LOAN AGREEMENT

Exhibit 10.15

LOAN AGREEMENT

     This Loan Agreement (the “Agreement”) is dated for reference purposes as of October 18, 2005, between GO DADDY SOFTWARE, INC., an Arizona corporation (the “Borrower”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).

      Unless defined elsewhere In this Agreement, defined terms used herein have the meanings given them in the Definitions Section hereof.

Factual Background

      A.  Bank has agreed to make an acquisition loan (the “Facility 1 Loan”) to Borrower in the principal amount of Seven Million Fifty-Five Thousand and No/100 Dollars ($7,055,000.00) (the “Facility 1 Loan Amount”). Borrower will use the Facility 1 Loan to acquire the real property that will serve as security for the Loans located in Maricopa County, Arizona, as described in Exhibit A , together with all buildings, structures, and other improvements now or hereafter located on the Land (the “Improvements”), and certain other property. The Land and existing Improvements are being purchased by Borrower pursuant to a certain Purchase and Sale Agreement by and between Borrower, as buyer, and Sterling Buckeye Network Exchange, L.L.C. dated August, 2005. The Land and Improvements consist of an industrial warehouse consisting of approximately 270,000 square feet of rentable space that will be used to house a portion of Borrower’s or Borrower’s Affiliate’s business. Borrower is executing a promissory note (the “Facility 1 Note”) payable to Bank evidencing the Facility 1 Loan.

      B.  Bank has also agreed to make an term loan (the “Facility 2 Loan”) to Borrower in the principal amount of One Million Five Hundred and No/100 Dollars ($1,500,000.00) (the “Facility 2 Loan Amount”). Borrower will use the Facility 2 Loan to acquire additional equipment for use in Borrower’s business or in connection with the Land and Improvements, as approved by Bank (“Approved Equipment”). Borrower is also executing a promissory note (the “Facility 2 Note”) payable to Bank evidencing the Facility 2 Loan.

      C.  The Facility 1 Loan and the Facility 2 Loan are herein collectively referred to as the “Loans,” each individually a “Loan.” The Facility 1 Note and the Facility 2 Note collectively constitute the “Notes,” each individually, a “Note.” The Loans are secured by a Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing (the “Deed of Trust”) covering the Land, the Improvements, and certain other property. In this Agreement, the “Property” means all or any part of the property affected by the Deed of Trust, or any interest in all or any part of it, as the context requires. The Loans are also secured by one or more Security Agreements covering certain personal property described therein. In this Agreement, the “Collateral” means any collateral pledged as collateral security for the Loans pursuant to any Security Agreement, or any interest in all or any part of it, as the context requires.

      D.  The Facility 1 Loan is due and payable on October 18,2010 (the “Facility 1 Maturity Date”). The Facility 2 Loan is due and payable on October 18, 2010 (the “Facility 2 Maturity Date”).

      E. GO DADDY GROUP, INC., an Arizona corporation has agreed to guaranty all or certain of Borrower’s obligations to Bank in accordance with a Guaranty, and is also executing a Third Party Indemnity Agreement, wherein it agrees to indemnify Bank and certain other Indemnified Parties against liability arising from certain environmental and other risks which may result from Bank’s making the Loans to Borrower.

      F.  Borrower and Bank will execute a Swap Contract in connection with the Facility 1 Loan to hedge the risk of variable rate interest volatility or fluctuations in interest rates with respect to the Facility 1

Loan. After the closing of the Facility 2 Loan, Borrower and Bank may agree to enter into an additional Swap Contract in connection with the Facility 2 Loan to hedge the risk of variable rate interest volatility or fluctuations in interest rates with respect to the Facility 2 Loan. Borrower’s obligations under each such Sway Contract shall be secured by the Deed of Trust, all Security Agreements, and shall be cross- collateralized by any other collateral pledged or hypothecated to Bank for any indebtedness of Borrower to Bank.

      G.  This Agreement, the Facility 1 Note, the Deed of Trust, and each Security Agreement, Guaranty, and Third Party Indemnity entered into in connection with the Facility 1 Loan, together with all of their exhibits, and all other documents which evidence, guaranty, secure, or otherwise pertain to the Facility 1 Loan collectively constitute the “Facility 1 Loan Documents.” This Agreement, the Facility 2 Note, the Deed of Trust, and each Security Agreement, Guaranty, and Third Party Indemnity entered into in connection with the Facility 2 Loan, together with all of their exhibits, and all other documents which evidence, guaranty, secure, or otherwise pertain to the Facility 1 Loan collectively constitute the “Facility 2 Loan Documents.” The Facility 1 Loan Documents and the Facility 2 Loan Documents collectively constitute the “Loan Documents.”

THEREFORE , Bank and Borrower agree as follows:

Agreement

Definitions; The following capitalized words and terms shall have the following meanings when used in this Agreement. All references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require.

“ Accelerating Transfer ” has the meaning set forth in the Deed of Trust.

“ Account ” means Borrower’s checking account number #4100067818 at Wells Fargo Bank, or such other account at Bank as designated in writing by Borrower after the closing of the Loans.

“ Affiliate of or “ affiliated with ” means in control of, controlled by or under common control with.

“ Aggregate Loan Amount ” means the sum of Eight Million Five Hundred Fifty-Five Thousand and No/100 Dollars ($8,555,000.00), which is the aggregate sum of the Facility 1 Loan Amount and the Facility 2 Loan Amount.

“ Agreement ” means this loan agreement between Borrower and Bank.

“ Approved Equipment ” has the meaning set forth in Recital B above.

“ Bank ” means U.S. BANK NATIONAL ASSOCIATION , a national banking association, its successors and assigns.

“ Borrower ” means the entity described in the introductory paragraph to this Agreement.

“ Borrower’s Indemnity ” means, collectively, all of Borrower’s obligations under each indemnity by Borrower in favor of Bank and/or the Indemnified Parties relating to Hazardous Substances, including but not limited to Borrower’s covenants, warranties, and indemnification obligations set forth in (a) any Hazardous Substances section or provisions set forth in this Agreement or the other Loan Documents, and/or (b) any separate secured or unsecured indemnity agreement executed by Borrower in connection

with the Loans, or either Loan, specifically including all of Borrower’s obligations contained in that certain Indemnity Agreement dated of even date herewith executed by Borrower in favor of Bank.

“ Cash Flow Ratio ” means, for the Obligated Group, the ratio of Cash Flow Before Debt Service to Total Fixed Charges.

“ Cash Flow Before Debt Service ” means, for the Obligated Group, EBITDA plus Net Change in Deferred Revenue plus rent and lease obligations, less cash taxes, less cash dividends and return of capital.

“ Closing Date ” means the date of recordation of the Deed of Trust.

“ Change in Control ” means any transaction or series of transactions that result in any transfer, direct or indirect, of fifty percent (50%) or more of the voting power of Borrower or Guarantor, or other power to direct or cause the direction of the management and policies of Borrower or Guarantor, as the case may be, or fifty percent (50%) or more of the direct or indirect beneficial ownership of Borrower or Guarantor, as the case may be.

“ Code ” means the federal Internal Revenue Code and the regulations thereunder, as amended. “ Collateral ” has the meaning set forth in Recital C above.

“ Covered by Insurance ” means when defense of a lawsuit has been tendered to the applicable insurance carrier under a valid insurance policy that provides coverage with respect to the claim and has a deductible amount of less than $25,000.00, such insurance carrier has accepted such tender of defense, and such insurance carrier proceeds with such defense without denying liability for any part of such claim which could result in liability of $25,000.00 or more to Borrower or any Guarantor, as the case may be.

“ Deed of Trust ” has the meaning set forth in Recital C above.

“ Default Rate ” has the meaning given it In the Note; provided , however , that if a default rate is not used or defined in the Note, “Default Rate” shall mean a per annum interest rate of three percent (3%) in excess of the rate of interest charged from time to time under the Note.

“ EBITDA ” means, for the Obligated Group, net income, plus interest expense, plus income tax expense, plus depreciation expense plus amortization expense.

“ ERISA ” means the Employee Retirement Income Act of 1974, as amended from time to time, and any successor statute.

“ Events of Default ” means those events of default set forth in Section 7.1 (each, an “ Event of Default ”).

“ Facility 1 Loan ” means the acquisition loan being made available by Bank to Borrower pursuant to the terms of this Agreement as described in Recital A above.

“ Facility 1 Loan Amount ” has the meaning set forth in Recital A above.

“ Facility 1 Loan Documents ” has the meaning set forth in Recital G above.

“ Facility 1 Note ” means that certain promissory note described in Recital C above made by Borrower to the order of Bank in the Facility 1 Loan Amount, as amended, renewed, restated, or replaced from time to time.

“ Facility 2 Availability Period ” has the meaning set forth in Section 2.1 bellow.

“ Facility 2 Loan ” means the equipment loan being made available by Bank to Borrower pursuant to the terms of this Agreement as described in Recital B above.

“ Facility 2 Loan Amount ” has the meaning set forth in Recital B above.

“ Facility 2 Loan Documents ” has the meaning set forth in Recital G above.

“ Facility 2 Note ” means that certain promissory note described in Recital C above made by Borrower to the order of Bank in the Facility 2 Loan Amount, as amended, renewed, restated, or replaced from time to time.

“ GAAP ” means generally accepted accounting principles.

“ Guarantor ” means, each person or entity guaranteeing all or any portion of Borrower’s obligations under the Loan Documents, or all or any portion of any other party’s obligations under the Loan Documents, pursuant to a Guaranty, including those parties described in Recital E above (collectively, the “Guarantor” or “Guarantors”).

“ Guaranty ” means, each guaranty executed or required to be executed in favor of Bank in connection with the any Loan (collectively, the “Guaranty” or “Guaranties”).

“ Hazardous Substance ” means and includes any substance, material, or waste, including asbestos, petroleum, and petroleum products (including crude oil), that is or becomes designated, classified, or regulated as “toxic” or “hazardous” or a “pollutant,” or that is or becomes similarly designated, classified, or regulated, under any federal, state, or local law, regulation, or ordinance, but does not include any such substance that is a customary and ordinary household, cleaning, or office product used on the Property by Borrower or any tenant or agent of Borrower, or customary construction materials used during the course of construction of Improvements on the Property by Borrower or Contractor, provided such use is in accordance with applicable hazardous materials laws and regulations..

“ Improvements ” means all existing and hereafter constructed improvements to the Land.

“ Incurable Event of Default ” means a non-monetary Event of Default or which become such an Event of Default without any notice or right to cure. For example, an Incurable Event of Default occurs if “any representation or warranty when made or given in any of the Loan Documents proves to be false or misleading in any material respect.”

“ Indemnified Costs ” means all actual or threatened liabilities, claims (including non-frivolous claims threatened in writing), actions, causes of action, judgments, orders, damages (including foreseeable and unforeseeable consequential damages), costs, expenses, fines, penalties and losses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Bank’s counsel), including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work (whether of the Property or any other property), or any resulting damages, harm, or injuries to the person or property of any third parties or to any natural resources, excepting those arising out of, or resulting, solely from the applicable Indemnified Party’s gross negligence or willful misconduct.

“ Indemnified Parties ,” means Bank, its parent, subsidiary, and any affiliated companies, any assignees of any of Bank’s interest in any Loan or the Loan Documents, any owners of participation or other interests

in any Loan or the Loan Documents, any purchasers of all or any portion of the Property at any foreclosure sale or from Bank or any of its affiliates, and the officers, directors, employees, and agents of each of them (each individually, an “Indemnified Party”).

“ Insolvency Proceeding ” means any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships.

“ Land ” has the meaning set forth in Recital A above.

“ Loan ” and “ Loans ” has the meaning set forth in Recital C above.

“ Loan Documents ” has the meaning set forth in Recital G above.

“ Maturity Date ” has the meaning set forth in Recital C above.

“ Maximum Loan-to-Value Ratio ” means the ratio of the Facility 1 Loan Amount to the Property Value.

“ Net Change in Deferred Revenue ” means, for the Obligated Group, the change in deferred revenue of the Obligated Group over the prior reporting period, less the change in Prepaid Domain name registry of the Obligated Group over the prior reporting period, less the net change in deferred hosting revenue of the Obligated Group over the prior reporting period.

“ Obligated Group ” means Guarantor, and all Affiliates of Guarantor, including but not limited to the Borrower.

“ PBGC ” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“ Plan ” means any employee pension benefit plan maintained or contributed to by the Borrower and insured by the Pension Benefit Guaranty Corporation under Title IV of ERISA.

“ Property ” has the meaning set forth in Recital C above.

“ Property Value ” means the lower of (a) the actual acquisition cost of the Land and existing Improvements as previously disclosed by Borrower to Bank, or (b) the “as is” market value of the Land and existing Improvements as determined by Bank using, as appropriate, a methodology which (i) conforms to then-current regulatory requirements, (ii) is considered by Bank to be reasonable and appropriate under the circumstances, and (iii) takes into account then-current market conditions, all as determined by Bank in its reasonable discretion.

“ Requirements ” has the meaning set forth in Section 3.1 .

“ Security Agreement ” means any security agreement, pledge, and/or assignment in favor of Bank, including that certain Security Agreement (Personal Property) being executed by Borrower in favor of Bank dated of even date herewith. Each Security Agreement shall be in form and substance acceptable to Bank.

“ Swap Contract ” means, individually and collectively, as the context may require, any rate lock agreement or interest rate protection agreement, such as any rate lock agreement, interest rate swap agreement, International Swaps and Derivatives Association, Inc. Master Agreement, or similar agreement or arrangements now existing or hereafter entered into by Borrower and Bank in connection with (a) the

Facility 1 Loan evidenced by the Facility 1 Note, and/or (b) the Facility 2 Loan evidenced by the Facility 2 Note, to hedge the risk of variable rate Interest volatility or fluctuations in interest rates, as any such agreement or arrangement may be modified, supplemented and in effect from time to time.

“ Third Party Indemnity ” means any indemnity agreement executed by a Guarantor or any other third party in favor of Bank, including the indemnity in favor of Bank pursuant to those certain Third Party Indemnity Agreements being executed by each Guarantor in connection with any Loan.

“ Total Fixed Charges ’ means, for the Obligated Group, the sum of all required principal payments of the Obligated Group (on short and long term debt and capital leases), and all interest and rental or lease expense of the Obligated Group.

“ Unmatured Event of Default ” means an event that, with notice or the passage of time, or both, could become an Event of Default.

1. Conditions Precedent to Closing of the Loans and Disbursement of the Facility 1 Loan .

Before Bank becomes obligated to close the Loans herein contemplated or make any disbursement of the Facility 1 Loan under this Agreement, the following closing and disbursement conditions shall have been satisfied at Borrower’s sole cost and expense. No waiver of any condition is effective unless expressly made in writing by Bank.

     (a)  Financial Statements of Borrower and Other Financial Information . Borrower shall have delivered to Bank all financial statements and other financial information currently required under the Loan Documents, certified as being true, correct, and complete in all material respects by an authorized officer, manager, member, or general partner of Borrower or other applicable parties.

     (b)  Organizational Documents and Certificates . Borrower shall have delivered to Bank, for each party to each of the Loan Documents:

     (i) All organization documents and evidence of due formation and good standing requested by Bank.

     (ii) All resolutions, certificates of authority, incumbency certificates, or other evidence of authorization requested by Bank.

     (c)  Loan Documents and Other Items . Borrower shall have duly executed or obtained the due execution of, and delivered to Bank, all Loan Documents and other items required by Bank to be executed in connection with the Loans, including but not limited to this Agreement, the Notes, the Deed of Trust, the Guaranties, the Third Party Indemnities, UCC-1 financing statements, and any and all other such documentation defined or described as a Loan Document or otherwise required by Bank to fulfill the purposes of this Agreement.

     (d)  Security Interests Perfected . The Deed of Trust shall have been duly recorded in a first-priority lien position. Bank’s security interest in all personal property and fixtures described in the Deed of Trust shall have been duly perfected in a first-priority lien position. Bank’s security interest in all other personal property pledged as collateral security for the Loans, as described in one or more Security Agreements executed by Borrower and/or any third party pledgor, in favor of Bank, shall have been duly perfected in a first-priority lien position.

     (e)  Title Insurance Commitment . Bank shall have received a commitment to issue an ALTA extended coverage lender’s policy of title insurance underwritten by a title insurance company approved

by Bank in an amount not less than the Aggregate Loan Amount (or, if lower, such lower amount as is the fair market value of the property) and insuring the lien of the Deed of Trust to be a first-priority lien on the Property, subject only to such exceptions and conditions to title as Bank has approved, and containing such endorsements as Bank may require, which may include zoning, survey, access, parcel contiguity, variable rate, environmental, and tax parcel endorsements. In addition, if required by Bank, one or more other title insurance companies acceptable to Bank shall have issued such coinsurance and/or reinsurance as Bank may require. No title matter may be insured over by any title company without the express written consent of Bank. The final title insurance policy shall be delivered to Bank within a reasonable time following the issuance of the title insurance commitment.

     (f)  Survey . Unless waived by Bank, Borrower shall have delivered to Bank an ALTA/ACSM survey of the Land and any existing Improvements thereon certified to Bank and the title insurance company by a licensed land surveyor and showing the location of all boundary lines, easements, rights of way, and other matters affecting the Land. Such survey shall be certified by the land surveyor within thirty (30) days of the Closing Date. Such survey shall be sufficient for the deletion of the survey exception, if any, from the Bank’s title insurance policy, and shall comply with all required items shown on the Bank’s “survey requirements” previously delivered to Borrower.

     (g)  Public Road Access . Borrower shall have provided to Bank evidence that the Land has access to public streets and/or roads, in a form sufficient to permit the title insurance company to issue an access endorsement (CLTA Form 103.7 or equivalent). Such evidence shall include evidence of any easements required for access to/from the Land to such public streets and/or roads, including copies of any applicable recorded private easements.

     (h)  Flood Hazard Evidence and Insurance . Borrower shall have provided Bank with evidence as to whether or not the Land or any portion thereof is located in an area identified as having “special flood hazards” as such term is defined in the federal Flood Disaster Protection Act of 1973, as amended. If any part of the Improvements is in a special flood hazard area, Borrower shall have provided Bank with a flood insurance policy as part of the insurance requirements of this Agreement.

     (h)  Insurance . Borrower shall have provided evidence that there is in effect all insurance required by Bank pursuant to this Agreement and the other Loan Documents, written by insurers, and in form and in amount satisfactory to Bank.

     (i)  Taxes and Tax Service Contract . Borrower shall have provided to Bank evidence that all taxes and assessments levied against or affecting the Property have been paid current, or in the event Borrower has commenced a legal or administrative challenge to any such tax or assessment, evidence that such liability has been bonded over, or that funds for the payment thereof (in the amount of the original assessment) have been escrowed with an independent third party with provisions for the payment thereof satisfactory to Bank. Borrower shall have provided to Bank, at Borrower’s cost and expense, a tax service contract for the Land with a tax service company, and containing terms and conditions, acceptable to Bank in its sole and absolute discretion. Additionally if requested by Bank, Borrower shall also provide a sales tax clearance letter from the appropriate taxing authority.

     (j)  Appraisal . Bank shall have received, reviewed and approved, in Bank’s sole and absolute discretion, an appraisal of the Property in form and content acceptable to Bank.

     (k)  Environmental Questionnaire and Site Assessment . Bank shall have received, reviewed, and approved, in Bank’s sole and absolute discretion, a U.S. Bank Environmental Questionnaire prepared and certified by Borrower using Bank’s prescribed form, and the information set forth in it must be acceptable to Bank. If requested by Bank, Borrower shall also provide to Bank one or more of the following, as determined by Bank in its sole and absolute discretion: (i) a Phase I Environmental Site

Assessment, (ii) a Phase II Environmental Site Assessment, (iii) an environmental survey, and/or (iv) a report prepared by a licensed or registered environmental engineer or other qualified party satisfactory to Bank stating that no Hazardous Substances are present in, on, under or around the Property and that no condition or circumstance warranting further investigation or analysis exists in the opinion of the preparer of the report.

     (l)  Agreements Related to the Property . If requested by Bank, Borrower shall provide Bank with copies of all ongoing agreements related to the Property, including but not limited to all property management agreements, all service contracts and warranties, all leases affecting the Property, and such other Property-related information which Bank may reasonably request. All such agreements required by Bank shall be in full force and effect.

     (m)  Existing Leases; Subordinations . If there are any leases of any part of the Land or any space within the Improvements in existence as of the Closing Date (i) copies of those leases must be delivered to and approved by Bank, and (ii) as to each such lease, if required by Bank, Bank shall have received fully executed estoppel certificates, subordination agreements, and/or subordination, nondisturbance and attornment agreements, in form and substance acceptable to Bank.

     (n)  Fees . Borrower shall have paid to Bank, in immediately available funds, all fees and costs called for under this Agreement or by any Loan commitment letter.

     (o)  Approval of Items . Bank shall have approved or consented to, as the case may be, all items required by Bank prior to the closing of the Loans pursuant to this Agreement which are subject to the consent or approval of Bank. All contracts or agreements included in such items shall be in full force and effect.

     (p)  Zoning; Zoning Letter . Borrower shall have provided to Bank evidence satisfactory to Bank in its sole and absolute discretion that the Property is properly zoned for its intended use and that any and all zoning stipulations have been complied with. If requested by Bank, such evidence shall include an originally executed letters addressed to Bank from the applicable governmental authority, dated within six (6) months of Closing Date, indicating that all applicable zoning ordinances and/or restrictive covenants affecting the Project permit the use of the property for its intended purposes and that there are no variances or other conditions currently outstanding that would affect the zoning as stated. Such evidence, including any zoning letter, shall be in a form sufficient to permit the title insurance company to issue a zoning endorsement (ALTA Form 3.0 or equivalent).

     (q)  Condition of Property . Unless otherwise agreed in writing by Bank, the Property and all existing improvements thereon shall not be in need of immediate repairs (except de minimis repairs), as determined by Bank in its sole and absolute discretion.

     (r)  Opinion Letters . If required by Bank, Borrower has delivered to Bank a favorable opinion from independent counsel, opining to such matters as Bank may require, in form and substance satisfactory to Bank in its sole and absolute discretion, by counsel acceptable to Bank for Borrower and/or any other parties to the Loan Documents.

     (s)  No Default . No event shall have occurred and be continuing which would constitute a default or Event of Default (as defined in the applicable document) or an Unmatured Event of Default under any of the Loan Documents.

     (t)  No Condemnation Proceedings . Neither the Property nor any interest in it shall be affected by eminent domain or condemnation proceedings.

     (u)  Miscellaneous . Borrower shall have delivered to Bank any other item reasonably deemed necessary by Bank and shall have fulfilled any other condition reasonably required by Bank to fulfill the intention of this Agreement and any Loan commitment issued to Borrower.

      1.2 Conditions to Disbursement of Facility 2 Loan . Before Bank becomes obligated to make any disbursement of the Facility 2 Loan funds under this Agreement, the following conditions shall have been satisfied at Borrower’s sole cost and expense in a manner acceptable to Bank in its sole and absolute discretion. No waiver of any condition is effective unless expressly made in writing by Bank.

          (a) Closing and Disbursement Conditions . All closing and disbursement conditions set forth above shall have been satisfied or shall have been waived or deferred by Bank in its sole and absolute discretion.

          (b) Request for Credit . For each disbursement under the Facility 2 Loan, Bank shall have received a complete and accurate Request for Credit from Borrower as described below, and Bank shall have determined that all conditions contained in this Agreement to the disbursement set forth in the Request for Credit have been met.

          (c) Security Interests Perfected . Bank’s security interest in all Approved Equipment being acquired with Loan proceeds shall have been duly perfected in a first-priority lien position.

          (d) Continuing Property Condition . The Improvements shall not be materially damaged and not repaired, unless Bank shall have received funds from Borrower or insurance proceeds sufficient to pay for all repairs in a timely manner as determined by Bank in its sole and absolute discretion. Additionally, Bank shall not have received or have knowledge of any bonded stop notice, notice of mechanic’s or materialmen’s liens or other similar notice or filing affecting or which could affect the Property or the priority of the disbursement, unless Borrower files a release bond or otherwise provides information satisfactory to Bank in its sole and absolute discretion that such notice or filing will not have such an effect. Neither the Property nor any interest in it shall be affected by eminent domain or condemnation proceedings.

2. Disbursement Conditions and Procedures; Other Loan Terms .

     2.1 Disbursement Conditions, Amounts, and Procedures .

          (a) Disbursements . Subject to the satisfaction of all conditions precedent set forth in Section 1 below, Bank shall make disbursements of the Loans as follows:

          (i) The Facility 1 Loan will be disbursed as a single disbursement concurrently with the closing of the Loans to pay: (1) legal fees and expenses of Bank which are payable by Borrower with respect to the Loans, as approved by Bank; (2) other closing costs of Borrower, as approved by Bank; (3) a portion of the purchase price for the acquisition of the Land and existing Improvements, as approved by Bank.

          (ii) The Facility 2 Loan will be disbursed during the period from the Closing Date through July 18, 2006 (“Facility 2 Availability Period”), based upon Borrower’s Requests for Credit. The Facility 2 Loan funds will be disbursed for, and shall be used by Borrower for, the purchase by Borrower of Approved Equipment, based upon eighty percent (80%) of the cost of the applicable Approved Equipment item.

Borrower understands and acknowledges that any additional funds necessary to close the acquisition of the Land and existing Improvements, including additional acquisition funds and any additional closing costs not funded by Bank, which may include title insurance, escrow, recording, filing, and others fees and costs, shall be paid by Borrower out-of-pocket from Borrower’s own funds. Borrower further understands that disbursements of the Facility 2 Loan will NOT be available after the end of the Facility 2 Availability Period.

          (b) Use of Disbursements . Borrower agrees to use disbursements solely in conformity with the uses set forth in Section 2.1 (a) above, except as otherwise provided herein or agreed to in writing by Bank.

          (c) Debit of Loans at Closing . As of the day the Loans close, Bank is authorized to make payments on Borrower’s behalf by debiting the Loan funds, as applicable, and disbursing such amounts to itself for all costs and expenses payable by Borrower to Bank pursuant to the terms of this Agreement, if such have not been received by Bank in immediately available funds directly from Borrower’s own funds. Such expenses shall include but not be limited to: (i) legal fees and expenses of Bank’s counsel; (ii) documentation fees; (iii) appraisal fees, and, if applicable, appraisal review fees; and/or (iv) and other fees and costs required to be paid to Bank by Borrower under this Agreement.

          (d) Interest on Disbursements . Interest on each disbursement, whether initiated by Borrower or Bank, shall be payable from the time Bank debits the applicable Loan funds in the amount of the disbursement.

          (e) Requests for Credit . Each request for an extension of credit will be made in writing in a manner acceptable to the Bank, or by another means acceptable to the Bank (each, a “Request for Credit”). Borrower authorizes either Bob Parsons or Michael Zimmerman to sign all Requests for Credit and other documents in connection with the administration of the Loans. Borrower represents and warrants to Bank that the following signatures are specimen signatures of the persons named in the preceding sentence:

           2.2 Escrow for Loan Closing; Fulfillment of Conditions .

          (a) Escrow for Loan Closing . In connection with the closing of the Loans and the disbursement of proceeds of the Loans by Bank under this Agreement, Bank, at its option, may require that such disbursement be made through an escrow maintained with a title company or law firm acceptable to Bank in its sole and absolute discretion, in accordance with escrow instructions prepared by Bank.

          (b) Fulfillment of Conditions . Bank need not make any disbursement of any of the Loan funds until Borrower fulfills all conditions of the Loan Documents, at Borrower’s sole cost and expense. All such conditions shall be satisfied at Borrower’s sole cost and expense.

          (c) Deferral of Conditions; Conditions Subsequent . If Borrower has not fulfilled all conditions to closing prior to the date set for closing the Loans, Bank, at its option, may close the Loans, or either of them at Bank’s discretion, without disbursing any Loan funds or may close the Loans, or either of them at Bank’s discretion, and disburse some or all of the applicable Loan funds subject to Borrower’s

compliance with any or all such condition(s) as conditions subsequent to the closing of the applicable Loan(s). In such event, Bank shall notify Borrower of the conditions subsequent that must be met and the time period(s) within which Borrower is required to comply. If no time period for compliance is specified by Bank as to any condition subsequent, then Borrower shall comply with such condition subsequent within thirty (30) days of the date of closing of the applicable Loan(s). Failure of Borrower to comply with all conditions subsequent within the applicable time periods shall be an Event of Default hereunder.

      2.3 Loan Fees . Intentionally Omitted.

      2.4 Collateral Security; Setoff .

          (a) Other Collateral . In addition to the Land, Improvements, and other Property described above, the Loans shall be secured by all of the following:

          (i) Personalty Related to the Land and Improvements . A first-priority lien on and security interest in all equipment, furniture, fixtures, and materials to be incorporated, whether now or in the future, into the Improvements, and any other personal property owned by Borrower located on or used in connection with the Land and Improvements.

          (ii) Collateral . A first-priority lien on and security interest in all equipment and other Collateral, including but not limited to all Approved Equipment, as described in one or more Security Agreements executed by Borrower in favor of Bank in connection with the Loans.

          (iii) Swap Contract Payments . A first-priority lien on and security interest in all payments due at any time and from time to time from Bank to Borrower under any Swap Contract.

          (b) Release of Collateral . Unless otherwise agreed in writing by Bank, Bank’s security interest in all collateral for the Loans shall be released by Bank when the Loans have been paid and performed in full within a reasonable time thereafter but not later than ten (10) days after Borrower’s written request to Bank; provided , however , that if there is any conflict in the release terms contained in any security agreement, assignment, or other security instrument as to the terms upon which the Bank’s security interest in the collateral described in that document, or any portion thereof, shall be terminated and/or released Borrower, and the terms of this Section, the terms of any such security agreement, assignment, or other security instrument shall control and govern the collateral described therein.

          (c) Collateral Documents . Borrower agrees to execute any and all documents, including security agreements and financing statements, as Bank may reasonably request in order to create, perfect, or continue the security interests described above.

          (d) Setoff; Security . As additional security for the payment and performance of all obligations of Borrower under the Loan Documents, Borrower hereby grants Bank a security interest in, a lien on, and an express contractual right to set off against all depository account balances, cash, and any other property of Borrower now or hereafter in the possession of Bank and the right to refuse to allow withdrawals from any account. Without limiting the foregoing, the security interest granted herein and the right of setoff granted to Bank hereunder is intended to cover and include any reserve account(s) that may be required, now or in the future, pursuant to the terms of this Agreement. Bank may, at any time upon the occurrence of any default or Event of Default or Unmatured Event of Default under this Agreement or any other Loan Document, setoff against any amounts outstanding under the Loans whether or not the Loans or any portion thereof is then due or has been accelerated, all without any

advance or contemporaneous notice of demand of any kind to Borrower, such notice and demand being expressly waived.

      2.4 Automatic Deduction .

          (a) Monthly Payments . Borrower agrees that monthly payments on the Loans will be deducted automatically on the due date from the Account.

          (b) Date of Debit . Bank will debit the Account on the dates the payments on the Loans become due. If a due date does not fall on a Banking Day (as such term is defined in the Notes), Bank will debit the Account on the first banking day following the due date.

          (c) Maintenance of Funds . Borrower will maintain sufficient funds in the Account on the dates Bank enters debits authorized by this Agreement. If there are insufficient funds in the Account on the date Bank enters any debit authorized by this Agreement, the debit will be reversed.

          (d) Security . Borrower hereby grants to Bank a security interest in the Account, and any other accounts from which Borrower may hereafter authorize Bank to debit payments due on the Loans, for the purpose of securing the payment of amounts Bank is authorized to deduct from the Account or such other accounts. The security interest is granted only to the extent of such authorized deductions, and does not create a lien to secure any other obligation owed by Borrower to Bank, whether under this Agreement or otherwise.

3. Covenants of Borrower . Borrower promises to keep each of the covenants set forth below, unless Bank has waived compliance in writing.

      3.1 Compliance with Law . Borrower shall comply with all existing and future laws, regulations, orders, building codes, restrictions and requirements of, and alt permits and approvals from, and agreements with and commitments to, all governmental, judicial, or legal authorities having jurisdiction over the Property, including those pertaining to the acquisition, ownership, management, maintenance, operation, or enjoyment of the Property, and with all covenants and restrictions and other title encumbrances affecting the Property, and with all applicable existing and future federal, state, and local laws, statutes, treaties, rules, regulations, ordinances, codes, and administrative or judicial precedents affecting Borrower or the performance, prospects, assets, or operations of Borrower or its business (collectively, the “Requirements”).

      3.2 Site Visits.

          (a) Bank and its agents and representatives shall have the right to enter and visit the Property at any reasonable time for the purposes of observing or inspecting the Property, performing an appraisal, taking soil or ground water samples, and conducting tests, among other things to investigate for the presence of Hazardous Substances. Bank shall also have the right to examine, copy and audit the books, records, accounting data and other documents of Borrower in accordance with Section 3.20 below. In each instance, Bank shall give Borrower reasonable notice before entering the Property and make reasonable efforts to avoid interfering with Borrower’s use of the Property when exercising any of the rights granted in this Section.

          (b) Bank has no duty to visit the Property, or to observe or inspect it, or to examine any books or records. Any site visit, observation, or examination by Bank is solely for the purpose of protecting Bank’s rights and interests. No site visit, observation, or examination by Bank shall impose any liability on Bank or result in a waiver of any default of Borrower. Neither Borrower nor any other party is entitled to rely

on any site visit, observation, or examination by Bank. Bank owes no duty of care to protect Borrower or any other party against, or to inform Borrower or any other party of, any other adverse condition affecting the Property, including any defects in the design or construction of the improvements located on the Property, or the presence of Hazardous Substances on the Property. Bank shall not be obligated to disclose to Borrower or any other party any report or findings made as a result of, or in connection with, any site visit, observation, or examination by Bank.

      3.3 Insurance .

          (a) Borrower shall provide, maintain, and keep in force at all times prior to repayment of the Loans:

          (i) All risk property damage insurance covering the Property, with a policy limit in an amount not less than the full insurable value of the Property on a replacement cost basis. The policy shall insure the Property against loss or damage by: (A) fire and lightning; (B) other risks embraced by the type of coverage known as All Risk; and (C) such other risks or hazards as Bank may designate as required by Bank’s current policy so long as such requirements are commercially reasonable. The policy shall include replacement cost and agreed amount coverage. The policy shall provide coverage for rent loss (or business interruption, if more appropriate) in an amount equal to twelve (12) months’ principal and interest payments, taxes, and insurance premiums.

          (ii) Commercial General Liability coverage with such limits as Bank may require as required by Bank’s current policy so long as such requirements are commercially reasonable. This policy shall name Bank as an additional insured. Coverage shall be written on an occurrence, not claims made, basis.

          (b) Borrower shall provide, maintain, and keep in force at all times prior to repayment of the Loans, any and all additional insurance Bank in its reasonable judgment may from time to time require, against commonly insured hazards for similarly situated properties. Such additional insurance may include flood insurance as required by federal law and earthquake and/or sinkhole insurance as required by Bank. At Bank’s request, Borrower shall supply Bank with an original, countersigned original, or certified copy of any policy. All policies of insurance required under the Loan Documents shall be issued by companies approved by Bank having an A.M. Best’s rating acceptable to Bank, with limits, coverage, forms, deductibles, inception and expiration dates and cancellation provisions acceptable to Bank, and shall provide that all proceeds be payable to Bank to the extent of its interest. An approval by Bank is not, and may not be deemed to be, a representation of the solvency of any insurer or the sufficiency of any amount of insurance. Each policy of insurance required under the Loan Documents shall provide that it may not be modified or canceled without at least thirty (30) days’ prior written notice to Bank. When any required insurance policy expires, Borrower shall furnish Bank with proof acceptable to Bank that the policy has been reinstated or a new policy issued, continuing in force the insurance covered by the expired policy. Borrower shall also furnish evidence satisfactory to Bank that all premiums for such policy have been paid within thirty (30) days of renewal or issuance. If Bank fails to receive such proof and evidence, Bank has the right, but not the obligation, to obtain current coverage and advance funds to pay the premiums for it. Borrower shall repay Bank immediately on demand for any advance for such premiums, which will be an additional loan to Borrower bearing interest at the Default Rate and secured by the Deed of Trust, the Security Agreement, and any other collateral held by Bank in connection with the Loans. As to all policies of insurance provided by Borrower, Borrower shall be named as the insured and any additional insured parties shall be subject to Bank’s approval. As to all policies of insurance provided by a third party other than Borrower (e.g., any tenant), Borrower shall be named as an additional insured.

      3.4 Payment of Expenses . Borrower shall pay Bank’s reasonable costs and expenses incurred in connection with the making, disbursement, and administration of the Loans. Borrower shall also pay any and all of Bank’s costs and expenses incurred in connection with any revisions, extensions, renewals, or “workouts” of any Loan, and in the exercise of any of Bank’s rights or remedies under this Agreement. Such costs and expenses include charges for title insurance (including endorsements), filing, recording, and escrow charges, fees for appraisal and appraisal review, environmental services, mortgage taxes, document review and preparation, reasonable legal fees and expenses of Bank’s counsel, and any other reasonable fees and costs for services, regardless of whether such services are furnished by Bank’s employees or agents or independent contractors. Borrower acknowledges that amounts payable under this Section are not included in any loan or commitment fees for the Loans. All such sums incurred by Bank and not immediately reimbursed by Borrower will be considered an additional loan to Borrower secured by the Deed of Trust and the Security Agreement(s) and bearing interest at the Default Rate. Notwithstanding the foregoing, Bank agrees to limit Borrower’s liability to Five Thousand and No/100 Dollars ($5,000.00) for all legal fees Bank incurs up to and including the time the Loans close. No limitation applies to Borrower’s obligations to pay any other costs and expenses of Bank, whenever incurred, or to pay any and all legal fees Bank may incur after the closing of the Loans.

      3.5 Financial and Other Information .

          (a) Financial and Other Information of Borrower . Borrower shall keep true and correct financial books and records, using GAAP, or such other accounting principles as Bank in its reasonable judgment may find acceptable from time to time. Borrower shall provide to Bank the following:

          (i) Annual Financial Statements . Not later than one hundred twenty (120) days after Borrower’s fiscal year end, Borrower’s annual financial statements. These financial statements shall be unqualified and audited by a Certified Public Accountant reasonably acceptable to Bank. These financial statements shall be prepared on a consolidated basis.

          (ii) Interim Financial Statements . Not later than forty-five (45) days after the end of each of Borrower’s fiscal quarters, Borrower’s interim quarterly financial statements. These financial statements may be prepared by Borrower if certified to be true and correct by Borrower.

          (iii) Compliance Certificate . Within forty-five (45) days after the end of each fiscal quarter, a certificate in the form attached hereto as Exhibit A (each, a “Compliance Certificate”), executed by Borrower’s chief financial officer or other officer or person acceptable to Bank, certifying (1) that Borrower is in compliance with the financial covenants set forth in this agreement, including the Cash Flow Coverage Ratio set forth in Section 3.25 below, (2) that the representations and warranties set forth in the Agreement are true and correct as of the date of the certificate, and (3) that, as of the date of the certificate, no default or Event of Default, or Unmatured Event of Default, has occurred and is continuing under the Agreement.

          (iv) Tax Returns . Promptly upon the request of Bank, signed copies of Borrower’s tax returns, including all extensions and all supporting schedules (including K-1’s or their equivalent).

          (v) Other Information . Promptly upon the request of Bank, such other information as Bank may reasonably request concerning the affairs and properties of Borrower.

          (b) Financial and Other Information of Guarantor . Borrower shall cause Guarantor to keep true and correct financial books and records, using GAAP, or such other accounting principles as Bank in its reasonable judgment may find acceptable from time to time. Borrower shall cause Guarantor to provide to Bank the following:

          (i) Annual Financial Statements . Not later than one hundred twenty (120) days after Guarantor’s fiscal year end, Guarantor’s annual financial statements. These financial statements shall be unqualified and audited by a Certified Public Accountant acceptable to Bank. These financial statements shall be prepared on a consolidated basis.

          (ii) Interim Financial Statements . Not later than forty-five (45) days after the end of each of Guarantor’s fiscal quarters, Guarantor’s interim quarterly financial statements. These financial statements may be prepared by Guarantor if certified to be true and correct by Guarantor.

          (iii) Tax Returns . Promptly upon the request of Bank, signed copies of Guarantor’s tax returns, including all extensions and all supporting schedules (including K-1’s or their equivalent).

          (iv) Other Information . Promptly upon the request of Bank, such other information as Bank may reasonably request concerning the affairs and properties of Guarantor.

      3.6 Notices . Borrower shall notify Bank promptly in writing of any and all of the following:

          (a) Any litigation affecting Borrower or any Guarantor (if any) where the amount claimed is or may be Twenty-Five Thousand and No/100 Dollars ($25,000.00) or more and which (i) is not dismissed within sixty (60) days of the filing thereof, and (ii) is not Covered by Insurance.

          (b) Any written or oral communication Borrower receives from any governmental, judicial, or legal authority giving notice of any claim or assertion that the Land or Improvements fail in any respect to comply with any of the Requirements or any other applicable governmental law.

          (c) Any material adverse change in the physical condition of the Property (including any damage suffered as a result of fire, earthquakes, or floods).

          (d) Any material adverse change in Borrower’s or any Guarantor’s financial condition, any material adverse change in Borrower’s operations, or any material change in the management of Borrower.

          (e) Any other circumstance, event, or occurrence that results in a material adverse change in Borrower’s or any Guarantor’s ability to timely perform any of its obligations under any of the Loan Documents.

          (f) Any default or Event of Default (as defined in the applicable document) that has occurred, or Unmatured Event of Default that has occurred and is continuing under any of the Loan Documents, and/or any breach or default that has occurred under any agreement under which Borrower has liability.

          (g) Any environmental or labor dispute involving or affecting Borrower.

      3.7 Keeping Guarantor Informed . Borrower shall keep each Guarantor informed of Borrower’s financial condition and business operations, the condition and all uses of the Property and other Collateral, including all changes in condition or use, and any and all other circumstances that may affect Borrower’s ability to pay or perform its obligations under the Loan Documents. However, any failure to do so shall not give rise to any defense to Guarantor.

      3.8 Performance of Acts . Upon Bank’s request, Borrower shall perform all acts reasonably necessary or advisable to perfect any lien or security interest provided for in the Loan Documents or to carry out the intent of the Loan Documents.

      3.9 No Construction: Protection Against Lien Claims . Borrower shall not construct any Improvements on the Property without the prior written consent of Bank in Bank’s sole and absolute discretion. Borrower shall pay or otherwise discharge promptly all claims and liens for labor done and materials and services furnished in connection with the Property or the construction of any Improvements. Borrower has the right to contest in good faith any claim or lien, provided that it does so diligently and without prejudice to Bank. Promptly upon Bank’s request, Borrower shall provide a bond, cash deposit, or other security satisfactory to Bank in its sole and absolute discretion.

      3.10 Signs and Publicity . At Bank’s request, Borrower will identify Bank as the acquisition lender on any signs posted on the Property and use its commercially reasonable efforts to identify Bank in publicity concerning the Property. In the alternative, with Borrower’s consent, which may not be unreasonably withheld, Bank may post signs on the Property identifying itself as the acquisition lender for the Property. Bank may refer to the Property in its own promotional and advertising materials. Borrower may not post signs or otherwise identify Bank as the acquisition lender without Bank’s prior written consent in each instance.

      3.11 Notice of Change . Borrower shall give Bank at least thirty (30) days prior written notice of any change in:

          (a) the location of its place of business or its chief executive office if it has more than one place of business;

          (b) Borrower’s name or business entity types;

          (c) the state in which Borrower has filed its entity incorporation or organizational documents;

          (d) Borrower’s organizational identification number, if any, assigned by the state of its incorporation or organization or of any newly assigned such number where one had not been previously assigned; and

          (e) any Change in Control.

Unless otherwise approved by Bank in writing, Borrower agrees that all Property that consists of personal property (other than the books and records) will be located at the Land or at Borrower’s other places of business that have been disclosed in writing to Bank as places where such property will be located.

      3.12 Indemnity Regarding Ownership of Property and Other Risks . Borrower indemnifies, defends, and holds the Indemnified Parties harmless for, from, and against any and all actual or threatened liabilities, claims, actions, causes of action, judgments, orders, damages (including foreseeable and unforeseeable consequential damages), costs, expenses, fines, penalties, and losses (including sums paid in settlement of claims and all reasonable consultant, expert and legal fees and expenses of Bank’s counsel), and any resulting damages, harm or injuries to the person or property of any third parties, directly or indirectly arising out of or resulting from (a) the ownership, management, maintenance, operation, marketing, leasing, sale, or use of the Property, as applicable, whether such claims are based on theories of derivative liability, comparative negligence or otherwise, (b) any development of or improvement to the Property, including any defective workmanship or materials; (c)

any failure to satisfy any requirements of any laws, regulations, ordinances, governmental policies or standards, reports, maps, development agreements, or regulatory agreements that apply or pertain to the Property; (d) breach of any representation or warranty made or given by Borrower to any of the Indemnified Parties or to any prospective or actual lessee or buyer of all or any portion of the Property; and/or (e) any claim or cause of action of any kind by any party that any Indemnified Party is liable for any act or omission of Borrower or any other person or entity in connection with the ownership, management, maintenance, operation, marketing, leasing, sale, or use of the Property, or any development of or improvement to the Property, excepting those arising out of, or resulting, solely from the applicable Indemnified Party’s gross negligence or willful misconduct. Notwithstanding, anything to the contrary in any other Loan Document, the provisions of this Section shall survive the termination of this Agreement, repayment of the Loans, and foreclosure of the Deed of Trust or similar proceedings.

      3.13 Tax Receipts . Borrower shall provide to Bank, within thirty (30) days after the end of the fiscal year of the applicable governmental authority, bills showing the payment (to the extent then due and payable) of all taxes and assessments that are or may become a lien upon the Property or any portion thereof. If Borrower fails, following demand, to provide Bank the tax receipts required by this Section, without limiting the other remedies available to Bank under this Agreement, Bank may, at Borrower’s sole expense, obtain and enter into a tax services contract with respect to the Property with a tax reporting agency satisfactory to Bank.

      3.14 Maximum Loan-to-Value Ratio . Borrower agrees that, at all times prior to repayment of the Facility 1 Loan, the Maximum Loan-to-Value Ratio shall not exceed eighty-five percent (85%). If Bank at any time should determine that such ratio has been exceeded, Bank may make written demand on Borrower to repay principal of the Facility 1 Loan in an amount sufficient in Bank’s reasonable judgment to cause the Maximum Loan-to-Value Ratio to be met. Borrower shall make any such payment of principal immediately upon Bank’s demand.

      3.15 Maintenance and Repair . Borrower shall (a) maintain the Property, including the parking and landscaping portions thereof, in good condition and repair, (b) promptly make all necessary structural and non-structural repairs to the Improvements (or cause tenants under any leases to perform such obligation), (c) not demolish, alter, remove, or add to any Improvements, excepting (i) the repair and restoration of Improvements following damage thereto as required by the Deed of Trust, (ii) the construction or installation of non-structural alterations or improvements, provided the same are in all respects consistent with the character and utility of the existing Improvements, (iii) the installation or construction of tenant improvements and related demolition in connection with any leases approved in accordance with this Agreement, and (d) not erect any new buildings, structures or building additions on the Land, without the prior written consent of Bank in each instance. Borrower shall pay when due all claims for labor performed and materials furnished therefor in connection with any improvements or construction activities. Borrower shall also maintain all other Collateral for the Loans in good condition and repair and shall use commercially reasonable efforts to make any repairs, renewals, or replacements to keep such Collateral in good working condition.

      3.16 Preservation of Rights . Borrower shall obtain, preserve and maintain in good standing, as applicable, all rights, privileges and franchises necessary or desirable for the operation of the Property and the conduct of Borrower’s business.

      3.17 Conditional Sales Contracts; Removal of Fixtures and Equipment . Without the Bank’s prior written consent, Borrower shall not (a) purchase or contract for any materials, equipment, furnishings, fixtures, or articles of personal property to be placed or installed on the Land or any Improvements under any security agreement or other agreement where the seller reserves or purports to reserve a lien, security interest, or title thereto, or the right of removal or repossession after such items are installed on the Property; or (b) remove or permit to be removed from the Land or the Improvements

any equipment, machinery, or fixtures used in connection with the ownership, management, maintenance, operation, or enjoyment thereof unless replaced by articles of equal suitability and value owned by Borrower free and clear of any lien or security interest.

      3.18 No Change in Control of Borrower or Guarantor . There shall be no Change in Control of Borrower or Guarantor without the prior written consent of Bank.

      3.19 Income from Property . Borrower shall first apply all income from leases, and all other income derived from the Property, to pay costs and expenses associated with the ownership, maintenance, operation, and marketing of the Land and Improvements, including all amounts then required to be paid under the applicable Loan Documents, before using or applying such income for any other purpose. Borrower may not distribute any income to any of its members, partners, or shareholders, allow any member, partner, or shareholder to withdraw capital, or make any payments on indebtedness owed to any member, partner, or shareholder, unless all property expenses then due have been paid in full.

      3.20 Audits . Borrower shall allow Bank and its agents to inspect Borrower’s properties and examine, audit, and make copies of Borrower’s books and records at any reasonable time. If any of Borrower’s properties, books, or records are in the possession of a third party, Borrower authorizes that third party to permit Bank or its agents to have access to perform inspections or audits and to respond to Bank’s requests for information concerning such properties, books and records.

      3.21 Appraisals . If required by Bank or if required by applicable law or regulations, Bank shall have the right to order appraisals of the Property from time to time from an appraiser selected by Bank, which appraisals shall comply with all federal and state standards for appraisals and otherwise shall be satisfactory to Bank in all material respects. Borrower agrees to pay the cost and expense for all such appraisals and reviews thereof ordered by Bank pursuant to this Section except Borrower shall only be responsible to pay for such appraisals (excepting the appraisal obtained in connection with the making of the Loans) if such appraisal is ordered when (a) an Event of Default has occurred hereunder, or (b) such appraisal or update is required by applicable law or regulation.

      3.22 As-Built Survey . Upon the request of Bank, Borrower shall promptly provide to Bank an as-built ALTA survey of the Land and Improvements in form and substance satisfactory to Bank, certified by a licensed land surveyor and showing the location of the completed improvements, and all boundary lines, easements, rights of way, and other matters affecting the Land. If Borrower has provided such a survey prior to the closing of the Loans, then Borrower shall only be responsible to pay for any additional survey (excepting the survey obtained in connection with the making of the Loans) if such survey is requested by Bank when (a) an Event of Default has occurred or an Unmatured Event of Default has occurred and is continuing hereunder, or (b) such survey or update is required by applicable law or regulation.

      3.23 Other Debts; Guarantees . Except as otherwise provided herein or in any other Loan Document, without Bank’s prior written consent, (i) Borrower shall not have outstanding or incur any direct or contingent debts or lease obligations (other than those to Bank), or become directly or indirectly liable for the debts of others, related to or with respect to the Property, and (ii) Borrower shall not directly or indirectly guarantee the obligations of, invest in, lend credit to, or indemnify, any other or entity (collectively, “Third Party Obligations”). This does not prohibit:

          (a) Acquiring goods, supplies, or merchandise on normal trade credit.

          (b) Endorsing negotiable instruments received in the usual course of business.

          (c) Obtaining surety bonds in the usual course of business.

          (d) Debts, lines of credit, and/or leases in existence on the date of this Agreement previously disclosed in writing to Bank.

          (e) Third Party Obligations not exceeding Five Hundred Thousand and No/100 Dollars ($500,000.00) in the aggregate at any time.

      3.24 Other Liens . Except as otherwise provided herein or in any other Loan Document, without Bank’s prior written consent, Borrower shall not create, assume, or allow any security interest or lien (including judicial liens) on property Borrower now or later owns, except:

          (a) Deeds of trust and security agreements in favor of Bank.

          (b) Liens for taxes not yet due.

          (c) Liens outstanding on the date of this Agreement previously disclosed in writing to the Bank.

          (d) Additional purchase money security interests not exceeding One Million and No/100 Dollars ($1,000,000.00) in any calendar year in personal or real property acquired after the date of this Agreement.

      3.25 Negative Covenants . Without Bank’s prior written consent, Borrower shall not:

          (a) engage in any business activities substantially different from Borrower’s present business;

          (b) liquidate or dissolve Borrower’s business;

          (c) lease or dispose of all or a substantial part of Borrower’s business or Borrower’s assets;

          (d) enter into any consolidation, merger, pool, joint venture, syndicate or other combination, except that a wholly-owned subsidiary of Borrower may merge into another wholly-owned subsidiary of Borrower;

          (e) acquire or purchase a business or its assets;

          (f) sell or otherwise dispose of any assets for less than fair market value or enter into any sale and leaseback agreement covering any of its fixed or capital assets;

          (g) make any loans, advances, or other extensions of credit to anyone exceeding Five Hundred Thousand and No/100 Dollars ($500,000.00) in the aggregate at any time; or

          (h) sell or make any distribution of Borrower’s assets that could adversely affect Borrower’s financial condition.

      3.26 Cash Flow Coverage Ratio . The Obligated Group shall maintain, and Borrower shall cause the Obligated Group to maintain, a Cash Flow Ratio of at least 2.25 to 1.00. This Cash Flow Coverage Ratio shall be tested quarterly (i) on a cumulative basis for the first twelve (12) months following

the date of recordation of the Deed of Trust, and (ii) thereafter on a rolling four (4) quarter basis, calculated at the end of each fiscal quarter, using the results of that fiscal quarter and each of the three (3) immediately preceding fiscal quarters.

      3.27 ERISA Plans . Borrowers shall at all times comply with the provisions of ERISA with respect to any Plan to which it is a party as employer, and as soon as possible after Borrower knows, or has reason to know, that any Reportable Event (as defined in ERISA) with respect to any such plan of Borrower has occurred, it shall furnish to Bank a written statement setting forth details as to such Reportable Event and the action, if any, which Borrower proposes to take with respect thereto, together with a copy of the notice of such Reportable Event furnished to the PBGC. Borrower shall also give prompt written notice to the Bank of any action by the Borrower to terminate or withdraw from a Plan or the filing of any notice of intent to terminate under Section 4041 of ERISA, (b) any notice of noncompliance made with respect to a Plan under Section 4041 (b) of ERISA, or (c) the commencement of any proceeding with respect to a Plan under Section 4042 of ERISA.

4. Use and Leasing .

      4.1 Use of the Property . Borrower shall not change its intended use of the Property or the Project without Bank’s prior written approval.

      4.2 Lease Approval; Information and Documents .

          (a) Each lease of any part of the Property is subject to Bank’s written approval as to form and substance prior to execution and delivery.

          (b) If any leases exist at or prior to the closing of the Loans, (i) Borrower shall have provided to Bank a true, correct, and complete copy of each such lease, including all amendments or modifications thereto and any agreements related thereto, (ii) each such pre-existing lease is subject to Bank’s review and approval in its sole and absolute discretion, (ii) if required by Bank, in its sole and absolute discretion, for each such pre-existing lease, Borrower shall promptly obtain and deliver to Bank such estoppels certificates, subordination agreements, and/or subordination, nondisturbance, and attornment agreements in form and substance acceptable to Bank, executed by such tenants as Bank from time to time may require.

          (c) If any portion of the Property is leased to third party tenants, Borrower shall promptly deliver to Bank such tenant income certificates, leasing schedules and reports, and other leasing information as Bank from time to time may request. In addition, upon the request of Bank, as to any tenants occupying any part of the Property at any time, Borrower shall promptly obtain and deliver to Bank such estoppel certificates, subordination agreements, and/or subordination, nondisturbance, and attornment agreements in form and substance acceptable to Bank, executed by such tenants as Bank from time to time may require

      4.3 Purpose and Effect of Lease Approval . Bank’s approval of any lease is for the sole purpose of protecting Bank’s security and preserving Bank’s rights under the Loan Documents. No approval by Bank will result in a waiver of any default of Borrower. In no event will Bank’s approval of any lease be a representation of any kind with regard to the lease, its enforceability, or the financial capacity of any tenant thereunder or guarantor thereof.

      4.4 Landlord’s Obligations . Borrower shall use commercially reasonable efforts to perform all obligations required to be performed by it as landlord under any lease affecting any part of the Land or any space within the Improvements.

      4.5 Costs and Expenses . If Bank’s prior written approval is required for any Lease, Borrower shall pay to Bank, as a condition to such consent Bank’s costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred in connection therewith; provided: however, Borrower’s obligation to pay such costs and expenses shall not exceed One Thousand and No/100 Dollars ($1,000.00) unless such lease is further changed or negotiated after Bank’s initial review. Such costs and expenses shall be due and payable whether or not such consent is given.

5. Representations and Warranties . Borrower promises that each representation and warranty set forth below is and will be true, accurate and correct as of the date of this Agreement, and, if applicable, as of the date of any requested disbursement.

      5.1 Authority; Enforceability . Borrower has complied with any and all laws and regulations concerning their organization, existence, and the transaction of their business. Borrower has the right and power to own and operate the Land and any existing Improvements as contemplated in the Loan Documents. Borrower and each Guarantor is authorized to execute, deliver, and perform its obligations under the Loan Documents. Those documents are valid and binding obligations of Borrower and each Guarantor, as applicable.

      5.2 Compliance With Law . Borrower is familiar and has complied with all of the Requirements, as well as all other applicable laws, regulations, and ordinances. To the best of Borrower’s knowledge or belief without duty to investigate, no provision or obligation of Borrower or any Guarantor contained in any of the Loan Documents violates any of the Requirements or any order or ruling of any court or governmental entity. No such provision or obligation conflicts with, or constitutes a breach or default under, any agreement binding or regulating the Property.

      5.3 No Violation . The execution and delivery of this Agreement and the other Loan Documents and performance by Borrower of its obligations hereunder and thereunder will not result in a default under any other material agreement to which Borrower is a party.

      5.4 No Claims . To the best of Borrower’s knowledge or belief without duty to investigate, no claims, actions, proceedings, or investigations are pending against Borrower or affecting the Property, any of the Collateral, or any collateral for the Loans, except for those previously disclosed by Borrower to Bank in writing. To the best of Borrower’s knowledge or belief without duty to investigate, no threat of any such claim, action, proceeding, or investigation exists, except for those previously disclosed by Borrower to Bank in writing.

      5.5 Financial and Other Information . All financial information delivered to Bank, including all information relating to the financial condition of (a) Borrower or any of its partners, shareholders, or members (as applicable), (b) any Guarantor, and (c) the Property, fairly and accurately represents the financial condition being reported on as of its date. All such information is prepared in accordance with generally accepted accounting principles consistently applied, unless otherwise noted. There has been no material adverse change in the financial condition of any of the persons described above-reported at any time to Bank, except as previously disclosed to Bank in writing in later financial information and found acceptable to Bank in its sole and absolute discretion. Borrower has disclosed to Bank any and all leases affecting the Property or any portion thereof or interest therein.

      5.6 Accuracy . All reports, documents, instruments, information, and forms of evidence delivered to Bank concerning the Loans or required by this Agreement, any Loan commitment, and/or the other Loan Documents are accurate, correct, and sufficiently complete to give Bank true and accurate knowledge of their subject matter. None of them contains any misrepresentation or material omission.

      5.7 Taxes . Borrower has filed all required state, federal, and local income tax returns and has paid all taxes when due and payable. To the best of Borrower’s knowledge or belief without duty to investigate, Borrower knows of no basis for any additional assessment of taxes.

      5.8 Borrower Not a “Foreign Person” . Borrower is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended from time to time.

      5.9 No Breaches or Defaults . To the best of Borrower’s knowledge or belief without duty to investigate, no event has occurred and is continuing which would constitute a default or Event of Default (as defined in the applicable document) or an Unmatured Event of Default under any of the Loan Documents.

      5.10 Disclosure to Guarantor and Third Parties . Before any Guarantor and/or any other third party (if any) became obligated in connection with the Loans or under any of the Loan Documents, Borrower made full disclosure to that Guarantor and/or third party Trustor regarding Borrower’s financial condition and business operations, the present and former condition, uses, and ownership of the Property and all other circumstances bearing upon Borrower’s ability to pay and perform its obligations under the Loan Documents.

      5.11 ERISA Plans .

          (a) The Borrower has fulfilled its obligations, if any, under the minimum funding standards of ERISA and the Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code, and has not incurred any liability with respect to any Plan under Title IV of ERISA

          (b) No reportable event has occurred under Section 4043(b) of ERISA for which the PBGC requires 30 day notice.

          (c) No action by the Borrower to terminate or withdraw from any Plan has been taken and no notice of intent to terminate a Plan has been filed under Section 4041 of ERISA.

          (d) No proceeding has been commenced with respect to a Plan under Section 4042 of ERISA, and no event has occurred or condition exists which might constitute grounds for the commencement of such a proceeding.

6. Default and Remedies .

      6.1 Events of Default . An Event of Default will occur under this Agreement upon the occurrence of any of the following events:

          (a) Borrower fails to make any payment of principal or interest under the Facility 1 Note or the Facility 2 Note within ten (10) days after the date when due; or

          (b) Borrower fails to make any deposit of funds demanded by Bank under this Agreement within ten (10) days after Bank’s written demand; or

          (c) Borrower fails to comply with any other covenant contained in this Agreement calling for the payment of money and does not cure that failure within ten (10) days after written notice from Bank; or

          (d) Borrower or any Guarantor becomes insolvent or the subject of any Insolvency Proceeding, or any such party consents to the appointment or taking of possession by a receiver (or similar official) with respect to its business or property, or makes an assignment for the benefit of creditors; provided , however , that any involuntary Insolvency Proceeding shall not be considered an Event of Default hereunder if it is either (i) consented to in writing by Bank, or (ii) dismissed within ninety (90) days of the filing thereof; or

          (e) Borrower or any Guarantor dissolves or liquidates, or any of these events happens to any indemnitor hereunder or under any of the other Loan Documents (if any); or

          (f) An Accelerating Transfer occurs; or

          (g) Any representation or warranty when made or given in any of the Loan Documents proves to be false or misleading in any material respect; or

          (h) A material adverse change in Borrower’s or any Guarantor’s financial condition, or an event or condition materially impairing Borrower’s intended use of the Property, or Borrower’s or any Guarantor’s ability to repay the Loans occurs; or

          (i) Borrower, or any person affiliated with Borrower, fails to meet the conditions of, or fails to perform any obligation under, any other agreement Borrower has with Bank or any affiliate of Bank; or

          (j) Any Guarantor or any person affiliated with any Guarantor fails to meet the conditions of, or fails to perform any obligation under, any other agreement any Guarantor has with Bank or any affiliate of Bank; or

          (k) Borrower defaults under any agreement in connection with any credit in the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) or more that Borrower has obtained from anyone else if the default consists of failing to make a payment when due or gives the other lender the right to accelerate the obligation; or

          (I) Any Guarantor defaults under any agreement in connection with any credit in the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) or more that Guarantor has obtained from anyone else if the default consists of failing to make a payment when due or gives the other lender the right to accelerate the obligation (each subject to applicable notice and cure periods); or

          (m) Any of the following occurs: (i) a lawsuit is filed against Borrower or any Guarantor where the amount claimed is Four Hundred Thousand and No/100 Dollars ($400,000.00) or more and which (A) is not dismissed within sixty (60) days of the filing thereof, and (B) is not Covered by Insurance, (ii) a judgment or judgments are e