DWR FORM

TERM LOAN AGREEMENT

This TERM LOAN AGREEMENT (this “Agreement”), dated as of _________ ___, _____, is entered into by and between ______________________, a ____________ a corporation (“Borrower”), on the one hand, and ______________________, a ________ corporation, with an address at _________________________________________________ (together with its successors and permitted assigns (but not, except as expressly set forth herein, any participant that otherwise is not a party to this Agreement), “Lender”), on the other hand.

WHEREAS, Lender has agreed to extend to Borrower a loan in the principal amount of [____________________ ($_________)] (the “Term Loan”); and

WHEREAS, the Term Loan is evidenced by, among other things, that certain Term Loan Note of even date herewith (as the same may be amended, restated, severed, supplemented or otherwise modified from time to time, the “Term Note”) by Borrower in favor of Lender;

WHEREAS, the Term Loan is also secured by, among other things, (i) that certain Deed of Trust, Security Agreement and Financing Statement by Borrower in favor of Lender, dated as of the date hereof, as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Mortgage”) encumbering that certain property located at ________________________________, more particularly described on Exhibit A annexed hereto and made a part hereof (the “Property”), and (ii) that certain Assignment of Leases and Rents by Borrower in favor of Lender, dated as of the date hereof, as the same may be amended, restated, supplemented or otherwise modified from time to time (the “ALR”) encumbering the Property;

WHEREAS, ________________________ (each a “Guarantor” and collectively, the “Guarantors”) are the [direct] owners of 100% of the membership interests in Borrower, and, as a result, each Guarantor will benefit from the making of the Loan to Borrower;

WHEREAS, as additional security for the Loan, Lender has required that Guarantors execute and deliver that certain Payment Guaranty in favor of Lender, dated as of the date hereof (the “Guaranty”); and

WHEREAS, Lender is willing to make the Term Loan available to Borrower, upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, to induce Lender to extend the Term Loan to Borrower, and in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower hereby covenants and agrees for the benefit of Lender, as follows:

DEFINITIONS

For purposes of the Loan Documents and all schedules, exhibits, annexes and attachments thereto, in addition to the definitions elsewhere in this Agreement and the other Loan Documents, the terms listed in Appendix A shall have the respective meanings assigned to such terms in Appendix A, which is incorporated herein and made a part hereof. All capitalized terms used which are not specifically defined herein shall have the respective meanings assigned to them in Article 9 of the UCC to the extent the same are used or defined therein. Unless otherwise specified in any Loan Document, this Agreement, any other Loan Document and any agreement or contract referred to herein or in Appendix A shall mean such agreement or contract, as modified, amended, supplemented or restated and in effect from time to time, subject to any applicable restrictions set forth in such Loan Document. As used in this Agreement, the term “including” means “including, but not limited to”.