LOAN AGREEMENT

Organization and Authorization of Borrower. Borrower is a Louisiana corporation which is duly organized, validly existing and in good standing under Louisiana law. Borrower’s execution, delivery and performance of this Agreement and all other documents delivered to Lender have been duly authorized and do not violate Borrower’s articles of incorporation, by-laws (or other governing documents), material contracts or any applicable law or regulations.

Organization and Authorization of Owner. Owner is a Louisiana corporation which is duly organized, validly existing and in good standing under Louisiana law. Owner’s execution, delivery and performance of this Agreement and all other documents delivered to Lender have been duly authorized and do not violate Owner’s articles of incorporation, by-laws (or other governing documents), material contracts or any applicable law or regulations.

Litigation. There is no material pending or threatened litigation, arbitration or administrative proceeding, investigation or other action of any nature against or affecting any Appearer that could adversely affect any Appearer’s business or assets.

Information. All information, reports, papers and data given to Lender by any of the Appearers in connection with this Agreement are accurate and complete in all material respects, and no such information, reports, papers or data contains any material misstatement of fact or fails to state a fact necessary to make the statement contained therein not materially misleading.

Solvency. Borrower and each other Appearer is solvent and has the ability to pay its debts when and as due.

Taxes. Borrower and each other Appearer has filed all tax returns and reports required to be filed and has paid all taxes, assessments, fees and other governmental charges levied upon it or upon its property or income which are due and payable, including interest and penalties, or has provided adequate reserves for the payment thereof.

Regulation. Borrower is not engaged in the generation, transmission or distribution and sale of electric power, the provision of telephone service to others, or other business activities which would subject Borrower to regulation as a utility or common carrier under any federal or state laws or regulations. Borrower is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. None of the Loan proceeds will be used for the purpose of purchasing or carrying any margin stock, or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry a margin stock. Borrower is not engaged principally, or as one of Borrower’s important activities, in the business of extending credit for the purpose of purchasing or carrying margin stocks.

Review of Documents; Binding Obligations. The Appearers have reviewed this Agreement, the Note and the Collateral Documents with counsel for the Appearers and have had the opportunity to discuss the provisions hereof and thereof with the Lender prior to execution. This Agreement, the Note and the Collateral Documents constitute valid and binding obligations of the Appearers who are parties thereto, enforceable in accordance with their terms (except that enforcement may be subject to any applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of creditors’ rights).

No Consent. The Appearers’ execution, delivery and performance of this Agreement, the Note and the Collateral Documents to which each is a party do not require the consent or approval of any other person, entity or authority, including without limitation any regulatory authority or governmental body of the United States or any state thereof or any political subdivision of the United States or any state thereof, except for such consents that have been duly and validly obtained on or prior to the date hereof and remain in full force and effect.

Financial Condition. All financial statements of the Borrower, the Appearers and any affiliates delivered to Lender fairly and accurately present the financial condition of the parties for whom such statements are submitted and the financial statements of the Borrower, the Appearers and any affiliates have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, and there are no contingent liabilities not disclosed thereby which would adversely affect the financial condition of the Borrower or other Appearers. Since the close of the period covered by the latest financial statements delivered to Lender with respect to the Appearers and any affiliates, there has been no material adverse change in the assets, liabilities, or financial condition of any Appearer or any affiliates. No event has occurred (including, without limitation, any litigation or administrative proceedings) and no condition exists or, to the knowledge of the Borrower, the Appearers and any affiliates, is threatened, which (i) might render any of the Appearers or any affiliates unable to perform its obligations under this Agreement, the Note or the Collateral Documents to which each is a party, or (ii) would constitute a Default hereunder, or (iii) might adversely affect the financial condition of any Appearer or any affiliates or the validity or priority of the lien of the Collateral Documents.

Environmental Matters. (a) Except as disclosed to Lender, no friable asbestos, or any substance containing asbestos deemed hazardous by federal or state regulations on the date of this Agreement, has been installed in the property affected by the Collateral Documents (the “Property”). The Property and the Borrower are not in material violation of or subject to any existing, pending, or threatened investigation or inquiry by any governmental authority or to any remedial obligations under any applicable laws pertaining to health or the environment (hereinafter sometimes collectively called “Applicable Environmental Laws”), including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (as amended, hereinafter called “CERCLA”), the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984 (as amended, hereinafter called “RCRA”), and this representation and warranty would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Property and known to any Appearer. The Appearers have not obtained and are not required to obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of the Property by reason of any Applicable Environmental Laws, other than storm water discharge and other permits that may be ordinarily required in connection with the operation of office buildings and shopping centers. The Appearers shall give all such notices and maintain such permits as may be required under Applicable Environmental Laws. No hazardous substances or solid wastes have been disposed of or otherwise released on or to the Property, and the use which the any Appearer makes and intends to make of the Property will not result in the disposal or other release of any hazardous substance or solid waste on or to the Property, other than immaterial releases of materials in the ordinary course of construction of tenant improvements and the operation of office and retail facilities on the Property, which in each case does not cause a Material Release of materials on or about the Property. The terms “hazardous substance” and “release” as used in this Agreement shall have the meanings specified in CERCLA, and the terms “solid waste” and “disposal” (or “disposed”) shall have the meanings specified in RCRA; provided, in the event that the laws of the State of Louisiana establish a meaning for “hazardous substance,” “release,” “solid waste,” or “disposal” which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The term “Material Release” shall mean a release (or series of releases) of material which are required to be removed, encapsulated or otherwise remediated under Applicable Environmental Laws, the cost of which compliance, in the aggregate, exceeds $10,000.

Governmental Requirements. The Property is in compliance with all current governmental requirements affecting the Property, including, without limitation, all current coastal zone protection, zoning and land use regulations, building codes and all restrictions and requirements imposed by applicable governmental authorities with respect to the construction of any improvements on the Property and the use and contemplated use of the Property.

Continuing Accuracy. All of the representations and warranties contained in this Article or elsewhere in this Agreement shall be true through and until the later of the date on which all obligations of Borrower under this Agreement, the Note and the Collateral Documents and any other documents executed in connection herewith and therewith are fully satisfied, or Borrower shall promptly notify Lender of any event which would render any of said representations and warranties untrue or misleading.

COVENANTS. From the date of this Agreement and so long as the Loan shall be outstanding, unless compliance shall have been waived in writing by Lender:

Compliance with Tax and other Laws. Each Appearer shall comply with all laws that are applicable to the Appearer’s business activities, including, without limitation, all laws regarding (i) the collection, payment and deposit of employees’ income, unemployment, Social Security, sales and excise taxes; (ii) the filing of returns and payment of taxes; (iii) pension liabilities including ERISA requirements; (iv) environmental protection; (v) occupational safety and health; and (vi) all requirements of state, federal and other governmental regulatory bodies.

Notice of Default. Each Appearer shall notify Lender immediately upon becoming aware of the occurrence of any event constituting, or which with the passage of time or the giving of notice, could constitute, a Default.

Mergers, etc. Without the prior written consent of Lender no Appearer shall (i) be a party to a merger or consolidation, (ii) sell or lease all or substantially all of its assets or (iii) acquire all or substantially all of the assets of another entity. No Appearer will permit any material changes to be made in the character of its business as carried on at the original date of this Agreement.

Indebtedness and Liens. No Appearer shall mortgage or encumber any of the Property or suffer any liens to exist on any of the Property except those in favor of the Lender without the prior written consent of Lender.

Performance of Obligations. The Borrower will repay the Loan according to the reading, tenor and effect of the Note and this Agreement. The Appearers will do and perform every act required of it by this Agreement, the Note or the Collateral Documents to which each is a party at the time or times and in the manner specified.

Financial Statements and Reports. Intentionally left blank.

Reimbursement of Expenses. The Borrower will, upon request promptly reimburse the Lender for all amounts expended, advanced or incurred by the Lender to satisfy any obligation of the Borrower under this Agreement or any other agreement, document or instrument executed and delivered in connection herewith, or to protect the Property or business of the Borrower or to collect the indebtedness addressed hereby, or to enforce the rights of the Lender under this Agreement or any other agreement, document or instrument executed and delivered in connection herewith, which amounts will include all court costs, attorneys’ fees, fees of auditors and accountants, and investigation expenses reasonably incurred by the Lender in connection with any such matters, together with interest at the then highest interest rate set forth in the Note on each such amount from the date that the same is expended, advanced or incurred by the Lender until the date of reimbursement to the Lender.

Insurance. (a) The Borrower shall procure and maintain for the benefit of the Lender, or cause to be maintained original paid-up insurance policies from companies licensed in the state where the Property is located and having a Best’s rating of A or higher, in amounts, in form and substance, and with expiration dates acceptable to the Lender and containing a non-contributory standard mortgagee clause or its equivalent in a form satisfactory to the Lender, or the statutory mortgagee clause, if any, required in the state where the Property is located, or a mortgagee’s loss payable endorsement, in favor of the Lender, providing the following types of insurance on the Property:

Right of Inspection. The Appearers will permit any officer, employee or agent of the Lender to visit and inspect any of the Property, examine the books of record and accounts pertaining thereto, take copies and extracts therefrom, and discuss the affairs, finances and accounts of the Appearers with the Appearers’ officers (as applicable), accountants and auditors, all at such reasonable times and on reasonable notice and as often as the Lender may reasonably desire.

Notice of Certain Events. (a) The Borrower shall promptly notify the Lender if the Borrower learns of the occurrence of any event which constitutes a Default, together with a detailed statement of the steps being taken to cure the effect of such Default.

Indemnification. (a) The Borrower will indemnify the Lender and hold the Lender harmless from claims of brokers with whom the Borrower has dealt in the execution hereof or the consummation of the transactions contemplated hereby. The Lender will indemnify the Borrower from claims of brokers with whom the Lender has contracted in connection with the transactions contemplated hereby.

Environmental Indemnity. (a) The Borrower shall defend, indemnify and hold Lender and its directors, officers, agents and employees harmless from and against all claims, demands, causes of action, liabilities, losses, costs and expenses (including, without limitation, costs of suit, reasonable attorneys’ fees and fees of expert witnesses) arising from or in connection with (i) the presence on or under the Property of any hazardous substances or solid wastes (as defined elsewhere in this Agreement), or any releases or discharges of any hazardous substances or solid wastes on, under or from the Property, (ii) any activity carried on or undertaken on or off the Property, whether prior to or during the term of this Agreement, and whether by an Appearer or any predecessor in title or any officers, employees, agents, contractors or subcontractors of an Appearer or any predecessor in title, or any third persons at any time occupying or present on the Property, in connection with the handling, use, generation, manufacture, treatment, removal, storage, decontamination, clean-up, transport or disposal of any hazardous substances or solid wastes at any time located or present on or under the Property, (iii) any breach of any representation, warranty or covenant under the terms of this Agreement, or (iv) any loss sustained due to any portion of the Property being considered “wetlands”, as such term is defined by applicable federal law. The foregoing indemnity shall further apply to any residual contamination on or under the Property, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such hazardous substances or solid wastes, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable laws, regulations, codes and ordinances; provided, that such indemnity shall not apply to any releases that occur following the date that the Property is transferred pursuant to a foreclosure or dation en paiement as a result of the actions of Lender or Lender’s transferee and assigns. Without prejudice to the survival of any other agreements of the Borrower hereunder, the provisions of this Section shall survive the final payment of the Loan and the termination of this Agreement and shall continue thereafter in full force and effect.

Additional Documentation. Upon the written request of Lender each Appearer shall promptly and duly execute and deliver all such further instruments and documents and take such further action as Lender may deem necessary to obtain the full benefits of this Agreement and of the rights and powers granted in this Agreement.

ERISA Information and Compliance. The Borrower will promptly furnish to the Lender (i) promptly after the filing thereof with the United States Secretary of Labor or the Pension Benefit Guaranty Corporation, copies of each annual and other report with respect to each Plan or any trust created by the Borrower, and (ii) immediately upon becoming aware of the occurrence of any “reportable event,” as such term is defined in Section 4043 of ERISA, or of any “prohibited transaction,” as such term is defined in Section 4975 of the Internal Revenue Code of 1954, as amended, in connection with any Plan or any trust created by the Borrower, a written notice signed by the president, the chairman, the managing member or the chief financial officer of the Borrower specifying the nature thereof, what action the Borrower is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto. The Borrower will comply with all of the applicable funding and other requirements of ERISA as such requirements relate to the Plans of the Borrower.

Lender shall have received the Loan and Collateral Documents contemplated by this Agreement in form and substance satisfactory to Lender;

(2) 

All representations and warranties made by each Appearer to Lender shall be true and correct as of the date of the Loan’s funding;

Each Appearer’s business must be in a condition satisfactory to Lender, the management and ownership of any Appearer must not have changed and no material adverse change (from that reflected in the last financial statements delivered to, and accepted by, Lender prior to execution of this Agreement) has occurred in the financial condition of the Borrower or any Appearer; and

There exists no Default (or event which with notice or lapse of time or both could constitute a Default) under this Agreement or any other agreement between Borrower and Lender.