**Exhibit 10.35****LOAN AGREEMENT**This Loan Agreement (“Agreement”) is made as of the 27th day of March, 2008,by and between **Quepasa Corporation, a Nevada corporation**(“Lender”), and **BRC Group LLC, aCalifornia limited liability company**(“Borrower”).**I.   ****Background and Basic Terms****1.1****Agreement to Borrow and Lend; Background****.**(a) Subject to the terms and conditions set forth in this Agreement, Lender agrees to makeadvances to or for the benefit of Borrower, and Borrower agrees to borrow, a loan in the maximumprincipal amount of $600,000.00 (the “Loan”). Advances under the Loan will be made atLender’s discretion in accordance with the advance schedule set forth in paragraph (b) below, butonly if an Event of Default has occurred and has not been cured within any grace or cure period.(b) If all of the conditions precedent described in Section 1.4 are satisfied, then, subjectto Section 1.1(a), Lender will advance to Borrower the Loan amount as follows: (i) $300,000.00 onthe date hereof (“Closing Date”); (ii) $50,000.00 on April 1, 2008; and (iv) $250,000.00 onSeptember 1, 2008.(c) All advances made by Lender pursuant to this Agreement shall be evidenced by the Note andAncillary Documents (as defined in Section 1.2).**1.2****Loan Documents****.**(a) The Loan will be evidenced by a *Promissory Note*of even date herewith in the principalamount of $600,000.00, made by Borrower and payable to the order of Lender (the “Note”) asdescribed in this Agreement. Individually and collectively, the Note and this Agreement are calledthe “Loan Documents”.(b) In addition to the Note, Borrower and a majority in interest of Borrower’s Members,including Richard Copeland and Brad Rothenberg (individually and collectively, the “Members”) haveconcurrently with the execution of this Agreement executed and delivered to Lender an EquityInterests Purchase Warrant of even date (the “Warrant”), a Right of Purchase and Right ofFirst Refusal Agreement (the “ROFR Agreement”) and a Website Development and HostingAgreement between Lender, Borrower, and Alianza De Futbol, L.L.C., a Texas limited liabilitycompany, of even date herewith (the “Website Agreement”). Individually and collectively,the Warrant, the ROFR Agreement, and the Website Agreement are called the “AncillaryDocuments.”**1.3****Application of Loan Principal To Exercise Warrant**. Lender shall have the right tocause the outstanding principal balance of the Loan, evidenced by this Agreement and the Note, tobe applied to pay the exercise price for the Equity Interest in accordance with the terms andconditions described in the Warrant.
 
 

 
**1.4****Advance Conditions****.**(a) The obligation of Lender to make the Loan, and each and every advance under the Loan, isexpressly subject to the following conditions precedent:(i) Borrower’s delivery to Lender of the executed Loan Documents and a copy of itsArticles of Organization and Operating Agreement, with all amendments and modificationsthereto.(ii) Borrower’s delivery of a certified resolution adopted by Borrower’s Members andManagers authorizing Borrower to enter into this Agreement and to enter into and consummatethe transactions contemplated by the Loan Documents and the Ancillary Documents.(iii) All representations and warranties by Borrower hereunder shall remain true andcorrect in all material respects, and all agreements that Borrower is to have performed orcomplied with by the Closing Date shall have been performed or complied with, as of theClosing Date.(iv) No Event of Default exists and no event has occurred or condition exists that,with the giving of notice or lapse of time, or both, would constitute an Event of Default.(v) Prior to Lender making any advance, Borrower shall deliver to Lender a non-defaultcertificate attesting that no Event of Default has occurred under this Agreement and that ifsuch Event of Default has occurred it has been cured in its entirety and that no event hasoccurred that with the giving of Notice or the passage of time, or both, would constitute anEvent of Default.**II.   ****Representations and Warranties**Borrower represents and warrants to Lender as follows:**2.1****Organizational Matters****.**(a) Borrower and its constituent principals, by executing this Agreement or borrowingresolutions or authorizations referring to this Agreement: (i) approve and ratify the terms andprovisions of the Loan Documents and the Ancillary Documents; (ii) agree that the provisions of theLoan Documents and the Ancillary Documents shall govern to the extent of any inconsistency with theprovisions of Borrower’s organizational documents, as between Borrower and Lender; and (iii) agreethat Lender shall have no duty to inquire into the powers of Borrower or the persons acting orpurporting to act on behalf of Borrower and shall have no responsibility of any nature to determineor be concerned with any provisions of Borrower’s organizational documents or any fiduciary orother duty of Borrower or any manager or member thereof to any other person. Nothing in thisparagraph shall affect any powers, rights and obligations between or among Borrower and any personsother than Lender (and its successors and assigns), the sole purpose of this paragraph being toeliminate any duty or obligation of Lender to determine or be concerned with any such powers,rights or obligations.(b) Until the principal balance of the Loan is paid in full, Borrower’s organizationaldocuments shall not be modified or amended in any respect without Lender’s prior written consent.Borrower shall provide copies of any modification or amendment of its organizational documents toLender. Lender may impose such documentary, title insurance, opinion of counsel and/orrecording and filing conditions and requirements as Lender may determine on a conservative basisare required or prudent to assure that Lender’s rights under this Agreement and the other LoanDocuments will be maintained in full force and effect and will not be impaired.
 
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**2.2****Status of Borrower*****.***Borrower is a manager-managed limited liability company dulyorganized, validly existing under the laws of the State of California. Borrower is in goodstanding and qualified to transact business in all jurisdictions in which the nature of itsbusiness makes such qualification necessary and where failure to so qualify could have a materialadverse effect on its business, financial condition or operations. Borrower is not a “foreigncorporation,” “foreign partnership,” “foreign trust,” or “foreign estate” as those terms aredefined in the Internal Revenue Code and the regulations promulgated thereunder.**2.3****Authority of Borrower; Valid and Binding Obligation*****.***Borrower has full power andauthority to own its properties and assets and to carry on its business as now being conducted.Borrower and the person(s) acting herein on its behalf are fully authorized and permitted to enterinto the Loan Documents and the Ancillary Documents, to execute any and all documentation requiredtherein, to borrow the amounts contemplated in the Loan Documents and the Ancillary Documents uponthe terms set forth therein and to perform the terms of the Loan Documents and the AncillaryDocuments, none of which require the consent or approval of any third person or do or will conflictwith or violate any Legal Requirement applicable to Borrower or any of its managers or constituentmembers or with the governing organizational documents of Borrower or any of its managers orconstituent members. The Loan Documents constitute valid and binding legal obligations ofBorrower, enforceable in accordance with their terms, free from any set-off, claim or defense ofany nature.**2.4****Liens, Security Interests and Assignments****.**Any liens, security interests andassignments created by the Loan Documents will, if and when granted and duly filed or recorded,constitute valid, effective, properly perfected and enforceable liens, security interests andassignments.**2.5****No Breach or Default under Other Instruments or Agreements****.**The execution,delivery and performance of the Loan Documents, the Ancillary Documents and all other documents andinstruments relating to the Loan will not result in any breach of, or constitute a default under,any agreement or instrument to which Borrower is a party or under which it is obligated. No suchparty is in default in the performance or observance of any obligations, covenants or conditions ofany such agreement or instrument.**2.6****No Actions, Suits or Proceedings****.**No actions, suits or legal or administrativeproceedings are pending before any court, arbitrator or governmental body, or, to the bestknowledge of Borrower, are threatened (nor, to the best knowledge of Borrower, does any basis existtherefor), against Borrower or affecting any such party’s property or assets that might materiallyand adversely affect the repayment of the Loan, such party’s performance under the Loan Documentsor the Ancillary Documents, such party’s financial condition, business or operations or the valueof Lender’s security. Borrower is not in default under, or in violation of, any order, writ,injunction, decree, judgment, award, determination, direction or demand of any court, arbitrator orgovernmental body, nor is there any outstanding judgment or arbitration award against any suchparty.**2.7****Survival of Representations and Warranties****.**All representations and warrantiesmade herein shall survive the execution of this Agreement, the making of any advance hereunder andthe execution and delivery of all other documents and instruments in connection with the Loan, solong as Lender has any commitment to lend to Borrower hereunder and until the Loan has been paid infull.
 
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**2.8****Loan Documents****.**The Loan Documents and the Ancillary Documents are valid andenforceable according to their terms.**2.9****Financial Information****.**Each balance sheet and income statement and any otherfinancial statements provided by Borrower to Lender (individually and collectively, the “FinancialStatements”) shall be submitted to Lender timely and shall be accurate, true and correct in allmaterial respects and shall present fairly the financial condition of Borrower as of the datethereof and the results of operation of Borrower for the period covered thereby. Borrower herebyhas no knowledge of any liabilities, contingent or otherwise, as of the date of any FinancialStatement not reflected in the balance sheet. No Financial Statement shall fail to state anymaterial fact necessary to make the information contained therein, not misleading.**2.10****Title to Assets****.**Borrower has good and marketable title to all of its assets,and Borrower’s assets are not subject to any mortgage, deed of trust, pledge, lien or othersecurity interests, other than those permitted by Lender, consented to by Lender and evidenced,which consent is evidenced in writing.**2.11****Franchises and Permits****.**Borrower has all material permits, franchises, contractsand licenses and required trademarks and other intellectual property necessary to conduct itsbusiness as it is presently conducted.**2.12****Taxes**. Borrower has filed all tax returns and reports required to be filed andhas pay all applicable federal, state and local franchise, income, property and employment taxes,which may now or hereafter become payable.**2.13****Compliance with Law**. Borrower has complied with all laws applicable to Borrower.**III.   ****Covenants**So long as Lender has any commitment to lend to Borrower hereunder and until the Loan has beenpaid in full:**3.1****Financial Information****.**To provide the following financial information andstatements and such additional information as requested by the Lender from time to time:(a) As soon as available but not later than 120 days after the Borrower’s fiscal year end, theBorrower’s unaudited annual Financial Statements including balance sheet, income statement andsource and use of funds statement. If Borrower has any subsidiaries, the statements shall beprepared on a consolidated basis.(b) Upon Lender’s request, the Borrower’s unaudited quarterly financial statements, includingbalance sheet, income statement and source and use of funds statement, if such statements areavailable. If Borrower has any subsidiaries, the statements shall be prepared on a consolidatedbasis.(c) Upon Lender’s request, a statement of cash flow projections for at least the next 36months for the Borrower on an unconsolidated basis if such statements are available.(d) Copies of the Borrower’s federal income tax returns (with all forms attached), within 15days of filing with the IRS, and, if requested by the Lender, copies of any extensions of thefiling date.
 
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In addition, Borrower shall promptly notify Lender of any condition or event of which it hasknowledge that constitutes an Event of Default, and of any material adverse change in the financialcondition of Borrower; and promptly notify Lender of any litigation or claims that could materiallyand adversely affect the repayment of the Loan or the performance by Borrower under the LoanDocuments, the financial condition or operations of Borrower or the value of Lender’s security.**3.2****Indemnification of Lender****.**(a) Borrower shall indemnify and hold Lender, and its respective successors and assigns(collectively, “Indemnitees”), harmless for, from and against any and all claims assertedagainst any Indemnitee by any person arising out of or in connection any gross negligence orwillful misconduct of Borrower in connection with the Loan Documents. The foregoing indemnityshall not apply to claims which arise solely out of an Indemnitee’s gross negligence or willfulmisconduct. Borrower shall have the first opportunity to defend against any such claim; provided,however, that if, in the reasonable judgment of Lender, Indemnitors are incapable of defending (dueto a conflict of interest or otherwise), or unwilling to defend, the relevant Indemnitee(s) againstsuch claims or fail to defend the relevant Indemnitee(s) against such claims in a manner Lenderreasonably deems appropriate, then Lender shall be entitled to appear in any action or proceedingto defend the relevant Indemnitee(s) against such claims with counsel of its own choice, andIndemnitors shall reimburse Lender for all costs incurred by Lender in connection therewith,including reasonable attorneys’ fees, within ten (10) business days after demand therefor. Anyfailure to so reimburse Lender within the specified time period shall constitute an Event ofDefault, and the unreimbursed amount shall be added to the outstanding balance of the Loan, andshall be subject to the Warrant. The indemnity obligations in this paragraph 3.2 shallsurvive repayment of the Loan and the termination of any other portions of this Agreement.(b) The relevant Indemnitee(s), at its sole option, shall be entitled to settle or compromiseany claim asserted against it, subject to the prior reasonable approval of Borrower, and suchsettlement shall be binding upon Indemnitors for purposes of the foregoing indemnification;provided, however, that, upon ten business days’ prior written notice (or such shorter time periodas may then be practicable under the circumstances), Indemnitors may settle or compromise any suchclaim, or decide not to settle or compromise any such claim, as long as all Indemnitees are fullyreleased from any and all liability thereon. Payment by Lender pursuant to such settlement orcompromise, or payment by Lender of any judgment or claim successfully asserted against anIndemnitee or any Membership Interests, shall be added to the outstanding balance of the Loan, andbe payable upon demand of Lender.**3.3****Further Assignment, Transfer or Encumbrance****.**Except as expressly permitted bythis Agreement or the Warrant, without the prior written consent of Lender, Borrower and theMembers shall not: (a) create or suffer to be created any mortgage, pledge, security interest,encumbrance or other lien on any Membership Interest; or (b) transfer, or create or suffer to becreated any mortgage, pledge, security interest, encumbrance or other lien on, any other propertyor assets now owned or hereafter acquired by Borrower except in return for Borrower’scontemporaneous receipt of benefits of at least equal value.**3.4****Use of Proceeds; Business Activities****.**Borrower shall use the proceeds of the Loansolely for the operation of Borrower’s business, in Borrower’s discretion, but shall not use saidproceeds to pay compensation to the Borrower’s managers or officers.**3.5****Compliance with Laws****.**Borrower shall comply, in all material respects, with thelaws, regulations and orders of any government body with authority over Borrower’s business.
 
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**3.6****Restrictions****.**Until the principal balance evidenced by the Note is paid in full,Borrower shall not make any loans, advances or other extensions of credit to, officers, directors,executives, managers, or members without Lender’s prior written consent.**3.7****Insurance**. Until the principal balance evidenced by the Note is paid in full,Borrower shall maintain commercial general liability coverage with reasonable limits for Borrower’sbusiness activities and to maintain all-risk property insurance on real or personal propertymaintained or owned by Borrower in a reasonable amount for Borrower’s business activities.**3.8****Transfer of Membership Interest**. Borrower shall not assign, transfer or conveyany of its right, title or interest in any Membership Interest that in an aggregate equals morethan 50% of the total issued and outstanding Membership Interests. Upon any transfer by Borrowerin violation of this Section 3.8, the total outstanding principal under the Note shall become duepayable in full.**3.9****Additional Negative Covenants****.**Borrower shall not, without Lender’s prior writtenconsent:.(a) Engage in any business activities substantially different from the Borrower’s presentbusiness plan, as provided to Lender on or before the date first written above (“ Borrower’sBusiness Plan”);(b) Liquidate or dissolve the Borrower’s business;(c) Dispose of all or substantially all of the Borrower’s assets without compliance withSection 7(b) of the Note;(d) Acquire or purchase a business or its assets for a consideration, including assumption ofdebt, in excess of One Hundred Thousand Dollars ($100,000) in the aggregate, unless suchacquisition or purchase is consistent with Borrower’s Business Plan;(e) Sell or otherwise dispose of any assets for less than fair market value; or(f) Use any proceeds of the Loan for personal, family, household or other consumer purposes.**IV.   ****Default and Remedies****4.1****Events of Default****.**Occurrence of one or more of the following events shallconstitute an “Event of Default” under this Agreement:(a) Any failure to pay any amount due Lender (i) under the Note or any one or more of theother Loan Documents as and when the same becomes due and payable, or (ii) under any otheragreement between Borrower and Lender.(b) Any failure or neglect to perform or observe any of the terms, provisions, conditions orcovenants of any one or more of the Loan Documents, any one or more of the Ancillary Documents, orany other document or instrument executed or delivered in connection with the Loan.(c) Any warranty, representation or statement contained in any one or more of the LoanDocuments or any other document or instrument executed or delivered in connection with the Loan,or made or furnished to Lender by or on behalf of Borrower, shall be or shall prove to havebeen false, inaccurate or misleading in any material respect when made or furnished.
 
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(d) Richard Copeland or Brad Rothenberg dies or becomes physically incapacitated or mentallyincompetent;(e) Borrower is dissolved, liquidated or terminated, or otherwise ceases to exist.(f) Borrower makes or furnishes Lender with any financial or other statement or certificaterequired or provided for under this Agreement or any other Loan Document or otherwise which isfalse, inaccurate or misleading in any material respect, whether or not Lender has actual knowledgeof any such falsity, inaccuracy or misleading nature.(g) Borrower becomes insolvent; makes an assignment for the benefit of creditors; failsgenerally to pay its debts as they become due; a receiver, trustee, custodian or conservator isappointed with respect to all or part of Borrower’s assets; or a petition for relief under anychapter of the federal Bankruptcy Code (or any similar debtor relief laws to which the parties maybe subject) is filed by or against Borrower.(h) Breach of any term or condition of the Warrant.(i) Any breach by Borrower under the ROFR Agreement.(j) A default by Borrower under any other agreement by Borrower for the loan of money toBorrower that is not cured within any applicable loan or grace period or the institution of anylegal action or proceedings to enforce a lien upon the Membership Interest or any part thereof.(k) The occurrence of any adverse change in the financial condition or business affairs ofBorrower that Lender, in its reasonable discretion, deems material, or if Lender in good faithshall believe that the prospect of payment or performance of all or part of the Loan is materiallyimpaired, and such adverse change is not cured by a substitute income stream within the six (6)month period following such occurrence.(l) Any Loan Document shall, at any time, and for any reason (except as may be approved byLender), cease to be in full force and effect other than by the terms thereof or shall be declarednull and void, or the validity or enforceability thereof shall be contested by Borrower, orBorrower shall deny that it has any further liability or obligation thereunder other than by theterms thereof.(m) The occurrence of any other default under any Loan Document, or any other document orinstrument executed or delivered in connection with the Loan, whether or not such default isexpressly defined therein as an “event of default.”**4.2****Cure Period****.**If an Event of Default occurs, but is capable of cure within thecure periods sets forth herein, except for those Events of Default described in Section 4.1(a),(c), (d), (e), (f) and (g), Borrower shall have ten (10) calendar days after the earlier of (i) thedate of such Event of Default, or (ii) the date Lender gives written notice to Borrower as providedby paragraph 5.17 specifying the nature of the Event of Default, in which to cure the Eventof Default; provided that Lender shall not be obligated to notify Borrower of any Event of Defaultdescribed in Section 4.1(a), (c), (d), (e), (f) or (g). The ten (10) calendar period described inthe foregoing sentence shall be extended by another twenty (20) calendar days (for a total ofthirty (30) calendar days) if: (a) the relevant Event of Default is reasonablycapable of being cured, but not within ten (10) calendar days and not by the payment ofmoneys; and (b) Borrower immediately commences, expeditiously takes and diligently pursues allreasonable steps to cure the Event of Default.
 
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The giving of any such notice shall not precludeLender from giving other or additional notices of other Events of Default, whether or not any suchother Events of Default are or were in existence at the time of such notice. As used in thisAgreement: (i) “Matured Default” means an Event of Default that Lender has formallydeclared to exist in a written communication pursuant to paragraph 5.17 that either (A) isdescribed in Section 4.1(a), (c), (d), (e), (f) or (g), (B) is not reasonably capable of beingcured, or (C) is reasonably capable of being cured, but has not been cured within the applicablecure period; and (ii) “Event of Default” includes any event described in paragraph 4.1above, regardless of whether Lender has formally declared the event to exist in a writtencommunication, as well as any Matured Default. Without limiting the scope of Events of Defaultthat will not be deemed capable of cure within the meaning of this paragraph, Borrower acknowledgesthat the filing of a voluntary petition for relief under any chapter of the federal Bankruptcy Codeby any person described in paragraph 4.1(g) shall constitute Events of Default that are notcapable of cure. Lender shall not be required under any circumstance to give Borrower more thanone notice or cure period with respect to a given Event of Default or to extend the cure periodwith respect to a given Event of Default beyond the applicable cure period described above.Notwithstanding any provision of any Loan Document to the contrary, no notice or cure period needbe given prior to accelerating the Loan by reason of the failure to pay all amounts due upon thematurity of the Loan. Borrower acknowledges and agrees that all cure periods provided in the LoanDocuments will run concurrently with all applicable statutory cure periods if Lender so elects.**4.3****Exercise of Remedies by Lender****.**(a) If a Matured Default exists, Lender shall have the right, at its sole option, to declarethe whole principal sum of the Loan then outstanding immediately due and payable, together withallother costs, charges and indebtednesses described in the Loan Documents or any other documentexecuted in connection with this Agreement. Any sums advanced or costs or expenses incurred byLender pursuant to the terms of the Loan Documents shall be subject to the Warrant. The foregoingsentence shall be equally applicable to costs and expenses incurred by Lender in any proceedingunder the federal Bankruptcy Code.(b) If a Matured Default exists, Lender may, at its option, withhold any further advancesunder this Agreement or take any other actions which Lender determines in good faith are necessaryto preserve and protect the Membership Interests. If an involuntary petition is filed againstBorrower under any chapter of the federal Bankruptcy Code, Lender may, at its option, withhold anyadvances under this Agreement until such petition is dismissed or the bankruptcy court enters anappropriate order confirming that Lender’s liens on any then-owned or after-acquired property ofBorrower shall remain in full force and effect with respect to any indebtedness then or thereafterevidenced by the Note.(c) Anything in this Agreement to the contrary notwithstanding, at any time an Event ofDefault exists, and without regard to whether a Matured Default exists, Lender, in its sole andabsolute discretion, may cause any unpaid principal due it under this Agreement and the Note to beapplied, to the extent permitted by the Warrant, to pay the exercise price set forth in theWarrant.Exercise of the Warrant, and the sole and exclusive ownership in and to the Webpage,Developer Content, Work Product (as each of the foregoing terms is defined in the WebpageDevelopment and Hosting Agreement between Holder and Maker of approximate date herewith) and allstatistical information obtained through the tracking and monitoring the Webpage, shall be Lender’ssole remedy and recourse to collect any unpaid amounts due under the Loan Documents.
 
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**V.   ****General and Miscellaneous Provisions****5.1****Term of Agreement****.**The term of this Agreement shall commence immediately upon itsexecution and delivery and the covenants, agreements, representations and warranties contained inthis Agreement shall survive the making of the Loan and shall continue so long as any part of theLoan, or any extension, modification or renewal thereof, remains unpaid or unperformed.**5.2****Right to Assign or Participate****.**Lender may not assign, negotiate, participate,pledge or otherwise hypothecate all or any portion of its rights under any of the Loan Documents orany of its security, and may not assign and delegate any or all of its primary supervisory anddisbursing functions, without the written consent of Borrower. In case of such assignment,Borrower will accord full recognition thereto and hereby agrees that all rights and remedies ofLender in connection with the interest so assigned shall be enforceable against Borrower byLender’s assignee. On and after the effective date of such assignment, the assignee shall for allpurposes become the Lender under the Loan Documents, and shall have all of the rights andobligations of a Lender under the Loan Documents, to the same extent as if it were the originalLender, and the assigning Lender shall thereafter be released from further obligation with respectto the assigned portion of the Loan. Lender may furnish to any prospective, assignee of the Loan,or to any governmental or regulatory authority, any information or documentation that Lender mayhave regarding Borrower or the Loan. Notwithstanding the foregoing, Borrower shall not withholdits consent for such an assignment unless the assignee thereof competes with Borrower in thebusiness of producing soccer tournaments.**5.3****Integration; Amendments****.**The Loan Documents constitute a complete integration ofthe agreement of Lender and Borrower respecting the Loan, and may be amended or modified in thefuture only by written amendment signed by Lender and Borrower. Any and all prior oral and/orwritten commitments from Lender to Borrower, any predecessor in interest of Borrower with respectto all or any portion of the financing described in this Agreement have been merged in the LoanDocuments and the other documentation executed and delivered concurrently herewith, and shall,except as expressly provided in the Loan Documents and the other documentation executed anddelivered concurrently herewith, be of no further force or effect. No representations, promises,warranties, understandings or agreements, express or implied, verbal or written, exist with respectto the Loan except those expressly set forth in the Loan Documents and the other documentationexecuted and delivered concurrently herewith. Borrower acknowledges that its execution anddelivery of the Loan Documents is its free and voluntary act and deed, and that its execution anddelivery have not been induced by, or done in reliance upon, any representations, promises,warranties, understandings or agreements made by Lender or its agents, officers, employees orrepresentatives that are not set forth in the Loan Documents.**5.4****Cumulative Rights****.**Lender may exercise any available right, power or remedy, atits option and in its sole and absolute discretion, without any obligation to do so. If Lender isgiven two or more alternative courses of action, Lender may elect any alternative or combination ofalternatives, at its option and in its sole and absolute discretion. No single or partial exerciseof any right, power or remedy shall preclude any other or further exercise thereof or of any otherright, power or remedy. All moneys advanced by Lender under the terms of the Loan Documents andall amounts paid, suffered or incurred by Lender in exercising any authority granted in the LoanDocuments, including court costs and reasonable attorneys’ fees and the expenses, shall beimmediately due and payable by Borrower, be added to the outstanding balance of the Loan, and besubject to the Warrant.**5.5****Governing Law and Venue****.**This Agreement and all other Loan Documents will beexecuted and delivered in, and shall be governed by and construed in accordance with thesubstantive laws and judicial decisions of the State of Arizona (regardless of Arizonaconflict oflaws principles or the residence, location, domicile or place of business of Borrower, anyguarantor, or any of their constituent principals) and applicable federal laws, rules and regulations, as more particularly describedin paragraph 14 of the Note. Borrower expressly acknowledges and agrees that any judicialaction to enforce any right of Lender under this Agreement or any of the other Loan Documents maybe brought and maintained in the venue(s) described in paragraph 14 of the Note. Borrowerwaives any objection thereto based on improper venue or the alleged inconvenience of such a courtas a forum in which to litigate or arbitrate the action.
 
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**5.6****Waivers by Borrower****.**Borrower waives presentment, demand, protest and notices ofprotest, nonpayment, partial payment and all other notices and formalities except as expresslycalled for in this Agreement. Borrower further consents to, and waives notice of (a) the grantingof indulgences or extensions of time of payment, and (b) the addition or release of persons who maybe or become primarily or secondarily liable for the Loan or any part thereof, all in such a mannerand at such time as Lender may deem advisable.**5.7****Waivers by Lender****.**No delay or omission by Lender in exercising any right, poweror remedy hereunder, or indulgence given to Borrower with respect to any condition set forthherein, or Event of Default shall: (a) impair any right, power or remedy of Lender under thisAgreement; (b) be construed as Lender’s waiver of, or acquiescence in, such condition or any Eventof Default; or (c) be construed as a variation or waiver of any of the terms, conditions orprovisions of this Agreement. No waiver by Lender of any Event of Default shall constitute awaiver of any other prior or subsequent Event of Default, or of the same Event of Default, afternotice to Borrower demanding strict performance. Lender shall not be estopped from taking anyaction with respect to any Event of Default because of any delay by Lender in giving notice of suchEvent of Default or exercising any remedy based thereon. No waiver of any Event of Default shallbe effective unless it is written and signed by an authorized officer of Lender.**5.8****Time of the Essence****.**Time is of the essence of this Agreement, the other LoanDocuments and of each term, provision and condition thereof.**5.9****Successors and Assigns; No Third Party Beneficiaries****.**Except as otherwiseprovided herein, this Agreement shall be binding upon and inure to the benefit of the successorsand assigns of the parties hereto; however, this Agreement shall not confer any rights or remediesupon any person other than the parties hereto and their respective permitted successors andassigns.**5.10****Construction of Agreement; Incorporation by Reference****.**This Agreement shallapply to the parties hereto according to the context hereof, without regard to the number or genderof words or expressions used herein. The headings or captions of Articles and paragraphs in thisAgreement are for convenience and reference only, and in no way define or limit the scope or intentof this Agreement or the provisions of such Articles or paragraphs. Article, paragraph,subparagraph, clause and exhibit references are to this Agreement, unless otherwise specified.This Agreement shall be construed as a whole, in accordance with the fair meaning of its language,and, as each party has been represented by legal counsel of its choice in the negotiation of thisAgreement or deliberately chosen not to be so represented, neither this Agreement nor any provisionthereof shall be construed for or against either party by reason of the identity of the partydrafting this Agreement. As used in this Agreement, the terms: (a) “include(s)” or “including”shall mean without limitation by reason of enumeration; (b) “herein,” “hereunder,” “hereof,”“hereinafter” or similar terms refer to this Agreement as a whole rather than to any particularArticle or paragraph; (c) “person” includes a corporation, trust, partnership, joint venture,limited liability company, association, governmental body or other entity, as well as a naturalperson; (d) “month” means a calendar month unless otherwise provided; (e) “days” means calendardays unless otherwise provided; and (f) “good faith” shall have the meaning provided in A.R.S. §47-1201 as of the date of this Agreement. Any document incorporated herein by reference shall bemade a part hereof for all purposes, and references inthis Agreement to such document shall be deemed to include such reference and incorporation,and reference to any agreement, document or instrument (including this Agreement and any other LoanDocument) means such agreement, document or instrument as amended, modified, replaced, supersededor restated. Unless otherwise expressly provided in this Agreement or another Loan Document, theprovisions of this Agreement shall prevail in the event that an irreconcilable conflict ordiscrepancy exists between the provisions of this Agreement and the provisions of any other LoanDocument, and specific provisions of the Loan Documents that irreconcilably conflict with generalprovisions of the same or another Loan Document that is not otherwise entitled to priority inconstruction shall prevail over the general provisions. Technical words and phrases and those thathave acquired particular meanings in the commercial mortgage lending, real estate and constructionindustries shall be construed according to those particular meanings when the context in which theyare used in this Agreement reasonably indicates that the technical meaning is intended.
 
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**5.11****Severability; Partial Invalidity****.**Each covenant, provision and condition of thisAgreement shall be interpreted in such a manner as to be valid and effective under applicable law.If any such covenant, provision or condition shall be held to be void or invalid, the same shallnot affect the remainder hereof, which shall be valid and effective as though the void or invalidcovenant, provision or condition had not been contained herein.**5.12****Time Periods****.**Time periods referred to herein shall be determined by excludingthe day of the event when the period commences or from which it runs and shall expire at 5:00 p.m.Phoenix, Arizona time on the last day included in such period unless it is not a business day, inwhich case it shall expire at 5:00 p.m. on the next business day.**5.13****Relationship between Parties****.**The sole and only relationship created by thisAgreement is that of borrower and lender, and Borrower is not and shall not be the agent of Lenderfor any purpose whatsoever. Lender shall have no fiduciary responsibilities to Borrower, orundertake any responsibility to Borrower to review or inform Borrower of any matter in connectionwith any aspect of Borrower’s business or operations.**5.14****Assignment of Borrower’s Rights****.**Borrower may not assign, sell or otherwisetransfer any of its rights under this Agreement, and any such purported assignment, sale ortransfer shall be void and constitute an Event of Default which is incapable of cure.**5.15****Further Documents and Acts****.**Upon the request of Lender, Borrower shall executeand deliver or authorize, as appropriate, such further documents, including financing statements orreplacement promissory notes, guaranties or other loan documents, and take such further actions asmay be reasonably necessary to correct clerical errors or omissions in any loan closingdocumentation, or to replace any lost or destroyed loan closing documentation, if considerednecessary or desirable by Lender to carry out the intent of this Agreement and to perfect andpreserve the rights, interests and priority of Lender hereunder.**5.16****Standard of Approval****.**When the approval of Lender is required or permitted, orLender’s consent may be granted or withheld, under this Agreement or any other Loan Document, andno standard for the exercise of Lender’s discretion is otherwise specified, Lender may grant orwithhold its approval or consent in Lender’s sole and absolute discretion.**5.17****Relationship of Loan Agreement to Ancillary Documents****.**Except as otherwiseexplicitly provided hereunder, Lender’s rights under this Agreement and the Note are separate anddistinct from any rights Lender may have under any of the Ancillary Documents. In no event shallany breach or default by Lender under any of the Ancillary Documents create or afford Borrower aright of setoff or deduction against the obligations due Lender under this Agreement or the Note, andBorrower waives any such right of setoff or deduction against the obligations of Borrower underthis Agreement and the Note. Borrower’s obligations under this Agreement and the Note areabsolute. The foregoing notwithstanding, regardless of whether Lender, in its sole discretion,exercises its rights under the Warrant, Borrower’s obligations under this Agreement and the Noteshall be extinguished and deem to be paid in full as of the Expiration Date, as defined in theWarrant.
 
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**5.18****Notices****.**All notices, requests, demands or documents which are required orpermitted to be given or served hereunder shall be in writing and: (a) personally delivered to theparty to be notified, in which instance notice shall be deemed to have been given and received uponactual delivery; (b) sent by certified United States mail, return receipt requested, postageprepaid, addressed to the party to be notified, in which instance notice shall be deemed to havebeen given upon deposit in the mail at any postal station and received twenty-four (24) hours aftersuch deposit or such earlier date as may be shown on the return receipt; (c) sent by a reputablenational overnight commercial courier service (such as Federal Express, but not including UnitedStates Postal Service Express Mail) addressed to the party to be notified, in which instance noticeshall be deemed to have been given upon deposit with such courier service for delivery and receivedon the first (1st) business day after deposit; or (d) sent by telecopier transmission to the partyto be notified, in which instance notice shall be deemed to have been given and received uponacknowledgment of receipt, by the party to be notified, of the telecopier transmission duringregular business hours at the fax number hereinafter specified, or, if after regular business hoursor on a day which is not a business day, at 8:00 a.m. on the next business day. The addresses ofthe parties for notice by any of the foregoing means shall be as follows:       If to Borrower: BRC Group, LLC