Complaint Unlimited Fee Applies

Cal. Super. - 6th Dist.March 16, 2021

10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HOPKINS 8: CARLEY ATTORNEYS AT LAW SAN JOSE OPALO ALTO Stephen J. Kottmeier (State Bar N0. 77060) sjk@hopkinscarley.com Monique D. Jewett-Brewster (State Bar N0. 217792) mjb@hopkinscarley.com Rachael W. Hiatt (State Bar No. 3 1 7623) rhiatt@hopkinscarley.com HOPKINS & CARLEY A Law Corporation The Letitia Building 70 South First Street San Jose, CA 951 13-2406 mailing address: P.O. Box 1469 San Jose, CA 95 109-1469 Telephone: (408) 286-9800 Facsimile: (408) 998-4790 Attorneys for Plaintiff CATHAY BANK, a California Banking Corporation E-FILED 3/16/2021 1:42 PM Clerk of Court Superior Court of CA, County of Santa Clara 21 CV379031 Reviewed By: V. Taylor SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA CATHAY BANK, a California Banking Corporation, Plaintiff, V. VIOLET PARVARANDEH and PIROOZ PARVARANDEH and DOES 1 through 50, inclusive, Defendants. CASE NO. 21 CV379031 VERIFIED COMPLAINT FOR BREACH OF GUARANTY [Verification by Facsimile] Plaintiff Cathay Bank (“Plaintiff’ or “Cathay”) alleges as follows: PARTIES 1. Plaintiffwas and is a California banking corporation doing business in the County 0f Santa Clara, California, among other places. Among other things, Cathay is in the business 0f making commercial loans. 2. Plaintiff is informed and believes and thereon alleges that Defendant Violet Parvarandeh (“Defendant V. Parvarandeh”) was and is an individual residing in the County 0f 924\3724005.3 VERIFIED COMPLAINT FOR BREACH OF GUARANTY 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HOPKINS 8: CARLEY ATTORNEYS AT LAW SAN JOSE OPALO ALTO Santa Clara, California. 3. Plaintiff is informed and believes and thereon alleges that Defendant Pirooz Parvarandeh (“Defendant P. Parvarandeh”) was and is an individual residing in the County 0f Santa Clara, California. Defendants V. Parvarandeh, and P. Parvarandeh are collectively referred t0 hereinafter as “Guarantors.” 4. Plaintiff is unaware of the true names and capacities 0f defendants Does 1 through 50, inclusive, and sues said defendants by such fictitious names and capacities. Plaintiff Will amend this complaint t0 allege such true names and capacities When the same have been ascertained. Plaintiff is informed and believes and thereon alleges that each 0f defendants Does 1 through 50, inclusive, and each 0f them, are in some means 0r manner legally obligated and liable for the obligations, duties and claims hereinafter set forth. Plaintiff hereinafter sometimes refers to Guarantors and DOES 1 through 50 collectively as “Defendants.” GENERAL ALLEGATIONS A. Plaintiff Extends Credit t0 Borrower in 2015 5. On 0r about March 5, 2015, for valuable consideration, Plaintiff extended credit t0 US Immigration Investment Center, LLC (“Borrower”), in the form 0f a loan (hereinafter the “L0an”) and other agreements in the original principal amount 0f Eleven Million, Two Hundred and Twenty Eight Thousand Dollars ($1 1,228,000.00). The Loan was extended pursuant t0 the certain instruments, documents, and agreements (hereinafter collectively the “2015 Loan Documents”) executed and delivered to Plaintiff by Borrower and others, including the following: a. That certain Promissory Note dated March 5, 2015 (hereinafter “2015 Note”), in the original principal amount 0f Eleven Million, Two Hundred and Twenty Eight Thousand Dollars ($1 1,228,000.00), a true and correct copy 0f Which is attached hereto as Exhibit A and incorporated herein by reference; b. That certain Deed of Trust dated March 5, 2015 (“Deed 0f Trust”), encumbering certain real property located in the County of Santa Clara, State 0f California, commonly known as 2332 Harrison Street, Oakland, California (the “Property”) and more particularly described in the Deed 0f Trust, Which was recorded March 27, 2015, as Instrument 924\3724005.3 - 2 - VERIFIED COMPLAINT FOR BREACH OF GUARANTY 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HOPKINS 8: CARLEY ATTORNEYS AT LAW SAN JOSE OPALO ALTO N0. 2015081508 in the Official Records ofAlameda County, California, a true and correct copy of which is attached hereto as Exhibit B and incorporated herein by reference. Per the terms 0f the Deed 0f Trust, it secures not only the original 2015 Loan Documents but also any replacements, modifications, etc. to the 2015 Loan Documents; c. That certain Business Loan Agreement (“2015 Loan Agreement”) dated March 5, 2015, a true and correct copy of which is attached hereto as Exhibit C and incorporated herein by reference; and d. Other related documents. 6. On 0r about March 5, 2015, Defendant V. Parvarandeh executed that certain written Commercial Guaranty (the “V. Parvarandeh Guaranty”) in favor 0f Plaintiff, wherein in exchange for Plaintiff s extension of credit to Borrower, Defendant V. Parvarandeh agreed to, among other things, unconditionally and irrevocably guaranty payment of all amounts Borrower owes Plaintiff under the 2015 Loan Documents and Borrower’s performance under the 2015 Loan Documents. A true and correct copy 0f the V. Parvarandeh Guaranty is attached hereto as Exhibit D and is incorporated herein by this reference. 7. On 0r about March 5, 2015, Defendant P. Parvarandeh executed that certain written Commercial Guaranty (the “P. Parvarandeh Guaranty”) in favor 0f Plaintiff, wherein in exchange for Plaintiffs extension 0f credit to Borrower, Defendant P. Parvarandeh agreed to, among other things, unconditionally and irrevocably guaranty payment of all amounts Borrower owes Plaintiff under the 2015 Loan Documents and Borrower’s performance under the 2015 Loan Documents. A true and correct copy 0f the P. Parvarandeh Guaranty is attached hereto as Exhibit E and is incorporated herein by this reference. The V. Parvarandeh Guaranty and the P. Parvarandeh Guaranty are collectively referred t0 hereinafter as the “2015 Guaranties.” B. The 2015 Loan Documents are Modified And Restated in 2020 8. Plaintiff is informed and believes and thereon alleges that sometime between 2015 and February 0f 2020, Borrower changed its name to VIMA Harrison 1 LLC. 9. In 0r about February 2020 at the request 0f Borrower and Guarantors, Plaintiff agreed t0 modify and restate the 2015 Loan Documents. Accordingly, the terms and conditions of 924\3724005.3 - 3 - VERIFIED COMPLAINT FOR BREACH OF GUARANTY 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HOPKINS 8: CARLEY ATTORNEYS AT LAW SAN JOSE OPALO ALTO the 2015 Loan Documents were amended and restated in new loan documents, except for the Deed of Trust which continues to secure the Loan. 10. Accordingly, on 0r about February 4, 2020 and for valuable consideration, Plaintiff extended credit t0 defendant VIMA in the form of an amended and restated loan (hereinafter the “2020 Loan”) and other agreements in the original principal amount of Ten Million Forty-Six Thousand Seven Hundred Ninety-Five Dollars and Thirty-Two Cents ($10,046,79532). The 2020 Loan was extended pursuant t0 the certain instruments, documents and agreements (hereinafter collectively the “2020 Loan Documents”) executed and delivered t0 Plaintiff by Borrower and others, including the following: a. That certain Promissory Note dated February 4, 2020 (hereinafter the “2020 Note”), in the original principal amount of Ten Million Forty-Six Thousand Seven Hundred Ninety-Five Dollars and Thirty-Two Cents ($10,046,79532), a true and correct copy 0f Which is attached hereto as Exhibit F and incorporated herein by reference; b. That certain Business Loan Agreement (“2020 Loan Agreement”) dated February 4, 2020, a true and correct copy of which is attached hereto as Exhibit G and incorporated herein by reference; and c. Other related documents. 11. Thereafter, Borrower and Plaintiff entered into that certain Payment Deferral Agreement dated May 20, 2020, as subsequently amended by that certain Amendment t0 Payment Deferral Agreement dated August 27, 2020 (collectively the “Payment Deferral Agreement”), true and correct copies 0f Which are attached hereto as Exhibit H and incorporated herein by reference; 12. The 2015 Loan Documents, the 2020 Loan Documents and the Payment Deferral Agreement are hereinafter collectively referred t0 hereinafter as the “Loan Documents.” 13. On 0r about February 4, 2020, Defendant V. Parvarandeh executed a certain new written Commercial Guaranty (the “2020 V. Parvarandeh Guaranty”) in favor of Plaintiff, wherein in exchange for Plaintiff” s extension of credit to Borrower, Defendant V. Parvarandeh agreed t0, among other things, unconditionally and irrevocably guaranty payment of all amounts Borrower owes Plaintiff under the Loan Documents and Borrower’s performance under the Loan 924\3724005.3 - 4 - VERIFIED COMPLAINT FOR BREACH OF GUARANTY 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HOPKINS 8: CARLEY ATTORNEYS AT LAW SAN JOSE OPALO ALTO Documents. A true and correct copy 0f the 2020 V. Parvarandeh Guaranty is attached hereto as Exhibit I and is incorporated herein by this reference. 14. On 0r about February 4, 2020, Defendant P. Parvarandeh executed a certain new written Commercial Guaranty (the “2020 P. Parvarandeh Guaranty”) in favor of Plaintiff, wherein in exchange for Plaintiff” s extension of credit to Borrower, Defendant P. Parvarandeh agreed t0, among other things, unconditionally and irrevocably guaranty payment of all amounts Borrower owes Plaintiff under the Loan Documents and Borrower’s performance under the Loan Documents. A true and correct copy 0f the 2020 P. Parvarandeh Guaranty is attached hereto as Exhibit J and is incorporated herein by this reference. The 2020 V. Parvarandeh Guaranty and the 2020 P. Parvarandeh Guaranty are collectively referred t0 hereinafter as the “2020 Guaranties.” 15. Under their respective 2020 Guaranties, each of the Guarantors agreed t0 pay all expenses Plaintiff incurs t0 enforce the respective 2020 Guaranties, including, but not limited t0, attorneys’ fees and costs. 16. Commencing January 1, 2020, and continuing thereafter, Borrower breached the terms and conditions of the Loan Documents in at least the following ways (collectively, the “Defaults”): A Borrower’s failure to make the payments due under the Loan Documents from and after November 1, 2020; B. Borrower’s failure t0 maintain the Debt Service Coverage Minimum of at least 1.300 t0 1.000 at FYE 2019 and at FYE 2020; C. Borrower’s failure to pay the Property taxes due in April 2020 and December 2020; D. Material adverse changes in Borrower’s financial condition, arising from, at least, (i) Borrower’s continuing failure t0 generate operating income by the Property; and (ii) the determination by Alameda County that the Property is seismically unfit With potential repair cost 0f $5,000,000 to $8,000,000; E. Borrower’s grant 0f a junior security interest in, and lien upon, the Property in favor of the Stephen Kerr Revocable Trust Without Bank’s prior written consent, in 924\3724005.3 - 5 - VERIFIED COMPLAINT FOR BREACH OF GUARANTY 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HOPKINS 8: CARLEY ATTORNEYS AT LAW SAN JOSE OPALO ALTO Violation of the “Collateral” provision in the Note; and F. Borrower’s incurring other indebtedness in Violation 0f the “Negative Covenants” provision in the Business Loan Agreement. 17. Plaintiff has made demand upon Borrower for payment in full of all sums due and owing under the Loan, but Borrower has failed and refused to pay the sums due. In addition, Plaintiff has made demand upon Guarantors t0 fulfill their obligations under the Guaranties and pay all such sums due and owing. Guarantors have likewise failed and refilsed t0 pay the sums due and owing. 18. As of March 11, 2021, the amount due, owing, and outstanding under the Loan Documents are principal of $10,142,33 1 .77, plus regular interest under the Loan Documents in the amount 0f $121,496.68, plus default interest 0f at least $609,158. 10 plus a late charges fee of $10,590.42, for a total sum 0f at least $10,883,576.97, according t0 proof, exclusive 0f legal fees and costs. Interest continues to accrue under the Loan Documents at the Interest After Default rate of $2,465.15 per day (regular interest of $1,056.49 per day + interest after default 0f $1,408.66 per day). 19. The 2020 Guaranties provide that each of the respective Guarantors shall pay all 0f Plaintiff” s expenses incurred in connection With enforcement 0f the 2020 Guaranties. Accordingly, Plaintiff has retained legal counsel t0 pursue this Complaint and is entitled to recover its reasonable attorneys’ fees and costs. FIRST CAUSE OF ACTION Breach 0f Guaranty (Against Defendants, and Each 0f Them) 20. Plaintiff realleges as if fully set forth at this point, each of the allegations of paragraphs 1 through 19 above. 21. Plaintiff has performed all covenants and conditions 0n its part t0 be performed under the Loan Documents. 22. By reason of Borrower’s failure t0 pay the amounts due and owing under the Loan Documents, the amounts due and owing thereunder are due and owing from Guarantors t0 Plaintiff under the 2020 Guaranties. 924\3724005.3 - 6 - VERIFIED COMPLAINT FOR BREACH OF GUARANTY 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HOPKINS 8: CARLEY ATTORNEYS AT LAW SAN JOSE OPALO ALTO 23. Plaintiff has made demand upon Guarantors for payment of the amounts due pursuant to their obligations under their respective 2020 Guaranties. 24. Despite demand therefor, Guarantors have failed and refused t0 pay the amounts due t0 Plaintiff. 25. As a result 0f the Guarantors’ breach and refusal t0 pay under their respective 2020 Guaranty, Plaintiff has been damaged in the amounts set forth hereinabove, plus any additional fees and expenses permitted under the 2020 Guaranties and the related documents, all according t0 proof at trial. 26. Under the 2020 Guaranties, each of the Guarantors waived any right t0 require Plaintiff t0 proceed first against Borrower, t0 proceed against any security that may be held t0 secure performance 0f any of the obligations under the any 0f the Loan Documents, 0r to pursue any other remedy whatsoever. WHEREFORE, Plaintiff prays for judgment against Defendants, and each 0f them, as set forth below. PRAYER On the First Cause 0f Action (Breach 0f Guaranty Against Guarantors) 1. On the first cause 0f action, against each 0f the Guarantors under their respective 2020 Guaranties 0f the sums due and owing t0 Plaintiff under the Loan Documents, for damages in the sum 0f n0 less than $10,883,576.97 as of March 11, 2021, plus interest thereafter accruing at the combined regular interest and Interest After Default Rate 0f $2,465. 1 5 per day until entry ofjudgment; 2. For attorneys’ fees pursuant t0 the 2020 Guaranties, and as allowed by law; 3. For costs 0f suit; and // // // 924\3724005.3 - 7 - VERIFIED COMPLAINT FOR BREACH OF GUARANTY 1 4. For such other and further relief as this Court deems just and proper. 2 Dated: March 16, 2021 HOPKINS & CARLEY A Law Corporation 4 By:MW 5 Stephen JS-Kottmeier Monique D. Jewett-Brewster 6 Rachael W. Hiatt Attorneys for Plaintiff 7 CATHAY BANK, a California Banking Corporation 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HOPKINS & CARLEY 8ATTORNEYS Ar LAw 924\3724005.3 - _ SAN JOSE OPALO ALTO VERIFIED COMPLAINT FOR BREACH OF GUARANTY \OOONQ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HOPKINS & CARLEY ATTORNEYS AT LAW SAN JOSE o PAI 0 ALTO VERIFICATION I, David Scheiber, declare: I am a Senior Vice President and Manager 0f the Special Assets Department ofCATHAY BANK, a corporation organized and existing under the laws of California, which is the Plaintiff in the above-entitled action, and I have been authorized to make this verification on its behalf. Ihave read the foregoing VERIFIED COMPLAINT FOR BREACH OF GUARANTY and know the contents thereof. I am informed and believe and on that ground allege that the matters stated in the document described above are true. I declare under penalty of perjury under the laws of the State 0f California that the foregoing is true and correct. Executed at E1 Monte, California on March 16, 2021. sj ----- David Scheiber 924\3724005.3 - 9 - VERIFIED COMPLAINT FOR BREACH OF GUARANTY Exhibit A PROMISSORY NOTE 0“ .. Q, Q“ 3, ‘52 D W References in therboxes above am lor Lender’s use only and do not limit the applicability o! lhisdg‘mumvenl‘ to anquhéfsbm . Any item above containing "‘ "” has been omitted due to text Jeng’rf’r’lf ‘Iafitms. Borrower! US IMMIGRATION INVESTMENT CENTER LLC Lender: CATHAY BANK, a 560 S. WJNCHESTER BLVD., SUITE #500 UNION CITY OFFICE r? 3. SAN JOSE, CA 95128 1701 DECOTO ROAD/UNION CITY, CA 94587 fl/ {MW Principal Amount: $11,228.000.00 Date of Note: March 5, 2015 PROMISE TO PAY. US IMMIGRATION INVESTMENT CENTER LLC ("Borrower") promises to pay to CATHAY BANK, a California Banking Corp. ("Lander"), or order, in lawful money of the United States of America, the principal amount of Eleven Miliion Two Hundred Twanty-alght Thousand 8.: 00/100 Dollars [$11,228,000.00), together with Interest on the unpald principal balance from March 9, 2015 until pald in full. PAYMENT. Subiect to any payment changes resultlng ftcm changes in the Index, Borrower will pay this loan ln accordar co with the following payment schedule: One~hundred nineteen (119) monthly payments, Inhlally In the MINIMUM amount of $58,070.00 each, and ONE final payment of all outstandlng principal and accrued interest on March 15, 2025 (“Final Payment Date”). Borrower’s first payment is dJe on April 15, 2015, and each subsequent payment ls due on the same day o! each month thereafter, until the Final Payment Data. The initial monthly paymentwas calculated as if the loan was for a term expiring approximately 300 months after the data of this Note (lhe "Initial Amerfizatlon Period”) and as if the loan was payable In equal monthly payments of principal and interest during the entire Initial Amartlzation Period at the interest rate In effect as of the dale of this Note, which is 3.75%. Tho amount of the minimum monthly payment is subject to change at feast once every 31x months during the term of the loan (“Payment Change Data”) beginning on the due date o! the 7th scheduled monthly payment, based on tho Interest rate effective the month preceding the Payment Change Date and the remaining prlncipa! balance as hereinafter provided. On each Payment Change Date and beginning wlth that payment, the required minimum payment amount due on that data and on the due date of 1ha monthly payment thereafter until the next Payment Change Date {subject to additional amounts to cover any shortfall 'In the required Interest paymnnts as hereinafter provldad), will be that amount which would be sufficient to repay the outstanding principal balance of tha Note as of the Payment Change Date, plus Interest accruing thereon at tho annual rate In effect, [n equal monthly payments as if the loan :erm was the remainder of the Initial Amortization Period; provided that the full amount of unpaid principal and unpaid accrued interest will be due and payable on the Final Payment date. Borrower understands and agrees that the imetast rate due on this Note may change momhiy and that In the event the interest Iata Increases at any time during the term of thls Note, there ls a possibility that such minimum monthly payments may not be sufficient to pay In tull all monthly accrued Interest; in which event, Borrower agrees to pay lo Lender, upon demand, such additional sums which, together with and In addition to the minimum monthly payment then in affect, will be sufficient to pay in full all such accrued unpaid interest on the due date of each monthly payment hereunder. In the event of such increases in interest rate between Payment Change Dates, Borrower understands that unpaid principal due on the Notemay not be reducad by Borrower's monthly payments and that the amount of tho final payment due on the Nata mar b9 greater than any prior estimate. Unless otherwise agreed or required by applicable Jaw, payments will be appkled first to any accrued unpaid Interest; ther to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lander m Lender's address shown above or at such other place asLander may daslgnate In writing. VARIABLE INTEREST RATE. The Interest rate on this Note is subject to change from time to time based 0n changes in an independent index which is the PRIME RATE AS PUBLiSHED IN THE WALL STREET JOURNAL (the "lndex"). The Index is not necessarity the lowesI rate charged by Lender on its loans. lf the Index becomes unavailable during the term of this loan] Lander may designate a substitute Index after notifying Borrower. Lender wiil tell Borrower the current Index rate upon Borrower's request. The interest rate change will not ozcur more often than each MONTH. Borrower understands that Lender may make loans based on other rates as well, Interest on the unpaid principal balance of this Note will be calculated as described in the "|NTEREST CALCULATION METHOD" paragraph using a rate of 0.500 percertage points over the Index. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate aIIOWed by applicabre law. Whenever increases occur in the interest rate, Lender. at its option, may do one or more of the following: (A? increase Bo rower's payments to ensure Borrower‘s loan will pay off by its original final maturlty date, (B) increase Borrower's payments to cover accruing interest, (C1 increase the number 0f Borrower‘s payments, and {D} continua Borrower's payments at the same amount and increase Borrower's final payment. INTEREST CALCULATION METHOD. Interest on thin Note ls computed on a 3651660 basis; that ls. by applying the ratio of the intarest rate aver a year of 360 days, multiplled by the outstanding principal balance. multiplied by the actual number of days the principal balance ls outstanding. All interest payable under this Note ls computed using 3139 hod. Thls calculation method rasuits In a higher affective Interest rate than the numeric Interest rate stated In this Note. Ilnltial Here i ) PHEPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payrrents will not, unless agreed to by Lender in writing, relieve Borrower of Borrower‘s obligation to continue to make payments under the payme 1t schedule. Rather, early payments wit! reduce the principal baianca due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sands such a payment. Lander may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communlcatlons concerning disputed amounts, Including any check or other payment instrument that Indicates that the payment constltutes "payment In full" of the amount owed or that l: tendered with other conditions o: limitations or as full satlsfactlon of a disputed amount must be mailed or dafivered to: CATHAY BANK, a Cailfornia Banking Corp.; UNION CITY OFFICE; 1701 DECOTO ROAD; UNION CITY, CA 94587. LATE CHARGE. If a payment is 11 days or more laie, Borrower will be charged 5.000% of tho unpaid portion of the ragularly scheduled payment. INTEREST AFTER DEFAULT. Upon default, the interest rate on this Note shall, if permitted under applicable law, immediate y increase by adding an additional 5.000 percentage point margin ("Default Rate Margin“). The Default Hate Margin shall aiso apply to each succeeding interest [ate change that would have applied had there been no defauh. DEFAULT. Each of the following shall constitute an event of default ("Event 0f Default") undel this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower falls t0 comply with or to perform any other term, obiigation, covenant 0r condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement PROMISSORY NOTE (Continued) i Page 2 i between Lender and Borrower. 3 Default in Favor of Third Panioa. Borrower or any Grantor defaults under any loan, extension of credit, security a‘reement, purchase 0r sales agreement, or any other agreement. in favor of any other creditor or person that may materially affect any of orrower's property or Borrower's abil‘rty to repay this Note or perform Borrower's obligations under this Note or any of the related documents. \ Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or kondition contained in any environmental agreement executed in connection with any loan. 3 \ False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Burro er's behalf under this Note or 1he related documents Is false m misieading In any materiai respect, either now or at the time made or furn‘ hed or becomes false or misleading at any time thereafter. 1 iDeath or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any ma ber withdraws from Borrower, or any other termination of Borrower‘s existence as a going business or the death of any member. the ing‘olvency of Borrower, the appointment of a receiver for any part of Borrower's p(operty, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency lavas by or against Borrower. 3 Creditor or Forfeiture Proceadings. Commencement of foreclosure or forfeiture proceedings, whether by judicial ‘proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any coliat ral securing the loan. This includes a garnishment of any of Borrower‘s accounts, including deposit accounts, with Lender. However, this‘Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the Qasis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, fn its sole discretion. \as being an adequate reserve or bond for the dispute. ‘ Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the: indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. ‘ Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prjbspect of payment or performance 0f this Note is Impaired. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all adcrued unpaid interest immediately due, and than Borrower will pay that amount. i ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not paw. Borrower will pay Lender that amount. ThIs includes, subject to any Iimlts under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit. including attorneys' fees, expenses for bankruptcy ploceedings (including efforts to modify or vache any automatic stay or injunction), and appears. Borrower also wili pay any court costs, in addition to ail other sums provided by law. 1 JURY WAIVER. To tha extent permitted by applicable law, Lender and Botrowet hereby walve the right to any Jut‘y trial In any action, proceeding, or counterclaim brought by either Lender or Borrower against the mher. 1 \ GOVERNING LAW. This Note will be governed by federal law applicable to Lender and. to the extant not preempted by fdderal law, the laws of the State of California without regard to Its conflicts of law provisions. This Note has been accepted by Lender in the Stat$ of California. CHOICE 0F VENUE. If there Is a lawsuit, Bormwer agrees upon Lender‘s request to submit t0 the jurisdiction of the courfis of Alameda County, State 0f Cafifornia. 1 \ COLLATERAL. Borrower acknowledges this Note is secured by the foliowlng collateral described in the security instrumenk listed herein: a Deed of Trust dated March 5, 201 5, to a trustee in favor of Lender on real property located in Arameda County, State of Catifolmia. That agreement contains the following due on sale provision: Lender may, at Lender‘s option, declare immediately due and payable al|;sums secured by the Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or any part 0f the Real Property, or a y interest in the Heal Property. A "sale or transfer“ means the conveyance of Real Property or any right, title or interest in the Real Property; w ether legal. beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed. installment sale contract, land contra t, contract for deed, leasehold interest with a term greater than three (3) years, leaseoption contract, or by sale, assignment, or transfer of an beneficial interest in 0r to any [and trust homing title to the Real Property, or by any other method of conveyance of an interest in the Heal Pro erty. If any Borrowar is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twe ty-five percant (25%) of the voting stock, partnership interests or limited liability company interests, as the case may be, of such Borrower. Ho ‘ever, this option shall not be exercised by Lender if such exerclse is prohibited by appllcable law. 3 N0 CONTRACTUAL OBLIGATION FOR REFINANCE. Borrower understands and agrees that Lender is not obligated to rejfinanca or extend the term of this Note upon or any time after the Final Payment or Maturity Date. i PAYMENTS APPLICATION. Notwfthstanding anything contained in this Note to the contrary, interest payable on the‘outstanding principal balance shall be calculated, and Bach payment shall be applied by Lender, as if received 0n the specified due data for suc payment. Borrowel acknowledges and agrees that Lender will not make any adjustments to the allocation of any payments made hereunder, qven if such payments are not actually received on the applicable payment due date. 1 WAIVER OF CONFIDENTIALITY OF BUSINESS ADDRESS. Borrower hereby waives any rights to keep business add$ess on file with the Department of Motor Vehicles, or equivalent governmental agency ("DMV") confidential from Lender. Borrower authorizés Lender, its agents‘ successors, and assigns to obtain business address from the DMV when Lendar has legitimate need for this information. 1 IINmAu ARBITRATION. Lender and Borrower and Guarantor agree that ail disputes, claims and controversies bet aan them, whether Tdividual, joint. or class in nature, arising from the Note, Guaranty, or any other loan document, Including without limita ion contract and tort disputes, shall be arbitrated pursuant to the rules of the American Arbitration Association ("AAA“) in accordance with its ommercial Arbitration Rules and Suppramantal Procedures for Financial Services Disputes, upon request of either party. No act to take or dis ose of any collateral securing the Note or Guaranty shall constitute a waiver of this arbitration agreement or be prohibited by this arbitra on agreement. This includas, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale undermny deed of trust or mortgage; obtaining a writ of anachment or imposition of a receiver; or exercising any rights relating to pexsonal proper‘ , including taking or disposing of such property with or without judicial process pumuant to Article 9 0f the Uniform Commercial Code. An disputes, claims, or controversies concerning the fawfulness or reasonableness of any act, or exercise of any tight, concerning any collater I securing the Note, Guaranty, or any other loan document, including without Iimitation, any claim to rescind, reform. or otherwise modify any agreement relating to the collateral securing the Nuts or Guaranty shall also be arbitrated, provided however that no arbitrator shat! have the ight or the power to enjoin or restrain any act of any party. Lender and Borrbwer and Guarantor agree that in the event of an action for judicia foreclosure pursuant to Califomia Coda of Civil Procedure Section 726, or any similar provision in any other State, the commencement of s ch an action wil| not PROMISSORY NOTE (Continued) Page 3 consfitute a waiver of the right to arbitrate and the court shall refer to arbitration as much of such action, including cour may be referred to arbitration. Judgment upon any award rendered by any arbitrator may b9 entered in any court ha arbitrators shall not have power to make an award of $1.0 milfiion or more against any party to an arbitration unless statement of decision as described in California Code of Civil Procedure Section 632, and the parties specifically ress patition to vacate, to have any such award reviewed and vacated upon the same grounds as would result in reversal on a; after trial by court. Nothing in the Note or Guaranty shall preclude any party from seeking equitable relief from a court 0f c The statute of timitations, estoppeh waiver, laches, and simifar doctrines which would otherwise be applicable in an act: shall be applicable in any arbitration proceeding. and the commencement of an arbitration proceeding shall be deemed the action for these purposes. To the extent not provldad by this agreement, Including the Rules incorporated haraln, arbitration hereunder shall be Q arbitration law. Arbitration shaII be conducted in California, in English and‘ unless otherwise agreed to by the parties with dispute, shall be heard by a pane! of three arbitrators. subject matter of the dispute. Lists of prospective arbitrators shall include retired judges. Notwithstanding the AAA rul strike from a list of prospective arbitrators any individual who is regarded by that party as not appropriate for the di arbitrator appointment cannot be made from the initial list of prospective arbitrators circutated by the AAA, a second and list shali be circulated and exhausted before the AAA is empowered to make the appointment, The Federal Arbitration Act shall apply To the construction, interpretation, and enforcement of this arbitration provision. BUSINESS LOAN AGREEMENT. This Note is additionally subject to afl the terms and conditions 0f a Business Loan Ag herewith Together with any and ail modifications and replacements thereof. SUCCESSOH INTERESTS. The terms of this Note shall b9 binding upon Borrower, and upon Borrower‘s heirs, pers successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lend enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, gt this Note, to the extent allowed by law. waive any applicable statute of limitations presentment demand for payment, ar Upon any change in the terms of this Note, and unless otherwise expressfy stated in writing, no party who signs this Not guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender n (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair. fail to realize upc security interest in the collateral: and take any othar action deemed necessary by Lender without the consent of or notice parties also agree that Lender may modify this loan without the consent of 0r notice to anyone other than the party with vx is made. Tha obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALI. THE PROVISIONS OF THIS NOTE, INCLU INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS 0F THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: U5 IMMI ATION INV/EST ENT CENTER LLC ”0/ / The arbitrators in any arbitration shall be experienced in the areas terclaims, as lawfully Eng jurisdiction. The it is in the form 0f a rve the right. upon a peal from a judgment ompetent jurisdiction. '3n brought by a party commencement of an overned by California respect to a particular of [aw raised by the es, la) any party may spma; and (b), if the , if necessary, a third eement of even date onal representatives, 3r may delay or forgo Jarantees or endorses 1d notice of dishonor. e, whether as maker, ay venew or extend n or perfect Lender's to anyone. All such hom the modification DING THE VARIABLE HNAZ KH ZEN, ing Member o CENTER LLC yVlOLET PARVARANDEH, Managing Member of US an IMMIGRATION INVESTMENT CENTER LLC l MlGHATId INVEST E US Luqun, VN. It 6 W‘DD‘ Capt D¢H USA Coppop-Uou l557, 2515 AD Blah" Runwbd. - CA E:\CH\LFL\DZO FC “19054 Ffl-fl Exhibit B mmmmm "m E A,- CEAM) mamas: WW RECORDATION REQUESTED BY: EWAMTnm RECORDING REQUESTED HY: STEWARTmu: OF CALIFORNIA, me. ‘ x“ 792/0“ D/I $25)#qu 697 WHEN RECORDED MAIL TO: CATHAY BANK, a Callfomla Banking Carp. UNION CITY OFFICE 1701 DECOTO ROAD UNION CITY. CA 94587 FOR HECORDER'S USE ONLY DEED OF TRUST THIS DEED OF TRUST is dated March 5, 2015, among US IMMIGRATION INVESTMENT CENTER LLC a California limited liability company, whose address is 560 S. WINCHESTER BLVD., SUITE #50 CA 95128 ("Trustor"); CATHAY BANK, a California Banking Corp.. whose address i3 UNION 1701 DECOTO ROAD, UNION CITY, CA 94587 (referred to below sometimes as "Lander" and "Beneficiary”: and CHICAGO TITLE COMPANY, A CALIFORNIA CORPORATION, whose addres HOSPITALITY LANE, SAN BERNAHDINO, CA 92408 [referred to below as "Trustee“l. CONVEYANCE AND GRANT. For valuable consideration, Trustor lrrevocably grants, transfers and assigns to Trustee in of sale, for the benefit of Lander as Beneficiary, all of Trustor's right, title, and interest tn and t0 the foliowing descr together with al! existing or subsequently erected or affixed buildings, improvements and fixtures; all easements. r appurtenances: all water, water rights and ditch rlghts (including stock in utilities with ditch or Irrigation rights); ar 0, SAN JOSE, CITY OFFICE. sometimes as s is 560 EAST trust, with power bed real property, ghts of way. and d all other rights, royalties. and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters. [the "Real Property") located in Alameda County, State of California: See Exhibit "A" Legal Description Attached Hereto and By This Reference Is Made A Part He The Real Property or Its address is commonly known as 2332 Harrison Street, Oakland, CA Assessor‘s Parcel Number for the Real Property is 010-0768-005. Trustor present‘y assigns Io Lender (also known as Beneficiary in this Deed of Trust) all of Trustor‘s right, title, and in present and future leases of the Property and all Rents from the Property. This is an absolute assignment of Rents n with an obligation secured by real property pursuant to Caiifornia Civil Code Section 2938. in addition, Trustor grants t: Commercial Code security interest in the Personal Property and Rents. THIS DEED 0F TRUST, INCLUDING THE ASSIGNMENT 0F RENTS AND THE SECURITY INTEREST IN THE RENTS aof. 9461 2. The terest in and to all ado in connection Lender a Uniform AND PERSONAL PROPERTY. IS GWEN T0 SECURE (Al PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS 0F THE TRUSTOH UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED 0F TRUST. THIS DEED 0F THU ACCEPTED ON THE FOLLOWING TERMS: ST IS GIVEN AND PAYMENT AND PERFORMANCE. Except as otherwise provlded in this Deed of Trust, Trustor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Trustor‘s obligations u Deed 0f Trust, and the Related Documents. POSSESSION AND MAINTENANCE OF THE PROPERTY. Trustor agrees that Trustor's possession and use of the governed bv the foilowing provisions: Possession and Use. Untfl the occurrence of an Event of Default, Trustor may (1) remain in possession and cont (2) use, operate or manage the Property; and (3) collect the Rents from the Property. Duty to Maintain. Trustor shall maintain the Propelty in tenantable condition and promptly perform all repairs, maintenance necessary to preserve its value. Nuisance, Waste. Trustor shall not cause, conduct or permit any nuisance nor commi‘t, permit, or suffer any stripp 1der the Note, this Property shall be cl of the Property; replacements, and lng of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Trustor will not remove, 0r grant to any other party the right to remove, any timber, minerals {including oil and gash coai, clay, scoria, soil, grave without Lender's prior written consent. Removal of Improvements. Trustor shail not demolish or remove any lmprovemsnts from the Real Property wit? written consent. As a condition to the removal of any Improvements, Lander may require Trustor to make arrange to Lender to replace such Improvaments with Improvements of at least equal value. Lander‘s Right to Enter. Lander and Lender‘s agents and representatives may enter upon the Real Property at all r attend to Lender's interests and to inspect the Flea] Property for purposes of Trustor‘s compliance with the terms this Deed of Trust. or rock products out Lender's prior ments satisfactory aasonabls times to and conditions 0f DEED OF TRUST (Continued) Page 2 WW, WNWrdfirfa’t’ewpb’e’aTsTsofio’rfg’a’sTrUstcTr'h’as"notifiéd L’afifia’fin wrmng prior to domg Compliance with Governmental Raqulremants. Trustor shall promptly comply with all laws, ordinances, and re hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including wit Americans With Disabilities Act. Trustor may contest In good faith any such law, ordinance, or regulation and w gulations, now or wut limitation, the thhold compliance in Lender's 5016 opinion, Lender's interests In the Property are not jeopardized. Lender may require Trustor to post or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Trustor agrees neither to abandon or leave unattended the Property. Trustor shall do all other z those acts set forth above In this section, which from the character and use of the Property are reasonably necess 30 and so long as, adequate security cts. in addition Io ary to protect and preserve the Property. DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sun Deed of Trust upon the sale or transfer, without Lender's prior written consent. of all or any part of the Real Property, or Real Property. A "safe or transfer" means the conveyance of Real Property or any right, title or interest in the R531 Propa beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, instaltment sale contract, land for dead, leasehold interest with a term greater than three (3] years, Iease-option contract, or by sale, assignment, beneficial intelest in or to any iand trust holding title to the Real Property, or by any other method of conveyance of an i Property. If any Trustor is a corporation. partnership or limited liabii'rty company, transfer also includes any change In c than twenty-fiva percent (25%) of the voting stock, partnership interests or limited liability company interests, as the cas Trustor. However, this option shatl not be exercised by Lender if such exercise is prohibited by applicable law. 15 secured by this any interest in the rty: whether legal, contract, contract or transfer of any nterast in the Heal wnership of more e may be, of such TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust: Payment. Trustor shall pay when due (and in all events at least ten {10) days prior to delinquency) ali tax assessments. charges [including water and sewer}, fines and lrnpositions levied against or on account of the Prop1 when due all claims for work done on or for sarvices rendered or material furnished to the Property. Trustor Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust] except fa and assessments not due and except as otherwise provided 1n this Deed of Trust. Right to Contest. Trustor may withhold payment of any tax, assessment, or claim in connection with a good fait obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a reSL Trustor shall within fifteen {15} days after the lien arises or, if a lien is flied, within fifteen (15) days after Trustor filing, secure the discharge of the lien. or If requested by Lender, deposit with Lender cash 0r a sufficient corporc other security satisfactory to Lender in an amount sufficient to discharge the lien prus any costs and attorneys’ fees that could accrue as a result of a foreclosure or sale under the lien. In any contest, Trustor shall defend itself an satisfy any adverse judgment before enforcement against the Property. Trustor shall name Lender as an additional surety bond furnished in the contest proceedings. Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes o shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes agalnst the Property. Notice of Construction. Trustor shall notify Lender at least fifteen {15] days before any work is commenced, furnished, or any materials are supplied to the Property, If any mechanic's Iien, materialmen's lien, or other lien co account of the work, services, or materials. Trustor will upon request of Lender furnish to Lender advance assuran Lender that Trustor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The foliowlng provisions relating to insurlng the Property are a part of this Deed of Tr Maintenance of Insutance. Trustor shall procure and maintain policies of fire insurance with standard e endorsements on a replacement basis for the full insurable value covering all Improvements on the Heal Props sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. procure and maintain comprehenslva general liability insurance in such coverage amounts as Lender may request Lender being named as additional insureds in such liabll'rty Insurance policies. Additionalfy, Trustor shali ma insurance, including but not limited to hazard, business interrupflon, and boiler insurance, as Lender may re Notwithstanding the foregoing, in no event shall Trustor be required to provide hazard insurance in excess of the re; the improvements on the Real Property. Policies shall be written in form, amounts, coverages and basis reason: Lender and issued by a company or companies reasonably acceptable to Lender. Trustor. upon request of Lenc Lender from time to time the policies or celtifioates of insurance in form satlsfactory to Lender, including stipulatio will not be cancenad or diminished without at least thirty (30) clays prior written notice to Lender. Each insuranc include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omi Trustor or any other person. Should the Heal Property be located In an area designated by the Administrator of the F Management Agency as a special flood hazard area. Trustor agrees to obtain and maintain Federal Flood Insurance, 45 days after notice is given bv Lender that the Property is located in a special flood hazard area, for the full unpaic of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under t Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Trustor shall promptly notify Lender of any loss or damage to the Property. Lender may n if Trustor fails to do so within fifteen (1 5) days of the casualty. tf in Lender's sole judgment Lender‘s security inter: has been impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply th reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the proceeds are to be applied to restoration and repair, Trustor shall repair or replace the damaged or destroyed Ir manner satisfactory 10 Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Trustor for the reasonable cost of repair or restoration If Trustor is not in default under this Deed of Trust. Any proceeds wh disbursed within 150 days after their receipt and which Lender has not committed to the repair or restoration of the used first to pay any amount owing to Lender under this Deed 0f Trust, then to pay accrued mterest, and the rema es, spacial taxes, arty, and shall pay shall maintain the r the lien of taxes h dispute over the lt of nonpayment. has notice of the te surety bond 0r , or other charges i Lender and shall obligee under any assessments and and assessments any services are Jld be asserted on :es satisfactory to UST. (tended coverage rty in an amount Trustor shall also with Trustee and intain such other asonabiy require. Easement value of Ib1y acceptable to er, will deliver Io n3 that coverages e policy also shall ssion or default of ederal Emergency f available, within principal balance he National Flood nake proof of loss *st in the Property e proceeds to the Property. If the nprovements in a ’rom the proceeds ich have not been Property shall be nder, if any, shall DEED 0F TRUST (Continued) Page 3 be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the proceeds shall be paid to Trustor as Trustor's interests may appear. Trursitqg'vsjgport on Insurance. Upon request of Lender, however not more than once a year, Trustor shall furnish ndabtednass, such to Lendreirawrreporrt 0n each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy: {4) the property insured, the then current replacement value of such property, and the manner 0f determining that value; and (5) the expiration date of the policy. Trustor shall. upon request of Lender, have an independent appraiser satisiactory t: the cash value replacement cost of the Property. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender‘s interest ir Trustor falls to comply with any provision 01 this Deed of Trust or any Related Documents, including but not limited to Lender determine the Property or if Trustor's failure to discharge or pay when due any amounts Trustor is required to discharge or pay under this Deed of Trust or any Related §300uments, Lender on Trustor's behalf may (but shall not be obligated to} take any action that Lender deems appropriate, including but not limited to discharging or paying ail taxes, liens, security interests. encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repaymant by Trustor. All such expenses wlll became a part of the Indebtedness and, at Lender's option, will (A) be payable on demand: {B balance of the Note and be apportionad among and be payable with any installment payments to become due during eith be added to the er (1) the term 0f any applicable insurance policy; or [2} the remaining term of the Note; or (C) be treated as a baHoon payment which will be due and payable at the Nate's maturity. The Deed of Trust also will secure payment of these amounts. Such right shall be in a rights and remedies to which Lender may be entitled upon Default. ddition to ail other WARRANTY: DEFENSE 0F TITLE. The following provisions relating to ownership of the Property are a part 01 this Deed of Trust: Title. Trustor warrants that: (a) Trustor holds good and marketable title of record to the Property in fee simple. free and clear of all liens and encumbrances other than those set forth in the Heal Property description or In any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Deed of Trust, and (b) Trustor power, and authority 10 execute and deliver this Deed of Trust to Lender. Defense of Tltla. Subject to the exception in the paragraph above, Trustor warrants and will forever defend the t against the kawfu! claims of all persons. En the event any action or proceeding is commenced that questions Tr Interest of Trustee or Lender under this Deed of Trust, Trustor shall defend the action at Trustor's expense; T nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represents by counsel of Lender's own choice, and Trustor wiH deliver, or cause tu be delivered, to Lender such instrumel request from time to time to permit such participation. Compliance With Laws. Trustor warrants that the Property and Trustor's use of the Property complies with afil laws] ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and agreements made by Trustor in shall survive the execution and delivery of this Deed of Trust, shall be continuing En nature, and shall remain In ft until such time as Trustor's Indebtedness shall be paid in fulL CONDEMNATION. The following provisions reiating to eminent domain and inverse condemnation proceedings are a p Trust: has the fuil right. tle to the PrOperty ustor's title or the rustor may be the 1 in the proceeding 1ts as Lender may existing applicab1e this Deed of Trust JII force and effect art 0f this Deed 0f Proceedings. If any eminent domain or inverse condemnation proceeding is commenced affecting the Property, Trustor shall promptly notify Lender in writing, and Trustor shall promptly take such steps as may be necessary to pursue or defend the actlon and obxain the award. Trustor may be the nominal party in any such prooeeding, but Lender shat! be antitied, at its election, t: participate in the proceeding and to be represented in the proceeding by counsel 01 its own choice. and Trustor will deliver or cause to be delivered to Lender such insiruments and documentation as may be requested by Lender from time to time to permit such panic Application of Net Proceeds. |f any award is made or settlement entered into in any condemnation proceedings pation. affecting ail or any part of the Property or by any proceeding or purchase in [ieu of condemnation, Lender may at its election, and to tI-e axtent permitted by law, require that all or any portion of the award or settlement be appiied to the Indebtedness and to the repayme costs, expenses, and attorneys‘ fees incurred by Trustee or Lender in connection with the condemnation proceedings. 1t of all reasonable IMPOSITION 0F TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part 0f this Deed of Trust: a Current Taxes. Fees and Charges. Upon request by Lender, Trustor sha]! execute such documents in addition to this Deed of Trust and take whatever other action is requested by Lender to perfect and continua Lender's Lien on the Real Property. Trustor shall reimburse Lender for all taxes. as described below, together with all expenses incurred in vecording, perfecting or continuing this Dead of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or regis Trust. tering this Deed of Taxes. The following shall constitute taxes to which this section applies: I1} a specific tax upon this type of Deed of Trust or upon alr or any part of the Indebtedness secured by this Deed 0f Trust; (2) a specific tax on Trustor which Trust 3r is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the Note; and l4) a specific tax on all or any portion of the I payments 0f principal and interest made by Trustor. 1debtednass or on Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the data of this Deed of Trust, this event shalt have the same affect as an Event of Dafauit, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Trustor either {1) pays the tax before it becomes delinquent, or (2) contests the tax as prc vided above in the Taxes and Liens section and deposits wlth Lender cash or a sufficient corporate surety bond or other security satisf SECURITY AGREEMENT: FINANCING STATEMENTS. The foHowing provisions relating to this Dead of Trust as a securi :ctory to Lender. ty agreement are a DEED 0F TRUST (Continued) Page 4 part of this Deed of Trust: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property cons: Lender shall have all of the rights of a secured party under the Uniform Commercial Code aisgmeindiedrfroim tiflaitoi Security lntorest. Upon request by Lender, Trustor shall take whatever action ls requested by Lender to perfect anc security interest in the Rents and Personal Property. Trustor shail reimburse Lender for HII expenses incurre continuing this security interest. Upon default, Truswr shall nut remove, sever 0r detach the Personal Property itutes fixtures, and ime. continue Lender's cl in perfecting or from the Property. Upon defauit, Trustor shall assemble any Personal Property not affixed to the Property in a manner and at i place reasonably convenient to Trustor and Lender and make it available t0 Lander within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The maiting addresses of Trustor (debtor) and Lender (secured party) from which information concarning the security interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commerciat Code) are as page of this Deed of Trust. stated on the first FURTHER ASSURANCES; ATTORNEY-lN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Deed of Trust: Further Assurances. At any time, and from time to time, upon request of Lender, Trustor will make, execute and dsiiver, or will cause to be made, executed or delivered. to Lender or to Lender's dasignse, and when requested by Lender. cause to be filed, recorded, refiled, or rarecordad, as the case may be, at such times and in such offices and places as Lender may deem apprapriate. any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation stateme 1ts, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lander, be nacessary or dc sirable in order to effectuate, complete, perfect. continue, or preserve (1) Trustor's obligations under the Note. this Deed of Trust, and the Related Documents, and (2) the liens and security interests created by this Deed of Trust as first and prior Hens on the now owned or hereafter acquired by Trustor. Unless prohibited by law or Lender agrees to the contrary in w: reimburse Lender for a1] costs and expenses incurred in connection with the matters referred to in this paragraph. Property, whether iting, Trustor shall Attarney-in-Fact. If Trustor fails to do any of the things referred to In the preceding paragraph, Lender may do so for and in the name of Trustor and at Trustor'a expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's the purpose of making, executing. delivering, filing, recording. and doing all other things as may be necessary or de sole opinion, to accomplish the matters referred to in the preceding paragraph. FULL PERFORMANCE. If Trustor pays all the lndebtedness when due, and otherwise performs all the obligations imp under this Deed of Trust. Lender shall execute and de1iver to Trustee a request for full reconveyanca and shail exec Trustor suitable statements of termination of any financing statement on file evidencing Lender‘s security interest in Personal Property. Lender may charge Trustor a reasonable reconveyance fee at the time of reconveyanca. EVENTS 0F DEFAULT. Each of the following. at Lender's option, shaH constitute an Event of Default under this Deed of Payment Default. Trustor fails to make any payment when due under the Indebtedness. attornev-in-fact for sirab1e. in Lender‘s osed upon Trustor u‘te and deliver to tha Rents and the Trust: Other Defaults. Trustor fails to compiy wlth or to perform any other term, obligation, covenant or condition contained in this Deed of Trust or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or conditic other agreement between Lender and Trustor. Compliance Default. Failure to comply with any other term, obligation, covenant or condition contained in this Deeu or in any of the Related Documents. Default on Other Payments. Failure 0f Trustor within the time required by this Deed of Trust to make any pa insurance, or any other payment necessary to prevent filing of or to eflect discharge of any lien. n contained in any of Trust, the Note ment for taxes or Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or :ondition contained in any environmental agreement executed in connection with the Property. Default in Favor of Third Parties. Should Grantor default under any loan, extension of Credit. security agreement purchase or sales agreement, or any other agreement, In favor of any other creditor or person that may materially affect any of Grantor's property or Grantor's ability to repay the Indebtedness or Grantor's ability to perform Grantor's obfigations under this Deed of Trust or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Trustor or on Trustor 5 behalf under this Deed of Trust or the Related Documents is {alsa or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Dafective Goliateralization. This Deed 0f Trust or any of the Related Documents ceases to be in qu force and effect {including failure of any collateral document to create a valid and perfected security Interest or lien) at any time and for any reason. Death or Insoiuency. The dissolution of Trustor's (regardless of whether election to continue is made), any memb er withdraws from the limited liability company. or any other termination of Trustor's existence as a going business or the death of any member, the insolvency of Trustor, the appointment of a receiver for any part of Trustor‘s propetty, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or a Creditor or Forfeiture Procaedings. Commencement of foreclosure or forfeiture proceedings, whether by Judicial pr< gainst Trustor. Jceeding, self-help, repossession or any other method, by any creditor of Trustor or by any governmental agency against any property securing the indebtedness. This includes a garnishment of any of Trustor's accounts, including deposit accounts, w'rth Lender. However, this Event of Dafault shall not apply if there is a good faith dispute by Trustor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Trustor gives Lender written notice of the creditor or forfeitL re proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in Its sole discretion, as being an adequate reserve or bond for the dispute. DEED 0F TRUST (Continued) Page 5 RIGHTS AND REMEDIES 0N DEFAULT. If an Event of Default occurs under this Deed of Trust. at any time thereafter, may exercise any one or more of the following rights and remedies: Breach of Other Agreement. Any breach by Trustor unde! the Ielms of any other agreement between Trustor and Lender that is not remedied within any grace period provided therein, including without {imitation any agreement concerning any indebtedness or other obligation of Trustor to Lender, whether existing now or later. Events Aflactlng Guarantor. Any of the preceding eVenfe o'cchrrsrriwiirtrh rgpect to any Guarantor of any of me Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of thi Adverse Changev A matedal adverse change occurs in Trustor's financial condition, or Lander believes the pros: periormance of the Indebtedness is impaired. Election of Remedies. Election by Lender to pursue any remedy shall not exciuda pursuit of any other remedy, and e expenditures or to take action to perform an obligation of Trustor under this Deed of Trust. after Trustor‘s fallure m affect Lender's right to declare a default and exercise its remedies. Indebtedness. ect of payment or Trustee 0r Lender n aiection to maka perform. shall not Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust meediately due and payable by delivery to Trustee of written declaration of default and dame written notice of default and of elacticn to cause to be sold the Property, which notice Trustee shall cause to t Beneficiary also shall deposit with Trustee this Deed of Trust‘ the Note, other documents requested by Trustee, evidencing expenditures secured hereby. After the lapse of such time as may then be required by law followlng the notice of default, and notice of saie having been given as then required by law, Trus‘tee, without demand on TrL nd for sale and of a filed for record. and all documents recordation of the stor. shall sell the Property at the time and place fixed by it in the notice of sale, either a3 a whole or in separate parcels, and in such order as it may determine, at publlc auction to the highest bidder for cash in lawful money of the United States, payable at time of postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and sale. Trustee may from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement i1 accordance with appiicable law. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but withou any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the trJthfulness thereof. Any person, including Trustor, Trustee or Beneficiary may purchase at such sate. After deducting all costs. fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the p'oceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, w'rth accrued interest at the amount allowad by [aw in effect at the date hereof; ali other sums then secured hereby; and the remainder, if any, to the person or persons legally er Judicial Foreclosure. W'rth respect to ali or any part 0f the Real Property, Lander shal! have the right in lieu of forec sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California iaw. titled thereto. osure by power of UCC Remedies. With respect to ali or any pan of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commerciai Code, including without limitation the right to recover any deficiency in the ma 1ner and to the fuil extent provided by California law‘ Collect Rents. Lender shall have the right, without notice to Trustor to take possession of and manage the Prope Rents. including amounts past due and unpaid, and apply the net proceeds, over and above Lender‘s costs, against In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent c to Lender. If the Rents are coflected by Lender, then Trustor irrevocably designates Lender as Trustor‘s attorney instruments received in payment thereof in the name of Trustor and to negotiate the same and collect the procat tenants or other usets to Lender in response to Lender's demand shall satisfy the obligations for which the pa whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagrap by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of rty and collect the the indebtedness. r use fees directly -in-fact to endorse ads. Payments by yments are made, h either in person, the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or saie, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender’s right to the appointment of a receiver shall exist whether or not the ap Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person receiver. Tenancy at Sufferance. If Trustor remains in possession of the Property after the Property is sold as providec )arant vame of the from serving as a above or Lander otherwise becomes entitled to possession of the Property upon default of Trustor, Trustor shall become a tenant at sufferance of Lender 0r the purchaser of the Property and shalt, at Lender's option, either {1) pay a reasonable rental for the use (2) vacate the Property immediateiy upon the demand of Lender. Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or in equity. Notice of Sale. Lender shall give Trustor reasonable notice of the time and piace of any public sale of the Personal tima after which any private sale or other intended disposition of the Personal Property is to be made. Reasonabie notice given at least ten (10} days before the time of the sale or disposition, Any sale of the Personal Propert conjunction with any sale of the Real Property. Safe of the Property. To the extent permitted by applicable law, Truste: hereby waives any and all rights to of the Property, or or available at Jaw Property or of the notlce shall mean may be made in have the Property marshalled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part 0f the Property together or separately, in one sale or by separate sates. Lender shall be entitled to bid at any public sale on all or any portion 0f Attorney8‘ Fees; EXpenses. 1f Lender institutes any suit or action to enforce any of the terms of this Deed of Tru entitled to Iecover such sum as the court may adjudge reasonable as attorneys‘ fees at trial and upon any appeal. V the Pro petty. st, Lender shall be hether or not any court action is involved, and to the extent not prohibited by Iaw, all reasonabie expenses Lender Incurs that in Landar's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable DEED OF TRUST (Continued) Page 6 on demand and shau bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered include, without limitation. however subject to any limits under applicable law, Lender's attorneys” fees and Lends whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including e Horm-appeas finfany mipared p records, obtaining titie reports (including foreclosure reports), surveyors' reports, and appraisal feas title insurance Trustee t0 the extent permitted by applicable law Trustor also will pay any court costs, in additiIon to all other law. Rights of Trustee. POWERS AND OBLlGATIONS 0F TRUSTEE. The following provisions relating to the powers and obligations of Trust Deed of Trust: Powers of Trustee. In addition to all powers of Trustee arising as a matter of law. Trustee shall have the power to actions with respect 10 the Property upon the written request of Lender and Trustor: (a) join in preparing and filin the Reai Property, inc1uding the dedication of streets or other rights m the public; (b) 10in in granting any easeme restriction on the Heal Property; and (c) join in any subordination or other agreement affecting this Dead of Trus1 Lender under this Deed of Trust Trustee shail have all of the rights and duiies of Lender as set forth In thls section. Obligations to Notify. Trustee shall not be obligated to notify any other party of a paneling sale under any other trL of any action or proceeding in which Trustor, Lender, or Trustee shall be a party, unless the action or proceec Trustee‘ Trustee. Trustee shali meet all qualifications required for Trustee under applicabta law. In addition to the rights forth above, with respect to all or any part of the Property, the Trustee shail have the right to foreclose by notice an shall have the right to foreclose by judicial forecIosure, in either case in accordance with and to the full extent pro law. Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor Trustee to any Truste this Deed of Trust by an instrument executed and acknowledged by Lender and recorded in the office of the re: County, State of California. The instrument shall contain, in addition to all other matters required by state law, origina| Lender, Trustee, and Trustor. the book and page where this Deed of Trust is recorded, and the name a successor trustee, and the instrument shail be executed and acknowledged by Lender or Its successors in interee trustee, without conveyance of the Property, shall succeed to ail the title, power, and duties conferred upon the Tr of Trust and by appllcable law. This procedure for substitution of Trustee shall govern to the exclusion of all o substitution. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged record as provided by law. NOTICES. Any notice required to be given under this Deed 0f Trust shall be given in writing. and shall be effective when when actually received by telefacsimile tuniess otherwise required by law), when deposited with a nationally recognized or, if mafled, when deposited in the United States mail, as first class, cenifiad or registered mail postage prepaid, directs shown near the beginning of this Deed of Trust Trustor requests that copies of any notices of default and sale be di address shown near the beginning of this Deed of Trust. AI! copies of notices of foreclosure from the holder of any lien over this Deed cf Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. Any pa address for notices under this Deed oi Trust by giving formal written notice to the other parties. specifying that the purpt to change the party's address, For notice purposes. Trustor agrees to keep Lender informed at all times of Trustor' Unless otherwise provided or required by law, if there is more than one Trustor, any notice given by Lender to any Trust notice given to all Trustors. STATEMENT 0F OBLIGATION FEE. Lender may coilect a fee. not to exceed the maximum amount permitted by law, statement 0f obligation as provided by Section 2943 of the Civil Coda of California. _¢INIT1AL1 ARBITRATION. Lender and Borrower and Guarantor agree that aII disputes, claims and controversies betwe individual joint, or class in nature, arismg from the Note, Guaranty, or any other loan document, incIuding without IEmit tort disputes shall be arbitrated pursuant to the rules oi the American Arbitration Association t"AAA' ) in accordance w Arbitration Rules and Supplemental Procedures for Financial Services Disputes, upon request 0f either party. No act to any collateral securing the Note or Guaranty shall constitute a waiver of this arbitration agreement or be prohibited agreement. This inciudes, without limitation, obtaining injunctive relief or a temporary restraining order: invoking a powe deed of trust or mortgage; obtaining a writ of attachment or impos'rtion of a receiver; or exercising any rights relating to including taking or disposing of such property with or without iudlcial process pursuant to Article 9 of the Uniform Com disputes, claims, or controversies concerning the lawfulness or reasonableness of any act‘ or exercise of any righ collateral securing the Note. Guaranty, or any other loan dccument, including without limitation, any claim to rescind, re modify any agreement relating to the collateral securing the Note or Guaranty shall also be arbitrated, provided howeve shall have the right or the power to enjoin or restrain any act of any party. Lender and Borrower and Guarantor agree t an action for judicial foreclosure pursuant to California Code of Civil Procedure Section 726, or any similar provision 1n a commencement of such an action will not constitute a waiver of the right to arbitrate and the court shall raiar to arbi such action, including counterclaims, as lawfully may be referred to arbitration. Judgment upon any award tendered by be entered in any court having jurisdiction. The arbitrators shall not have power to make an award of $1.0 million or party to an arbitration unless it is in the form of a statement of decision as described in California Coda of Civil Procedurs the parties specifically reserve the right, upon a petition to vacate, to have any such award reviewed and vacated upon as would result in reversal on appeal from a judgment after trial by court Nothing in the Note or Guaranty shall preclu seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel waiver, Iaches, an which would otherwise be applicable in an action brought by a party shall be applicable in any alb'rtration prc commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. by this paragraph 's legal expenses, forts to modify or , and fees for the sums provided by Be are part of this take the following g a map or plat of nt or creating any or the interest of st deed or lien, 0r ing is brought by and remedies set d sale, and Lender idad by applicable e appointed under ~order of Alameda the names of the nd address of the t. The successor ustee in thls Deed ther provisions for is made a public actually deiivered, overnight courier. d to the addresses acted to Trustor's which has priority ty may change its se of the notlce is s current address. 3r is deemed to be for furnishing the en them, whether ation contract and ith its Commercial take or dispose of by this arbitration r of sale under any personal property, mercial Code. Any t, concerning anv form, or otherwise r that no arbitrator hat in the event of w othar State, the tration as much of any arbitrator may more against any i Section 532, and the same grounds de any party from d similar doctrines weeding, and the W ralsea By ffie sufijact mafifii of’theidlspute. Lists of prospective arbitrators shall Inciuda retired judge’stotwififitandmg DEED 0F TRUST (Continued) Page 7 To the extent not provided by this agreement, including the Rules incorporated herein, arbitration hereunder shat] be govarned by Califomia arbitration law. Arbitration she” be conducted in California, in Engiish and, unless otherwise agreed to by the parties with respect to a 7 particular dispute, shaH be heard by a panel of three arbitramrs. The arbitrators in any arbitration shail be experienced in the areas of law the AAA rules, (a) any party may strike from a list of prospective arbitrators any individual who is regarded by that party as not appropriate for the dispute; and (b), if the arbitrator appointment cannot be made from the initial list 01 prospective arbitrators circulated by the AAA, a second and, if necessary, a third fist shall be clrculated and exhausted before the AAA is empowered to make the appointment. The Federal Arbitration Act shall apply to the construction, interpretation. and enforcement of this arbitration provision. ABSOLUTE ASSIGNMENT OF RENTS AND LEASES. If requested by Beneficiary, Trustor shall submit to Beneficiary far its prior written approva! any lease of the improvements or any portion thereof. Trustor shall provide Beneficiary with true, correct and complete copies of all Feases, together with such other information relating to the Seases as Beneficiary shall reasonably request. Trustc r shall not accept prepayments of rent for any period in excess of one month and shall perform all covenants of the lessor under all leases affecting the Property. Leases as used herein includa any extensions or renewals thereof and any amendments thereto consented Trustor shali perform and carry out all of the provisions of the leases to be performed by Trustor and shail appear in and to by Beneficiary. defend any action in which the validity of any lease is at issue and shall commence and maintain any action 0r proceeding necessary to establish or maintain the validity of any lease and to enforce the provisions thereof‘ Trustor shall immediately give notice to Beneficiary of any of the leases it receives or delivers. Beneficiary shall hava the right, but not the obligation; to cure any default of Trustc leases and all amounts disbursed in connection with said cure shall be deemed to be disbursements under the lndebtedna default under any r under any of the ss. SUBORDINATION 0F LEASES. Each lease on any portion of the Property shall be absolutely subordinate to the lien of this Deed of Trust but shall contain a provision satisfactory to Benaficiarv that in the event of the exercise of the private power of sale 0r a udicial foreolosure hereunder such lease, at the option 0f the purchaser at such sale, shall not be terminated and the tenant thereunder shall attorn to such purchaser and, if requested to do so; shall enter into a new lease for the balance of the term of such lease then remain terms and conditions. and each such assignment shall be recorded and acknowledged by the tenant thereunder. ABSOLUTE ASSIGNMENT OF CONTRACTS. ng upon the same Each such lease shalt, at the request of Beneficiary, be assigned to Beneficiary upon Beneficiary's approved form In addition to any other grant, transfer or assignment effectuated here 3y, without in any manner limiting the generality of the grants in the Conveyance and Grant section hereof, Trustor shall assign to Benafici iry, as security for the Indebtedness secured hereby, Trustor's interest in all agreements, contracts, leases, licenses and permits affecting t manner whatsoever. Such assignments to be made, 1f so requested by Beneficiary, by instruments in form satisfactory he Property in any to Beneficiary but no such assignment shall be construed as a consent by Beneficiary to any agreement, contract, license or permit so assigned, or to impose upon Beneficiary any obligations with respect thereto. BOOKS AND RECORDS. Trustor shail maintain, or cause to be maintained, proper and accurate books, records and accounts reflecting all items of income and expense in connection with the operation of the Real Property or in connection w'rth any services‘ equipment or furnishings provided in connection with the operation of the Reaf Property, whether such income 0r expense be realized by Trustor or by any other person or entity whatsoever excepting persons unrelated to and unaffiliated w‘rth Trustor and who leased Tron Trustor portions of the Real Property for the purposes of occupying the same. Beneficiary such financial statements regarding operation of the Property as Beneficiary may reasonably request. Upon the request of Beneficiary, Trustor shall prepare and deliver t0 Beneficiary, or its designee, shall have the right from time to time during normai business hours to examine such books, records and acc )unts and to make copies or extracts therefrom. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: Amendments. This Dead of Trust, together with any Related Documents, constitutes the entire understanding anc agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall 35 effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. [f the Property ls used for purposes other than Trustur's residence, Trustor shall furnish to Lende certified statement of net operating income received from the Property during Trustor's previous fiscal year in such Lender shall require. connection with the operation of the Property. I', upon request, a form and detail as "Net operating income" shall mean aII cash receipts from the Property less all cash expenditures made in Caption Headings. Caption headings in this Deed 0f Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. Merger. Property at any time held by or for the benefit of Lender in any capac'rw, without the written consent of Lender. Governing Law. This Deed of Ttust will be governed by federal law applicable to Lander and. to the extent not pra law. the laws of the State of Caiifomia without regard to Its conflicts of law provlslons. This Deed of Trust has Lender In the State of Cal‘rfomia. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the emptsd by federal been accepted by Choice of Venue. If there is a lawsuit, Trustor agrees upon Lender's request to submit to the jurisdiction of the courts of Alameda County, State of California. No Walver by Lender. Lender shall not be deemed to have waived any rights under this Deed of Trust unless such writing and signed by Lender. No delay or omlsslon on the part of Lender in exercislng any right shall operate as right or any other right. A waiver by Lander of a provision of this Deed of Trust shall not prejudice or constitute a right otherwise to demand strict compliance with that provision or any other provision of this Deed of Trust. P Lender, nor any course of dealing between Lender and Trustor, shall constitute a waiver of any of Lender's r Trustor's obligations as to any future transactions. Whenever the consent of Lender is required under this Deed of of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances wha required and in all cases such consent may be granted 0r withheld in the soie discretion of Lender. waiver is given in a waiver of such waiver of Lender's Jo prior waiver by ghts or of any of Trust. the granting e such consent is DEED OF TRUST (Continued) Page 8 unenforceabie as to r circumstance. 1f If the offending - weéw law,~the 7 r enforceability of Severablllty. If a court of competent jurlsdiction finds any provision of this Deed of Trust to be illegal, invalid, or any circumstance, that finding sharl not make the offending provision illegal invalid or unenforceable as to any othe feasibie, the oflending provision shalt be considered modified so that it becomes Iegal, valid and enforceable. illegality, invalidity, or unenforceability of any provision of this Deed of Trust shall not affect the legatity, validity c any other provision of this Deed 0f Trust. this Deed of Trust Property becomas 1 reference to this ns of this Deed of Successors and Assigns. Subject to any limitaflons stated in this Deed 0f Trust on transfer 0f Trustor's interest, shall be binding upon and inure to the benefit of the parties, their successors and assigns. 1f ownership of the vested in a person other than Trustor, Lender. without notice Io Trustor, may deal with Trustor's successors wit Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Trustor from the obligatic Trust ur liahility under the Indebtedness. Tlme is of the Essence. Time is of the essence in the performance 0f this Deed of Trust, Waive Jury. To the extent permitted by appllcable law, all parties to thls Deed of Trust hereby waive the right to a action, proceeding. or counterclalm brought by any party agalnst any othar party. ny jury trlal in any DEFINITIONS. The foiiowing capiialized words and terms shall have the following meanings when used in this Deed of Trust. Unless specifically stated to the contrary, 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, Words and terms not otherwise defined In thls Deed of Trust shall have the meanings attributed to such terms 1n the Uniform Commercial Code: Beneficiary. The word "Beneficiary" means CATHAY BANK, a California Banking C0rp., and its successors and assigns. Borrower. signing the Note and all their successors and assigns. Deed of Trust. The words "Deed of Trust“ mean thls Deed of Trust among Trustor, Lender, and Trustee, an limitation all assignment and security interest provisions relating to the Persona! Property and Rents. Default. The word "Default" means the Default set forth In this Deed of Trust in the section titled "Default". Event of Default. The words "Event 0f Defauit" mean any of the events of default set forth in this Deed of True default section of this Deed of Trust. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebte Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender. including whhout limitation a guara the Noie. Improvements. The word "Improvements" means ali existing and future improvements, buildings. structures, mobile the Real Property, facilities. additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest] and other amounts, costs and expenses paya or Related Documents, together with ail renewals of, extensions of, modifications of, consoiidations of and substitL or Related Documents and any amounts expended or advanced by Lender to discharge Trustor's obligations or exp Trustee or Lender to enforce Trustor's obligations under this Deed of Trust, together with interest on such amounts Deed of Trust. Lender. The word "Lender" means CATHAY BANK, a California Banking Corp., its successors and assigns. Note. The word "Note means the promissory note dated March 5. 2015, The word "Borrower" means US IMMIGRATION iNVESTMENT CENTER LLC and includes all co-signers and co-makers i includes without t in the events of dness. wty of all or part of homes affixed on ble under the Note ations for the Note enses incurred by as provided in this in the original principal amount of $11,228 000.OD from Trustor to Lender, together with all renewals of, extensions of modifications of, refinancings of, consolidations of and substitutions for the promissory note or agreement. NOTICE TO TRUSTOR: THE NC VARIABLE INTEREST RATE. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other artic|es of persona hereafter owned by Trustor, and now or hereafter attached or affixed to the Rea! Property; together with all acce additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds limitation all insurance proceeds and refunds of premiums) from any sale or other dispos‘rtion of the Pmperty. Property. Real Property. The words "Rea! Property” mean the real property, interests and rights, as further described in this D The word "Property" means collectively the Real Property and the Persona! Property. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agr agreements, mortgages. deeds of trust. security deeds, collateral mortgages, and alt other instruments, agreemem whether now or hereafter existing, executed in connection with the Indebtedness; except that the words do n01 me environmental agreement, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future leases, rents, revenues, income, issues, royalties, profits, derived from the Property together with the cash proceeds of the Rents. Trustee. The word "Trustee" means CHICAGO TITLE COMPANY. A CALIFORNIA CORPORATION, whose add HOSPITALITY LANE, SAN BERNARDINO, CA 92408 and any substitute or successor trustees. Trustor. The word "Trustor" means US IMMIGRATION INVESTMENT CENTER LLC. TE CONTAINS A prepeny now or ssions, parts. and {lncfuding without Bed of Trust. Bements. security s and documents. an any guaranty or and other benefits ess is 560 EAST DEED OF TRUST (Continued) Page 9 THUSTOR ACKNOWLEDGES HAVING HEAD ALL THE PROVISIONS 0F THIS DEED 0F TRUST, AND TRUSTOH AGREES T0 ITS TERMS. r INCLUDING THE VARIABLE RATE PROVISIONS 0F THE NOTE SECURED BY THIS DEED OF TRUST. TRUSTOR: US IMMIGRATION INVESTMENT CENTER LLC 3y: na// VI/OLET PARVARANDEH, Managing Member of US IMMIGRATION INVESTMENT CENTER LLC MAHNAz KHnrg‘EN Mang Member of us IMMIGRATRON INVESTMENT céNTER LLcL/ {/5 CERTlFlCATE OF ACKNOWLEDGMENT A notary public or other officer completing this certtficate verifies only the identity of the individual who signed the document to which this certificate is attached. and not the truthfulness, accuracy or validity of that document. STATE 0F C275!” i ) ss COUNTY 0F EJZL/wfi' (Offiv’z/ VJ On 3 ’// f/ “ II 5/ .20 /‘S/ before me. f“ JégtCML//r'w'ff //v& ”£77; (here insert name and/tltle of the off M fl”! (‘3‘? c’er] personally appeared VIOLET PARVARANDEH, who proved to me on the basis ofisafisfactory evidence to be the person(s) whose nameK is/aré subscribed to the within instrument and acknowledged to ma that hafshe/tjrey executed the same in hié'lher/tpe’? authorized capacitytiesf, and that by hlslher/thelr signaturais) on the instrument the person(sfl or the entity upon behalf of which tl executed/the instrument | certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and c M. RUTHERFORD é COMM 2051566 mNOTARY PUBLIC- CflUFORNIA Comm OF SANTA CLARA WITNESS my hand and official seal. MY Coma EXF. APR. 1.5 203 x 1K , "7 . , r Signature e person(s)’ acted. orract. (Seal) ACKNOWLEDGMENT 濫J∫ J馴糀ヽ̈ ¨ヘ On M~- “ ′つ 1カ ′ゞ ~before me, ftnseri narn*nd title of the office$ l certi"under PENALTY OF PER」 URY underthe laWS Ofthe State of Canfornia thatthe fOre9。 ing paragraph is true end COrrect rⅢ …………‐‐““““““ "̈‐… ●̈・“ ‐・・“ ゆ…●…“・“・ WITNESS mY hand and - - (Seal) signature DEED 0F TRUST (Continued) Page 10 CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer compleiing this certificate verifies oniy the identity of the individual who signed the which this certificate is attached, and not the truthfulness, accuracy or validity of that document. document to STATE OF )Vss COUNTY OF On , 20 before rne, (here. insert name and tltte‘of the off personally appeared MAHNAZ KHAZEN, who proved to me on the basis of satisfactory evidence to be the parsonts) wf subscribed to the within instrument and acknowledged to me that ha/she/they executed the same in his/her/their autho and that by hisrher/thair signatureKs) on the instrument the personls). or the entity upon behalf of which the person(s) a instrument. I certify under PENALTY OF PERJUHY under the laws of the State of California that the foregoing paragraph is true and c WITNESS my hand and official seal. leer) ose name(s) is/are rized capacitvfies), cted, executed the Ol’l'eCt. Signature (Sea!) (DO NOT RECORD) REQUEST FOR FULL BECONVEYANCE (To be used only when obligations have been paid in iulll To: , Trustee The undersigned is the legal owner and holder of all Indebtedness secured by this Deed of Trust. All sums secured by have been fulty paid and satisfied. You are hereby directed, upon payment to you of any sums owing to you under the of Trust or pursuant to any appllcabla statute, to cancel the Note secured by this Deed of Trust (which is delivered to this Deed of Trust), and to raconvey, without warranty, to the parties designated by the terms of this Deed of Trust, tr by you under this Deed of Trust. Please mail the reconveyance and Reiatad Documents to: Date: Beneficiary: this Deed of Trust terms of this Deed you together with e estate now held By: Its: LaserPro, Ver. 14.5.10.004 Copr. D+H USA Corporation 1997, 2015. PR-41 All Rights Reserved. v CA E:\CF1\LPL\C O1 .FC TR-29054 EXHIBIT "A" LEGAL DESCRIPTION Order N0.: 01180-144009 Escrow N0.: 01180-1 44009 The land referred to herein is situated in the State of California, County ofAIameda, City of Oa described as follows: BEGENNING AT THE PONT OF INTERSECTION OF THE SOUTHWESTERN BOUNDARY LH\ 17 WITH THE SOUTHEASTERN LINE OF HARRISON STREET, AS SAID LOT AND STREET SHOWN ON THE MAP OF “SURVEY NO. 824 FOR HENRY C. LEE. ESQ, 100 ACRE TRACT OAKLAND TOWNSHIP", FILED SEPTEMBER 14, 1867, IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY; RUNNING THENCE NORTHEASTERLY ALONG SAID HARRISON STREET‘ 84,0 FEET; THENCE SOUTH 87° 14’ EAST, THE BEARING OF SAID SOUTHWESTERN BOUNDARY LINE OF LOT 17 BEING TAKEN AS SOUTH 17° 48’ EAST FC PURPOSE OF MAKING THIS DESCRIPTION, 109.33 FEET; THENCE SOUTH 3° 31' EAST, 1 kland and IE OF LOT ARE a LINE OF 3R THE 07.75 FEET TO THE SOUTHERN BOUNDARY LINE OF SAD LOT 17; THENCE SOUTH 88° 42’ WEST ALONG SAID SOUTHERN BOUNDARY LINE OF LOT 17, 131 FEET; MORE OR LESS, TO Tl- SOUTHWESTERN CORNER OF SAID LOT 17; THENCE NORTH 17° 48‘ WESTALONG THE SOUTHWESTERN BOUNDARY LINE OF LOT 17 TO THE POINT OF BEGINNING. APN: 010-0768-005 (End of Legal Description) -|E Exhibit C BUSINESS LOAN AGREEM ENT 80 ‘ 70 9 References in the boxes above are for Lender's use only and do not limit the applicability of thia document t0 any partizular loan or Any item above containing "H” has been omitied due to text length limitations. Item. Borrower: THIS BUSINESS LOAN AGREEMENT dated March 5, 2015, is made and executed batwaen US IMMIGRATION INVE (“Borrower") and CATHAY BANK, a California Banking Cmp. ("Lender") on the following terms and conditions. Bom commercla} mans from Lender or has appfiad to Lender for a commercial loan or loans or other flnancial accommodations may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (AI ir extending any Loan, Lender is relying upon Borrower's representations, warmnties. and agreements as set iorth In thin Agreement: (B) the granting. renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discr Loans shall be and :emain subject to the terms and conditions of this Agreement. TERM. This Agreement shall be effective as of March 5, 201 5, and aha” continue in full force and effeci until such ti Loans in favor of Lender have been paid in full, including principal, Interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement. CONDITIONS PRECEDENT TO EACH ADVANCE. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as 0f the date of this Agreement disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any CATHAY BANK, a Calilomla Ba UNION CITY OFFICE 1701 DECOTO ROAD UNION CITY, CA 94537 US IMMIGRATION INVESTMENT CENTER LLC Lender: 560 S. \MNCHESTER BLVD., SUITE #500 SAN JOSE, CA 95128 Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) granting to Lender security interests in the Collateral; {3] Interests; (4] evidence of Insurance as required below; (5) guaranties; {6] require for the Loan; all in form and substance satisfactory to Lender and Lender's counsel. nking Corp‘ STMENT CENTER LLC war has received prior . including those which granting, renewing, or ation; and (C) all such ‘ne as all of Borrower's Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender‘s satisfaction of all of the conditions sot forth in this Agreement and in the Related Documents‘ Security Agreements financing statements and all other documents perfecting Lender's Security together with all such Related Documents as Lender may Borrower's Authorization. Borrower shall have provided In form and substance satisfactory to Lender properly ceriified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrov er shall have provided such other resolutions, authorizations, documents and instruments as Lender or Its counsel, may require. Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which ar as specified in thJs Agreement or any Related Document. 3 then due and payable Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lendar under this Agreement are true and correct. No Event of Default. There shall not exfist at the time of any Advance a candition which would constitute an Evert of Default under this Agreement or under any Related Document. as of the date 0f each Indebtedness exists: Organization. Borrower is a limited riablllty company which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of California, Borrower is duly authorized to transact busine as in all other states in which Borrower is doing business. having obtained aH necessary filings, governmental licenses and approvals fur each state in which Borrower is doing business‘ Specifically, Borrower is, and at all times shall be, duly qualified as a foreign limited states in which the failure to so qualify would have a material adverse effect on its business or financial condition. liablth company in all Borrower has the full power and authority to own its properties and to transact the business in which it i3 presentiy engaged or presenty propoaes to engagel Borrower maintains an office at 560 S, WINCHESTER BLVD, SUITE #500, SAN JOSE, CA 95128. Unless Borrower has designated otherwise in writing, the p(incipal office is the office at which Borrower keeps its books and records inciuding its Collateral. Borrower will notify Lender prior to any change in the location of Borrower's state of organization or an ecords concerning the change in Borrower's name. Borrower shal! do all things necessary to preserve and to keep in fu|| force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutas, orders and decrees of any governmental or quasi-governme ntal authority or court applicable to Borrower end Borrower's business activities. Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all as .umed business names used by Borrower. Excluding the name of Borrower. the following is a complete list of all assumed business names under which Borrower does business: None. Authorization. provision of (a) Borrower's articles of organization or membership agreements, or (b) Bonower‘s execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by ell necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any agreement or other Instrument binding upon any Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's prc parties. Financial Information. Each of Borrower's financial statements suppiiad to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower‘s financial omdition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid. and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. Propetfies. Except as contemplated by this Agreement or as previously disclosed in Borrower‘s financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such prapertias. Ail of Borrower's properties are titled in Borrower's legal name, and Borrower has not wed or fited a financing statement under any other name for at least the last five (5) years. Litigation and Claims. No litigation, claim, investigation, administrative proceeding or simiiar action (including those for unpaid taxes) BUSINESS LOAN AGREEMENT (Continued) Page 2 AFHRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in eff against Borrower is pending or threatened, and no other event has occurred which may materially adversew aft: condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and ackr writing. Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required filed, and all taxes] assessments and other governmental charges have been paid in fuII, except those presently bein Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into 0r Agreements, or permitted the filing or attachment of any Security Interests on 0r affecting any of the Collars: securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior t0 Lender‘ rights in and to such Collateral. Binding Effect. This Agreement, the Note, all Security Agreements [if anv}, and all Related Documents are bi thereof, as well as upon their successors. representatives and assigns, and are legally enforceable in accordanc terms. Notices of Claims and Litigation. Promptiy inform Lender in writing of (1) all material adverse changes in Borrow and (2) all existing and all threatened litigation, claims, investigations. administrative proceedings or similar action any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guar Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent bests, and pe and audit Borrower's books and records at all reasonable times. Financial Statements. Furnish Lender with the followéng: Additional Requirements. Tax Returns. As soon as available, but in no event later than ninety (90) days after the applicable filing date the tax reporting period ended. Borrower's Federal and other governmental tax returns {inciuding all schedules prepared by a tax professional satisfactory to Lender. Operating Statement and Rant Roll. As soon as available, but in nu event later than ninety (90) days after the detailed income and expense statements and rent rolls on the property that is utilized as Coilateral. All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, < basis, and certified by Borrower as being true and correct. Addltlonal Information. Furnish such additional information and statements, as Lender may request from time to time. Insurance. Maintain fira and other risk insurance. public liability insurance‘ and such other insurance as Lender may Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to L request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactt stipulations that coverages will not be cancelled or diminished without at teast thirty (30) days prior written n insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired omission or default of Borrowar or any other person. In connection with all policies covering assets in which Lend security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements a Insurance Reports. Furnish to Lender, upon request 0f Lender, reports 0n each existing Insurance policy showlr Lender may reasonably request, including without aimitation the following; (1) the name 0f the insurer; (2) the amount of the policy; (4} the properties insured; {5) the then current property values on the basis of which lnsura and the manner of determining those values; and {6) the expiration date of the policy. ln addition, Upon requesti more often than annually}, Borrower will have an independent appraiser satisfactory to Lander determine, es app value or repiacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower‘ Guarantles. guarantors named below, on Lender's forms, and in the amounts and under the conditions set forth in those guaranti Names of Guarantors Amounts VIOLET PARVARANDEH Unlimited PIROOZ PARVARANDEH Unlimited Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter exist and any other party and notify Lender immediately in writing 0f any default In connection with any other such agreer‘r Loan Proceeds. Use all Loan proceeds solely for Borrower’s business operations. unless specifically consented to th writing. Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obllgations, including without lim taxes, governmental charges, levies and liens, of every kind and nature, Imposed upon Borrower or its properties, I to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge L Provided however, Bormwar will not be required to pay and discharge any such as levy, iien or claim so long as (1) the legality of the same shalt be contested in good faith by appropriate proceedir shall have established on Borrower's books adequate reserves with respect to such contested assessment, tax. cha properties, income, or profits. in accordance with GAAP. Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions sei forth in this Ag Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify writing of any default in connection with any agreement. Operations. Maintain executive and management personnel with substantially the same qualifications and exp executive and management personnel; provide written notice to Lender oi any change in executive and management business affairs in a reasonable and prudent manner. Environmental Studies. Promptly conduct and complete, at Borrower's expense, ali such Investigations, studies, sar may be requested by Lender or any governmental authority relative to any substance, or any waste or by-produot of as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directi Prior to disbursement of any Loan proceeds, fumésh executed guaranties of the Loans in favor of Le ct Borrower's financial owJedged by Lender in to be filed, have been g or to be contested by granted any Security aE directly 0r indirectly s Security Interests and 1ding upon the signers e with their respective act, Borrower will: er's financial condition, s affecting Borrower or antor. rmit Lender to examine Jr extension thereui for and K-1, if applicable}, end of each fiscal year, applied on a consistent x require with respect to ander. Borrower, upon )ry to Lender, inctuding :tice to Lender. Each n any way by any act, er holds or is offered a s Lender may require. 1g such information as risks insured; (3) the nce has been obtained, 3f Lender (however not icable, the actual ca3h nder, executed by the es. ng. between Borrower ants, e contrary by Lander in tation all assessments, meme, or profits, prior pon any 01‘ Borrower's sessment, tax, charge, gs, and {2} Borrower rge, levy, lien, or claim aemant, in the Related Lender immediately in arienoe as the present personnei; conduct its npllngs and tastings as any substance defined e, at or affecting any BUSINESS LOAN AGREEMENT (Continued) Page 3 property or any facility owned, leased or used by Borrower. Compliance with Governmental Hequ£remants. Compty with alf laws, ordinances, and regulations, now or he governmental authorities applicable to the conduct 0f Borrowar's properties, businesses and operations, and to the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith ar or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrowe writing prior to doing so and so long a3, in Lender's sole opinion, Lender's Interests in the Collateral are not je require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's i Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for Borrower's other properUSS and to examine or audit Borrower's books, accounts. and records and to make co; Borrower’s books, accounts. and records. if Borrower now or at any ttme heteafter maintains any records [incl computer generated records and computer software programs for the generation of such records) in the posse Borrower, upon request of Lender. shall notify such party To permit Lender free access to such records at all r provide Lender with copies of any records it may request, all at Borrower's expense. Environmental Compliance and Reports. Borrower shall comply in all respects with any and all covenants, terms, c set forth in the Hazardous Substances Certificate and Indemnity Agreement executed in connection with the Loan. Additional Assurances. Make, execute and deliver 10 Lender such promissory notes, mortgages, deeds of trus assignments, financing statements] insiruments, documents and other agreements as Lender or its anorneys ma evidence and secure the Loans and to perfect all Security Interests. RECOVERY 0F ADDITIONAL COSTS. If the imposition of or any change in any law, rule, regulation or guideline, application of any thereof by any court or administrative or governmental authority [including any request or policy not I shall impose, modify 0r make applicable any taxes (except federal, state or local income 0r franchise taxes impos requirements, capital adequacy requirements or other obligations which would (A) credit facilities to which this Agreement relates, (B) or (C) reduce the rate of ratum on Lender's capitai as a consequence of Lender's obligations with respect to the credi Agreement relates, then Borrower agrees to pay Lender such additional amounts as will compensate Lender therefor, w Lender's written demand for such payment. which demand shall be accompanied by an explanation of such impo calculation in reasonable detail 0f the additional amounts payable by Borrower, which explanation and calcuiations sh absence 0f manlfest error. LENDER'S EXPENDITURES. If any action 0r proceeding is commenced that would materially affect Lender’s Interes Borrower faits to comply with any provision of this Agreemeni or any Related Documents, including but not limited t discharge 0r pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not I paying all taxes, liens, security interests, encumbrances and other claimsl at any time levied or placed on any Collateral insuring, maintaining and preserving any CoHateral. A|| such expenditures incurred or paid by Lender for such purposes v the rate charged under the Note from the date incurred or paid by Lender t0 the date of repayment by Borrower. AII suc a part of the Indebtedness and, at Lender's option. will (A) be payable on demand; {BD be added to the balan apportioned among and be payable with any installment payments to become due during either (1) the term of any app 0r (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be dua and payable at the Not NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrowe prior written consent of Lender: Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to L this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2] sell] tran pledge. ieasa, grant a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted l recourse any 0f Borrower's accounts. except to Lender. Continuity of Operations. (1) Engage in any business activities substantially different than those in which Borrowe (2) cease operations. liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dis Collateral out of the ordinary course of business, or (3) make any distribution with respect t0 any capital account, capital or otherwise. Loans, Acquisitions and Guaranties. [1) Loan, invest in or advance money or assets to any other person, en purchase, create or acquire any interest En any other enterprise or entity, or (3) incur any obligation as surety or the ordinary course of business, Agreements. Enter into any agreement containing any provisions which would be violated or breached by the perf obligations under this Agreement or in connection herewith. CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this A other agreement, Lender shall have n0 obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrowe default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or c Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or is adjudged a bankrupt; 1C) there occurs a material adverse change in Borrower's financial condition, in the fin Guarantor, or in the value of any Collateral securing any Loan; or (D) revoke such Guarantor's guaranty of the Loan or any other loan with Lender. DEFAULT. Each of tha following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower fails to comply with or to perform any other term; obligation, covenant or condition come or in any of the Related Documents or to comply with 0r to perform any term, obligation, covenant or condition agreement between Lender and Borrower. Environmental Default' Faiiure of any party to comply with or perform when due any term, obligation, covenant or any envitonmental agreement executed in connection with any Loan. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, secwity a sales agreement, or any other agreement. in favor of any other creditor or person that may materially affect an) Grantor‘s property or Borrower's or any Grantor‘s ability m repay the Loans or perform their respective obligations u increase the cost to Lender for exter reduce the amounts payable to Lender under this Agreement or 1 any Guarantor seeks, claims or otherwise atten 'eafter in effect, of all Jse or occupancy of the 1y such law, ordinance, has notified Lender in )pardized. Lender may wterest. The Loan or Loans and ies and mammanda of Jding without limitation ssion of a third party, sasonable times and to nditions and p(ovisions t, security agreements, reasonably request to Dr the interpretation or aving the force of law} Bd on Lenderl, reselve 1ding 0r maintaining the he Related Documents, tfacilities to which this ithin five (5) days after sition or charge and a alt be conclusive in the t in the Coilateral or if o Bartower's failure to Documents, Lender on mited to discharging or and paying at! costs f0! will then bear interest at 1 expenses will become :e of the Note and be icabla insurance policy; 3’s maturity. r shall not, without the ender contemplated by sfer. mortgage, assign, .iens), or (3) sell with r is presently engaged, solve or transfer or sell 'vhether by reduction of terprise 0r entity, (2) guarantor other than in ormance of Borrower's greement or under any r or any Guarantor is in ny Guarantor has with 0r similar proceedings, ancial condition of any 1pm to limit, modify or \ned in this Agreement contained in any other condition contained in greement, purchase or of Borrower's or any nder this Agreement or BUSINESS LOAN AGREEMENT (Continued) Page 4 any of the Heiated Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrc Agreement or the Related Documents is faise or misleading in any material respect. either now or at the time made c faIse or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether eiection to continue is made]. any m Borrower, or any other termination of Borrower's existence as a going business or the death 0f any member, the i the appointment of a receiver for any part of Borrower‘s property, any assignment for the benefit of creditors, any 1y or the commencement of any proceeding under any bankruptcy or Insolvency laws by or against Borrower. Defective Collateralizatlon. This Agreement or any of the Related Documents ceases to be in full force and effect collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Creditor or Forfeiture cheedings. Commencement of foreclosure or forfeiture proceedings, whether bv judicia repossession or any other method, by any creditor of Borrower or by any governmental agency against any collat This includes a garnishment of any of Borrower's accounts. including deposit accounts, wlth Lender. However, thl not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of anv of th Guarantor dies or becomes incompetent‘ or revokes or disputes the validity of, or liability under, any Guaranty of the Adverse Change. A material adverse change occurs in Borrower's financial condition. or Lender believes the p performance of the Loan is impaired. EFFECT 0F AN EVENT 0F DEFAULT. if any Event of Default shall occur“ except where otherwise provided in this Ag Documents, all commitments and obligations of Lender under this Agreement or the Related Documents 0r any other agre terminate (including any obligation to make further Loan Advances 0r disbursements}, and. at Lender‘s option, aH lndebte become due and payable, all without notice of any klnd to Borrower, except that in the case of an Event of Default 01 th "Insolvency” subsection above, such acceleration shall be automatic and not optional. In addition, Lender shail have all provided in the Related Documents or avaitable at law, in equity, 0r otherwise. Except as may be prohibited by applica rights and remedies shall be cumulative and may be exercised singularly or concurrently. Eiection by Lender to pursu exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation Grantor shalf not affect Lender‘s right t0 declare a default and to exercise its rights and remedies. AMENDMENT T0 AFFIRMATIVE COVENANTS. In addition to the Affirmative Covenants above, Borrower further cove Lender that; while this Agreement I's in effect, Borrower will: Notice of Litigation. Promptly give notice to Lender in writing of any proceedings (whether or not purportedly an beha Borrower invotving an amount in excess of $25,000.00 not fully covered by insurance. Financial Compliance Statement. Certify t0 Lender on the Certificate of Non~DefauIt form that Borrower is In compliance This cenificatton is made together with the financial information requested. DEBT COVERAGE RATIO 0N LOAN NO. 3000062379400. Borrower is required to cause the propeny located at 2382 CA 94612 to maintain a minimum debt coverage ratio ("DCR") of at least 1.30 to 1.00v OCH is defined as the net opar by the subject property divided by the Ioan‘s annual principal and interest payments, DCR is subject to Lender's annua income tax returns. If DCR is below 1.30 to 1.00. Borrower will pay down the outstanding principal balance in an amou the required DCR within 30 days of Lender's demand. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Retated Documents, constitutes the entire understanding and ag as t0 the matters sat forth in this Agreement. No alteration of or amendment to this Agreement shall be effective and signed by the party or parties sought to ba charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Borrower agrees to pay upon demand ail of Lender's costs and expenses, including L and Lender's legal expenses, incuned in connection with the enforcement of this Agreement. Lender may hire or pa enforce this Agreement, and Borrower shal! pay the costs and expenses 0f such enforcement. attorneys‘ feas and legal expenses whether or not there [s a lawsuit. including attorneys' fees and Eegal ex proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated p services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to provisions of this Agreement. Borrower agrees and consents to Lender's sale or transfer, whether now or Lender ma e Consent to Loan Participation. participation interests in the Loan to one or more purchasers, whether related or unrelated t0 Lender. limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge L Borrower or about any other matter rerating to the Loan, and Borrower hereby waives any rights to privacy Borrower to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all not of such participation interests. Borrower also agrees that the purchasers 0f any such participation interests wil absolute owners of such interests In the Loan and wili have all the rights granted under the participation agr governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest further agrees that the purchaser of any such participation interests may enforce its interests irrespective of a defenses that Borrower may have against Lender. Governing Law. This Agreement will b9 governed by federal law applicable to Lander and. to tho extant not preamp laws of tho State of California without regard to Its conflicts of law provisions. Thls Agreement has been accepted of California. Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender‘s request to submit to the jurisdiction of Costs and expe wer‘s behalf under this r furnished 0r becomes ember withdraws from nsolvency of Borrower, pa of creditor workout, including failure of any proceeding, self-halp, eral securing the Loan. s Event of Default shall basis of the creditor or with Lander monies or as being an adequate e Indebtedness 0r any Indebtedness. respect of payment or reement or the Related ement immediately will dness immediately will e type described in the he rlghts and remedies ble law, all of Lender's 3 any remedy shall not of Borrower or of any nants and agrees with f of Borrower) against with these covenants. Harrison 51., OakIand, :ting income generated I review of Borrower's nt sufficient ta achieve (eement of the parties unless given 1n writing ender's attorneys' fees y someone else to help nses include Lender's enses for bankruptcy Jst-judgment collection I ( interpret or define the ater, 0f one or more provide, without any nder may have about may have with respect ces of any repurchase be considered as the emant or agreements may have now or later 3r such purchaser may n the Loan. Borrower ny personal claims or I e ed by federal law, the by Lendel‘ In the State the courts of Alameda BUSINESS LOAN AGREEMENT (Continued) Page 5 County, State of California. No Waiver by Lander. Lender shall not be deemed to have waived any rights under this Agreement unless such w and slgned by Lender. No delay 0r omission on the part of Lender in exercising any right shall operate as a waiv other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Len demand strict compliance with that provision or any other provision 0f this Agreement. No prior waiver by Len dealing between Lender and Borrower, or between Lender and any Grantor. shall constitute a waiver of any 0f Lenc Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required the granting of such consent by Lander in any instance shall not constitute continuing consent to subsequent instanc is required and in all cases such consent may be granted or withheld in the sole dlscretion of Lender. aiver is given in writing er of such right or any jer‘s right otherwise to der, nor any course of er's rights or of any of under this Agreement, es where such consent hen actually delivered, wized overnight courier, acted t0 the addresses y giving format written ca purposes; Borrower 3y law, if there is more Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective \n when actually Ieceived by telefacsimile (unless otherwise required by law), when deposited with a nationally recog or, if mailed. when deposited in the United States mail. as first class, certified 0r registered mail postage prepaid, di shown near the beginning 0f this Agreement. Any party may change its address for notices under this Agreement t notice to the other parties, specifying that the purpose of the notice is to change the party's address. For noti agrees to keep Lender Informed at aH times of Borrower's current address. Unless otherwise provided or required than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers, 1enforceable as to any :umstance. If feasible, provision cannot be so iity, or unenforceability Agreement. Severability. H a court of competent jurisdiction finds any provision of thls Agreement to be illegal, invalid, or u circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other Cir the offending provision shall be considered modified so that it becomes legal, valid and enforceable, If the offending modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegafity, lnvalic of any provision of this Agreement shall not affect the legality, validity or enforceability 0f any other provision of this Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes i1 without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shaH ir subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances sha” this Agreement t Lender to make any Loan 0! other financial accommodation to any of Borrower‘s subsidiaries or affiliatas‘ appropriate, including ckude all of Borrower‘s a construed to require Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agre Documents shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors shall not, however. have the right to assign Borrower's rights under this Agreement or any interest therein, wi consent of Lender. ement or any Related and assigns. Borrower thout the prior written Survival of Representations and Warranties. Borrower understands and agrees that in making the Loan, Lender is relying 0n alf representations, warranties, and covenants made by Borrower in this Agtaement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower furthef agrees that regardless of an investigation made by Lender, all such representations, warranties and covenants will survive the making 0f the Loan and delivery to Lender of the Related Documents, shall be continuing in nature. and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. Time is of the Essence. Time is of the essence in the performance of this Agreement. Waive Jury. To the extent permitted by applicable law, ail parties to this Agreement hereby waive the right to any proceeding, or counterclaim brought by any party agatnst any other party. jury trial in any action, DEFINITIONS. The following capitalized words and terms shall have the following meanings when used In this Agreeme stated to the contrary, all references to doEJar amounts shall mean amounts in lawful money of the United States of Ame used in the singular shall include the plural, and the plural shall include the singular‘ as the context may require. Words a defined in this Agreement shali have the meanings attribuied to such terms in the Uniform Commercial Code. Accountin otherwise defined in this Agreement shall have the meanings assigned to tham En accordance with generally accepted acc effect 0n the date of this Agreement: nt. Unless specificaliy rica. Wotds and 1erms 1d terms not otherwise g words and terma not Bunting principles as in Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or 0n Borrawer‘s behalf on a line 0f credit or multip1e advance basis under the terms and conditions 0f this Agreement. B amended or modified ne. Agwamant. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may b from fime to time, together with all exhibhs and schedules attached to this Business Loan Agreement from time to tir Borrower. The word "Borrower“ means US iMMIGRATION INVESTMENT CENTER LLC and includes all co-signers the Note and all their successors and assigns. Collateral. The word "Collateral" means all property and assets granted as collateral security for a Loan, whether re whether granted ditactly or indirectly, whether granted now or in the future, and whether granted in the form mortgage, coHateraJ mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage. collateral chattel n factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title Ietention contract, lease or con security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the Agreement. GAAP. The word "GAAP" means generally accepted accounting principlesl Grantor. including without limitation all Borrowers granting such a Security Interest. Guarantor. The word “Guarantor" means any guarantor. surety, or accommodation party of any or all of the Loan. Guaranty. The word “Guaranty" means the guaranty from Guarantor Io Lender, incfudlng without limitation a guara: Note. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, inc interest together with all other indebtedness and costs and expenses for which Borrower i3 responsibie under this A of the Related Documents. Lender. The word "Lender" means CATHAY BANK. a California Banklng Corp., ’rts successors and assigns. Loan. The word “Grantor” means each and all of the persons or entities granting a Secun‘ty Interest in any C The word "Loan" means any and all ioans and financia| accommodations from Lender to Borrower whe and carmakers signing al or personal property, of a security interest, wortgage, chattel trust, aignment intended as a default section of this ollateral for the Loan, 1ty of all or part of the luding all principal and greement or under any ther now or hereafter BUSINESS LOAN AGREEMENT (Continued) Page 6 existing, and however evidenced, including without limitation those loans and financia1 accommodations descrlbed any exhibit or schedule attached t0 this Agreement from time to time. Note. The word hereafter existing, and however evidenced, including without limitation those loans and financial accommodatic herein or described on ations whether now or ns described herein or "Note" means the notes or oledit agreements and any and a1! loans and financial accommod described on any exhib'rt or schedule attached to this Agreement, Guaranty or any Reiatad Documents from time to time. Permitted Liens. l2} paragraph of this liens for taxes, assessments. or similar charges either not yet due or being contested in good faith; mechanics, warehousemen, or carriers, or other er liens arising in the ordinary course of buslness and securing 0t yet datinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or ordinary course 0f business to secure indebtedness outstanding on the date of this Agreement or permitted to by Borrower to Lender; liens of materialmen, ligations which are not held by Borrower in the be incurred under the ate of this Agreement, The words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed {3) Agreement titled "Indebtedness and Liens"; (5) liens and security interests which, as of the d have been disclosed to and approved by the Lender in writing; and (6| those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets. Related Documents. agreements, guaranties, secmity agreements, mortgages; deeds of trust, security deeds. collateraf mortgages, an agreements and documents, whether now or hereafter existing, executed in connection with the Loan. Security Agreement. arrangemems, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, gov creating a Security Interest. Secutity Interest. ements. environmental j a3! other instruments, The words "Related Documents" mean all promissory notes, credit agreements. loan agre The words "Security Agreement" mean and include without limitation any agreements promises, covenants, erning, representing, or The wotds "Security Interest" mean, without limitation, any and all types of collateral security, present and fmure, whether in the form of a lien, charge, encumbrance, mortgage, dead of trust, security deed, assignment, pledge, crap pledge. chattel mortgage, collatera! chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever w contract, or otherwise. . lien or title retention hether created by law, BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND B(JRROWER AGREES T0 ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED MARCH 6. 201E. BORROWER: / 7’ r US IMMIGRATION INVESTMENT CENTER LLC J ( 7 “w. 7 “'/ /By- (2;; LENDER: CATHAY BANK, A CALIFORNIA BANKING CORP. By' VIdLEi PARVARANDEH, Managing Member of us IMMIGRATION INVESTMENT CENTER LLc /' V. x/4w ,. M&HNAZ KHAZEN, v Mamba MMIGRATIGN lNVESTME/Mr CENTER LLC of US Authorized Signer anpm. Von 14,5 ‘D‘DCM Copy. D+H USA Cu/poillen 1597. 20‘5r MPRIQMI Henna. > CA EACHVLPMCAO‘FC "(1290“ PR-Al Exhibit D COMMERCIAL GUARANTY References in the boxes above are for Lender's use only and do not limit the applicability of this documept to any partic Anv item above containing "H“ has been omitted due to text length limitations. ular loan or item. Borrower: US IMMIGRATION INVESTMENT CENTER LLC Lender: CATHAY BANK, a California Ba 560 S. WINCHESTER BLVD., SUITE #500 UNION CITY OFFICE SAN JOSE. CA 95128 1701 DECOTO ROAD UNION CITY. CA 94587 Guarantor: VIOLET PAHVARANDEH 27210 OHLONE LANE LOS ALTOS HILLS, CA 94022 nking Cotp. CONTINUING GUARANTEE 0F PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolm guarantees fuif and punctuaf payment and satisfaction of the Indebtedness of Borrower to Lender, and the performan Borrower's obligations under the Note and the Related Documents, This i5 a guaranty of payment and performance ar Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against a pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the In will make any payments to Lender or its order, on demand, in legal tender of the United States of America, 1n same-dayf deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Guarantor‘s liability ls unlimited and Guarantor's obligations are continuing. INDEBTEDNESS‘ The word "Indebtedness” as used in this Guaranty means all uf the principal amount outstanding from one or more times. accrued unpaid interest thereon and ell conection costs and regal expenses reiated thereto permitted t arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arlsing or a individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limit debts, overdraft indebtedness, credit card indebtedness. lease obligations, liabilities and obligations under any ir agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and and any present or future judgments against Borrower, future advances, loans 0r transactions that renew, extend, modify or substitute these debts, liabliities and obligations whether: voluntarily or involuntarily incurred: due or to become acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or arising from a guaranty or surety; secured or unsecured: joint or several or joint and several: evidenced by a negot instrument or writing: originated by Lender or another or others; barred or unenforceable against Borrower for any reasc transactions that may be voidable for any reason (such as infancy, insanity, ultra wires or otherwise); and origir extinguished and then afterwards Increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor. Lender's rig shall be cumulative. This Guaranty shall not {unless specifically provided below to the contrary) affect or invatidate any Guarantor's liability wJIi be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterménat CONTINUING GUARANTY. THIS IS A "CONTENUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARI PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS 0F BORROWER TO LENDER HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASS. ACCORDINGLY, ANY PAYME 1NDEBTEDNESS WILL NOT DISCHARGE 0R DIMINISH GUAHANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART 0F THE OUTSTANDING JNDEBTEDNE BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any accept notice t0 Guarantor or to Borrower, and wiH continue in full force until all the Indebtedness incurred or contracted befo any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor‘s other obligations undert been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only d0 so in writing. Guaran revocation must be mailed to Lender, by certified mail. at Lender's address listed above or such other place as Lender me Written revocation 0f this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantc For this purpose and without limitation, the term "new Indebtedness." does not include the Indebtedness which at (evocation is contingent, unliquidated, undetermined or not due and which later becomes absotute, liquidated, determ purpose and without limitation, "new Indebtedness." does not include all or part of the Indebtedness that is: incurrec revocation; incurred under a commitment that became binding before revocation; any renewais, extensions, substitutiom the Indebtedness. This Guaranty Shall bind Guarantor's estate as to the lndebtedness created both before and after incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or legal representative may terminate this Guaranty in the same manner En which Guarantor might have terminated it and Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability o Guaranty‘ A revocation Lender receives from any one or more Guarantors shall not affect the ”ability of any remaining Guaranty. Guarantor's obligations under this Guaranty shall be in addition to any of Guarantor's obligations, or any of guaranties of the Indebtedness or any other person heretofore or hereafter given to Lender unless such other guaranties a in writing; and this Guarantor shall not, unless provided in this Guaranty, affect, invalidate, or supersede any such anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty. and acknowledges and agrees that reductions In the amount of the Indebtedness, even to zero dollars ($0.00), shall not con: this Guaranty. This Guaranty ls blndlng upon Guarantor and Guarantor‘s heirs, successors and assigns so long as an remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). OBLIGATIONS OF MARRIED PERSONS. Any married person who signs this Guaranty hereby explessly agrees that racour may be had against both his or her separate property and community property. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, aither befme or after any revocation har damand and without lessening Guarantor'a liability under this Guaranty, from time to time: (A) prior to revocation as 3e one or more additional secured 0! unsecured loans to Borrower, to lease equipment or other goods to Borrower, o additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more time or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the ra Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold secu this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release a ely and unconditionally :6 and discharge of all d not of collection, so wone else obligated to iebtedness. mds, without set-off or Guarantor Under this Guaranty, time to time and at any y iaw, attorneys‘ fees, cquired, that Borrower atlon, loans, advances, terest rate protection liabilities of Borrower, refinance, consolidate due by their terms or secondary In nature or able or non-negotiable n whatsoever; for any ated then reduced or us under all guaranties such other guaranties. 3d guaranties. \NTEE THE FULL AND . NOW EXISTING OR NTS MADE ON THE 3UARANTY FOR ANY SS MAY BE A ZERO ance by Lender, or any e receipt by Lender of 115 Guaranty shall have tor's written notice of y designate in writing. r's written revocation. the time of notice of ined or due. For this by Borrower prior to 1, and modifications 0f Guarantor's death or administrator or other with the same effect. f Guarantor under this Guarantors under this them, under any other re modified 0r revoked other guaranty, It is Guarantor specifically :titute a termination of y of the Indebtedness se under this Guaranty 60f, without notice or t forth above, to make otherwise to extend s the time for payment te of interest on the ity for the payment of ny such security, with COMMERCIAL GUARANTY (Continued) Page 2 of Borrower‘s sureties, nd what application of sale thereof. including Lender in its discretion assign or transfer this or without the substitution of new collaterak (D) to release, substitute, agree not to sue, or deal with any one or more endorsers, 0r other guarantors on any terms 0r in any manner Lender may choose; (E) to determine how, when a payments and credits shall be made on the Indebtedness: {F1 to apply such security and direct the order or manner o without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as may determine; {G} to selll transfer, assign or grant participations in a” or any part of the Indebtedness; and (HJ to Guaranty in whole or in part. GUARANTOH'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) agwements 0f any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guarant executed at Borrower's request and not at the request of Lender; {CI Guarantor has ful! power, right and authority to e (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument and do not result in a violation of any law, reguiation, coun decree or order applicable to Guarantor; EE) Gualantor has n the prior written consent of Lender, sen, lease, assign, encumber, hypothscate, transfer, or otherwise dispose of al Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financia| and cr acceptable to Lender, and all such financial information which currently has been, and all future financial information w Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of information is provided; (G) no material adverse change has occurred in Guatantor's financial condition since the d financial statements provided to Lender and no event has occurred which may materiaiiy adversely affect Guarantor's no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (Ii Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower 0n a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor‘s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disc ose to Guarantor any information or documents acquired by Lender in the course of its relafionship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Additional Requirements. Annual Statements. As soon a5 available, but in no event later than ninety (90) days after the end of each cale balance sheet and income statement, for the year ended. prepared by Guarantor in form satisfactory to Lender. no (epresemations or y; (B) this Guaranty is nter into this Guaranty: binding upon Guarantor 0t and will not, without or substantially all of adit information in form wich will be provided to the dates the financial ate of the most recant inancial condition; (H) ndar year, G uarantor‘s sion thereof for the tax < returns (including ail Tax Returns. As soon as available, but in no event later than thirty [30) days after the applicable filing date or exten reporting period ended, or prior to October 31st of each year, Guarantor’s Federaf and other governmental ta schedules and K-1 , if applicable), prepared by a tax professional satisfactory to Lender. Ail financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender Io (A) protest, demand, or notice of any kind, including notice of change of any terms of repayment of the indebtedness, defa other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borro new or additional Indebtedness; (B) proceed against any person, including Borrower, before proceeding against Guaranto nake any presentment, ult by Borrower or any wer, or the creation of r; (C) proceed against any collateral for the indebtedness, including Borrower‘s collateral, before proceeding against Guarantor; (D) apply any received against the Indebtedness In any order; (E) give notice of the terms, time, and place of any sale of the co] Uniform Commercial Code or any other law governing such sale; (F) disclose any information about the Indebtedne cotlateral, or any other guarantor or surety, or about any action or nonfiction of Lender; or (G) pursue any remedy Lender's power whatsoever. Guarantor also waives any and alt rights or defenses arising by reason of (H) any disability or other defense of Borrower, surety or any other person; (t) the cessation from any cause whatsoever, other than payment in full, 0f the lndebtedne of proceeds of the Indebtedness bv Borrower for purposes other than the purposes understood and intended by Guaranto act of omission or commission by Lender which directfy or indirectiy results in or contributes to the discharge of Borrower or surety, or the Indebtedness, or the loss or release of any collateral by operation of law or otherwise; (L) any statu action under this Guaranty or on the Indebtedness; or (M) any modification or change in terms of the Indebtedness, without limitation, the renewal, extension. acceleration, or other change in the time payment 0f the Indebtedness is due interest rate, and including any such modification 0r Change in terms after revocation 01 this Guaranty on The lndsbtadnas revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and de become available to Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive. Guarantor waives all rights and any defenses arising out of an election of remedies by Lender even though that the erectio a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's right reimbursement against Borrower by operation of Section 580d of the California Code of Civif Procedure or otherwise. Guarantor waives all rights and defenses that Guarantor may have because Borrower's obligation l3 secured by real among other things: (N) Lender may collect from Guarantor without first foreclosing on any real or personal propert Borrower. [Oi If Lender forecloses on any real property collateral pledged by Borrower: H) the amount of Borrow reduced only by the price for which the collatera1 is sold at the foreclosure sale, even if the colfateral is worth more th Lender may collect from Guarantor even if Lender, by foreclosing on the rea! property collateral, has destroyed any right c collect from Borrower. This is an unconditional and Irrevocable waiver of any rights and defenses Guarantor may ha» obligation is secured by real property. These rights and defenses include, but are not limited to, any rights and defense 5803, 580b, 580d, or 726 of the Code of Civil Procedure. Guarantor understands and agrees that the foregoing waivers are unconditional and irrevocable waivets of substantive which Guarantor might otherwise be entitled under state and federal law. The rights and defenses walved include, w provided by California laws of suretyship and guaranty, antideficiency laws. and the Uniform Commercial Code. Guaran Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon by Lend understands and agrees that this Guaranty is a separate and independent contract between Guarantor and Lender, gi consideration, and is enforceable on its own terms, Until all of the Indebtedness is paid in full, Guarantor waives an remedy Guarantor may have against the Borrower or any other guarantor, surety. or other person, and further. Guarant participate in any collateral for the Indebtedness now or hereafter held by Lender. Guarantor's Understanding With Respect To Waivers. Guarantor warrants and agrees that each of the waivers set fort payments or proceeds ateraf pursuant to the ass, the Borrower, the or course of action in any other guarantor or as; (J) the application r and Lender: (K) any or any other guarantor te of limitations in any whatsoever, including and any change in the s incurred prior to such fenses that are or may n of remedies, such as 3 of subrogation and property. This means collateral pledged by ar's obligation may be an the sale price. (2) 3uaramor may have to e because Borrower's s based upon Section ights and defenses to thout limitation, those tor acknowledges that er. Guarantor further en for furl and ample r right to enforce anv 3r waives any right to h above is made with COMMERCIAL GUARANTY (Continued) J I Guarantor‘s full knowledge of its significance and consequences and that, under the circumstances. the waivers are teas to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy. such waive t0 the extent permitted by law or public policy. Subotdlnatlon of Borrower‘s Debts ta Guarantor. Guarantor agrees that the Indebtedness, whether now existing or her superior to any claim that Guarantor may now have m hereafter acquire against Borrower, whether or not Borrow Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoe Lender may now or hereafter have against Borrower. in the event of insolvency and consequent liquidation of the asset bankruptcy, by an assignment for the benefit of creditors. by voluntary liquidation, or otherwise, the assets of Burr payment of the claims of both Lender and Guarantor shail be paid to Lender and shall be first applied by Lender to the In does hereby assign 10 Lender al| claims which it may have or acquire against Borrower or against any assignse or tr Borrower; provided however, that such assignment shali be effective only for the purpose of assuring to Lender fun pay the indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or 0in Guarantor shall be marked with a legend that the same are subject to thts Guaranty and shall be delivered to Lender. Lender is hereby authorized, in the name of Guarantor] from time to time to file financing statements and continuat execute documents and to take such other actlons as Lender deems necessary or appropriate to perfect, preserve and c this Guaranty. n Miscellaneous Ptovisions. The following misceflaneous provisions are a part of this Guaranty: AMENDMENTS. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreem the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given ir the party or parties sought to be charged or bound by the alteratlon or amendment. ATTORNEYS' FEES; EXPENSES. Guarantor agrees to pay upon demand all of Lender‘s costs and expenses, including L and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay enforce this Guaranty, and Guamntor shall pay the costs and expenses of such enforcement. Costs and expenses incIL fees and legal expenses whether 0r not there is a lawsuit, including afiorneys' fees and legal expenses for bankruptcy efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment coilection se shall pay ali court costs and such additiona! fees as may be directed by the court. CAPTION HEADINGS. Caption headings in this Guaranty are for convenience purposes only and are not lo be used to provisions of this Guaranty, GOVERNING LAW. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preemp1 laws of the State of California without regald to its conflicts of law provisions. CHOICE OF VENUE. H there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdicfion of the cour State of California. INTEGRATION. Guarantor further agrees that Guarantor has read and fully undetstands the terms of this Guaranty; t opportunity to be advised by Guarantor's attorney with respect to this Guaranty: the Guaranty fuliy reflects Guarantor evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless damages, and costs (including Lender's attorneys‘ fees} suffered or incurred by Lender as a result of any breach by Guara representations and agreements of this paragraph. INTERPRETATION. In ail cases where there is more than one Borrower 0r Guarantor, then all words used in this Guarar be deemed to have been used in the plural where the context and construction so require; and where there is more than c this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and ”Guarantor" res and any one or more of them. The words "Guarantor," "Borrower," and "Lender" Include the heirs, successors, assig each of them, If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by Itself rest of this Guaranty will not be valid 0r enforced. Therefore, a court will enforce the rest of the provisions of this Guara 0f this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corp limited “ability companies, or similar entities, it i3 not necessary for Lender to inquire into the powers of Borrower c officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedne reiiance upon the professed exercise of such powers shall be guaranteed under this Guaranty. NOT!CES. Any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notic be effective when actually delivered, when actually received by telefacsimile (unless oiherwise required by law), w nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or r prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTYR‘ its address for notices under this Guaranty by giving formai written notice to the other parties, specifying that the purp change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's 0L otherwise provided 0r required by iaw, if there is more than one Guarantor. any notice given by Lender to any Guarantor given to all Guarantors. N0 WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such ri A waiver by Lender of a provision of this Guaranty shall not prejudice 0r constitute a waiver of Lender's right other compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of d and Guarantor, shall constitute a waiver of any of Lender‘s rights or of any of Guarantor's obligations as Io any future tn the consent of Lender I’s required under this Guaranty, the granting of such consent by Lender in any instance shall n01 consent to subsequent instances where such consent is required and in arl cases such consent may be granted or withhei of Lender. SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Guaranty on transfer of Guarantor's interest, binding upon and inure to the benefit of the patties, their successors and assigns. WAIVE JURY. To the extant permitted by applicable law. Lender and Guarantor haleby waive the right to any ju ptocaeding, or counterclaim brought by either Lander or Guarantor against the other. _(INITIALI ARBITRATION. Lender and Borrower and Guarantor agree that a|l disputes, ciaims and controversies be1 individual, joint, 0r cfass in nature, arising from the Nola, Guaranty, or any other loan document, including without limits diaputes, shall be arbitrated pursuant to the rules of the American Arbltration Association ("AAA") in accordance with its C Page 3 nable and not contrary shall be effective only eafter created, shall be er becomes insolvent. ver, to any claim that s of Borrower, through DWer applicable to the iebtedness, Guarantor ustee in bankruptcy of ment in legal tender of gations of Borrower to Guarantor agrees, and on statements and to nforce its rights under ant of the parties as to writing and signed by ander's attorneys' fees someone else Io help de Lender‘s attorneys‘ proceedings (including vices. Guarantor also inIerpret 0r define the ad by {ederal law, the ts of Alameda County, Suarantor has had the s intentions and parol from all losses, claims. ntor of the warranties, ty in the singuiar shali ne Borrower named in aestively shall mean all ns, and transferees 0f will not mean that the my even if a provision orations, partnerships, r Guarantor or of the ss made or created in es by Guarantor, shat! hen deposited with a egistered mail postage be in writing and shall Any party may change ass of the notice is to rrent address. Unless s deemed t0 be notice is given in writing and ght or any other right. wise to demand strict aaling between Lender msactions, Whenever constitute continuing 1 In the sole discretion his Guaranty shall be y trial En any action, ween them, whether tion contract and tort Zommercial Arbitration COMMERCIAL GUARANTY (Continued) Page 4 Rules and Supplemental Procedures for Financial Services Disputes, upon request of either party. No act to take or d'spose of any collateral securing the Note or Guaranty shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This Includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating t0 personal property, including taking 0r disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Aw disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any collateral securing the Note, Guaranty, or anv other loan document, inc1uding without limitation. any ctaim to rescind, reform, or otherwise modify any agreement reIatJng to the collateral securing the Note or Guaranty shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act 0f any party. Lender and Borrower and Guarantor agree that in the event of an action for judicial foreclosure pursuant to California Code of Civil Procedure Section 726, or any similar provlslon in any other State, the commencement of such an action will not constitute a waiver of the right to arbitrate and the court shall refer to arbitration as much of such action, including countelclaims, as lawfully may be referred to arbitration. Judgment upon any award rendered by any arbitrator may be entared in any coun having jurisdiction. The arbitrators shall not have power to make an award of $1.0 million or more against any party to an arbitration unless it is in the form of a statement of decision as described in California Code of Civil Procedure Section 632, and the parties specifically reserve the right, upon a petition to vacate, t0 have any such award reviewed and vacated upon the same grounds as would result in reversal on appeat from a judgment after trial by court. Nothing in the Note 0r Guaranty shall preclude any party from seeking equitable relief frorn a court 0f competent jurisdiction, The statute of limitations, estoppel, waiver, lashes, and similar doctrines which would otherwise be applicable in an ac ion brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of en action for these purposes. To the extent not provided by this agreement! including the Rules incorporated herein, arbitration hereunder shall be governed by California arbitration law. Arbitration shall be conducted in California, in English and, unless otherwise agreed to by the parties with respect to a particular dispute, shall b9 heard by a panel of three arbitrators. The arbitrators in any arbitration shall be experienced in the areas of law raised by the subject matter of the dispute4 Lists of prospective arbitrators shat! include retired judges. Notwithstanding the AAA rLles, (a) any party may strike from a list of prospective arbitrators any indEvidual who is regarded by that party a3 not appropriate for the aispute; and lb), if the arbitrator appointment cannot be made from the initial list of prospective arbitrators circulated by the AAA, a second and, if necessary, a third list shall be circulated and exhausted before the AAA Is empowered to make the appointment. The Federal Arbitration Act shall appIy t0 the construction, interpretation, and enforcement 0t This arbitration provision. Definitions. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Urlesa specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawfuI money of the United States of America. Words and terms used in the singular shall include the plural. and me plural shalI include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such ierms in the Uniform Commercial Code: BORROWER. The word "Borrower" means US IMMIGRATION INVESTMENT CENTER LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns, GAAP. The word "GAAP" means generally accepted accounting principles. GUARANTOH. The word "Guarantor" means everyone signing this Guaranty, including without limitation VIOLET PARVF RANDEH, and in each case, any signer's successors and assigns. GUARANTY. The word "Guaranty" means this guaranty from Guarantor to Lender. INDEBTEDNESS. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in th s Guaranty. LENDER. The word "Lender" means CATHAY BANK, a Caiifornia Banking Corp., its successors and assigns. NOTE. The word "Note" means the notes or credit agreements and any and all loans and financial accommodations whather now or hereafter exlsting, and however evidenced‘ including without limitation those loans and financial accommodations described here n or described on any exhibit or schedule attached to this Agreement, Guaranty or any Related Documents from time to time. RELATED DOCUMENTS. The words "Related Documents" mean aIi promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds. collaterat mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS 0F THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTCH'S EXECUTION AND DELIVERY 0F THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTiL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". N0 FORMAL ACCEPTANCE BV LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED MARCH 5. 2015. GUARANTOR: x "7 : ‘3; r [a VIOLET PAHVARANDEH LIIoer, Va H 5 1D 00‘ C09! D&H USA Oolpmmnn lfiflL KKI!‘ AH Riot“! Revved, ‘ CA E:\CFHLPUE!” EC TRJQOGA PR4) Exhibit E COMMERCIAL GUARANTY Anv item abova containing " ' ' ' " hes bean omitted duo to text length limitations. References m the boxes above Bro {or Lender‘s use only and do not Iimit the applicability of this document to any particular Foan or hem, Borrower: US IMMIGRATION INVESTMENT CENTER LLC Lender: CATHAY BANK, a California Banking Corpv 560 S. WINCHESTER BLVD., SUITE #500 UNION CITY OFFICE SAN JOSE. CA 95128 1701 DECOTO ROAD UNION CITY. CA 94587 Guarantor: PIROOZ PARVARANDEH 27210 OHLONE LANE L08 ALTOS HILLS, CA 94022 CONTINUING GUARANTEE 0F PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolu guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performan Borrower‘s obligations under the Note and the Related Documents. This is a guaranty of payment and performance a tely and unconditionally ce and discharge of all nd not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender‘s remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness, Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-ofl or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents Guarantor‘s [iabillty i5 unlimited and Guarantor'a obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from one or more times, accrued unpaid interest thereon and all coliection costs and legaI expanses related theteto permitted arising from any and all debts, liabilities and obligations of every nature 0r form. now existing OI hereafter arising or individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness“ includes, without limi debts. overdraft indebtedness, credit card indebtedness. lease obligations, liabilities and obligations under any i agreements or foreign currency exchange agreements or commodity price protection agreements, other oingations, an: and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or t0 become acceleration; absolute or contingent; liquidated or unliquidated; determined 0r undetermined; direct or indirect; primary or arising from a guaranty or surety; secured or unsecured; joint or several or Joint and several: evidenced by a negot Under this Guaranty, time to time and at any by law, attorneys‘ fees, acquired, that Borrower ration, loans, advances, uterest rate protection liabilities of Borrower, , refinance, consolidate due by their terms or secondary in nature or iabte or non-negotiable instrument or writing; originated by Lander 0r another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, uhra vires or otherwise); and orighatad then reduced or extinguished and than afterwards increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms 0f this Guaranty and any such other untermlnated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUAR QNTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEHEAFTER ARISING OR ACQUIRED. ON AN OPEN AND CONTINUING BASIS. INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS ACCORDINGLY. ANY PAYMENTS MADE ON THE GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME, DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any accep ance by Lender, or any notice to Guarantor 0r to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finaily paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in fun. If Guarantor eiects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by Certified mail, at Lender's address Sisted above 0r such other place as Lender m Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarant For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which at 3y designate in writing. ar's wrinen revocation the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, detemined or due. For this purpose and wiihout limitation, "new Indebtedness" does not include all or part of the Indebtedness that is: incurre i by Borrower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions. and modificafions of the Indebtedness. This Guaranty shall bind Guarantor's estate as Io the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice 0f Guarantor'a death. Subject to the foregoing‘ Guarantor's executor o administrator or mher legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination 0f any other guaranty of the indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. Guarantor‘s obligations under this Guaranty shall be in addition to any of Guarantor's obligations, or any of them, under any other guaranties of the Indebtedness or any other person heretofore or hereafter given to Lender unless such other guaranties ire modified or revoked in writing; and this Guarantor shall not, unless provided in this Guaranty, effect, invalidate, or supersede any such other guaranty. It ls anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions In the amount of the Indebtedness. even to zero dollars ($0.00), shall not constitute a tatminatlon of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor'a heirs. successors and assigns so long as my of the Indebtedness remains unpald and oven though the Indebtedness may from tlme to time ho zero dollars {$0.00}. OBLIGATIONS OF MARRIED PERSONS. Any married person who signs this Guaranty hereby uxpressfy agrees that recou may be had against both his or her separate property and community property. rsa under this Guaranty GUARANTOR'S AUTHORIZATION T0 LENDER. Guarantor authorizes Lender, either before or after any revocation he 90f, without notice o: demand and without lessening Guarantor's liability under this Guaranty. from time to time: (A) prior t0 revocation as set forth above, to make one or more additional secured 0r unsecured loans to Borrower, t0 lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower: {B} to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term: (C) to take and hold security for the payment of this Guaranty or the Indebtedness] and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with COMMERCIAL GUARANTY (Continued) Page 2 w \ \ \ \ \ \ \ \ M l or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more‘ of Borrower's sureties, endorsers, or other guarantors on any terms or In any manner Lender may choose; (E) to determine how, when nd what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner o sale thereof, including without limitation, any nonjudiciar sale permuted by the terms of the controlling security agreement or deed of trust] as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part 0f the Indebtedness; and {H1 t assign or transfer this Guaranty in whole or in part GUARANTOH'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guarant ; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to nter into this Guaranty; {D} the provisions of this Guaranty do not conflict with or result in a default under any agreement or other Instrument inding upon Guarantor and d0 not result in a violation of any law, regulation, couft decree or order applicable to Guarantor; (E) Guarantor has t and will not, without the prior written consent 0f Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of al or substantiany all of Guarantor‘s assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and cr dit information in form acceptable to Lender, and all such financial Information which currently has been, and all future financial information w ich win be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information i3 provided; (G) no material adverse change has occurred in Guarantor‘s financial condition since the d ta of the most recent financier statements provided to Lender and no event has occuned which may materially adverseiy affect Guarantor's lnancial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against uarantor is pending or threatened; (ll Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and {.JJ Gu rantor has established adequate means of obiaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately Informed from such means of any facts, events, or circumstances which might in any way affect Guar ntor's risks under this Guaranty. and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disc 033 to Guarantor any information or documents acquiied by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the foliowing: ‘Additional Requirements. Annual Statements. As soon as available, but in no event later than ninety {90) days after the end of each caleLfidar year, Guarantor‘s balance sheet and income statement, fol the year ended, prepared by Guarantor in form satisfactory to Lender. Tax Returns. As soon as available, but in n0 event later than thirty (30) days after the appficable filing date 0r exten ion thereof for the tax reporting period ended, or prior to October 31st of each year, Guarantor’s Federal and other governmental ta returns (Including all schedules and K-1 , if applicable), prepared by a tax professional satisfactory to Lender. AH financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP. applied 0n % consisient basis, and certified by Guarantor as being true and correct. GUARANTOR‘S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (A) aka any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, defa It by Borrower or anyother guarantor or surety, any action or nonactlon taken by Borrower, Lender, or any other guarantor or surety of Borro er, or the creation 0fnew or additlonal Indebtedness; [BI proceed against any person, including Borrower. before proceeding against Guaranto ; (C) proceed against any collateral for the Indebtedness, including Borrower‘s collateral, before proceeding against Guarantor; (D) apply any payments or proceeds received against the Indebtedness in any order; (E) give notice of the terms, time, and ptace of any sale of the colateral pursuant to the Uniform Commercia[ Code or any other law governing such sale; (F) disclose any information about the lndebtedn ss, the Borrower, the collateral, or any other guarantor or surety, or about any action or nonaction of Lander; or (G) pursue any remedy or course of action in Lender's power whatsoever. Guarantor also waives any and all rights or defenses arising by reason of (H) any disability or other defense of Borrower, any other guarantor or surety or any other person; ll) the cessation from any cause whatsoever, other than payment in fuif, of the lndebtedne s; {J} the application of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and intended by Guaranto and Lender; (K) any act of omission 0r commission by Lender which directly or indirectly results in or contribulea to the discharge of Borrower or any other guarantor 0r surety, or the Indebtedness, or the loss or release of any collateral by operation of law or otherwise; {L} any statu a of iimitations in any action under this Guaranty or on the Indebtedness: or (M) any modification or change in terms of the Indebtedness, whatsoever, Enciuding without limitation, the renewal, extension, acceleration, or other change in the time payment of the Indebtedness is due and any change in the interest rate, and including any such modification or change in terms after revocation 0f this Guaranty on the Indebtednes incurred prior to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and de enses that are or maybecome available t0 Guarantor by reason of California Civil Code Sections 2787 t0 2855, inclusive. J‘ of remedies, such as of subrogation and Guarantor waives all rights and any defenses arising out of an election of remedies by Lender even though that the electlo a non-judicial forecrosure with respect to security for a guaranteed obligation. has destroyed Guarantor‘s right reimbursement against Borrower by operation 0f Section 580d of the Catifornia Code of Civil Procedure or otherwise. Guatantor waives all rights and defenses that Guarantor may have because Borrower's obligation is secured by reai roperty. This means among other things: (N) Lender may collect from Guarantor without first foreclosing on any real or personal propert cotlateral pledged by Borrower. (O) If Lender forecioses on any real property collateral pledged by Borrower: (1) the amount of Borrow r‘s obiigation may be reduced only by the price for which the collateral is sold at the ioreclosure sale, even if the coltateral is worth more th n the sale price. (2) Lender may collect from Guarantor even if Lendan by foreclosing on the real property collateral. has destroyed any right uarantor may have to coliect from Borrowet. This is an unconditional and irrevocable waiver of any rights end defenses Guarantor may ha because Borrowar‘s obligation is secured by real property. These rights and defenses include, but are not limited t0, any rights and defens s based upon Section 5803, 580b, 580d, or 726 of the Coda of Civil Procedure. Guarantor understands and agrees that the foregoing waivers are unconditional and irrevocable waivers of substantive ights and defenses to which Guarantor might otherwise be entitled under state and federal law. The rights and defenses waived include. wi hout limitation, these provided by California laws 0f suretyship and guaranty, anti-deficiency laws, and the Uniform Commercial Code. Guaran or acknowledges that Guarantor has provided these waivers of rights and defenses with the intention that they be futly relied upon by Lend r. Guarantor further understands and agrees that this Guaranty is a separate and independent contract between Guarantor and Lender. gi en for full and ample consideration, and is enforceable on its own terms. Until all of the Indebtedness is paid in full, Guarantor waives an right to enforce any remedy Guarantor may have against the Borrower or any other guarantor, surety, 0r other person, and further, Guarant+r waives any right to participate in any collateral for the Indebtedness now or hereafter held by Lender. Guarantor's Understanding With Respect To Waivers. Guarantor warrants and agrees that each of the waivers set fortL above i3 made with \ \ \ \ COMMERCIAL GUARANTY (Continued) i \ \ \ 1 \ 1 } Page 3 \ ‘ to pubtic policy or taw. 1f any such waiver is determined to be contrary to any applicable law or public policy, such waiv r shall be effective only Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reafinnable and not contrary t0 the extent permitted by law 0r public policy. Subordination of Bonower's Debts to Guarantor. Guarantor agrees that the Indebtedness, whether now existing or he eafter created. shall be superior to any claim that Guarantor may now have ar hereafter acquire against Borrower, whether or not Borro er becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatso ver, t0 any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the asse s of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary tiquidation, or otherwise, the assets of Bor ower applicable to the payment of the ctaims of both Lender and Guarantor shall be paid m Lender and shall be first applied by Lender to the In ebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or t ustee in bankruptcy of Borrower; ptovided however, that such assignment shalt be effective only for the purpose of assuring to Lender full pa ment in legal tender of the Indebtedness. If Lender so requests, any notes 0r credit agreements now or hereafter evidencing any debts or obi gations of Borrower to Guarantor shalt be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements end continua ion statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and nforce its rights under this Guaranty. Miscananaous Provisions. The following miscellaneous provisions are a part of this Guaranty: ‘ AMENDMENTS. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreen‘ient of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shali be effective unless given i writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. ‘ ATTORNEYS‘ FEES; EXPENSES. Guarantor agrees to pav upon demand all of Lender's costs and expenses, including nder's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pa someone else to help enforce this Guaranty, and Guarantor shali pay the costs and expenses of such enforcement. Costs and expenses incl de Lender's attorneys‘ fees and legal expenses whether or not there is a lawsuit‘ including attorneys' fees and [agar expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction}, appeals, and any anticipated post-[udgment collection se vices. Guarantor also shall pay aH court costs and such additional fees as may be directed by the court. CAPTION HEADJNGS. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. GOVERNING LAW. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preamp 9d by fodelal law. tha laws of the State of California without regard to its conflicts of law provisions. ‘ CHOICE 0F VENUE. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the cou ts of Aramada County, State of California. INTEGRATION. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; uarantor has had the opportunity to be advised by Guarantor’s attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses] claims, damages, and costs [including Lender's attorneys‘ fees] sufiered or Incurred by Lender as a result of any breach by Guar ntor of the warranties, representations and agreements of this paragraph. ‘ INTERPRETATION. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guara ty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than ne Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower“ and "Guarantor" res actively shall mean all and any one or more 0f them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assi ns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid 0r should not be enforced, that fact by itsai will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court wilk enforce the rest of the provisions of this Guar my even if a provision of this Guaranty may be found to be invaiid 0r unenforceabie. If any one or more of Borrower or Guarantor are cor orations, partnerships, limited liability companies, or simiiar entities, it is not necessary for Lender to inquire into the powers of Borrower r Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedn ss made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. vi NOTICES. Any notice required to be given under this Guaranty shall be given in writing, and, except for revocation noti es by Guarantor, shall be effective when actually delivered, when actually received by telafacsimila (unless otherwise required by law), hen deposited with a nationafiv recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or egistered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall b9 in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION 0F GUARANTY." ny party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the pur use of the notice is to change the party‘s address. Fur notice purposes, Guarantor agrees to keep Lender informed at all times 0f Guarantor's c rrent address. Unless otherwise provided or required by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor s deemed t0 be notice given to all Guarantors. NO WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lander in exercising any right shafi operate as a waiver of such rght or any other right A waiver by Lender 0f a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right other ise t0 demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course 0f d aling between Lender and Guarantor, shall constitute a waiver of any of Lender‘s rights or of any of Guarantor's obligations as to any future 1r nsactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any Instance shall no constitute continuing consent to subsequent {nstances where such consent is required and in all cases such consent may be granted or withhel in the sole discretion of Lender‘ SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Guaranty on transfer of Guarantor's interest, his Guaranty shall be binding upon and inure to the benefit of the parties, their successors and assigns. WAIVE JURY. To the extent permitted by applicable law, Lander and Guarantor hereby waive the right to any ju y trial In any action. proceeding, or counterclaim brought by either Lender or Guarantor against the other. _(INITIAL) ARBITRATION. Lender and Borrower and Guarantor agree that all disputes, claims and controversies be ween them, whether individual, joint. or class in nature, arising from the Note, Guaranty, or any other loan document, inciuding without limit tion contract and tort disputes, shall be arbitrated pursuant t0 the rules of the American Arbitration Association ("AAA") in accordance with its ommercial Arbitration COMMERCIAL GUARANTV (Continued) Page 4 s of any coilatersl agreamant. This deed of trust 01 nctuding taking or sputes, claims‘ or ecuring the Note, eament (alating to I or the power IO Rules and Suppiamentsl Procedures for Financial Services Disputes. upoq mquesi of elxher parw. No act to lclske or dispos securing Ihe Note 0r Guaranty shall constitute a waiver 01 this arbitlatson agreement or ho'prohlblted by thts arbkratson includes. without limitatlon, obtaining Injunctive relief or a temporaw restraining order; invoking a power 0t sale under an mortgage; obtaining a writ of anaohmsnt or imposition o! a receiver; or sxufcising any (ighwi ralating to personal property, b [imposing of such property with or without judicial process pursuant x0 Article 9 of tho Unjfurm Commercfai Code, Any d; controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Foilaxeral s Guaranty, or anv other loan document, including withou: limitation, any craim 1o rascind, reform, or mherwlse modify any 59! me coilateral securing the Note or Guawmy shah alao be arbitrated. provided however that no arbitrator shail have ‘he rlgh enloln or restrain any am 0f any party. Lander and Borrower and Guarantor agree that in the avfint of an action for Judicial f0 10 Caiifomfa Coda of Clvll Procedure Section 726. or any similar provision }n any other State, the commencemant of such constitute a waiver of the right to arbmete and me court shall refs; 10 arbitration as much of such action, including counyzr may be referted to arbitration Judgment upon any award rondemd by any arbirrmor may be entemd 1n any court hawng albitrators shail not have power t0 make an award of $1.0 million or more against any party to an arbitration unless i: Is statement of decision as dasmihed In Caliiornia Code o! Civil Procedure Section 632, and me parties specificeity ressrve petition to vacate, to have any such award r0viewed and vacated upon the same grounds as would resutt in reversal on appea after trial by court. Nothing in the Notn or Guaranty shall preclude any puny from seeking equitabte reiiaf from a court 0f com Th6 statute o( Hmitations, esroppel, waiver, Inches, and similar dootrlnes which would otherwise ba applicable ln an emion k shall be applicable in any arbitration proceeding, and the commencemem of an arbitration proceeding shall be deemed the con‘ action for these purposes. To the extent r101 provided by this agreement, including the Rules incorporated herein, arbitration hereunder shall be gove arbitration law. Arbitration shalf be conducted in CaJifornia, in English and, unless oLherwlse agreed Io by the parties with res; dispute, aha” be heard by a panel oi three arbitrators. The arbitrators in any arbitration shall be experienced m ms areas of subjem matte! of {ha dispute‘ Lists of prospective arbitrators shah include retired Judges. Notwithsmnding the AAA rules, strike 1mm a fist of pmspactlve arbnrators any Individual who is regarded by that party as nor appropriate [or the dispu arbitrate! appointment cannor be made from the initial list of prospective arbitrators circulated by {he AAA, a second and, i1 list shall ba nircu!alad and axhauated before {he AAA is empowered to make the appointment, The Federai Arbitration Act shall appiy to the construction, interpwtatlon, and enforcemom of this arbitration provision. Definitions. The foilowing capitalized words and terms shall have the following meanings when used in this Guaranty. Unless to the contrary, all references To dollar amounts shaii mean amounts In lawful money of the United Stems of America. Words the singular shail include the plural, and the plural shail include the singular, as The context may require. Words and terms no! In this Guaramy shall have the meanings attributad to such terms in the Uniform Commemal Code: BORROWER. Th5: wow “Borrower" means US IMMIGRATION INVESTMENT CENTER LLC and Includes 3|! cOvsigners and co-n Note and all thaw successors and assigns. GAAP. The word "GAAP" means generalw accepted accounting prlndples. GUARANTOR. The word "Guarantor" means everyone signing this Guarnmy, including wlthout limitation PIHOOZ PARVARA case, any aignm's successors and assigns. GUARANTY. The word "Guaranty“ means this guaranty from Guarantor La Lendar. INDEBTEDRESS. Ths word “Indebtedness” means Borrower's indebtedness to Lender us more particularly described in this GL LENDER; The word ”Lender“ means CATHAY BANK, a CuliIomiu Banking Corp., Ks successors and assigns, NOTE. The word “Note“ means ths moms or medlt agreements and any and all loans and financial accommodations whether existing, and however evidunced. Inciuding without limitation those loans and financial acoummodaliona described herein or exhibit or schedule attached to mis Agreement, Guaranty or any Raletad Documems from time to time, RELATED DOCUMENTS. The words *Related Documems“ mean ali promissory nolesl cred}: agreemems, loan agreemcn agreemams, guaranties, security agreements, mortgagesl deeds of trust, security deeds, oonazam! mongages‘ and all o agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. EACH UNDERSIGNED GUARRNTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND TERMS. IN ADDITIBN, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOH'S DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTWUE UNTIL TERMINATED IN THE MAI‘ IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER l5 NECESSARY T0 MAKE EFFECTIVE. THIS GUARANTY IS DATED MARCH E, 201E. ,fl/W/ ’fifiooz PARVARANOEH GUARANTOR: X eclosura pursuant an action will not laima, es lawfuliy jurisdiction. The in the torm of a the right, upon a 1 from a judgment Dezent jurisdiction. rought by a party menoement 01 an med by CaMornia em m a particular 48w raised by the (a) any party may e; and (b), if the necessary, a third specifically stated and terms used in otherwise defined wakers signing {ha DEH, and in each aramy. now or hareaiter described on any 1s, enuironmenta! ther instrumenm, AGREES TO [TS EXECUTION AND lNER SET FORTH THIS GUARANTY uwhm Vs H l ”HM 45m h-flvn Cnvwmuw. xaw.an ummmud «A n:nun’vuovln Tn-zo:5-( zuvu Exhibit F HIIWIINIIIWIIWIIIHWHI' HI! |||||||HW||HNll|llll|FH|H|||| *00003000062379-1 00095502042020* PROMISSORY NOTE 6 7 -2o o. 0.3: 5+2" 0000' 7,0 References in the boxes above are for Lender's use only and do not limit the apphcablllty of this document to any particular loan or Item. Any item above containing "***" has been omitted due to text length limitations. Borrower: VIMA HARRISON 1 LLC Lender: CATHAY BANK, a California Banking Corporation 3550 STEVENS CREEK BOULEVARD, SUITE #220 NORTHERN CALIFORNIA LENDING DIVISION SAN JOSE, CA 95117 1701 DECOTO ROAD UNION CITY, CA 94587 Principal Amount: $10,046,795.32 Date of Note: February 4, 2020 PROMISE TO PAY. VIMA HARRISON 1 LLC ("Borrower") promises to pay to CATHAY BANK, a California Banking Corporation ("Lender"), or order, in lawful money of the United States of America, the principal amount of Ten Million Forty-six Thousand Seven Hundred Ninety-five & 32/1 00 Dollars ($1 0,046,795.32), together with interest on the unpaid principal balance from December 15, 2019, until paid in full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule, which calculates interest on the unpaid principal balances as described in-the "INTEREST CALCULATION METHOD" paragraph using the interest rates described in this paragraph: 6 monthly consecutive interest payments, beginning January 15, 2020, with interest calculated on the unpaid principal balances using an interest rate based on the Index described below, plus a margin of 0.500 percentage points, adjusted if necessary for the minimum and maximum rate limitations for this loan; 56 monthly consecutive principal and interest payments, beginning July 15, 2020, with interest calculated on the unpaid principal balances using an interest rate based on the Index described below, plus a margin of 0.500 percentage points, adjusted if necessary for the minimum and maximum rate limitations for this loan; and one principal and interest payment on March 15, 2025, with interest calculated on the unpaid principal balances using an interest rate based on the Index described below, plus a margin of 0.500 percentage points, adjusted if necessary for the minimum and maximum rate limitations for this loan. The final payment will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. AMORTIZATION PERIOD. Borrower acknowledges and agrees that the regularly scheduled monthly payments will be calculated based upon an amortization period of two-hundred‘forty-three (243) months. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the PRIME RATE AS PUBLISHED IN THE WALL STREET JOURNAL (the "lndex"). The Index is not necessarily the lowest rate charged by Lender on its loans. If Lender determines, in its sole discretion, that the Index for this Note has become unavailable or unreliable, either temporarily, indefinitely, or permanently, during the term of this Note, Lender may amend this Note by designating a substantially similar substitute index. Lender may also amend and adjust any margin corresponding to the Index being substituted to accompany the substitute index. Margins corresponding to the Index are described in the ”Payments" section. The change to the margin may be a positive or negative value, or zero. In making these amendments, Lender may take into consideration any then-prevailing market convention for selecting a substitute index and margin for the specific Index that is unavailable or unreliable. Such an amendment to the terms 0f this Note will become effective and bind Borrower 3 business days after Lender gives written notice to Borrower without any action or consent of the Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each DAY. Borrower understands that Lender may make loans based on other rates as well. The interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate or rates set forth herein in the "Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the due date ofthe last payment in the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be less than 0.000% per annum or more than the maximum rate allowed by applicable law. Whenever increases occur In the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower‘s payments at the same amount and increase Borrower's final payment. INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. This calculation method results in a higher effective interest rate than the numeric interest rates stated in this Note. (Initial Here gMAfl/ ) PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $100.00. Other than Borrower's obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing. relieve Borrower of Borrower‘s obligation to continue to make payments under the payment schedule. Rather. early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Cathay Bank. Loan Servicing Department, RS-15, 9650 Flair Drive, El Monte, CA 91731. LATE CHARGE. If a payment is 10 days or more late! Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment. INTEREST AFTER DEFAULT. Upon default. at Lender‘s option, and if permitted by applicable law, Lender may add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the rate provided in this Note (including any increased rate). Upon default. the interest rate on this Note shall, if permitted under applicable law, immediately increase by adding an additional 5.000 percentage point margin (“Default Rate Margin") The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity. or after this Note would have matured had there been no default, the Default Rate Margin will continue to PROMISSORY NOTE (Continued) Page 2 apply to the final interest rate described in this Note. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, seIf-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness ofthe claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. CHANGE OF CONTROL. Any change of control in Borrower shall constitute an Event of Default. “Change of Control“ means: (a) the sale of all or substantially all of the consolidated assets of Borrower to any third party; (b) a sale or transfer resulting in no less than a majority ofthe Units of Borrower being held by a third party purchaser; or (c) a merger, consolidation, recapitalization or reorganization of Borrower with or into a third party purchaser that results in the inability of the members to designate or elect a majority of the managers (or the board of directors (or its equivalent) of the resulting entity or its parent company). “Unit” means a unit representing a fractional part of the membership interests of the members and shall include all types and classes of units, including the preferred units, the common units and the incentive units. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender‘s attorneys‘ fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys‘ fees, expenses for bankruptcy proceedings (including efforts to modify 0r vacate any automatic stay or injunction), and appeals. Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNlNG LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of California. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Alameda County, State of California. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower‘s accounts with Lender (whether checking, savings, or some other account) This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender‘s option, t0 administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by real property located at 2332 Harrison Street. Oakland. CA 94612 as further described in the Deed of Trust dated March 5, 201 5. That agreement contains the following due on sale provision: Lender may, at Lender's option, declare immediately due and payable all sums secured by the Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real-Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years, lease-option contract, or by sale. assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Trustor is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interests, as the case may be, of such Trustor. However, this option shall not be exercised by Lender if such exercise is prohibited by applicable law. ARBITRATION. Borrower and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Note or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any collateral securing this Note shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, lncludlng taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies PROMISSORY NOTE (Continued) Page 3 concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any collateral securing this Note, including any claim to rescind, reform, or otherwise modify any agreement relating to the collateral securing this Note, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Borrower and Lender agree that in the event of an action for judicial foreclosure pursuant to California Code of Civil Procedure Section 726, or any similar provision in any other state, the commencement of such an action will not constitute a waiver of the right to arbitrate and the court shall refer to arbitration as much of such action, including counterclaims, as lawfully may be referred to arbitration. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Note shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, Iaches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. COUNTERPARTS. This document (i) may be signed in counterparts, each of which shall be an original and all of which taken together shall constitute the same instrument, and (ii) shall be effective when executed by all parties thereto. PRIOR NOTE. This Note amends. restates and supersedes that certain Promissory Note dated March 5, 2015, made by Borrower in favor of Lender, in the original principal amount of $11,228,000.00, together with and any and all renewals of, extensions of. modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement (the "Prior Note”); provided, however, (i) the execution and delivery by the undersigned of this Note shall not, in any manner or circumstances, be deemed to be a payment of, a novation of or to have terminated, extinguished or discharged any of the undersigned's indebtedness evidenced by the Prior Note, all of which indebtedness shall continue under and shall hereinafter be evidenced and governed by this Note, and (ii) all collateral and guaranties securing or supporting the Prior Note shall continue to secure and support this Note unless otherwise agreed upon by Borrower and Lender in writing under a separate agreement. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns, GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law. waive any applicable statute of limitations, presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor. accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS 0F THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: VIMA HARRISON 1 LLC jBy; %/4¢//M{MW MAH 7KHA , rlMember of VIMA HA ISON 1 LL LaserPru. Ver 19.4.1D,035 Capr Fmaslva USA Corporau’on (997.2020. AllRighs Reserved. >CA C:\CFMLFUDZDFC TR-doma PRM Exhibit G |IIIHIIIIHIIHIIIWIIIHIHIIII llN IN||H|1|||l|>l||lli1lll|l|m|||l| *00003000062379-1 00007002042020* BUSINESS LOAN AGREEMENT References in the boxes above are for Lender's use only and do not limit the applicablhty of thls document to any particular loan or itgfn Any item above containing "***" has been omitted due to text length limitations. Borrower: VIMA HARRISON 1 LLC Lender: CATHAY BANK, a California Banking Corporation 3550 STEVENS CREEK BOULEVARD, SUITE #220 NORTHERN CALIFORNIA LENDING DIVISION SAN JOSE, CA 95117 1701 DECOTO ROAD UNION CITY, CA 94587 THIS BUSINESS LOAN AGREEMENT dated February 4, 2020, is made and executed between VIMA HARRISON 1 LLC ("Borrower") and CATHAY BANK, a California Banking Corporation ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. TERM. This Agreement shall be effective as of February 4, 2020, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement. CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender‘s Security Interests; (4) evidence of insurance as required below; (5) guaranties; (6) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender's counsel. Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender property certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require. Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: Organization. Borrower Is a limited liability company which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of California. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign limited liability company in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 3550 STEVENS CREEK BOULEVARD, SUITE #220 , SAN JOSE, CA 95117‘ Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower‘s state of organization or any change in Borrower's name. Borrower shall do all things necessary t0 preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances. statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower's business activities. Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower; Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None. Authorization. Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with. result in a violation of, or constitute a default under (1) any provision of (a) Borrower's articles of organization or membership agreements. or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental reguiation, court decree, or order applicable to Borrower or to Borrower's properties. Financial Information. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender‘ Borrower has no material contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid. and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower‘s financial statements or in writing to Lender BUSINESS LOAN AGREEMENT (Continued) Page 2 and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower‘s properties are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under any other name for at least the Iast five (5) years. Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened reiease of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any 0f the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without Iimitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender‘s acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending 0r threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment 0f any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender‘s Security Interests and rights in and to such Collateral. Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof! as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will: Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times. Financial Statements. Furnish Lender with the following: Tax Returns. As soon as available, but in no event later than ninety (90) days after the applicable filing date for the tax reporting period ended, Borrower‘s Federal and other governmental tax returns, prepared by a tax professional satisfactory to Lender. Additional Requirements. Operating Statement. As soon as available, but in no event later than ninety (90) days after the end of each fiscal year, Borrower's operating statement for the subject collateral property for the year ended, prepared by Borrower, in form and substance satisfactory to Lenden Rent Roll. As soon as available, but in no event later than ninety (90) days after the end of each fiscal year, Borrower's rent roll for the subject collateral property for the year ended, prepared by Borrower, in form and substance satisfactory to Lender. All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. Additional Information. Furnish such additional information and statements, as Lender may request from time to time. ‘Financial Covenants and Ratios. Comply with the following covenants and ratios: Minimum Income and Cash flow Requirements. Other Cash Flow requirements are as follows: Real Estate Debt Service Coverage Ratio. Maintain a Debt Service Coverage Ratio of at least 1.300 to 1.000 as of the end of each fiscal year for as long as the Loan is outstanding. "Debt Service Coverage Ratio" is defined as the annual net operating income generated by the subject Collateral property divided by the Loan's annual principal and interest payments. In the event that the Debt Service Coverage Ratio falls below the level listed above, within thirty (30) days of Lender‘s demand, Borrower shall pay down the outstanding principal balance of the Loan in an amount sufficient to restore compliance with the Debt Service Coverage Ratio for the applicable period‘ Except as provided above, all computations made to determine compliance with the requirements contained in this paragraph shall be made in accordance with generally accepted accounting principles, applied on a consistent basis, and certified by Borrower as being true and correct. Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to BUSINESS LOAN AGREEMENT (Continued) Page 3 Borrower's propertles and operations, In form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, wlll deliver to Lender from time to time the policies or certlficates of Insurance in form satlsfactory to Lender, Including stipulatlons that coverages will not be cancelled or diminished wlthout at least thirty (30) days prior written notlce to Lender. Each Insurance policy also shall Include an endorsement providlng that coverage ln favor of Lender w||| not be Impalred In any way by any act, omisslon or default of Borrower or any other person. In connection wlth all pollcles coverlng assets in whlch Lender holds or Is offered a security Interest for the Loans, Borrower will provide Lender wlth such lender's loss payable or other endorsements as Lender may requlre. Insurance Reports. Furnish to Lender, upon request of Lender, reports on each exlsting insurance pollcy showing such information as Lender may reasonably request, Includlng without limitation the following: (1) the name of the insurer; (2) the risks Insured; (3) the amount of the policy; (4) the properties Insured; (5) the then current property values on the basis of whlch insurance has been obtained, and the manner of determinlng those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an Independent appralser satlsfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appralsal shall be paid by Borrower. Guaranties. Prior to disbursement of any Loan proceeds, furnish executed guarantles of the Loans in favor of Lender, executed by the guarantors named below, on Lender's forms, and In the amounts and under the conditions set forth In those guaranties. NamfigLGJmanm Amman: VIOLET PARVARANDEH Unlimited PIRooz PARVARANDEH Unlimited Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender Immediately in writing of any default in connection with any other such agreements. Loan Proceeds. Use all Loan proceeds solely for Borrower's buslness operations, unless specifically consented to the contrary by Lender in writing. ' Taxes, Charges and Llens. Pay and discharge when due all of its indebtedness and obligations, Includlng wlthout limitation all assessments, taxes, governmental charges, Ievles and llens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prlor to the date on whlch penalties would attach, and all lawful clalms that, If unpaid, might become a Hen or charge upon any of Borrower's properties, Income, or profits. Provided however, Borrower will not be requlred to pay and dlscharge any such assessment, tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by approprlate proceedlngs, and (2) Borrower shall have established on Borrower's books adequate reserves wlth respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP. Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in thls Agreement, In the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immedlately in writing of any default in connection with any agreement. ‘ Operations. Malntain executive and management personnel wlth substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner. Environmental Studles. Promptly conduct and complete, at Borrower's expense, all such investigations, studies, sampllngs and testings as may be requested by Lender or any governmental authority relatlve to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state. or local law, rule, regulatlon, order or directive, at or affecting any property or any facility owned, leased or used by Borrower. Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter In effect, of all governmental authorlties applicable to the conduct of Borrower's properties, buslnesses and operations, and to the use or occupancy of the Collateral, including wlthout limitation, the Americans With Disabilities Act. Borrower may contest In good faith any such law, ordlnance, or regulation and withhold compliance during any proceeding, Includlng approprlate appeals, so long as Borrower has notified Lender in writlng prlor to doing so and so long as, In Lender's sole opinion, Lender‘s Interests In the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satlsfactory to Lender, to protect Lender's interest. Inspection. Permit employees or agents of Lender at any reasonable tlme to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examlne or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. lf Borrower now or at any tlme hereafter malntalns any records (including without llmltation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with coples of any records it may request, all at Borrower's expense. Environmental Compliance and Reports. Borrower shall comply In all respects with any and all Environmental Laws; not cause or permit to exlst, as a result of an intentional or unlntentional action or omlsslon on Borrower's part or on the part of any third party, on property owned and/or occupled by Borrower, any environmental activity where damage may result to the envlronment, unless such environmental actlvlty is pursuant to and In compllance with the conditlons of a permlt Issued by the appropriate federal, state or local governmental authorities; shall furnlsh to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, Ilen, cltation, dlrective, letter or other communication from any governmental agency or instrumentality concerning any intentional or unlntentional action or omlsslon on Borrower's part In connectlon wlth any environmental activlty whether or not there ls damage to the envlronment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust. security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evldence and secure the Loans and to perfect all Security Interests. Notlce of Litigatlon. Promptly inform Lender In writing of any proceedings (whether or not purportedly on behalf of Borrower) agalnst Borrower Involving an amount In excess of $25,000.00 and which are not fully covered by insurance. RECOVERY OF ADDITIONAL COSTS. If the imposltlon of or any change in any law, rule, regulation, guideline, or generally accepted accounting principle, or the Interpretation or application of any thereof by any court, administrative or governmental authority, or standard-settlng organlzation (including any request or pollcy not having the force of law) shall Impose, modlfy or make appllcable any taxes (except federal, state or local income or franchise taxes Imposed on Lender), reserve requlrements, capltal adequacy requirements or other obligations which would (A) Increase the cost to Lender for extending or maintaining the credit facilitles to whlch thls Agreement relates, (B) reduce the amounts payable to Lender under thls Agreement or the Related Documents, or (C) reduce the rate of return on Lender's capltal as a consequence of Lender's obllgatlons with respect to the credit facilitles to whlch this Agreement relates, then Borrower agrees to pay Lender BUSINESS LOAN AGREEMENT (Continued) Page 4 such additional amounts as will compensate Lender therefor, within five (5) days after Lender's written demand for such payment, which demand shall be accompanied by an explanation of such imposition or charge and a calculation in reasonable detail of the additional amounts payable by Borrower, which explanation and calculations shall be conclusive in the absence of manifest error. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. NEGATlVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender: Additional Financial Restrictions. Other Indebtedness. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, guaranties, leasing, loans or advances, whether secured or unsecured, matured or un-matured, liquidated or un-liquidated, direct or contingent, joint or several, except (a) the liabilities of Borrower to Lender, and (b) any other liabilities of Borrower existing as of, and disclosed to Lender prior to, the date hereof. Loans, Acquisitions and Guaranties. Except as expressly stated hereafter, (1) loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business. Use Of Funds. Use any of the proceeds of any Credit extended hereunder except for the purposes stated in the Agreement and Related Documents. Dividends, Distributions. Declare or pay any dividends or other distributions with respect to, purchase, redeem, or otherwise acquire for value any of its outstanding stock, partnership interests or membership interests or return any capital 0f its shareholders, partners, members or managers. Notwithstanding the foregoing, provided that an Event of Default does not exist or after giving effect to the dividend or distribution will exist, Borrower may make a dividend or distribution (1) so long as no Event of Default has occurred, Borrower may declare and pay dividends and distributions to its shareholders in any fiscal year, either in cash, stock or other property, and in addition, (2) in a total amount not to exceed the amount either ofthe federal and state income taxes due and owing by the shareholders of Borrower, if it is an S corporation as defined In the Code, the partners or the members for the most recently ended fiscal year or for estimated federal and state income taxes for the current fiscal year due and owing by the shareholders, partners or members of Borrower. Merger, Consolidation, Transfer of Assets. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of al! or a substantial or material portion of Borrower's assets except in the ordinary course of its business. No Pledge Of All Borrower's Assets Or Acceleration of Debt. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower’s assets now owned or hereafter acquired or accelerate payment on any existing debt, except any of the foregoing in favor of Lender or which is existing as of, and disclosed to Lender in writing prior to, the date of this Agreement. Agreements. Enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower's obligations under this Agreement or in connection herewith. CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower 0r any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankruptf (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor‘s guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower‘s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender‘s charge and setoff rights provided in this paragraph. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default In Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower‘s or any Grantor‘s property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made). any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, BUSINESS LOAN AGREEMENT (Continued) Page 5 the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any coliateral securing the Loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as'to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired. Insecurity. Lender in good faith believes itself insecure. Change of Control. Any change of control in Borrower. “Change of Control" means: (a) the sale of all or substantially all of the consoIidated assets of Borrower to any third party; (b) a sale or transfer resulting in no less than a majority ofthe Units 0f Borrower being held by a third party purchaser; or (c) a merger, consolidation, recapitalization or reorganization of Borrower with or into a third_party purchaser that results in the inability of the members to designate or elect a majority of the managers (or the board of directors (or its equivalent) of the resulting entity or its parent company). “Unit” means a unit representing a fractional part of the membership interests of the members and shall include all types and classes of units, including the preferred units, the common units and the incentive units. EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice 0f any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have an the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender‘s rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender‘s right to declare a default and to exercise its rights and remedies. COUNTERPARTS. This document (i) may be signed in counterparts, each of which shall be an original and all of which taken together shall constitute the same Instrument, and (ii) shall be effective when executed by all parties thereto. BANK SECRECY ACT. Borrower shall not, and shall not permit any of its subsidiaries, if applicable, to: (a) be or become a Sanctioned Person or be or become subject at any time to any Sanctions or any foreign asset control, anti-terrorism, money laundering or other similar law, regulation or list of any governmental authority of the United States (including, without limitation, the OFAC list) that prohibits or limits Lender from making any advance or extension of credit to any Obligor or from otherwise conducting business with any Obligor; (b) fail to provide documentation and other evidence of the identity of the Obligors as may be requested by Lender at any time to enable Lender to verify the identity of the Obligors or to comply with any applicable law, including, without limitation, Section 326 of the Patriot Act at 31 U.S.C. Section 5318; or (c) use any part of the proceeds from the Loan, directly or indirectly, (i) in connection with any investment in, or any transactions or dealings with, any Sanctioned Country or Sanctioned Person, (ii) for any purpose that would cause Lender to be in violation of any Sanctions, or (iii) otherwise in violations of Sanctions. For the purpose of this provision: “Obligor” shall mean Borrower, each Guarantor and any other person that is or becomes primarily or secondarily liable on this Agreement, the Note or any of the other Related Documents. “OFAC” shall mean the Office of Foreign Assets Control of the United States Department of the Treasury. “Sanctioned Country" shall mean a country or territory that is subject to Sanctions. “Sanctioned Person” shall mean (a) a Person that is, or is owned or controlled by, Persons that are (i) the subject/target of any Sanctions or (ii) located, organized or resident in a Sanctioned Country, or (b) a Person named on the list of ”Specially Designated Nationals and Blocked Persons” or other similar sanctions party list maintained by OFAC and available at httQ://www.treasury.gov/resource-center/sanctions/ SDN-List/Pages/default.aspx, or as otherwise published from time to time. “Sanctions” shall mean any trade, economic or financial sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the EU, Her Majesty’s Treasury or other relevant sanctions authority. WAIVER 0F CONFIDENTIALITY OF BUSINESS ADDRESS. Borrower hereby waives any and all rights to keep the business address of Borrower confidential from Lender whether on file with the Department of Motor Vehicles or equivalent governmental agency. Borrower hereby authorizes Lender, its agents, successors, and/or assigns, to obtain the business address from any agency whenever Lender deems it has a legitimate need for this information. MISCELLANEOUS PROVISIONS. The foHowing miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Arbitration. Borrower and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class In nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Borrower and Lender agree that In the event of an action for judicial foreclosure pursuant to Ca|ifornia Code of Civil Procedure Section 726, or any similar provision in any other state, the commencement of such an action will not constitute a waiver of the right to arbitrate and the court shall refer to arbitration as much of such action, includlng counterclaims, as lawfully may be referred to arbitration. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of BUSINESS LOAN AGREEMENT (Continued) Page 6 competentjurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicabie in a‘ny arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys‘ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Consent to Loan Participation. Borrower agrees and consents to Lender‘s sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of California. Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender‘s request to submit to the jurisdiction of the courts of Alameda County, State of California. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor‘s obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party‘s address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower‘s successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender. Survival of Representations and Warranties. Borrower understands and agrees that in making the Loan, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the making of the Loan and delivery to Lender of the Related Documents, shall be continuing in nature, and shall remain in full force and effect until such time as Borrower‘s Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. Time is of the Essence. Time is of the essence in the performance of this Agreement. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in [awful 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. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower‘s behalf on a line BUSINESS LOAN AGREEMENT (Continued) Page 7 of credit or multiple advance basis under the terms and conditions of this Agreement. Agreement. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time. Borrower. The word "Borrower" means VIMA HARRISON 1 LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns. Collateral. The word "Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C‘ Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code, Section 251 00, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement. GAAP. The word "GAAP" means generally accepted accounting principles. Grantor. The word "Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. Guarantor. The word "Guarantor" means any guarantor, surety. or accommodation party of any or all of the Loan. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender. including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated. stored. disposed of, generated, manufactured, transported or otherwise handled, The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any ofthe Related Documents Lender. The word "Lender" means CATHAY BANK, a California Banking Corporation, its successors and assigns. Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing. and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. Note. The word "Note" means the Note dated February 4, 2020 and executed by VIMA HARRISON 1 LLC in the principal amount of $10,046,795.32, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of. and substitutions for the note or credit agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents. whether now or hereafter existing, executed in connection with the Loan. Security Agreement. The words "Security Agreement" mean and include without limitation any agreements. promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest, Security Interest. The words "Security Interest" mean. without limitation, any and all types of collateral security. present and future. whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract. lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED FEBRUARY 4, 2020. BORROWER: VIMA HARRI ON 1 LLC Q&W @WJVL) MA NAZ KH N Ma ag r ember of VIMA H RISON1 BUSINESS LOAN AGREEMENT (Continued) Page 8 LENDER: CATHAY BANK, A CALIFORNIA BANKING CORPORATION By: @MbZ/Z ff???M Authorized Signer V LaselFm, Vet. 19.4.10035 Bflpr. Flnaslla USA Corpurafinn 1997. 2020. All Right Reserved. 4 CA C:\CFI\LFL\CAO.FC TR4°O13 PR-M Exhibit H PAYMENT DEFERRAL AGREEMENT SUMMARY This Payment Deferral Agreement Summary (this “ ummary”) is made in connection with the Payment Deferral Agreement attached hereto (the “Agreement”), among Borrower, Guarantor(s), if any, and Lender (each as defined below) and once signed, it shall be deemed part of the Agreement. Thirs Summary sets forth the applicable terms and conditions relating t0 [he Agreement. Loan N0. 3000062379- l 00 Borrower VIMA HARRISON l LLC (“Borrower”) Guarantor(s) VIOLET PARVARANDEH and PIROOZ PARVARANDEH (“Guarantorgsl”, and together with Borrower, the “Borrower Parties”) Lender Cathay Bank, a California banking corporation (“Lender”) Effective Date May 20, 2020 (the “Effective Date”) Note That certain Promissory Note dated February 4, 2020 executed by Borrower and payable to Lender in the original principal amount 0f $10,046,79532 (the “Note”). Security Instrument That certain Deed 0f Trust dated March 5, 2015 executed by Borrower in favor of Lender and recorded in the Alameda County records on March 27, 2015 as Instrument No. 2015081508 (the “Security Instrument”) The Security Instrument secures certain real property commonly known as 2332 Harrison Street, Oakland, CA 94612 (the “Property”). 0f Amounts Due Guaranty The Commercial Guaranty(ies) dated February 4, 2020, executed by Guarant0r(s) in favor 0f Lender (collectively, [he “Guaranty”). Acknowledgement Borrower Parties acknowledge that the outstanding unpaid balance 0f the Loan as 0f May 20, 2020 is $10,046,795.32, and Borrower’s standard monthly payment 0f principal and interest due and [ax and insurance escrows (if applicable) under the Original Loan Documents as of May 20, 2020 is interest only (“Current Monthly Payment”). Deferral Period Three (3) months (the “Deferral Period”), commencing with the payment due 0n May 15, 2020 (the “Deferral Date”). 37188542 l 023000-0001 203l 12745 v4 Deferral Notwithstanding the terms of the Original Loan Documents, Lender hereby agrees that during the Deferral Period, Borrower shall not be required t0 make its Current Monthly Payment due under the Loan. The portion ofeach Current Monthly Payment constituting the accrued but unpaid interest due during the applicable month 0f [he Deferral Period (the “Deferred Interest”) shall be added to the principal balance of the Loan each month and shall [hereafter accrue interest based 0n the ' then-applicable interest rates and calculation methods set forth in the Original Loan Documents. Payment Restart Date August 15, 2020 (“Payment Restart Date”) Adjusted Payment Schedule Notwithstanding the existing repayment terms of the Loan, commencing 0n the Payment Restart Date, and on each payment date thereafter through the Maturity Date as the same may be extended pursuant t0 this Agreement, Borrower shall continue t0 make monthly payments as stated in the Original Loan Documents with interest calculated 0n the principal balance of the Loan (as the same may be adjusted pursuant to this Agreement) using the then applicable interest rate as specified in the Note. The monthly payments shall be made under the terms and conditions as stated in the Payment paragraph and at the interest rate as stated in the Original Loan Documents, which may result in a larger payment due on the Maturity Date. If Borrower’s monthly payment includes escrow payments for insurance and/or taxes, then any shortfall in such escrows shall be paid t0 Lender, with such'payments amortized over the lesser of (i) thirty-six (36) months or (ii) the remaining term of the Loan. Within 90 days after the end of the Deferral Period, Lender will prepare an analysis accounting for [he deferred escrow payments setting forth the schedule for amortization of the same in accordance with this paragraph. Additional Conditions t0 NONE Deferral Agreement Additional Amendments to the NONE Loan Documents State Specific Provisions: California: l. Each Guarantor hereby also reaffirms each and all of the waivers in its Guaranty, including, without limitation, waivers of rights or defenses based 0n California Code 0f Civil Procedure Sections 580a, 580b, 580d, and 726. 2. In addition to the release set forth in Section 12 of the Agreement, each 0f the Borrower and any Guarantor 37|8854.2 l 023000-OOOI 2031 12745 v4 -2- expressly waives any rights or benefits under Section 1542 0f the California Civil Code, which provides as follows: “ A general release does not extend t0 claims that the creditor or releasing party does not know 0r suspect t0 exist in his or her favor at the time of executing the release and that, if known by him 0r her, would have materially affected his or her settlement with the debtor 0r released party.” . JUDICIAL REFERENCE IN THE EVENT OF JURY TRIAL WAIVER UNENFORCEABILITY. IN THE EVENT THAT THE JURY TRIAL WAIVER CONTAINED IN SECTION l3 OF THIS AGREEMENT SHALL BE DEEMED OR HELD TO BE UNENFORCEABLE, EACH PARTY HERETO HEREBY EXPRESSLY AGREES TO SUBMIT TO JUDICIAL REFERENCE IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE §§ 638, ET SEQ, ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER FOR WHICH A JURY TRIAL WOULD OTHERWISE BE APPLICABLE OR AVAILABLE. PURSUANT TO SUCH JUDICIAL REFERENCE, THE PARTIES AGREE TO THE APPOINTMENT OF A SINGLE REFEREE AND SHALL USE THEIR BEST EFFORTS TO AGREE ON THE SELECTION OF A REFEREE. IF THE PARTIES ARE UNABLE TO AGREE ON A SINGLE REFEREE, A REFEREE SHALL BE APPOINTED BY THE COURT TO HEAR ANY DISPUTES HEREUNDER IN LIEU OF ANY SUCH JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE APPOINTED REFEREE SHALL HAVE THE POWER TO DECIDE ALL ISSUES IN THE APPLICABLE ACTION OR PROCEEDING, WHETHER OF FACT OR LAW, AND SHALL REPORT A STATEMENT OF DECISION THEREON. THE PARTIES HERETO HEREBY AGREE THAT THE PROVISIONS CONTAINED HEREIN HAVE BEEN FAIRLY NEGOTIATED ON AN ARM'S-LENGTH BASIS, WITH BOTH SIDES AGREEING TO THE SAME KNOWINGLY AND BEING AFFORDED THE OPPORTUNITY TO HAVE THEIR RESPECTIVE LEGAL COUNSEL CONSENT TO THE MATTERS CONTAINED HEREIN. ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL 37|8854.2 | 023000-000l 2031 12745 v4 -3- COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY AND THE AGREEMENTS CONTAINED HEREIN REGARDING THE APPLICATION OF JUDICIAL REFERENCE IN THE EVENT OF THE INVALIDITY OF SUCH JURY TRIAL WAIVER. BO WER A D GUARANTOR INITIALS: 37 l 8854.2 | O23000-000l 2031 12745 v4 COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY AND THE AGREEMENTS CONTAINED HEREIN REGARDING THE APPLICATION OF JUDICIAL REFERENCE IN THE EVENT OF THE INVALIDITY OF SUCH JURY TRIAL WAIVER. BORROWER AND GUARANTOR INITIALS: 7/ /\/\‘ 37188542 | 023000-0001 2031 12745 V4 fl THIS PAYMENT DEFERRAL AGREEMENT (“Agreement”) is entered into as of the 20th day of May, 2020 by and among VIMA HARRISON 1 LLC (“Borrower”), VIOLET PARVARANDEH and PIROOZ PARVARANDEH (“Guarantor”), and Cathay Bank, a California banking corporation (“Lender”). PAYMENT DEFERRAL AGREEMENT WITNESSETH WHEREAS, Lender made a certain loan t0 Borrower in the original principal amount of $10,046,795.32 (the “L0an”) evidenced by [he Note; and WHEREAS, the Note is secured by [he Security Instrument; WHEREAS, Guarantor(s) executed a Guaranty in favor of Lender (if applicable); WHEREAS, the Note, the Security Instrument, [he Guaranty (if any) and any and all other documents evidencing, securing or otherwise related to the Loan, as the same may be amended, restated, supplemented, 0r otherwise modified from time [0 time, are herein referred t0 as [he “Original Loan Documents”; and WHEREAS, the parties hereto wish to modify the terms of the Original Loan Documents to allow deferral of certain payments pursuant to the terms and conditions of this Agreement. NOW THEREFORE, for and in consideration of the premises, ten dollars ($10) in hand paid and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending t0 be mutually bound, do hereby agree as follows: 1. Recitals and Summary. The foregoing recitals and [he Summary are confirmed by the Lender, the Borrower and any Guarantor as true and correct and are incorporated herein by reference. The recitals and the Summary are a substantive, contractual part 0f [his Agreement. Capitalized terms used herein shall have the meanings ascribed in the Summary, or otherwise in the Original Loan Documents. 2. Deferral 0f Payments. During the Deferral Period, Borrower shall be entitled t0 deferral of its regular monthly payments as specified in the “Deferral” Section 0f the Summary. 3. Payment Restart. Commencing on the Payment Restart Date, Borrower shall resume regular monthly payments in accordance with the “Adjusted Payment Schedule” section of the Summary. 4. Taxes and Insurance. Borrower acknowledges that it remains responsible for the payment of taxes and insurance in accordance with the Original Loan Documents. Accordingly, if insurance coverage lapses 01' does not meet the requirements set forth in your Original Loan Documents, Lender shall retain the right to purchase hazard insurance pursuant to the Original Loan Documents. Borrower acknowledges that any such insurance premiums and tax payments (less amounts held in escrow by Lender, if any), along with any fees or charges relating to Lender- 37|88S4.2 | 023000-000l - 5 - 2031 12745 v4 placed insurance, shall be repaid by Borrower in equal amounts over the applicable time period set forth in the “Adjusted Payment Schedule” section of the Summary. 5. Conditions Precedent. The effectiveness 0f this Agreement is subject, at Lender’s election, to the satisfaction of the following conditions precedent: a. Payment of Expenses. Lender shall have received payment from Borrower for all costs incurred by Lender in connection with this Agreement, including, without limitation, attorneys’ fees, recording fees, and any costs associated with title endorsements or other related matters. b. Title Endorsement. If required by Lender, Lender shall have obtained endorsements t0 the policy 0f title insurance satisfactory to Lender. c. N0 Default. There shall be no Event of Default 0r circumstances that would result in an Event of Default under the Loan Documents, other than defaults with respect t0 matters subject [o deferral pursuant to this Agreement. d. Receipt of Documents. Lender shall have received executed copies 0f this Agreement and such other documents as required by Lender in connection with this Agreement. e. Unpaid Taxes and Insurance. Borrower shall have paid all delinquent or defaulted property taxes and provided evidence of insurance coverage in compliance with the requirements 0f the Original Loan Documents. f. Miscellaneous. Lender shall have received any and all other documents requested by Lender as a condition to the effectiveness 0f this Agreement, including, without limitation, financial statements, rent rolls, and appraisals of any collateral securing the Loan, authorizing resolutions, and the organizational documents of the Borrower Parties. g. Additional Conditions. Such additional conditions precedent as set forth in the Summary. 6. Representations and Warranties 0f Borrower. Borrower hereby represents and warrants that all of the representations and warranties of Borrower made in the Original Loan Documents remain true and correct as 0f the date 0f this Agreement. In addition, Borrower represents and warrants that any and all financial statements and other information of Borrower provided t0 Lender prior to and in connection with this Agreement are accurate and complete in all material respects, and fairly represent the financial condition of Borrower and his liabilities. Each of the Borrower Parties has independently and without reliance upon Lender, and based on such information as Borrower, or any Guarantors have deemed appropriate, made their own analysis and decision to enter into and consummate the transactions contemplated by [he Original Loan Documents and this Agreement. The Borrower and any Guarantor acknowledge that Lender has not given any such parties any investment advice, credit information 0r opinion on whether the renegotiation or consummation 0f the Original Loan Documents is prudent and that the Borrower Parties have been advised to seek the advice of independent counsel. 37188542 | 023000-000l - 6 - 2031 [2745 v4 7. Except as specifically modified by this Agreement, the Original Loan Documents shall remain unchanged and in full force and effect, and Borrower hereby reaffirms all of its obligations thereunder. Nothing herein contained is intended to, nor shall it be deemed or construed to create a novation 0f the indebtedness (“Indebtedness”) evidenced and secured by the Note (as modified hereby), and the other Original Loan Documents. Bon‘ower hereby reaffirms the Indebtedness and its obligations under the Note and other Original Loan Documents. This Agreement is a revision only, and not a novation, and nothing herein contained shall in any way impair any 0f the Original Loan Documents or alter, waive, annual, vary 0r affect any term, provision, condition, covenant, right, power 0r remedy contained therein, it being the intent 0f Borrower, Guarantors and Lender that the terms, provisions, conditions, covenants, rights, powers and remedies contained in the Original Loan Documents shall continue in full force and effect except as expressly modified by the terms 0f this Agreement. Borrower represents and warrants that it has n0 defenses to or right of set-off against its obligations to Lender under the Original Loan Documents. 8. This Agreement is binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, legal representatives, successors and assigns. 9. This Agreement and the other Original Loan Documents constitute the sole and entire agreement between Borrower and Lender with respect to the subject matter hereof and superseda all prior agreements, representations, covenants, promises, understandings or undertakings (whether written or oral) with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing sought by the party against whom enforcement of such change, waiver, discharge or termination is sought. 10. Each Guarantor, by execution 0f this Agreement, hereby reaffirms its obligations under its Guaranty and acknowledges and agrees [hat its obligations under its Guaranty extend to and include the Indebtedness evidenced by the Original Loan Documents (as modified hereby). Each Guarantor hereby agrees that nothing contained in this Agreement shall constitute or be deemed t0 be a release of 0r limitation on such Guarantor’s obligations under its Guaranty. Each Guarantor represents and warrants that they have no defenses to or right of set-off against its obligations t0 Lender under its Guaranty. 11. RELEASE. Each 0f the Borrower and any Guarantor hereby warrants and represents t0 Lender that the Loan is not subject t0, and hereby waive, any credits, charges, claims, 0r rights of offset 0r deduction 0f any kind or character whatsoever (the obligations of Borrower and each Guarantor being absolute and unconditional). In order to induce Lender to enter this Agreement and as a material part of the consideration therefor, each of the Borrower and any Guarantor, 0n behalf 0f itself and its officers, directors, shareholders, partners, members, predecessors, successors, assigns, servicers, attorneys contractors and agents, as applicable (collectively, “Releasors”), hereby irrevocably and unconditionally release and forever discharge Lender (and the trustee 0f any mortgage, deed of trust, and/or deed t0 secure debt) and each 0f their beneficiaries, trustees, owners, predecessors, successors, assigns, agents, officers, employees, servicers, representatives, attorneys, and affiliates, and all persons acting by, through, under, or in concert with any 0f the aforesaid persons or entities (collectively, “Released Parties”), or any 0f them, from and against any 37188542 | 023000-000l - 7 - 2031 12745 v4 and all causes 0f action, suits, debts, liens, obligations, liabilities, claims, demands, damages, judgments, losses, orders, penalties, costs and expenses, including, without limitation, attorneys’ fees, 0f any kind 0r nature whatsoever, whether under law, in equity 0r by statute, known 0r unknown, suspected 0r unsuspected, fixed or contingent, liquidated 0r unliquidated, which any of the Releasors now have, own, hold, 0r claim t0 have, own, 0r hold, or at any time heretofore have had, owned, held 0r claimed t0 have had, owned, 0r held against any 0f the Released Parties arising from, based upon, or related t0, whether directly 0r indirectly (collectively, “Claims”): (i) the Loan; (ii) the Original Loan Documents; (iii) any real and personal property collateral for the Loan; (iv) this Agreement; (v) any and all other agreements, documents 0r instruments referenced herein or in the Original Loan Documents 0r related hereto 0r thereto; (vi) any defenses as t0 the enforcement 0f the Original Loan Documents; (vii) any act, omission, negligence 0r breach 0f duty; 0r (viii) any theory 0f lender liability. Releasors acknowledge that there is a risk that after the execution of this Agreement, Releasors may discover, incur, 0r suffer from Claims which were unknown 0r unanticipated, including, without limitation, unknown 0r unanticipated Claims which, if known by Releasors, may have materially affected Releasors’ decision to execute this Agreement. Releasors represent and warrant t0 the Released Parties that Releasors have not assigned 0r transferred or purported t0 assign or transfer any Claim 0r Claims or any portion thereof 0r any interest therein, and agree t0 indemnify, defend (with counsel selected by the Released Parties), and hold the Released Parties harmless from and against any Claim 0r Claims based 0n, 0r arising out 0f, whether directly 0r indirectly, any such assignment 0r transfer, 0r purported assignment 0r transfer. If this Agreement is terminated for any reason, this Section 1 l shall survive. 12. THE BORROWER AND ANY GUARANTORS ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY TERM OR PROVISION CONTAINED IN THIS AGREEMENT, ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THE BORROWER, ANY GUARANTOR AND HOLDER HEREBY JOINTLY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN OR HAVING JURISDICTION OVER ALAMEDA COUNTY, STATE OF CALIFORNIA, SHALL HAVE NON-EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN HOLDER AND THE BORROWER OR ANY GUARANTOR PERTAINING TO THIS AGREEMENT, THE ORIGINAL LOAN DOCUMENTS, OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ORIGINAL LOAN DOCUMENTS; PROVIDED THAT, NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTIONS TO ENFORCE THIS AGREEMENT, THE ORIGINAL LOAN DOCUMENTS, OR ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF HOLDER. EACH OF THE BORROWER AND ANY GUARANTOR EXPRESSLY WAIVES ANY OBJECTION WHICH IT MAY HAVE IN CONNECTION WITH ANY LEGAL ACTION BASED UPON IMPROPER VENUE OR 37188542 | 023000-000! - 8 - 2031 12745 v4 FORUM NON CONVENIENS. EACH OF THE BORROWER AND ANY GUARANTOR HEREBY WAIVES PERSONAL SERVICE OFANY SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH SUIT AND EXPRESSLY AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY OVERNIGHT COURIER OR BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THEM AT THE ADDRESS SET FORTH ABOVE FOR BORROWER AND GUARANTORS, AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE PARTY'S ACTUAL RECEIPT THEREOF, OR DELIVERY AT THE ADDRESS REFERENCED ABOVE IN THIS AGREEMENT BY PREPAID OVERNIGHT COURIER (E.G., FEDERAL EXPRESS, UPS-AIR, DHL, ETC), WHETHER ACCEPTED OR NOT. l3. TO THE EXTENT PERMITTED BY LAW, EACH OF THE LENDER, BORROWER AND ANY GUARANTORS HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT, ANY GUARANTY 0R THE ORIGINAL LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE BORROWER AND ANY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. HOLDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER AND ANY GUARANTOR. 14. Counterparts. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (l) agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party to be charged. Any scanned PDF counterparts or facsimile countelparts shall be considered originals. 15. Limitation 0n Liability. No present or future advisor, trustee, director, officer, employee, shareholder or agent of Lender shall have any personal liability, directly or indirectly, under or in connection with this Agreement 0r any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments t0 any of the foregoing made at any time or times, heretofore 0r hereafter, and each Borrower Party and its successors and assigns hereby waive any and all such personal liability 16. Headings. The headings of paragraphs in this Agreement are for convenience 0f reference only and shall not in any way affect the interpretation 0r construction 0f this Agreement. l7. Attorney’s Fees. Without limitation of anything set forth in the Original Loan Documents, in any legal action relating to [his Agreement, the Lender and any of [he Released Parties shall be entitled to receive from the Borrower all costs and expenses of such action (including reasonable out of pocket attorneys’ fees and disbursements). 37l8854.2 l O23000-000l - 9 - 2031 12745 v4 18. Further Cooperation. Borrower and any Guarantor hereby agree to cooperate with Lender and t0 execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including [he filing and recording of financing statements, fixture filings, Mortgages and other documents and recordings 0f liens) that the Lender reasonably request to satisfy the terms and conditions of this Agreement. [SIGNATURE PAGE FOLLOWS] 37188542 I 023000-00m - 10 - 2031 12745 v4 Denise Tu Portfolio Manager 05/22/20 IN WITNESS WHEREOF, the undersigned have each executed this Agreement on the date below its signature, to be effective as of the date first set forth above. BORROWER: VIMA HARRISON l LLC By: MAHNAZ KHAZEN, Manager/Member Date: GUARANTOR: igflam/ VIOLET PARVARANDEH 5/2 z/z o 20 By: Date: By: / / ’/// PIROOZIKARVARANDEH Date: 5/21/2010 CATHAY BANK, a California banking corporation 37183542 I 023000-0001 - ll - 203| 12745 v4 IN WITNESS WHEREOF, the undersigned have each executed this Agreement 0n the date below its signature, t0 be effective as 0f the date first set forth above. BORROWER: VIMA HARRISON 1 LLC By: WW MAfi/NAZ KHAZEN, Manager/Member Date: Magi 22 2020 GUARANTOR: By: VIOLET PARVARANDEH Date: By: PIROOZ PARVARANDEH Date: CATHAY BANK, a California banking corporation By: Name: Title: Date: 37188542 I 023000-0001 - 11 - 203112745 v4 ANIENDMENT TO PAYMENT DEFERRAL AGREEMENT SUMNIARY This Amendment t0 Payment Deferral Agreement Summary (this “Summagy”) is made in connection with the Amendment to Payment Deferral Agreement attached hereto (the “Agreement”), among Borrower, Guarant01'(s), if any, and Lender (each as defined below) and once signed, it shall be deemed part 0f the Agreement. This Summary sets forth the applicable terms and conditions relating to the Agreement. Loan N0. 30000623 79-1 00 Borrower VIMA HARRISON 1 LLC (“Borrower”) Guarantor(s) VIOLET PARVARANDEH and PIROOZ PARVARANDEH Guarantorgsl”, and together with Borrower, the “Borrower Parties”) Lender Cathay Bank, a California banking corporation (“Lender”) Effective Date August 27, 2020 (the “Effective Date”) Note That certain Promissmy Note dated February 4, 2020 executed by Borrower and payable to Lender in the original principal amount of $10,046,795.32 and as amended by that certain Payment Deferral Agreement dated May 20, 2020 (the “Note”). Security Instrument That certain Deed of Trust dated March 5, 2015 executed by Borrower in favor 0fLender and recorded in the Alameda County records on March 27, 2015 as Instrument No. 2015081508 (the “Securifl Instrument”). The Security Instrument secures, inter alia, certain real property commonly known as 2332 Harrison Street, Oakland, CA 94612 (collectively with all improvements thereon, the “Property”). Guaranty The Commercial Guaranty(ies) dated February 4, 2020, executed by Guarantor(s) in favor ofLender (collectively, the “Guaran‘;v_”). Modified Deferral Period Three (3) months (the “Deferral Period”), commencing with the payment due on August 15, 2020 (the “Deferral Date”). Modified Payment Restart Date November 15, 2020 (“Payment Restart Date”) Modified Deferral Terms The current “Deferral” terms 0f the Payment Deferral Agreement shall expire as of the start 0f the Modified Deferral 37188542 | 023000-0001 203112745 v4 08.18.2020 -1- W Period (i.e. as 0f the modified “Deferral Date”) and shall be replaced with the following payment obligations: Borrower shall, in lieu 0f its Current Monthly Payment due under the Loan, make monthly loan payments in the amount equal t0 all accrued but unpaid interest due under the Loan, Which payments shall commence on the Deferral Date and shall continue on each payment date thereafter during the Modified Deferral Period. Further payments shall be adjusted as of the Payment Restart Date as set forth in the Payment Deferral Agreement. Payment Deferral Agreement That certain Payment Deferral Agreement dated May 20, 2020, between Borrower and Lender (the “Payment Deferral Agreement”). State Specific Provisions: California: 1. Each Guarantor hereby also reaffirms each and all 0fthe waivers in its Guaranty, including, Without limitation, waivers of rights or defenses based 0n California Code of Civil Procedure Sections 580a, 580b, 580d, and 726. 2. In addition to the release set forth in Section 12 of the Agreement, each of the Borrower and any Guarantor expressly waives any rights or benefits under Section 1542 of the California Civil Code, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” 3. JUDICIAL REFERENCE IN THE EVENT OF JURY TRIAL WAIVER UNENFORCEABILITY. IN THE EVENT THAT THE JURY TRIAL WAIVER CONTAINED IN SECTION 13 OF THIS AGREEMENT SHALL BE DEEMED OR HELD TO BE UNENFORCEABLE, EACH PARTY HERETO HEREBY EXPRESSLY AGREES TO SUBMIT TO JUDICIAL REFERENCE IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE §§ 638, ET SEQ., ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER 37188542 | 023000-0001 203112745 v4 08.18.2020 -2- FOR WHICH A JURY TRIAL WOULD OTHERWISE BE APPLICABLE OR AVAILABLE. PURSUANT TO SUCH JUDICIAL REFERENCE, THE PARTIES AGREE TO THE APPOINTMENT OF A SINGLE REFEREE AND SHALL USE THEIR BEST EFFORTS TO AGREE ON THE SELECTION OF A REFEREE. IF THE PARTIES ARE UNABLE TO AGREE ON A SINGLE REFEREE, A REFEREE SHALL BE APPOINTED BY THE COURT TO HEAR ANY DISPUTES HEREUNDER IN LIEU OF ANY SUCH JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE APPOINTED REFEREE SHALL HAVE THE POWER TO DECIDE ALL ISSUES IN THE APPLICABLE ACTION OR PROCEEDING, WHETHER OF FACT OR LAW, AND SHALL REPORT A STATEMENT OF DECISION THEREON. THE PARTIES HERETO HEREBY AGREE THAT THE PROVISIONS CONTAINED HEREIN HAVE BEEN FAIRLY NEGOTIATED ON AN ARM'S-LENGTH BASIS, WITH BOTH SIDES AGREEING TO THE SAME KNOWINGLY AND BEING AFFORDED THE OPPORTUNITY TO HAVE THEIR RESPECTIVE LEGAL COUNSEL CONSENT TO THE MATTERS CONTAINED HEREIN. ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY AND THE AGREEMENTS CONTAINED HEREIN REGARDING THE APPLICATION OF JUDICIAL REFERENCE IN THE EVENT OF THE INVALIDITY OF SUCH JURY TRIAL WAIVER. . / V/BORROWER INITIAL' GUARANTOR INITIALS: 37188542 | 023000-0001 203112745 v4 08.18.2020 FOR WHICH A JURY TRIAL WOULD OTHERWISE BE APPLICABLE OR AVAILABLE. PURSUANT TO SUCH JUDICIAL REFERENCE, THE PARTIES AGREE TO THE APPOINTMENT OF A SINGLE REFEREE AND SHALL USE THEIR BEST EFFORTS TO AGREE ON THE SELECTION OF A REFEREE. IF THE PARTIES ARE UNABLE TO AGREE ON A SINGLE REFEREE, A REFEREE SHALL BE APPOINTED BY THE COURT TO HEAR ANY DISPUTES HEREUNDER IN LIEU OF ANY SUCH JURY TRLAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE APPOINTED REFEREE SHALL HAVE THE POWER TO DECIDE ALL ISSUES IN THE APPLICABLE ACTION OR PROCEEDING, WHETHER OF FACT OR LAW, AND SHALL REPORT A STATEMENT OF DECISION THEREON. THE PARTIES HERETO HEREBY AGREE THAT THE PROVISIONS CONTAINED HEREIN HAVE BEEN FAIRLY NEGOTIATED ON AN ARM'S-LENGTH BASIS, WITH BOTH SIDES AGREEING TO THE SAME KNOWINGLY AND BEING AFFORDED THE OPPORTUNITY TO HAVE THEIR RESPECTIVE LEGAL COUNSEL CONSENT TO THE MATTERS CONTAINED HEREIN. ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY AND THE AGREEMENTS CONTAINED HEREIN REGARDING THE APPLICATION OF JUDICIAL REFERENCE [N THE EVENT OF THE INVALIDITY OF SUCH JURY TRIAL WAIVER. BORROWER INITIAL: GUARANTOR INITIALS.7//// 37188542 l 023000-0001 203112745 v4 08.18.2020 AMENDMENT TO PAYMENT DEFERRAL AGREEMENT THIS AMENDMENT TO PAYMENT DEFERRAL AGREEMENT (“Agreement”) is entered into as 0f August 27, 2020 by and among VIMA HARRISON 1 LLC (“Borrower”), VIOLET PARVARANDEH and PIROOZ PARVARANDEI-I (“Guarantor”), and Cathay Bank, a California banking corporation (“Lender”). WITNESSETH WHEREAS, Lender made a certain loan t0 Borrower in the original principal amount of $10,046,795.32 (the “L0an”) evidenced by the Note; and WHEREAS, the Note is secured by the Security Instrument; WHEREAS, Guarantor(s) executed a Guaranty in favor 0f Lender (if applicable); WHEREAS, the Note, the Security Instrument, the Guaranty (if any) and any and all other documents evidencing, securing 0r otherwise related to the Loan, as the same may be amended, restated, supplemented, or otherwise modified from time to time, are herein referred to as the “Original Loan Documents”; and WHEREAS, the parties previously entered into the Payment Deferral Agreement and now wish to modify the terms 0f the Payment Deferral Agreement to extend the deferral of certain payments pursuant to the terms and conditions 0f the Payment Deferral Agreement. NOW THEREFORE, for and in consideration of the premises, ten dollars ($1.0) in hand paid and other good and valuable consideration, the receipt and sufficiency 0f Which is hereby acknowledged, the parties, intending to be mutually bound, do hereby agree as follows: 1. Recitals and Summary. The foregoing recitals and the Summary are confirmed by the Lender, the Borrower and any Guarantor as true and correct and are incorporated herein by reference. The recitals and the Summary are a substantive, contractual part of this Agreement. Capitalized terms used herein shall have the meanings ascribed in the Summary, or otherwise in the Original Loan Documents. 2. Extension of Deferral. The Payment Deferral Agreement is hereby amended such that the definition of terms “Deferral Period”, and “Payment Restart Date” Shall be revised to reflect the updated definition of such terms as set forth in the Summary. 3. Representations and Warranties of Borrower. Borrower hereby represents and warrants that all of the representations and warranties 0f Borrower made in the Original Loan Documents and Payment Deferral Agreement remain true and correct as of the date of this Agreement. 4. Except as specifically modified by this Agreement and the Payment Deferral Agreement, the Original Loan Documents shall remain unchanged and in full force and effect, and Borrower hereby reaffirms all of its obligations thereunder. 37188542 | 023000-0001 - 4 - 203112745 v4 08.18.2020 5. This Agreement is binding upon and shall inure to the benefit 0f the parties hereto, and their respective heirs, legal representatives, successors and assigns. 6. This Agreement, the Payment Deferral Agreement, and the other Original Loan Documents constitute the sole and entire agreement between Borrower and Lender with respect to the subject matter hereof and supersede all prior agreements, representations, covenants, promises, understandings or undertakings (whether written 0r oral) with respect t0 the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing sought by the party against whom enforcement of such change, waiver, discharge 0r termination is sought. 7. Each Guarantor, by execution of this Agreement, hereby reaffirms its obligations under its Guaranty and acknowledges and agrees that its obligations under its Guaranty extend to and include the Indebtedness evidenced by the Original Loan Documents (as further modified hereby). Each Guarantor hereby agrees that nothing contained in this Agreement shall constitute or be deemed to be a release of 0r limitation 0n such Guarantor’s obligations under its Guaranty. Each Guarantor represents and warrants that they have no defenses to or right of set-off against its obligations to Lender under its Guaranty. 8. RELEASE. Each 0f the Borrower and any Guarantor hereby warrants and represents t0 Lender that the Loan is not subject to, and hereby waive, any credits, charges, claims, or rights 0f offset or deduction 0f any kind 0r character whatsoever (the obligations 0f Borrower and each Guarantor being absolute and unconditional). In order t0 induce Lender t0 enter this Agreement and as a material part 0f the consideration therefor, each 0f the Borrower and any Guarantor, 0n behalf 0f itself and its officers, directors, shareholders, partners, members, predecessors, successors, assigns, servicers, attorneys contractors and agents, as applicable (collectively, “Releasors”), hereby irrevocably and unconditionally release and forever discharge Lender (and the trustee of any mortgage, deed 0f trust, and/or deed t0 secure debt) and each 0f their beneficiaries, trustees, owners, predecessors, successors, assigns, agents, officers, employees, servicers, representatives, attorneys, and affiliates, and all persons acting by, through, under, 0r in concert with any 0f the aforesaid persons 0r entities (collectively, “Released Parties”), 0r any 0f them, from and against any and all causes 0f action, suits, debts, liens, obligations, liabilities, claims, demands, damages, judgments, losses, orders, penalties, costs and expenses, including, without limitation, attorneys’ fees, 0f any kind 0r nature whatsoever, whether under law, in equity 0r by statute, known 0r unknown, suspected or unsuspected, fixed 0r contingent, liquidated 0r unliquidated, which any 0f the Releasors now have, own, hold, 0r claim t0 have, own, 0r hold, 0r at any time heretofore have had, owned, held or claimed t0 have had, owned, or held against any 0f the Released Parties arising from, based upon, 0r related t0, whether directly 0r indirectly (collectively, “Claims”): (i) the Loan; (ii) the Original Loan Documents; (iii) any real and personal property collateral for the Loan; (iv) this Agreement; (v) any and all other agreements, documents or instruments referenced herein 0r in the Original Loan Documents 0r related hereto 0r thereto; (Vi) any defenses as t0 the enforcement 0f the Original Loan Documents; (vii) any act, omission, negligence or breach 0f duty; 0r (viii) any theory 0f lender liability. Releasors acknowledge that there is a risk that after the execution of this Agreement, Releasors may discover, incur, 0r suffer from Claims which were unknown 0r unanticipated, including, without limitation, unknown or unanticipated Claims 37188542 l 023000-0001 - 5 - 203112745 V4 08.18.2020 which, if known by Releasors, may have materially affected Releasors’ decision t0 execute this Agreement. Releasors represent and warrant t0 the Released Parties that Releasors have not assigned 0r transferred or purported t0 assign 0r transfer any Claim 0r Claims 0r any portion thereof 0r any interest therein, and agree t0 indemnify, defend (with counsel selected by the Released Parties), and hold the Released Parties harmless from and against any Claim or Claims based 0n, 0r arising out 0f, whether directly 0r indirectly, any such assignment 0r transfer, or purported assignment or transfer. If this Agreement is terminated for any reason, this Section 11 shall survive. 9. THE BORROWER AND ANY GUARANTORS ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY TERM OR PROVISION CONTAINED IN THIS AGREEMENT, ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THE BORROWER, ANY GUARANTOR AND HOLDER HEREBY JOINTLY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN OR HAVING JURISDICTION OVER ALAMEDA COUNTY, STATE OF CALIFORNIA, SHALL HAVE NON-EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN HOLDER AND THE BORROWER OR ANY GUARANTOR PERTAINING TO THIS AGREEMENT, THE ORIGINAL LOAN DOCUMENTS, OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ORIGINAL LOAN DOCUMENTS; PROVIDED THAT, NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTIONS TO ENFORCE THIS AGREEMENT, THE ORIGINAL LOAN DOCUMENTS, OR ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF HOLDER. EACH OF THE BORROWER AND ANY GUARANTOR EXPRESSLY WAIVES ANY OBJECTION WHICH IT MAY HAVE IN CONNECTION WITH ANY LEGAL ACTION BASED UPON IMPROPER VENUE OR FORUM NON CONVENIENS. EACH OF THE BORROWER AND ANY GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED 1N ANY SUCH SUIT AND EXPRESSLY AGREE THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY OVERNIGHT COURIER OR BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THEM AT THE ADDRESS SET FORTH ABOVE FOR BORROWER AND GUARANTORS, AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE PARTY'S ACTUAL RECEIPT THEREOF, OR DELIVERY AT THE ADDRESS REFERENCED ABOVE IN THIS AGREEMENT BY PREPAID OVERNIGHT COURIER (E.G., FEDERAL EXPRESS, UPS-AIR, DHL, ETC), WHETHER ACCEPTED OR NOT. 10. TO THE EXTENT PERMITTED BY LAW, EACH OF THE LENDER, BORROWER AND ANY GUARANTORS HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL 37188542 | 023000-0001 - 6 - 203112745 V4 08.18.2020 NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT, ANY GUARANTY OR THE ORIGINAL LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE BORROWER AND ANY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. HOLDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER AND ANY GUARANTOR. 11. Countergarts. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement; but in making proof of this Agreement, it shall not be necessary to produce 0r account for more than one such counterpart executed by the party t0 be charged. Any scanned PDF counterparts 0r facsimile counterparts shall be considered originals. 12. Limitation 0n Liability. N0 present or future adviser, trustee, director, officer, employee, shareholder or agent 0f Lender shall have any personal liability, directly or indirectly, under or in connection with this Agreement 0r any agreement made or entered into under or pursuant t0 the provisions 0f this Agreement, 0r any amendment or amendments t0 any of the foregoing made at any time 0r times, heretofore or hereafter, and each Borrower Party and its successors and assigns hereby waive any and all such personal liability 13. Headings. The headings of paragraphs in this Agreement are for convenience of reference only and shall not in any way affect the interpretation or construction ofthis Agreement. 14. Attorney’s Fees. Without limitation 0f anything set forth in the Original Loan Documents, in any legal action relating to this Agreement, the Lender and any of the Released Parties shall be entitled t0 receive from the Borrower all costs and expenses of such action (including reasonable out of pocket attorneys’ fees and disbursements). 15. Further Cooperation. Borrower and any Guarantor hereby agree to cooperate with Lender and to execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and recordings of liens) that the Lender reasonably request t0 satisfy the terms and conditions 0f this Agreement. [SIGNATURE PAGE FOLLOWS] 37188542 I 023000-0001 - 7 - 203112745 v4 08.18.2020 IN WITNESS WHEREOF, the undersigned have each executed this Agreement as of the date first set forth above. BORROWER: VIMA HARRISON l LLC By: MAHNAZ KHAZEN, Manager/Member GUARANTOR: By: Zbfl// VIOLET PARVARANDEH By: '4 /‘A/ PIROOZ PARVARANDEH CATHAY BANK, a California banking corporation l By: ‘ Namle: I I Few FeIuJ/wei-IMN Title: I VF 37188542 | 023000-0001 - 8 - 203112745 v4 08.18.2020 IN WITNESS WHEREOF, the undersigned have each executed this Agreement as of the date first set forth above. BORROWER: VIMA HARRISON 1 LLC By: GUARANTOR: By: VIOLET PARVARANDEH By: PIROOZ PARVARANDEH CATHAY BANK, a California banking corporation By: Name: Title: 37188542 | 023000-0001 - 8 - 2031 12745 v4 08.18.2020 Exhibit I *00003000062379-1 00022002042020* HIIWIINIIWIIMIIHIWIID IN IWHWINllfllfllUfllHlll 9y COMMERCIAL GUARANTY Borrower: VIMA HARRISON 1 LLC Lender: CATHAY BANK, a California Banking Corporation 3550 STEVENS CREEK BOULEVARD, SUITE #220 NORTHERN CALIFORNIA LENDING DIVISION SAN JOSE, CA 95117 1701 DECOTO ROAD UNION CITY, CA 94587 Guarantor: VIOLET PARVARANDEH 27210 OHLONE LANE LOS ALTOS HILLS, CA 94022 CONTINUING GUARANTEE 0F PAYMENT AND PERFORMANCE. For good and valuable consideration. Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection. so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender‘s remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness. this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys‘ fees, arising from any and all debts. liabilities and obligations of every nature or form, now existing or hereafter arising or acquired. that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations. liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances. loans or transactions that renew, extend, modify. refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy. insanity, ultra vires or othenlvise); and originated then reduced or extinguished and then aftenlvards increased or reinstated. If Lender presently holds one or more guaranties. or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties, CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower. and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation. the term "new Indebtedness" does not include the Indebtedness which at the time of notice of revocation is contingent. unliquidated, undetermined or not due and which later becomes absolute, liquidated. determined or due. For this purpose and without limitation. "new Indebtedness" does not include all or part of the Indebtedness that is: incurred by Borrower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions. substitutions. and modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender‘s actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. Guarantor‘s obligations under this Guaranty shall be in addition to any of Guarantor's obligations, or any of them, under any other guaranties of the Indebtedness or any other person heretofore or hereafter given to Lender unless such other guaranties are modified or revoked in writing; and this Guarantor shall not, unless provided in this Guaranty, affect, invalidate, or supersede any such other guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). OBLIGATIONS OF MARRIED PERSONS. Any married person who signs this Guaranty hereby expressly agrees that recourse under this Guaranty may be had against both his or her separate property and community property. GUARANTOR'S AUTHORIZATION T0 LENDER. Guarantor authorizes Lender. either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower. to lease equipment or other goods to Borrower. or othenNise to extend additional credit to Borrower; (B) to alter. compromise, renew, extend, accelerate, or othenlvise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness. including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of COMMERCIAL GUARANTY (Continued) Page 2 thls Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fall or decide not to perfect, and release any such security, with or wlthout the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or In any manner Lender may choose; (E) to determine how, when and what appllcation of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, Including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust. as Lender in Its discretlon may determine; (G) to sell, transfer, assign or grant particlpatlons in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty In whole or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of thls Guaranty do not conflict wlth or result In a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior wrltten consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwlse dispose of all or substantially all of Guarantor's assets, or any Interest therein; (F) upon Lender‘s request, Guarantor will provide to Lender financial and credit Information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which wlll be provided to Lender is and will be true and correct In all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financlal condition slnce the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, admlnistratlve proceeding or similar action (including those for unpaid taxes) against Guarantor ls pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a contlnulng basis information regarding Borrower's flnanclal condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances whlch might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obllgation to disclose to Guarantor any Information or documents acquired by Lender in the course of Its relatlonshlp with Borrower. PREFERENCE; FRAUDULENT CONVEYANCE. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Indebtedness by Borrower or any other guarantor is avoided as a preference, fraudulent conveyance or on any other grounds provlded by law, or must otherwise be returned by Lender as a result of an order for relief being entered with respect to Borrower or any other guarantor under the United States Bankruptcy Code, or as a result of Borrower's or any other guarantor‘s assignment for the benefit of creditors. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Additional Requirements. Annual Statements. As soon as available, but in no event later than ninety (90) days after the end of each calendar year, Guarantor's balance sheet and income statement, for the year ended, prepared by Guarantor In form satisfactory to Lender. Tax Returns. As soon as available, but In no event later than thlrty (30) days after the applicable flling date or extension thereof for the tax reporting period ended, or prior to October 31st of each year, Guarantor's Federal and other governmental tax returns (includlng all schedules and K-1, If applicable), prepared by a tax professional satisfactory to Lender. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP. applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to requlre Lender to (A) make any presentment, protest, demand, or notlce of any kind, Including notice of change of any terms of repayment of the Indebtedness, default by Borrower or any other guarantor or surety, any actlon or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additlonal Indebtedness; (B) proceed against any person, including Borrower, before proceeding agalnst Guarantor; (C) proceed against any collateral for the Indebtedness, including Borrower's collateral, before proceedlng against Guarantor; (D) apply any payments or proceeds received against the Indebtedness in any order; (E) give notice of the terms, tlme, and place of any sale of the collateral pursuant to the Uniform Commercial Code or any other law governing such sale; (F) dlsclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or nonaction of Lender; or (G) pursue any remedy or course of action In Lender's power whatsoever. Guarantor also waives any and all rights or defenses arising by reason of (H) any disability or other defense of Borrower, any other guarantor or surety or any other person; (l) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (J) the appllcation of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and Intended by Guarantor and Lender; (K) any act of omission or commisslon by Lender which dlrectly or lndlrectly results In or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral by operation of law or otherwise; (L) any statute of limitations in any action under this Guaranty or on the Indebtedness; or (M) any modification or change ln terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the tlme payment of the Indebtedness is due and any change In the interest rate. and includlng any such modification or change In terms after revocation of thls Guaranty on the Indebtedness incurred prior to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnlflcation, and contributlon and any other rights and defenses that are or may become avallable to Guarantor by reason of California Civil Code Sections 2787 to 2855, incluslve. Guarantor waives all rights and any defenses arising out of an electlon of remedies by Lender even though that the election of remedies, such as a non-judiclal foreclosure with respect to security for a guaranteed obllgatlon. has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the Ca||fornia Code of Civil Procedure or otherwise. Guarantor waives all rights and defenses that Guarantor may have because Borrower's obligation Is secured by real property. This means among other thlngs: (N) Lender may collect from Guarantor without first forecloslng on any real or personal property collateral pledged by Borrower. (O) If Lender forecloses on any real property collateral pledged by Borrower: (1) the amount of Borrower's obligation may be reduced only by the price for whlch the collateral is sold at the foreclosure sale. even if the collateral ls worth more than the sale price. (2) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any rlght Guarantor may have to collect from Borrower. Thls Is an unconditional and Irrevocable waiver of any rights and defenses Guarantor may have because Borrower's obllgation Is secured by real property. These rights and defenses Include, but are not llmlted to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the Code of Civil Procedure. Guarantor understands and agrees that the foregoing waivers are uncondltlonal and irrevocable walvers of substantive rights qnq defenses to whlch Guarantor mlght otherwise be entitled under state and federal law. The rights and defenses waived Include, wlthout Ilmltatlon, those provlded by California laws of suretyshlp and guaranty, anti-deflclency laws, and the Unlform Commercial Code. Guarantor acknowledges that COMMERCIAL GUARANTY (Continued) Page 3 Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon by Lender. Guarantor further understands and agrees that thls Guaranty is a separate and Independent contract between Guarantor and Lender, given for full and ample consideration, and Is enforceable on its own terms. Untll all of the Indebtedness Is paid in full, Guarantor waives any right to enforce any remedy Guarantor may have against the Borrower or any other guarantor, surety, or other person, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter held by Lender. Guarantor's Understanding With Respect To Waivers. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its slgnificance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver Is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. Right of Setoff. To the extent permltted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts wlth Lender (whether checking, savings, or some other account). This Includes all accounts Guarantor holds Jointly with someone else and all accounts Guarantor may open in the future. However, this does not Include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds If there is a default, and Lender may apply the funds In these accounts to pay what Guarantor owes under the terms of this Guaranty. Subordination of Borrower's Debts to Guarantor‘ Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire agalnst Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower. through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidatlon, or otherwise, the assets of Borrower applicable to the payment of the clalms of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or agalnst any assignee or trustee in bankruptcy of Borrower; provided however, that such asslgnment shall be effective only for the purpose of assurlng to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credlt agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender Is hereby authorized, In the name of Guarantor, from time to tlme to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce Its rights under this Guaranty. Bank Secrecy Act. Guarantor shall not, and shall not permit any of its subsidiaries, if applicable, to: (a) be or become a Sanctioned Person or be or become subject at any time to any Sanctions or any foreign asset control, anti-terrorism, money launderlng or other similar law, regulation or list of any governmental authority of the United States (including, without limitatlon, the OFAC Ilst) that prohibits or limits Lender from maklng any advance or extension of credit to any Obligor or from otherwise conducting business with any Obllgor; (b) fail to provide documentation and other evidence of the identlty of the Obligors as may be requested by Lender at any time to enable Lender to verify the identity of the Obligors or to comply with any applicable law, including, wlthout llmitation, Section 326 of the Patriot Act at 31 U.S.C. Section 5818; or (c) use any part of the proceeds from the Loan, directly or indirectly, (i) in connectlon with any Investment 1n, or any transactlons or dealings wlth, any Sanctioned Country or Sanctioned Person, (ii) for any purpose that would cause Lender to be in violation of any Sanctions, or (m) otherwise In violations of Sanctions. For the purpose of this provision: “Obligor" shall mean Borrower, each Guarantor and any other person that is or becomes primarily or secondarily llable on thls Agreement, the Note or any of the other Related Documents. "OFAC" shall mean the Office of Foreign Assets Control of the United States Department of the Treasury. “Sanctioned Country" shall mean a country or territory that is subject to Sanctions. “Sanctioned Person" shall mean (a) a Person that is, or is owned or controlled by, Persons that are (i) the subject/target of any Sanctions or (II) located, organized or resldent in a Sanctioned Country, or (b) a Person named on the list of “Specially Designated Nationals and Blocked Persons" or other similar sanctions party list maintained by OFAC and available at ' - ' EN, or as otherwise published from tlme to time. “Sanctions" shall mean any trade, economlc or financial sanctions admlnlstered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the EU, Her Majesty’s Treasury or other relevant sanctions authority. Miscellaneous Provisions. The following miscellaneous provisions are a part of thls Guaranty: AMENDMENTS. This Guaranty, together wlth any Related Documents. constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteratlon or amendment. ARBITRATION. Borrower and Guarantor and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from thls Guaranty or otherwise, Including without llmltatlon contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association ln effect at the tlme the claim Is filed, upon request of either party. No act to take or dlspose of any Collateral shall constitute a waiver of this arbltratlon agreement or be prohibited by this arbitration agreement. This Includes, without limitation, obtaining Injunctlve relief or a temporary restraining order; Invoking a power of sale under any deed of trust or mortgage; obtaining a wrlt of attachment or Imposition of a receiver; or exerclslng any rights relatlng to personal property, lncludlng taking or disposing of such property with or without judicial process pursuant to Artlcle 9 of the Uniform Commercial Code. Any disputes, claims, or controversles concerning the lawfulness or reasonableness of any act, or exercise of any right, concernlng any Collateral, Including any claim to resclnd, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Borrower and Guarantor and Lender agree that In the event of an actlon for judicial foreclosure pursuant to California Code of Civil Procedure Section 726, or any simllar provision In any other state, the commencement of such an action will not constitute a waiver of the right to arbitrate and the court shall refer to arbitratlon as much of such actlon, including counterclaims, as lawfully may be referred to arbitration. Judgment upon any award rendered by any arbitrator may be entered In any court havlng jurisdlctlon. Nothing In thls Guaranty shall preclude any party from seeking equltable relief from a court of competent Jurlsdlctlon. The statute of limitations, estoppel, waiver, laches, and slmllar doctrines which would otherwise be applicable ln an action brought by a party shall be appllcable In any arbitration proceedlng, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of thls arbitration provlslon. ATTORNEYS‘ FEES; EXPENSES. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred In connectlon with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lendgr's attorneys' fees and legal expenses whether or not there ls a lawsult, Including attorneys' fees and legal expenses for bankruptcy proceedings (includlng efforts to modify or vacate any automatic stay or Injunction), appeals, and any antlcipated post-Judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. CAPTION HEADINGS. Caption headlngs in this Guaranty are for convenience purposes only and are not to be used to Interpret or define the provlslons of this Guaranty. COMMERCIAL GUARANTY (Continued) ‘ Page 4 GOVERNING LAW. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to Its conflicts of law provlslons. CHOICE OF VENUE. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to thejurisdiction of the courts of Alameda County, State of California. INTEGRATION. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor‘s attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's Intentions and parol evidence is not required to Interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, clalms, damages, and costs (Including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. INTERPRETATION. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. lf a court finds that any provision of thls Guaranty is not valid or should not be enforced, that fact by Itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of thls Guaranty even if a provlslon of this Guaranty may be found to be Invalid or unenforceable. lf any one or more 0f Borrower or Guarantor are corporations, partnerships, limited Ilability companies, or similar entities, it Is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners. managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. NOTICES. Any notice requlred to be given under this Guaranty shall be given in writing, and, except for revocatlon notices by Guarantor, shall be effective when actually delivered, when actually received by telefaosimlle (unless otherwise required by law), when deposited with a natlonally recognized overnight courier, or, if mailed, when deposited in the United States mall, as first class, certified or reglstered mail postage prepald, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be effectlve upon delivery to Lender as provided In the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties. specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided or required by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor ls deemed to be notlce given to all Guarantors. N0 WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under thls Guaranty unless such waiver is given in writing and signed by Lender. No delay or omlsslon on the part of Lender In exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constltute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prlor waiver by Lender, nor any course of deallng between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obllgations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent Instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Guaranty on transfer of Guarantor's interest. thls Guaranty shall be binding upon and Inure to the benefit of the parties, their successors and assigns. COUNTERPARTS. This document (i) may be signed in counterparts, each of which shall be an original and all of which taken together shall constitute the same instrument, and (ii) shall be effective when executed by all parties thereto. Definitions. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of Amerlca. Words and terms used In the singular shall include the plural. and the plural shall Include the slngular, as the context may requlre. Words and terms not othewvise defined in this Guaranty shall have the meanings attributed to such terms In the Unlform Commercial Code: BORROWER. The word "Borrower" means VIMA HARRISON 1 LLC and includes all co~signers and co-makers signing the Note and all thelr successors and assigns. GAAP. The word "GAAP" means generally accepted accounting principles. GUARANTOR. The word "Guarantor" means everyone signing this Guaranty, includlng without limitation VIOLET PARVARANDEH, and in each case, any signer's successors and asslgns. GUARANTY. The word "Guaranty" means this guaranty from Guarantor to Lender. INDEBTEDNESS. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. LENDER. The word "Lender" means CATHAY BANK. a California Banking Corporation, its successors and assigns. NOTE. The word "Note" means and Includes without Ilmitation all of Borrower's promissory notes and/or credlt agreements evidencing Borrower's loan obllgatlons In favor of Lender, together wlth all renewals of, extensions of, modifications of, refinanclngs of. consolidatlons of and substitutions for promissory notes or credit agreements. RELATED DOCUMENTS. The words "Related Documents" mean all promlssory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other Instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. COMMERCIAL GUARANTY (Continued) Page 5 EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". N0 FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED FEBRUARY 4, 2020. WTZW/ X VIOLET PARVARANDEH LESSIPFO. Var. 19.4.10.036 Copr. Flnaslra USA Colpolallon 1997. 2020. All nghls Reserved. - CA G:\CF|\LPL\E20.FC TR-40013 PR-41 Exhibit J Ullilllllllll|ll||H|II‘IIWIIIJ IN MIWNIHIIH)IIHIHNIWIM *00003000062379-1 00022002042020" COMMERCIAL GUARANTY Borrower: VIMA HARRISON 1 LLc Lender: CATHAY BANK, a California Banking Corporation 3550 STEVENS CREEK BOULEVARD, SUITE #220 NORTHERN CALIFORNIA LENDING DIVISION SAN JOSE, CA 95117 1701 DECOTO ROAD UNION CITY, CA 94587 Guarantor: PIRooz PARVARANDEH 27210 OHLONE LANE Los ALTos HILLS, CA 94022 CONTINUING GUARANTEE 0F PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand. in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim. and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor‘s liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts. liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation. loans, advances, debts. overdraft indebtedness. credit card indebtedness. lease obligations, liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations. and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend. modify, refinance, consolidate or substitute these debts. liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or othenlvise): and originated then reduced or extinguished and then afterwards increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor‘s liability will be Guarantor’s aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMlNlSH GUARANTOR‘S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender. or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail. at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation, For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which at the time of notice of revocation is contingent. unliquidated. undetermined or not due and which later becomes absolute, liquidated. determined or due. For this purpose and without limitation. "new Indebtedness" does not include all or part of the Indebtedness that is: incurred by Borrower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor‘s death or incapacity. regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. Guarantor's obligations under this Guaranty shall be in addition to any of Guarantor's obligations, or any of them, under any other guaranties of the Indebtedness or any other person heretofore or hereafter given to Lender unless such other guaranties are modified or revoked in writing; and this Guarantor shall not, unless provided in this Guaranty, affect, invalidate, or supersede any such other guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a termination of this Guaranty. This Guaranty ls binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). OBLIGATIONS 0F MARRIED PERSONS. Any married person who signs this Guaranty hereby expressly agrees that recourse under this Guaranty may be had against both his or her separate property and community property. GUARANTOR'S AUTHORIZATION T0 LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above. to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or othewvise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of COMMERCIAL GUARANTY (Continued) Page 2 this Guaranty or the Indebtedness, and exchange, enforce, waive, subordlnate, fail or decide not to perfect, and release any such security. with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's suretles, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credlts shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, Includlng without Ilmltation. any nonjudlcial sale permitted by the terms of the controlling securlty agreement or deed of trust, as Lender In Its discretlon may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty ln whole or in part, GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of thls Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter Into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other Instrument binding upon Guarantor and do not result in a vlolatlon of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor‘s assets, or any Interest therein; (F) upon Lender's request, Guarantor will provide to Lender flnancial and credit Informatlon In form acceptable to Lender, and all such financial information whlch currently has been, and all future financial Information which will be provided to Lender ls and will be true and correct in all materlal respects and fairly present Guarantor‘s financlal condition as of the dates the financial information ls provided; (G) no materlal adverse change has occurred in Guarantor’s financial conditlon slnce the date of the most recent flnancial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor‘s flnancial condition; (H) no litigation. claim, investigation, administrative proceeding or simllar action (includlng those for unpaid taxes) against Guarantor is pending or threatened; (l) Lender has made no representatlon to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtainlng from Borrower on a continuing basls Informatlon regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for Information, Lender shall have no obligation to dlsclose to Guarantor any information or documents acquired by Lender in the course of Its relationship wlth Borrower. PREFERENCE; FRAUDULENT CONVEYANCE. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Indebtedness by Borrower or any other guarantor Is avoided as a preference, fraudulent conveyance or on any other grounds provided by law, or must otherwise be returned by Lender as a result of an order for relief being entered with respect to Borrower or any other guarantor under the United States Bankruptcy Code, or as a result of Borrower's or any other guarantor's assignment for the benefit of creditors. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Additional Requirements. Annual Statements. As soon as available, but in no event later than ninety (90) days after the end of each calendar year, Guarantor's balance sheet and Income statement, for the year ended, prepared by Guarantor in form satisfactory to Lender. Tax Returns. As soon as available, but in no event later than thirty (30) days after the applicable filing date 0r extension thereof for the tax reporting period ended, or prlor to October 81st of each year, Guarantor’s Federal and other governmental tax returns (including all schedules and K-1. if applicable), prepared by a tax professlonal satisfactory to Lender. All financial reports required to be provlded under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as belng true and correct. GUARANTOR'S WAIVERS. Except as prohibited by appllcable law, Guarantor waives any right to require Lender to (A) make any presentment, protest, demand, or notlce of any kind, Including notice of change of any terms of repayment of the Indebtedness, default by BorrOWer or any other guarantor or surety, any action or nonactlon taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additional Indebtedness; (B) proceed against any person, Includlng Borrower, before proceeding against Guarantor; (C) proceed agalnst any collateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (D) apply any payments or proceeds received against the Indebtedness In any order; (E) give notlce of the terms, time, and place of any sale of the collateral pursuant to the Uniform Commercial Code or any other law governing such sale; (F) dlsclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or nonactlon of Lender; or (G) pursue any remedy or course of action in Lender's power whatsoever. Guarantor also waives any and all rlghts or defenses arising by reason of (H) any disability or other defense of Borrower, any other guarantor or surety or any other person; (I) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (J) the application of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (K) any act of omlssion or commission by Lender which directly or Indirectly results In or contributes to the discharge of Borrower or any other guarantor or surety. or the Indebtedness, or the loss or release of any collateral by operation of law or otherwise; (L) any statute of limitations in any action under this Guaranty or on the Indebtedness; or (M) any modification or change in terms of the Indebtedness. whatsoever, Including wlthout limitation, the renewal, extenslon, acceleration, or other change in the time payment of the Indebtedness is due and any change in the interest rate, and Including any such modification or change in terms after revocation of this Guaranty on the Indebtedness Incurred prlor to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rlghts and defenses that are or may become available to Guarantor by reason of California Civil Code Sections 2787 to 2855, Inclusive. Guarantor waives all rights and any defenses arising out of an election of remedies by Lender even though that the election of remedies, such as a non-Judlclal foreclosure with respect to security for a guaranteed obllgation, has destroyed Guarantor's rights of subrogatlon and reimbursement against Borrower by operatlon of Section 580d of the Callfornia Code of Civil Procedure or otherwise. Guarantor waives all rights and defenses that Guarantor may have because Borrower's obligatlon is secured by real property. This means among other things: (N) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower. (O) If Lender forecloses on any real property collateral pledged by Borrower: (1) the amount of Borrower's obligatlon may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (2) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any rlght Guarantor may have to collect from Borrower. This is an unconditional and irrevocable walver of any rights and defenses Guarantor may have because Borrower's obllgation ls secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the Code of Civll Procedure. Guarantor understands and agrees that the foregoing waivers are unconditional and irrevocable waivers of substantive rights and defenses to whlch Guarantor mlght otherwise be entitled under state and federal law. The rights and defenses walved include, without limltatlon, those provlded by California laws of suretyship and guaranty, anti-deficlency laws, and the Uniform Commercial Code4 Guarantor acknowledges that COMMERCIAL GUARANTY (Continued) Page 3 Guarantor has provided these waivers of rights and defenses with the intention that they be fully relled upon by Lender. Guarantor further understands and agrees that this Guaranty is a separate and independent contract between Guarantor and Lender, given for full and ample conslderation, and Is enforceable on its own terms. Until all of the Indebtedness ls pald In full, Guarantor waives any right to enforce any remedy Guarantor may have against the Borrower or any other guarantor, surety, or other person, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter held by Lender. Guarantor‘s Understanding With Respect To Waivers. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determlned to be contrary to any applicable law or public pollcy, such waiver shall be effective only to the extent permitted by law or publlc policy. . Right of Setoff. To the extent permitted by applicable law, Lender reserves a rlght of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jolntly with someone else and all accounts Guarantor may open In the future. However, this does not Include any IRA or Keogh accounts, or any trust accounts for whlch setoff would be prohibited by law. Guarantor authorlzes Lender, to the extent permitted by applicable law, to hold these funds if there Is a default, and Lender may apply the funds In these accounts to pay what Guarantor owes under the terms of this Guaranty. Subordinatlon of Borrower's Debts to Guarantor. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordlnates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby asslgn to Lender all clalms which It may have or acquire against Borrower or against any assignee or trustee In bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assurlng to Lender full payment In legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender Is hereby authorized, in the name of Guarantor, from tlme to tlme to file financing statements and contlnuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. Bank Secrecy Act. Guarantor shall not, and shall not permit any of its subsidlaries, if applicable, to: (a) be or become a Sanctioned Person or be or become subject at any tlme to any Sanctions or any foreign asset control, anti-terrorlsm, money laundering or other similar law, regulation or list of any governmental authority of the Unlted States (including, without |imltation, the OFAC list) that prohlblts or limits Lender from making any advance or extension of credlt to any Obligor or from otherwise conducting business wlth any Obligor; (b) fall to provide documentation and other evidence of the identity of the Obligors as may be requested by Lender at any time to enable Lender to verify the Identity of the Obligors or to comply with any applicable law, including, without limitation, Section 326 of the Patriot Act at 31 U.S.C. Sectlon 5318; or (c) use any part of the proceeds from the Loan, directly or Indirectly, (I) ln connection with any Investment in, or any transactions or dealings with, any Sanctioned Country or Sanctioned Person, (ii) for any purpose that would cause Lender to be In violation of any Sanctlons, or (iii) otherwise in violations of Sanctions. For the purpose of this provision: "Obligor" shall mean Borrower, each Guarantor and any other person that ls or becomes primarily or secondarily liable on this Agreement, the Note or any ofvthe other Related Documents. "OFAC” shall mean the Office of Foreign Assets Control of the United States Department of the Treasury. “Sanctloned Country" shall mean a country or territory that is subject to Sanctlons. "Sanctioned Person” shall mean (a) a Person that is, or is owned or controlled by, Persons that are (i) the subject/target of any Sanctions or (ii) located, organized or resident In a Sanctloned Country, or (b) a Person named on the list of “Speclally Designated Nationals and Blocked Persons" or other similar sanctions party list maintained by OFAC and available at ' - 'SE, or as otherwise published from tlme to time. “Sanctions” shall mean any trade, economlc or financlal sanctions administered or enforced by OFAC, the U.S. Department of State, the Unlted Nations Security Council, the EU. Her Majesty’s Treasury or other relevant sanctions authority. Miscellaneous Provisions. The following miscellaneous provisions are a part of this Guaranty: AMENDMENTS. This Guaranty, together wlth any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given In writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. ARBITRATION. Borrower and Guarantor and Lender agree that all disputes, clalms and controversies between them whether Individual, joint, or class In nature, arising from this Guaranty or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the tlme the clalm ls filed, upon request of elther party. No act to take or dispose of any Collateral shall constitute a waiver of thls arbitration agreement or be prohibited by thls arbitration agreement. Thls Includes, without limitatlon, obtaining injunctive relief or a temporary restraining order; Invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or Imposltlon of a receiver; or exerclslng any rights relatlng to personal property, includlng taking or dlsposlng of such property with or without judlclal process pursuant to Article 9 of the Uniform Commerclal Code. Any disputes, claims, or controversles concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, lncludlng any clalm to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restraln any act of any party. Borrower and Guarantor and Lender agree that In the event of an actlon for Judicial foreclosure pursuant to California Code of Clvll Procedure Section 726, or any slmllar provision In any other state, the commencement of such an action wlll not constitute a waiver of the right to arbitrate and the court shall refer to arbltratlon as much of such action, Including counterclalms, as lawfully may be referred to arbltration. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdlctlon. Nothing In this Guaranty shall preclude any party from seeklng equitable relief from a court of competent jurisdiction. The statute of llmltations, estoppel, waiver, laches, and slmilar doctrines whlch would otherwise be appllcable In an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbltratlon proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, Interpretation, and enforcement of this arbitratlon provislon. ATTORNEYS' FEES; EXPENSES. Guarantor agrees to pay upon demand all of Lender‘s costs and expenses, Including Lender's attorneys' fees and Lender's legal expenses, Incurred in connectlon wlth the enforcement of thls Guaranty. Lender may hlre or pay someone else to help enforce thls Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses Include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, lncludlng attorneys' fees and legal expenses for bankruptcy proceedlngs (including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post-judgment collectlon services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. CAPTION HEADINGS. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provislons of this Guaranty. COMMERCIAL GUARANTY (Continued) Page 4 GOVERNING LAW. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provlslons. CHOICE OF VENUE. lfthere is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Alameda County, State of Callfornia. INTEGRATION. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advlsed by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentlons and parol evidence is not required to Interpret the terms of this Guaranty. Guarantor hereby Indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or Incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of thls paragraph. INTERPRETATION. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there Is more than one Borrower named in this Guaranty or when thls Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, asslgns, and transferees of each of them. If a court flnds that any provlsion of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporatlons, partnerships, limited liability companies, or simllar entities, it Is not necessary for Lender to Inquire Into the powers of Borrower or Guarantor or of the offlcers, directors, partners, managers, or other agents acting or purporting to act on thelr behalf, and any Indebtedness made or created in reliance upon the professed exerclse of such powers shall be guaranteed under this Guaranty. NOTICES. Any notice required to be given under thls Guaranty shall be glven in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimlle (unless otherwise required by law). when deposited with a nationally recognized overnight courier, or, if mailed, when deposited In the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal wrltten notice to the other partles, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender Informed at all times of Guarantor's current address. Unless otherwise provided or requlred by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor Is deemed to be notice given to all Guarantors. N0 WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a walver of such right or any other right. A waiver by Lender of a provision of thls Guaranty shall not prejudlce or constitute a waiver of Lender's right otherwise to demand strict compliance wlth that provision or any other provision of thls Guaranty. No prlor waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constltute a waiver of any of Lender's rights or of any of Guarantor‘s obligatlons as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the grantlng of such consent by Lender in any instance shall not constitute continuing consent to subsequent Instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretlon of Lender. SUCCESSORS AND ASSIGNS. Subject to any limitatlons stated In this Guaranty on transfer of Guarantor's interest, this Guaranty shall be binding upon and inure to the benefit of the parlles, their successors and assigns. COUNTERPARTS. This document (i) may be slgned in counterparts, each of which shall be an original and all of which taken together shall constitute the same instrument, and (il) shall be effective when executed by all parlles thereto. Definitions. The following capitalized words and terms shall have the following meanings when used in thls Guaranty. Unless specifically stated to the contrary, 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 plura| shall include the singular, as the context may require. Words and terms not otherwise defined in thls Guaranty shall have the meanlngs attributed to such terms in the Uniform Commercial Code: BORROWER. The word "Borrower" means VIMA HARRISON 1 LLC and Includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word "GAAP" means generally accepted accounting principles. GUARANTOR. The word "Guarantor" means everyone signing this Guaranty, including without limitation PIROOZ PARVARANDEH, and In each case, any slgner's successors and assigns. GUARANTY. The word "Guaranty" means this guaranty from Guarantor to Lender. INDEBTEDNESS. The word "Indebtedness" means Borrower‘s indebtedness to Lender as more particularly described in this Guaranty. LENDER. The word "Lender" means CATHAY BANK, a California Banking Corporation, its successors and assigns. NOTE. The word "Note" means and Includes without limitation all of Borrower's promissory notes and/or credit agreements evidenclng Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, reflnancings of. consolldations of and substitutlons for promissory notes or credit agreements. RELATED DOCUMENTS. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, envlronmental agreements, guarantles, security agreements. mortgages, deeds of trust, securlty deeds, collateral mortgages. and all other Instruments, agreements and documents, whether now or hereafter exlsting, executed In connectlon with the Indebtedness. COMMERCIAL GUARANTY (Continued) Page 5 EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES T0 ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED FEBRUARY 4, 2020. GUARANTOR: x «9 [J PIROOZ PARVARANDEH Laaeer. Van 19‘4‘10.036 Ccpr. Flnaslm USA Corporation 1997, 2020, All nghla Reserved. - CA C:\CF|\LFL\E20.FC TR-40013 PR-M