Request Judicial NoticeCal. Super. - 6th Dist.March 16, 2021\DOONONUl-bUJNr-A 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 + PALo ALTO 21 CV379031 Santa Clara - Civil 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 17623) 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 95109-1469 Telephone: (408) 286-9800 Facsimile: (408) 998-4790 Attorneys for Plaintiff CATHAY BANK, a California Banking Corporation S.V Electronically Filed by Superior Court of CA, County of Santa Clara, on 4/5/2021 10:46 AM Reviewed By: S. Vera Case #21 CV379031 Envelope: 6171730 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. 924\37293 66.3 CASE NO. 2 1CV379031 REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF APPLICATION FOR RIGHT TO ATTACH ORDERS AND WRITS OF ATTACHMENT Date: TBA Time: TBA Dept: TBA REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF APPLICATION FOR RIGHT TO ATTACH ORDERS AND WRITS OF ATTACHMENT H Pursuant t0 California Evidence Code section 452(d), Plaintiff Cathay Bank, a California [\J Banking Corporation (“Plaintiff”) hereby requests that this Court take judicial notice of the U) following court records in connection with Plaintiff’ s Application for Right to Attach Orders and 4; Writs 0f Attachment in the above-captioned action: 1. Plaintiff s March 11, 2021 Verified Complaint filed in this action 0n 0r about March 16, 2021, a true and correct copy of Which is attached hereto as Exhibit 1.“QM Dated: April 5, 2021 HOPKINS & CARLEY A Law Corporation \OOO 10 By: 11 Monique D. ett-Brewster Rachael W. Hiatt 12 Attorneys for Plaintiff CATHAY BANK, a California Banking 1 3 Corporation 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HOPKINS 3: CARLEY 92487293663 _ 2 _ Sffligiyfijzmo REQUEST FOR IUDICIAL NOTICE 1N SUPPORT 0F APPLICATION FOR RIGHT To ATTACH ORDERS AND WRJTs 0F ATTACHMENT EXHIBIT 1 \DOONONUl-bUJNr-A 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 2 U1 26 27 28 HOPKINS 8: CARLEY ATTORNEYS AT LAW SAN JOSE §PALO 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 HOPKINS & CARLEY ATTORNEYS AT LAW SAN JOSE PALO ALTO 924\3724005.3 - 2 - VERIFIED COMPLAINT FOR BREACH OF GUARANTY 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 of Santa Clara, California. Defendants V. Parvarandeh, and P. Parvarandeh are collectively referred to hereinafter as “Guarantors.” 4. Plaintiff is unaware of the true names and capacities of defendants Does 1 through 50, inclusive, and sues said defendants by such fictitious names and capacities. Plaintiff will amend this complaint to allege such true names and capacities when the same have been ascertained. Plaintiff is informed and believes and thereon alleges that each of defendants Does 1 through 50, inclusive, and each of them, are in some means or 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 to Borrower in 2015 5. On or about March 5, 2015, for valuable consideration, Plaintiff extended credit to US Immigration Investment Center, LLC (“Borrower”), in the form of a loan (hereinafter the “Loan”) and other agreements in the original principal amount of Eleven Million, Two Hundred and Twenty Eight Thousand Dollars ($11,228,000.00). The Loan was extended pursuant to 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 of Eleven Million, Two Hundred and Twenty Eight Thousand Dollars ($11,228,000.00), a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by reference; b. That certain Deed of Trust dated March 5, 2015 (“Deed of Trust”), encumbering certain real property located in the County of Santa Clara, State of California, commonly known as 2332 Harrison Street, Oakland, California (the “Property”) and more particularly described in the Deed of Trust, which was recorded March 27, 2015, as Instrument HOPKINS & CARLEY ATTORNEYS AT LAW SAN JOSE PALO ALTO 924\3724005.3 - 3 - VERIFIED COMPLAINT FOR BREACH OF GUARANTY 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 No. 2015081508 in the Official Records of Alameda County, California, a true and correct copy of which is attached hereto as Exhibit B and incorporated herein by reference. Per the terms of the Deed of 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 or about March 5, 2015, Defendant V. Parvarandeh executed that certain written Commercial Guaranty (the “V. Parvarandeh Guaranty”) in favor of 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 of the V. Parvarandeh Guaranty is attached hereto as Exhibit D and is incorporated herein by this reference. 7. On or about March 5, 2015, Defendant P. Parvarandeh executed that certain written Commercial Guaranty (the “P. Parvarandeh Guaranty”) in favor of Plaintiff, wherein in exchange for Plaintiff’s extension of 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 of 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 to 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 of 2020, Borrower changed its name to VIMA Harrison 1 LLC. 9. In or about February 2020 at the request of Borrower and Guarantors, Plaintiff agreed to modify and restate the 2015 Loan Documents. Accordingly, the terms and conditions of HOPKINS & CARLEY ATTORNEYS AT LAW SAN JOSE PALO ALTO 924\3724005.3 - 4 - VERIFIED COMPLAINT FOR BREACH OF GUARANTY 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 or about February 4, 2020 and for valuable consideration, Plaintiff extended credit to 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 ($10,046,795.32). The 2020 Loan was extended pursuant to the certain instruments, documents and agreements (hereinafter collectively the “2020 Loan Documents”) executed and delivered to 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 ($10,046,795.32), a true and correct copy of 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 to Payment Deferral Agreement dated August 27, 2020 (collectively the “Payment Deferral Agreement”), true and correct copies of 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 to hereinafter as the “Loan Documents.” 13. On or 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 to, 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 HOPKINS & CARLEY ATTORNEYS AT LAW SAN JOSE PALO ALTO 924\3724005.3 - 5 - VERIFIED COMPLAINT FOR BREACH OF GUARANTY 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Documents. A true and correct copy of the 2020 V. Parvarandeh Guaranty is attached hereto as Exhibit I and is incorporated herein by this reference. 14. On or 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 to, 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 of 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 to hereinafter as the “2020 Guaranties.” 15. Under their respective 2020 Guaranties, each of the Guarantors agreed to pay all expenses Plaintiff incurs to enforce the respective 2020 Guaranties, including, but not limited to, 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 to maintain the Debt Service Coverage Minimum of at least 1.300 to 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 to generate operating income by the Property; and (ii) the determination by Alameda County that the Property is seismically unfit with potential repair cost of $5,000,000 to $8,000,000; E. Borrower’s grant of 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 HOPKINS & CARLEY ATTORNEYS AT LAW SAN JOSE PALO ALTO 924\3724005.3 - 6 - VERIFIED COMPLAINT FOR BREACH OF GUARANTY 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 violation of the “Collateral” provision in the Note; and F. Borrower’s incurring other indebtedness in violation of 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 to fulfill their obligations under the Guaranties and pay all such sums due and owing. Guarantors have likewise failed and refused to 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 $10,142,331.77, plus regular interest under the Loan Documents in the amount of $121,496.68, plus default interest of at least $609,158.10 plus a late charges fee of $10,590.42, for a total sum of at least $10,883,576.97, according to proof, exclusive of 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 of $1,408.66 per day). 19. The 2020 Guaranties provide that each of the respective Guarantors shall pay all of Plaintiff’s expenses incurred in connection with enforcement of the 2020 Guaranties. Accordingly, Plaintiff has retained legal counsel to pursue this Complaint and is entitled to recover its reasonable attorneys’ fees and costs. FIRST CAUSE OF ACTION Breach of Guaranty (Against Defendants, and Each of 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 on its part to be performed under the Loan Documents. 22. By reason of Borrower’s failure to pay the amounts due and owing under the Loan Documents, the amounts due and owing thereunder are due and owing from Guarantors to Plaintiff under the 2020 Guaranties. HOPKINS & CARLEY ATTORNEYS AT LAW SAN JOSE PALO ALTO 924\3724005.3 - 7 - VERIFIED COMPLAINT FOR BREACH OF GUARANTY 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 to pay the amounts due to Plaintiff. 25. As a result of the Guarantors’ breach and refusal to 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 to proof at trial. 26. Under the 2020 Guaranties, each of the Guarantors waived any right to require Plaintiff to proceed first against Borrower, to proceed against any security that may be held to secure performance of any of the obligations under the any of the Loan Documents, or to pursue any other remedy whatsoever. WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them, as set forth below. PRAYER On the First Cause of Action (Breach of Guaranty Against Guarantors) 1. On the first cause of action, against each of the Guarantors under their respective 2020 Guaranties of the sums due and owing to Plaintiff under the Loan Documents, for damages in the sum of no 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 of $2,465.15 per day until entry of judgment; 2. For attorneys’ fees pursuant to the 2020 Guaranties, and as allowed by law; 3. For costs of suit; and // // // 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 .PALO ALTO VERIFIED COMPLAINT FOR BREACH OF GUARANTY VERIFICATION 2 I, David Scheiber, declare: 3 I am a Senior Vice President and Manager of the Special Assets Department of CATHAY 4 BANK, a corporation organized and existing under the laws of California, which is the Plaintiff in 5 the above-entitled action, and I have been authorized to make this verification on its behalf. 6 I have read the foregoing VERIFIED COMPLAINT FOR BREACH OF GUARANTY 7 and know the contents thereof. I am informed and believe and on that ground allege that the 8 matters stated in the document described above are true. 9 I declare under penalty of perjury under the laws of the State of California that the 1 O foregoing is true and correct. 11 Executed at El Monte, California on March 16, 2021. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HOPKINS & CARLEY ATTLlRNF.'r'S AT l ,A\'\' SAN JLJ~t: • PAI t',I A l.TO 924\3724005.3 VERIFIED COMPLAINT ~OR BREACH OF GUARANTY David Scheiber Exhibit A PROMISSORY NOTE References in the--boxes above ~rn for Lender's use·only and db not limlt the applicability of thls.;.•;;:-,,.c,;:; Ar:iy !tern abova·_containlng "* 'I: • 1' has been omitted d_ue to text Ieng a Borrower: us IMMIGRATION INVESTMENT CENTER LLC Lender: CATHAY BA~K~<.'!··~9lit· 560 S. WINCHESTER BLVD., SUITE #500 UNION CITY OFFICE .. ,,,-,., SAN JOSE, CA 95128 1701 DECOTO ROAD • UNION CITY, CA 94587 Principal Amount: $11,228,000,00 Date of Not : March 5, 2015 PROMISE TO PAY. US IMMIGRATION INVESTMENT CENTER LLC ("Borrower") promises to pay to CATHAY BANK, a C~lifomia Banking Corp, ("Lender"), or order, In lawful money of the United States of America, the principal amount of Eleven Million Two undred Twenty~elght Thousand & 00/100 Dollars ($11,228,000.00), together with Interest on the unpaid principal balance from March 9, 2015 until paid In full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan In accorda!lce with the following payment schedule: ! One-hundred nineteen {1191 monthly payments, Initially In the MINIMUM amount of $68,070.00 each, and ON6 final payment of all outstanding principal and accrued interest on March 16, 2025 {"Final Payment Oate"I, Borrower's first payment is dlle on April 15, 2015, and each subsequent payment Is due on the same day of each month thereafter, until the Final Payment Date. The hlitial monthly payment was calculated as if the loan was for a term expiring approximately 300 months after the date of this Note {th$ Hlnitlal Amortization Period") and as if the loan was payable In equal monthly payments of principal and Interest during the entire Initial 4mortlzation Period at the interest rate In effect as of the date of this Note, which is 3.75%. The amount of the minimum monthly paymen~ is subject to change at least once every six months during the term of the loan IHPayment Change Date") beginning on the due date f the 7th scheduled monthly payment, based on the Interest rate effective the month preceding the Payment Change Date and the remai Ing prlnclpal balance as hereinafter provided. On each Payment Change Date and beginning with that payment, the required minimum pa ment amount due on that date and on the due date of the monthly payment thereafter until the next Payment Change Date {subject to ddltlonel amounts to cover any shortfall in the required Interest payments as hereinafter provided}, will be that amount which would be ufficlent to repay the outstanding principal balance of the Note as of the Payment Change Date, plus Interest accruing thereon at the a nual rate In effect, In equal monthly payments as if the loan term was the remainder of the Initial Amortization Period; provided that the ull amount of unpaid principal and unpaid accrued Interest will be due and payable on the Final Payment date. Borrower understands and a rees that the interest rate due on this Note may change monthly and that In the event the Interest rate Increases at any time during the ter of this Note, there Is a possibility that such minimum monthly payments may not be sufficient to pay In full all monthly accrued lntetest; in which event, Borrower agrees to pay to Lender, upon demand, such additional sums which, together with and In addition to ie minimum monthly payment then In effect, will be sufficient to pay in full all such accrued unpaid Interest on the due date of each month! payment hereunder. In the event of such increases in interest rate between Payment Change Dates, Borrower under.stands that unpaid pr! ipal due on the Note may not be reduced by Borrower's monthly payments and that the amount of the final payment due on the Note ma be greater than any prior estimate. I Unless otherwise agreed or required by applicable Jaw, payments will be applled first to any accrued unpaid Interest; the~ 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 .t such other place as Lender may designate 1n writing. ' VARIABLE INTEREST RATE. The Interest rate on this Note is subject to change from time to time based on changes ini 1 n independent index which is the PRIME RATE AS PUBLISHED IN THE WALL STREET JOURNAL (the "Index"). The Index Is not necessarily th lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitut Index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not o cur more often than each MONTH. Borrower understands that Lender may make loans based on other rates as well. Interest on the unpaid pri cipal balance of this Note wlll be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 0.500 perce tage points over the Index. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate alloweid by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (Al increase Bofrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover a$cruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and incr~ase Borrower's final --~ ! I INTEREST CALCULATION METHOD. Interest on this Note Is computed on a 365/360 basis; that Is, by applying the ratlp of the Interest rate over a year of 360 days, multlplled by the outstanding principal balance, multiplied by the actual number of days th~ principal balance fa outstanding. All Interest payable under this Note Is computed using Jtff• t!~hod. This calculatlon method results In a hl~hor affective Interest rate than the numeric Interest rate stated In this Note. Unltlal Here \ll 9[ ) I PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early pay~ents will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payme t schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agre s not to send Lender payments marked "paid in full", "without recourse", or similar language, If Borrower sends such a payment, Lender ~ay 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~ayment constitutes "payment In full" of the amount owed or that Is tendered with other conditions or llmltatlons or as full satisfaction of a dlsp tad amount must be mailed or delivered to: CATHAY BANK, a California Banking Corp.; UNION CITY OFFICE; 1701 DECOTO ROAD; UNION Cl , CA 94587. I LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 6,000% of the unpaid portion of th~ regularly scheduled payment, i INTEREST AFTER DEFAULT. 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 {ROefault Rate Margin"). The Default Rate Margin shall also apply to each su ceeding interest rate change that would have applied had there been no default. 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 falls to comply with or to perform any other term, obligation, covenant or condition contai ad 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 ny other agreement between Lender and Borrower. PROMISSORY NOTE {Continued) . ' Page 2 Default in Favor of Third Parties, Borrower or any Granter defaults under any loan, extension of credit, security af,reement, purchase or 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 ability to repay this Note or perform Borrower's obligations under this Note or any of the related documen s. ' Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or ~ondltion contained in any environmental agreement executed 1n connect1on with any loan. ! False Statements, Any warranty, representation or statement made or furnished to Lender by Borrower or on Borro\o/er'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 furn~hed 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 me~ber withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the l~olvency 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 Proceadings. Commencement of foreclosure or forfeiture proceedings, whether by judicial jproceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collat1ral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this 1Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which ls the ~asls of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits fNith Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, !n its sole discretion, las being an adequate reserve or bond for the dispute. I Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of thJ indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guarant~ of the indebtedness evidenced by this Note. j Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the pr~spect of payment or performance of this Note is Impaired. ! LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all aO:crued unpaid interest immediately due, end 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 p~y. Borrower will pay Lender th~t amount._ T_hls in~ludes, subje~t to any limits under applicable law, Len_der's _attor~eys' fees and Len?er's legal I expenses, whether or not there 1s a lawsuit, mcludmg attorneys fees, expenses for bankruptcy proceedings (including efforts to modify or vac~e any automatic stay or injunction), and appeals. Borrower also will pay any court costs, in addition to all other sums provided by law. ! JURY WAIVER. To the extent permitted by applicable law, Lender and Borrower hereby waive the right to any ju~y trial In any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. I ' GOVERNING LAW. This Note wiU be governed by federal law applicable to Lender and, to the extant not preempted by faideral law, the laws of the State of California without regard to Its conflict& of law provisions. This Note has been accepted by Lender In the Stat~ of Callfomla, CHOICE OF VENUE. If there Is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the cour~ of Alameda County. State of California. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described In the security lnstrumenk listed herein: a Deed of Trust dated Match 5, 2015, to a trustee in favor of lender on real property located in Alameda County, State of Calif~rnia. That agreement contains the following due on sale provision: Lender may, at Lender's option, declare immediately due and payable all 1sums 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 a~y 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; w~t!tether 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, lease-option contract, or by sale, assignment, or transfer of an 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 Pro erty. If any Borrower is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twe ty-five percent (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 exercise is prohibited by applicable law. i I NO CONTRACTUAL OBLIGATION FOR REFINANCE. Borrower understands and agrees that Lender is not obligated to re1inance or extend the term of this Note upon or any time after the Final Payment or Maturity Date. ' PAYMENTS APPLICATION. Notwithstanding anything contained in this Note to the contrary, Interest payable on the~1outstanding principal balance shall be calculated, and each payment shall be applied by Lender, as if received on the specified due date for sue payment. Borrower acknowledges and agrees that Lender will not make any adjustments to the allocation of any payments made hereunder, ven if such payments are not actually received on the applicable payment due date, ! WAIVER OF CONFIDENTIALITY OF BUSINESS ADDRESS, Borrower hereby waives any rights to keep business addjess on file with the Department of Motor Vehicles, or equivalent governmental agency ("DMV") confidential from Lender. Borrower authoriz:~s Lender, its agents, successors, and assigns to obtain business address from the DMV when lender has legitimate need for this information, j IINlTIAU ARBITRATION. Lender and Borrower and Guarantor agree that all disputes, claims and controversies baleen them, whether individual, 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 Supplemental 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 includes, without limitation, obtalnlng injunctive relief or a temporary restraining order; invoking a power of sale under I any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal proper , including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. An disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any collater ! securing the Note, Guaranty, or any other loan document, including without limitation, any claim to rescind, reform, or otherwise modify any agreement relating to the collateral securing the Nata or Guaranty shall also be arbitrated, provided however that no arbitrator shall have the ight or the power to enjoin or restrain any act of any party. Lender and Borr0wer and Guarantor agree that in the event of an action for judicia foreclosure pursuant to California Code of Civil Procedure Section 7 26, or any similar provision in any other State, the commencement of s ch an action will not PROMISSORY NOTE (Continued) Page 3 I constitute a waiver of the right to arbitrate and the court shall refer to arbitration as much of such action, including cou;terclaims, as /awfully may be referred to arbitration. Judgment upon any award rendered by any arbitrator may be entered in any court ha ing 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 ln California Code of Civil Procedure Section 632, and the parties specifically res rve the right, upon a petition to vacate, to have any such award reviewed and vacated upon the same grounds as would result in reversal on a peal from a judgment after trlal by court. Nothing In the Note or Guaranty shall preclude any party from seeking equitable relief from a court of ompetent jurisdiction. The statute of limitations, estoppal, waiver, laches, and similar doctrines which would otherwise be applicable in an acti n brought by a party shall be applicable In any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the ~ommencement of an action for these purposes. I To the extent not provided by this agreement, Including the Rules Incorporated herein, arbitration hereunder shall be iverned by California arbitration law. Arbitration shall be conducted in California, in English and, unless otherwise agreed to by the parties with aspect to a particular dispute, shall be heard by a panel of three arbitrators. The arbitrators in any arbitration shall be experienced in the area of law raised by the subject matter of the dispute. Lists of prospective arbitrators shall include retired judges. Notwithstanding the AAA rul s, (a) any party may strike from a 11st of prospective arbitrators any individual who is regarded by that party as not appropriate for the di pute; and (bl, If the arbitrator appointment cannot be made from the initial list of prospective arbitrators circulated by the AAA, a second an , if necessary, a third list shall 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 all the terms and conditions of a Business Loan Ag eement of even date herevyith together with any and a!I modifications and replacements thereof, SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, per onal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. i GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lendir may delay or forgo enforcing any of its rights or remedies under this Note without losing them, Borrower and any othar person who signs, g arantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, a, d notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Notle, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender njiay 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 up()n or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notic~ 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 ~horn the modification is made. The obllgations under this Note are joint and several. ' PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLU ING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER:· US IMMlrA ~ION ~VE~j/v'ENT CENTER LLC By: (&;,tlJ~lt VIOLET PARVARANDEH, Managing Member of US IMMIGRATION INVESTMENT CENTER LLC Exhibit B RECORDATION REQUESTED BY: RECORDING REQUESTED 8" STEWART fflLE OF CALIFORNIA, INC, ____ 7_w_✓O __ - Z>__/ 1 §'c> -/({LI o 07 WHEN RECORDED MAIL TO: CATHAY BANK, a Callfomla Banking Corp. UNION CITY OFFICE 1701 DECOTO ROAD UNION CITY, CA 94587 STEWARTTITLEOFC FOR RECD DER'S USE ONLY DEED OF TRUST THIS DEED OF TRUST is dated March 5, 2015, among US IMMIGRATION INVESTMENT ENTER LLC a California limited liability company, whose address is 560 S. WINCHESTER BLVD., SUITE #5 0, SAN JOSE, CA 95128 ("Trustor"l; CATHAY BANK, a California Banking Corp., whose address is UNIO] CITY OFFICE. 1701 DECOTO ROAD, UNION CITY, CA 94587 (referred to below sometimes as "Lender" an sometimes as "Beneficiary"); and CHICAGO TITLE COMPANY, A CALIFORNIA CORPORATION, whose addre sis 560 EAST HOSPITALITY LANE, SAN BERNARDINO, CA 92408 (referred to below as "Trustee"), , i CONVEYANCE AND GRANT. For valuable consideration, Trustor Irrevocably grants, transfers and assigns to Trustee iltrust, with power of sale, for the benefit of Lander as Beneficiary, al! of Trustor's rfght, title, and Interest In and to the following desc bed real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, r ghts of way, and appurtenances; all water, water rights and ditch rights (Including stock in utll!ties with ditch or Irrigation rights); a d all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and si ilar matters, (the "Real Property") located in Alameda County, State of California: ! ' Saa Exhibit "A" Legal Description Attached Hereto and By This Reference Is Made A Part Heleof. The Real Property or Its address is commonly known as 2332 Harrison Street, Oakland. CA 94612. The Assessor's Parcel Number for the Real Property is 010-0768-005. Truster presently assigns to Lender (also known as Beneficiary in this Deed of Trust) all of Trustor's right, title1 and in erest in and to all present and future leases of the Property and all Rents from the Property, This is an absolute assignment of Rents njiade in connection with an obligation secured by real property pursuant to California Civil Code Section 2938, In addition, Truster grants tcj, lender a Uniform Commercial Code security interest In the Personal Property and Rents. I THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENT$ AND PERSONAL PROPERTY, IS GIVEN TO SECURE (Al PAYMENT OF THE INDEBTEDNESS AND (Bl PERFORMANCE OF ANY ANDf,LL OBLIGATIONS OF THE TRUSTOR UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TR~ST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: 1 ' PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Truster shall pay to lender all a aunts secured by this Deed of Trust as they become due, end shall strictly and in a timely manner perform all of Truster's obligations u der the Note, this Deed of Trust, and the Related Documents. POSSESSION AND MAINTENANCE OF THE PROPERTY. Trustor agrees that Trustor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default, Trustor may (1) remain in possession and cont ol of the Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property. 1 ' Duty to Maintain. Trustor shall maintain the Property In tenantable condition and promptly perform all repairs, 1replacements, and maintenance necessary to preserve its value. 1 Nuisance, Waste. Trustor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any strip~ng of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Trustor will not move, or grant to any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, grave or rock products without Lender's prior written consent. , Removal of Improvements. Truster shall not demolish or remove any Improvements from the Reel Property wltJout Lender's prior written consent. As a condition to the removal of any Improvements, lender may require Truster to make arrang~ments satisfactory to Lender to replace such Improvements with Improvements of at least equal value. I Lender's Right to Enter. Lander and Lender's agents and representatives may enter upon the Real Property at all r asonable times to attend to Lender's Interests and to inspect the Real Property for purposes of Truster's compliance with the term and conditions of this Deed of Trust. DEED OF TRUST (Continued) Page 2 Compliance with Governmental Requirements. Trustor shall promptly comply with all laws, ordinances, and r gulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, Including wit out limitation, the Americans With Disabilities Act. Truster may contest in good faith any such law, ordinance, or regulation and w thhold compliance during any proceedfng;-lnclodlng approp7Ufte1ip-p-e-ais--;-soto_n_g_ifslru:nor-ha·,r·n·otified·tena'er1nwn ing prior o mng so an so ong aS~ in Lender's sole opinion, Lender's interests ln the Property are not jeopardized. Lender may require Truster to pas~ adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. 1 Duty to Protect. Trustor agrees neither to abandon or leave unattended the Property, Trustor shall do all other i cts, in addition to those acts set forth above In this section, which from the character and use of the Property are reasonably neces 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 su s secured by this Deed of Trust upon the sale or transfer, without Lender's prior written consent, of aU 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 Prop rty; 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 sate, assignment, r 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· terest in the Real Property. If any Truster is a corporation, partnership or limited liability company, transfer also includes any change In wnership of more than twenty~five percent (25%) of the voting stock., partnership interests or limited liability company interests, as the ca e may be, of such Truster, However, this option shall not be exercised by Lender if such exercise is prohibited by applicable law. ' TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust: Payment. Truster shall pay when due (and In all events at least ten {10) days prior to delinquency) all taxies, special taxes, assessments, charges (including water and sewer), fines and Impositions levied against or on account of the Proptrty, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Truster !shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except fdr the lien of taxes and assessments not due and except as otherwise provided ln this Deed of Trust. ! Right to Contest. Trustor may withhold payment of any tax, assessment, or claim in connection with a good fall dispute over the obligation to pay, so long as Lender's Interest in the Property is not jeopardized. If a lien arises or is filed as a res It of nonpayment, Truster shall within fifteen (16) days after the lien arises or, if a lien is filed, within fifteen {15) days after Trusto has notice of the filing, secure the discharge of the lien, or If requested by Lender, deposit with Lender cash or a sufficient corpor ta surety bond or other security satisfactory to Lender in an amount sufficient to discharge the Hen plus any costs and attorneys' fee , or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Truster shall defend Itself anr, Lender and shall satisfy any adverse judgment before enforcement against the Property, Trustor shall name Lender as an additional 1obligee under any surety bond furnished in the contest proceedings. ! Evidence of Payment, Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes oj assessments and shall authorize the appropriate governmental official to dellver to Lender at any time a written statement of the taxe~ and assessments against the Property. : I Notice of Construction. Truster shall notify Lender at least fifteen {15) days before any work is commenced,! any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien co~ld be asserted on account of the work, services, or materials. Truster will upon request of Lender furnish to Lender advance assuran~es satisfactory to Lender that Truster can and will pay the cost of such Improvements, I PROPERTY DAMAGE INSURANCE. The following provisions relating to Insuring the Property are a part of this Deed of T~ust. Maintenance of Insurance. Truster shall procure and maintain policies of fire insurance with standard e~tended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Proprty in an amount sufficient to avoid appllcation of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. 1 Truster shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request! with Trustee and Lender being named as additional insureds in such liabllity Insurance policies. Additlonally, Trustor shall m~intain such other insurance, including but not limited to hazard, business interruption, and boiler insurance, as Lender may r asonably require, Notwithstanding the foregoing, in no event shall Truster be required to provide hazard insurance in excess of the re lacement value of the improvements on the Real Property, Policies shall be written in form, amounts, coverages and basis reason bly acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Truster, upon request of Len er, will deliver to will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender. Each insuranc policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired In any way by any act, omi sion or default of Truster or any other person, Should the Real Property be located In an area designated by the Administrator of the ederal Emergency Management Agency as a special flood hazard area, Truster agrees to obtain and maintain Federal Flood Insurance, f available, within 45 days after notice is given by Lender that the Property is loca~ed in a special flood hazard area, for the full unpai principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under , e National Flood Insurance Program, or as otherwise required by Lender, and to maintain such Insurance for the term of the loan. Application of Proceeds, Truster shall promptly notify Lender of any loss or damage to the Property, Lender may~ake proof of loss if Truster falls to do so within fifteen ( 15) days of the casualty, !f in Lender's sole judgment Lender's security Inter st in the Property has been impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply e proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the1 Property. If the proceeds are to be applied to restoration and repair, Truster shall repair or replace the damaged or destroyed I provements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Trustor ram the proceeds for the reasonable cost of repair or restoration If Truster is not in default under this Deed of Trust. Any proceeds w lch have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of th Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the rema nder, if any, shall DEED OF TRUST (Continued) Pago 3 be applied to the principal balance of the Indebtedness, If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Truster as Truster's interests may appear. ' Trustor's Re ort on Insurance. U on re uest of Lender, however not more than once a ear Truster shall furnish to Lender a rE;ip_ort On 88Ch existing policy of insurance showing: {1) the name of the Insurer; (2) the risks insured; (3) the amoun of the -poliC)I-; (4) the property insured, the then current replacement value of such property, and the manner of determining that lue; and (5) the expiration date of the policy. Truster shall, upon request of Lender, have an independent appraiser satisfactory t~ Lender determine the cash value replacement cost of the Property. ' I LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's Interest irli the Property or if Truster falls to comply with any provision of this Deed of Trust or any Related Documents, Including but not limited to ITrustor's failure to discharge or pay when due any amounts Trustor is required to discharge or pay under this Deed of Trust or any RelatedJocuments, 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 all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed the Property and paying all costs for insuring, malntaining and preserving the Property. All such expenditures incurred or paid by Lende 1 r, 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 repaym nt by Truster, All such expenses wlll become a part of the Indebtedness and, at Lender's option, will (Al 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 eit er (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment whi h will be due and payable at the Note's maturity, The Deed of Trust also will secure payment of these amounts. Such right shall be in ddition to all other rights and remedies to which Lender may be entitled upon Default. I WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed pt Trust: I Title, Truster warrants that: (a) Truster holds good and marketable title of record to the Property in fee simple, ffee and clear of all tlens and encumbrances other than those set forth in the Real Property description or In any title insurance policy, ~itle report, or final title opinion issued ln favor of, and accepted by, Lender in connection with this Deed of Trust, and (bl Trustotj has the full right, power, and authority to execute and deliver thls Deed of Trust to Lender. i Defense of Thie. Subject to the exception in the paragraph above, Trustor warrants and will forever defend the ~tie to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions T ustor's title or the Interest of Trustee or Lender under this Deed of Trust, Trustor shall defend the action at Trustor's expense. rustor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represente in the proceeding by counsel of Lender's own choice, and Trustor will deliver, or cause to be delivered, to Lender such lnstrume ts as Lender may request from time to tlme to permit such participation, Compliance With Laws. Truster warrants that the Property and Trustor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and agreements made by Truster in this Deed of Trust shall survive the execution and delivery of this Deed of Trust, shall be continuing in nature, and shall remain In f, II force and effect until such time as Truster's Indebtedness shall be paid [n full. ! CONDEMNATION. The following provisions relating to eminent domain and Inverse condemnation proceedings are a PF'rt of this Deed of Trust: 1 Proceedings. If any eminent domain or inverse condemnation proceeding is commenced affecting the Property, TrJstor shall promptly notify Lender in writing, and Truster shall promptly take such steps as may be necessary to pursue or defend the adt~!on and obtain the award. Trustor may be the nominal party in any such proceeding, but Lender shall be entitled, at its election, t participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Trustor will deliver or caus to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Net Proceeds. If any award ls made or settlement entered Into in any condemnation proceedings tffecting all or any part of the Property or by any proceeding or purchase in lieu of condemnation, Lender may at its election, and tot e extent permitted by law, require that all or any portion of the award or settlement be applied to the Indebtedness and to the repayme t of all reasonable costs, expenses, and attorneys' fees incurred by Trustee or Lender in connection with the condemnation proceedin~s. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relatirlp to governmental taxes, fees and charges are a part of this Deed of Trust: , ! Current Taxes, Fees and Charges. Upon request by Lender, Trustor shall execute such documents 1n addition toihis Deed of Trust and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Prop rty. Truster shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or c ntinuing this Deed of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or regis ering this Deed of Trust. ! I Taxes. The following shall constitute taxes to which this section applies: 11 f a specific tax upon this type of De~d of Trust or upon all or any part of the Indebtedness secured by this Deed of Trust; (2) a specific tax on Truster which Trustpr is authorized or required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (3) a tax on this tvRe of Deed of Trust chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the ifldebtedness or on payments of principal and interest made by Trustor. I I Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed of Trtt, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of Its available remedies for an vent of Default as provided below unless Trustor either { 1) pays the tax before it becomes delinquent, or (2) contests the tax as pr vided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satlsf ctory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The fo!!owing provisions relating to this Deed of Trust as a securi y agreement are a part of this Deed of Trust: DEED OF TRUST (Continued) Page 4 Security Agreement. This Instrument shall constitute a Security Agreement to the extent any of the Property cons itutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as a_me11_ct~dJ~o_l'D -~ime_t~ofim~•~·----------- Security Interest. Upon request by Lender, Truster shall take whatever action Is requested by Lender to perfect an continue Lender's security interest in the Rents and Personal Property, Truster shall reimburse Lender for all expenses incurr ,d in perfecting or continuing this security interest. Upon default, Truster shall not remove, sever or detach the Personal Property !from the Property. Upon default, Trustor shall assemble any Personal Property not affixed to the Property In a manner and at ' place reasonably convenient to Truster and Lender and make it available to Lender within three (3) days after receipt of written dem~nd from Lender to the extent permitted by applicable law. ! Addresses. The mailing addresses of Trustor (debtor} and Lender (secured party) from which information conc~rning the security interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are asf stated on the first page of this Deed of Trust. I FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-ii!i-fact are a part of this Deed of Trust: j Further Assurances. At any time, and from time to time, upon request of Lender, Truster will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to Iba filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem apprbpriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statemehts, Instruments of further assurance, certificates, and other documents as may, In the sole cplnion of Lender, be necessary or d~sirable in order to effectuate, complete, perfect, continue, or preserve (1) Trustor's obligations under the Note, this Deed of Tru+t, and the Related Documents, and (2) the liens and security interests created by this Deed of Trust as first and prior liens on the! Property, whether now owned or hereafter acquired by Trustor. Unless prohibited by law or Lender agrees to the contrary in w~iting, Trustor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. 1 Attorney-in-Fact. If Trustor farts to do any of the things referred to In the preceding paragraph, Lender may do so ~r and In the name of Truster and at Trustor's expense. For such purposes, Trustor hereby irrevocably appoints Lender as Truster's 1 anorney-ln-fact for the purpose of making, executing, delivering, filing, recording, and doing alt other things as may be necessary or deisirable, in Lender's sole opinion, to accomplish the matters referred to In the preceding paragraph. ! FULL PERFORMANCE. If Truster pays all the Indebtedness when due, and otherwise performs all the obligations im osed upon Truster under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall exe ute and deliver to Truster suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Lender may charge Truster a reasonable reconveyance fee at the time of reconveyance. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Deed of Trust: Payment Default. Trustor fails to make any payment when due under the Indebtedness, Other Defaults. Truster fails to comply with or to perform any other term, obligation, covenant or condition contai ad in this Deed of Tfust or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or conditi~n contained in any other agreement between Lender and Truster. i Compliance Default. Failure to comply with any other term, obllgation, covenant or condition contained in this Dee1 of Trust, the Note or in any of the Related Documents. : Default on Other Payments. Failure of Truster within the time required by th!s Deed of Trust to make any patment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. : Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or ¢ondition contained in any envlronmental agreement executed in connection with the Property. i Default In Favor of Third Parties, Should Grantor default under any loan, extension of credit, security agreementJ purchase or sales agreement, or any other agreement, In favor of any other creditor or person that may materially affe.ct any of Gr~ntor's property or Grantor's abi!lty to repay the Indebtedness or Grantor's ability to perform Grantor's obligations under this Deed of Wrust or any of the Related Documents. I False Statements. Any warranty, representation or statement made or furnished to Lender by Trustor or on Trustods behalf under this Deed of Trust or the Related Documents is false or misleading In any material respect, either now or at the time m~de or furnished or becomes false or misleading at any time thereafter. i ' Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effeft (including failure of any collateral document to create a valid and perfected security Interest or lien) at any time and for any reason. I Death or Insolvency. The dissolution of Trustor's (regardless of whether electlon to continue Is made), any mem~er withdraws from the limited llabillty company, or any other termination of Trustor's existence as a going business or the death o any member, the insolvency of Trustor, the appointment of a receiver for any part of Truster's property, any assignment for the bane it of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or gainst Truster. Creditor or Forfeiture P. roceedings, Commencement of foreclosure or forfeiture proceedings, whether by judicial piceeding, self•help, repossession or any other method, by any creditor of Truster or by any governmental agency against any pr perty securing the Indebtedness. This includes a garnishment of any of Trustor's accounts, including deposit accounts, with Len er. However, this Event of Default shall not apply if there is a good faith dispute by Trustor as to the validity or reasonableness of th claim which is the basis of the creditor or forfeiture proceeding and if Truster gives Lender written notice of the creditor or forfeit re proceeding and deposits wlth Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined b Lender, in Its sole discretion, as being an adequate reserve or bond for the dispute. DEED OF TRUST (Continued) Page 5 Breach of Other Agreement. Any breach by Trustor under the terms of any other agreement between Truster an~ Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any ind19btedness or other obligation of Truster to Lender, whether existing now or later. ! Events Affecting Guarantor. Any of the preceding events occurS--WTffi -respect to any Guarantor of any of the l~debtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of th~ Indebtedness. ' Adverse Change. A material adverse change occurs in Truster's flnanclal condition, or Lender believes the pros~ect of payment or performance of the Indebtedness is impaired. ! RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any time thereafter,! Trustee or Lender may exercise any one or more of the following rights and remedies: ' Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and ~n election to make expenditures or to take action to perform an obligation of Truster under this Deed of Trust, after Truster's failure tq perform, shall not affect Lender's right to declare a default and exercise its remedies. ! Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire lndebidness secured by this Deed of Trust Immediately due and payable by delivery to Trustee of written declaration of default and demlnd for sale and of written notice of default and of election to cause to be sold the Property, which notice Trustee shall cause to e filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, the Note, other documents requested by Trustee, and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following th recordation of the notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Tr star, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels, and in suph order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of !sale. Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and I from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement i~ accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but withoul any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the tr thfulness thereof. Any person, Including Trustor, Trustee or Beneficiary may purchase at such sale. After deducting all costs, fee 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, with accrued interest at the amount allow d by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally e titled thereto. Judicial Foreclosure. With respect to all or any part of the Real Property, Lender shall have the right in lieu of forec,osure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law, I UCC Aomedles. With respect to all or any part of the Personal Property, Lender shall have all the rights and rempdies of a secured party under the Uniform Commercial Code, including without limitation the right to recover any deficiency in the ma~ner and to the full extent provided by California law, 1 I Collect Rents, Lender shall have the right, without notice to Truster to take possession of and manage the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, agains~ the Indebtedness. In furtherance of thls right, Lender may require any tenant or other user of the Property to make payments of rent ~r use fees directly to Lender, If the Rents are collected by Lender, then Truster irrevocably designates Lender as Truster's attorney~~in-fact to endorse instruments received in payment thereof in the name of Truster and to negotiate the same and collect the proce ds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the pa ments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagra ,h either in person, by agent, or through a receiver, i Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part ofi1the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to coll ct the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The ecelver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the ap~arent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person1trom serving as a -n~ i ' Tenancy at Sufferance, If Truster remains in possession of the Property after the Property is sold as provide 1 above or Lender otherwise becomes entitled to possession of the Property upon default of Truster, Truster shall become a tena t at sufferance of Lender or the purchaser of the Property and shall, at lender's option, either {1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender, I Other Remedies, Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note lor available at law or in equity, : Notice of Sale. Lender shall give Trustor reasonable notlce of the time and place of any public sale of the Personal! Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonablej notice shall mean notice given at least ten (10) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. I Sale of the Property. To the extent permitted by applicable law, Truster hereby waives any and all rights to r:ave the Property marshalled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the P operty together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Attorneys' fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trult, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is Involved, and to the extent not prohibited by !aw, all reasonable expenses Lender Incurs that in L~nder's opinlon are necessary at any time for the protection of its Interest or the enforcement of its rights shall become a part of the Ind btedness payable DEED OF TRUST (Continued) Page 6 on demand and shall bear interest at the Note rate from the date of the expenditure until repaid, Expenses covere by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lendef's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or - -----;,,acate a.,~ auto111atic stay 01 h,fu11ctlon-h----ap-pea-fs,---and-any .. --anticipated---i-,ust-judg,11e11t collectlo11 se,vices, tl,e least or sea1cl1it1g records, obtainlng title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurancl, and fees for the Trustee, to the extent permitted by apphcable law. Truster also will pay any court costs, in addition to all other sums provided by law. Rights of Trustee, Trustee shall have all of the rights and duties of Lender as set forth In this section. POWERS ANO OBLIGATIONS OF TRUSTEE, The following provisions relatlng to the powers and obligations of Trust e are part of this Deed of Trust: Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power toltake the following actions with respect to the Property upon the written request of Lender and Trustor: (a) join in preparing and filit a map or plat of the Rea! Property, including the dedication of streets or other rights to the public; (b) join In granting any easem nt or creating any restriction on the Real Property; and (cl join in any subordination or other agreement affecting this Deed of Trus or the interest of Lender under this Deed of Trust. ! Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trJst deed or lien, or of any action or proceeding in which Truster, Lender, or Trustee shall be a party, unless the action or proceeiing is brought by Trustee. , Trustee. Trustee shall meet all qualifications required for Trustee under applicable law. In addition to the rights! and remedies set forth above, with respect to all or any part of the Property, the Trustee shall have the right to foreclose by notice arid sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent profided by applicable law. ! Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor Trustee to any Trust~e appointed under this Deed of Trust by an instrument executed and acknowledged by Lender and recorded in the office of the re~order of Alameda County, State _of California, The instrument shall contain, in addition to all other matters required by state law,I the names of the original Lender, Trustee, and Truster, the book and page where this Deed of Trust is recorded, and the name nd address of the successor trustee, and the instrument shall be executed and acknowledged by Lender or Its successors in intere t. The successor trustee, without conveyance of the Property, shall succeed to all the title, power, and duties conferred upon the T ustee In thls Deed of Trust and by appllcable law. This procedure for substitution of Trustee shall govern to the exclusion of all o her provisions for substitution. Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged is made a public record as provided by law. NOTICES. Any notice required to be gfven under this Deed of Trust 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 recognize~ overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, direct* to the addresses shown near the beginning of this Deed of Trust. Truster requests that copies of any notices of default and sale be di acted to Truster's address shown near the beginning of this Deed of Trust. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shafl be sent to Lender's address, as shown near the beginning of this Deed of Trust. Any pa ty may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purp se of the notice is to change the party's address. For notice purposes, Trustor agrees to keep Lender informed at all times of Truster' current address. Unless otherwise provided or required by law, if there is more than one Truster, any notice given by Lender to any Trust r is deemed to be notice given to all Trustors. STATEMENT OF OBLIGATION FEE, Lender may collect a fee, not to exceed the maximum amount permitted by law, for furnishing the statement of obligation as provided by Section 2943 of the Civil Code of California. UNITIALJ ARBITRATION. Lender and Borrower and Guarantor agree that all disputes, claims and controversies betw en them, whether individual, joint, or class in nature, arising from the Note, Guaranty, or any other loan document, including without llmi atlon contract and tort dfsputes, shall be arbltrated pursuant to the rules of the American Arbitration Association ("AAA") in accordance ith its Commercial Arbitration Rules and Supplemental Procedures for Financial Services Disputes, upon request of either party. No act to I take or dispose 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 ot a temporary restraining order; invoking a powe 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 Co mercial Code, Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any rig t, concerning any collateral securing the Note, Guaranty, or any other loan document, including without limitation, any claim to rescind, re arm, or otherwise modify any agreement relating to the collateral securing the Note or Guaranty shall also be arbitrated, provided howeve that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Lender and Borrower and Guarantor agree t at in the event of an action for judicial foreclosure pursuant to California Code of Civil Procedure Section 726, or any similar provision in a y other State, the commencement of such an action will not constitute a waiver of the right to arbitrate and the court shall refer to arbi ration 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. The arbitrators shall not have power to make an award of $1,0 million o more against any party to an arbitration unless it is in the form of a statement of decision as described in California Code of Civll Procedur Section 632, and the parties specifically reserve the right, upon a petition to vacate, to have any such award reviewed and vacated upon the same grounds as would result in reversal on appeal from a judgment after trial by court. Nothing in the Note or Guaranty shall prec!Yde any party from seeking equitable relief from a court of competent jurisdiction, The statute of limitations, estoppal, waiver, laches, a~d similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration pr ceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. DEED OF TRUST (Continued) Page 7 To the extent not provided by this agreement, includlng the Rules incorporated herein, arbitration hereunder shall be gov med by Californfa 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 be heard by a panel of three arbitrators. The arbitrators in any arbitration shall be experienced i the areas of law raised by the subJect matter ~Ofl:tie dispute. lists of prospective arfiftrators shall Include retired Judges;-NotWfffiStarlamg t e rues, a) any party may strike from a list of prospective arbitrators any individual who is regarded by that party as not appropri e for the dispute; and (bl, if the arbitrator appointment cannot be made from the initial list of prospective arbitrators circulated by the AA , a second and, If necessary, a third list shall be circulated and exhausted before the AAA is empowered ta make the appointment. The Federal Arbitration Act shall apply ta the construction, interpretation, and enforcement of this arbitration provision. I ABSOLUTE ASSIGNMENT OF RENTS AND LEASES. If requested by Beneficiary, Truster shall submit to Beneficiary f r its prior written approval any lease of the improvements or any portion thereof. Trustor shall provide Beneficiary with true, correct and omplete copies of all leases, together with such other information relating to the leases as Beneficiary shall reasonably request. Trust 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 I ses affecting the Property. Leases as used herein Include any extensions or renewals thereof and any amendments thereto consented ta by Beneficiary, Truster shall perform and carry out all of the provisions of the leases to be performed by Trustor and shall appear in and defend any action in which the validity of any lease is at issue and shall commence and maintain any action or proceeding necessary to es ablish or maintain the validity of any lease and to enforce the provisions thereof. Trustor shall immediately give notice to Beneficiary of an default under any of the leases it receives or delivers, Beneficiary shall have the right, but not the obligation; to cure any default of Trust r under any of the leases and alt amounts disbursed in connection with said cure shall be deemed to be disbursements under the lndebtedn ss. SUBORDINATION OF LEASES. Each tease on any portion of the Property shall be absolutely subordinate to the lien of -his Deed of Trust but shall contain a provision satisfactory to Beneficiary that in the event of the exercise of the private power of sale or a udicial foreclosure hereunder such lease, at the option of the purchaser at such sale, shall not be terminated and the tenant thereunder s all 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 ng upon the same terms and conditions. Each such lease shall, at the request of Beneficiary, be assigned to Beneficiary upon Beneficiar 's approved form and each such assignment shall be recorded and acknowledged by the tenant thereunder. ABSOLUTE ASSIGNMENT OF CONTRACTS. In addition ta any other grant, transfer or assignment effectuated here y, without in any manner limiting the generality of the grants in the Conveyance and Grant section hereof, Trustor shall assign to Benefici ry, as security for the Indebtedness secured hereby, Truster's interest in all agreements, contracts, leases, licenses and permits affecting he Property in any manner whatsoever. Such assignments to be made, If so requested by Beneficiary, by instruments in form satisfactory to Beneficiary but no such assignment shall be construed as a consent by Beneficiary to any agreement, contract, license or permit so assi ned, or to impose upon Beneficiary any obligations with respect thereto. BOOKS AND RECORDS. Truster shall maintain, or cause to be maintained, proper and accurate books, records and ace unts reflecting all items of income and expense in connection with the operation of the Real Property or in connection with any servi es, equipment or furnishings provided in connection with the operation of the Real Property, whether such income or expense be realize by Truster or by any other person or entity whatsoever excepting persons unrelated to and unaffiliated with Trustor and who leased fro Truster portions of the Real Property for the purposes of occupying the same. Upon the request of Beneficiary, Truster shall prep re and deliver to Beneficiary such financlal statements regarding operation of the Property as Beneficiary may reasonably request, Beneficiary, or its designee, shall have the right from time to time during normal business hours to examine such books, records and ace unts and to make copies or extracts therefrom. I MISCELLANEOUS PROVISIONS. The followlng miscellaneous provisions are a part of thls Deed of Trust: I Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and 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 be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. I Annual Reports. If the Property ls used for purposes other than Truster's residence, Truster shall furnish to LendJr, upon request, a certified statement of net operating income received from the Property during Truster's previous fiscal year in suchlorm and detail as Lender shall require. "Net operating income" shall mean all cash receipts from the Property less all cash exp nditures made In connection with the operation of the Property. Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be ed to interpret or define the provisions of this Deed of Trust. f Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other intere t or estate in the Property at any time held by or for the benefit of Lender in any capacrty, without the written consent of Lender. Governing Law. This Deed of Trust will be governed by federal law applicable to Lender and, to the extent not priempted by federal Jaw, the laws of the State of California without regard to Its conflicts of law provisions. This Deed of Trust has been accepted by Lender In the State of California. Choice of Venue, If there is a lawsuit, Truster agrees upon Lender's request to submit to the jurisdiction of the fourts of Alameda County, State of California. i No Waiver by Lender, Lender shall not be deemed to have waived any rights under this Deed of Trust unless sue I waiver is given in wrlting and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate a a waiver of such right or any other right. A waiver by Lender of a provision of this Deed of Trust shall not prejudice or constitute a aiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Deed of Trust. o prior waiver by Lender, nor any course of dealing between Lender and Truster, shall constitute a waiver of any of Lender's rghts or of any of Truster's obligations as to any future transactions. Whenever the consent of Lender is required under this Deed of rust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances whe e such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. DEED OF TRUST (Continued) Page 8 Severablllty, If a court of competent jurisdiction finds any provision of this Deed of Trust to be illegal, invalid, or u enforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to a·ny oth r circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending • · · · · · · • d---by- -law,. -the - illegality, invalidity, or unenforceabillty of any provision of this Deed of Trust shall not affect the legality, validity r enforceability of any other provision of this Deed of Trust. Successors and Assigns. Subject to any limitations stated In this Deed of Trust on transfer of Truster's interest, his Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Truster, Lender, without notice to Truster, may deal with Truster's successors wit reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Truster from the obligati ns of this Deed of Trust or liability under the Indebtedness, Tlme Is of the Essence. Time is of the essence in the performance of thls Deed of Trust, I Waive Jury. To the extent permitted by appllcable law, all parties to this Deed of Trust hereby waive the right to ~ny jury trial in any action, proceeding, or counterclaim brought by any party against any other party. I DEFINITIONS. The following capitalized words and terms shall have the followlng meanings when used in this Deelof Trust. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United tates of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context m y require. Words and terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms In the Uniform C mmerclal Code: Beneficiary, The word "Beneficiary" means CATHAY BANK, a California Banking Corp., and its successors and ass·ins. Borrower. The word "Borrower" means US IMMIGRATION INVESTMENT CENTER LLC and includes all co-sign rs and co-makers signing the Note and all their successors and assigns, Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among Truster, Lender, and Trustee, an Includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents. Default. The word "Defaultn means the Default set forth In this Deed of Trust in the section titled "Default". I Event of Default. The words ff Event of Default" mean any of the events of default set forth in this Deed of Trutt in the events of default section of this Deed o.f Trust. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the lndebt8dness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, includlng without limitation a guara~ty of all or part of --· i Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobil~ homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property, I Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses paya,le under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substit tions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Truster's obligations or ex enses incurred by Trustee or Lender to enforce Truster's obligations under this Deed of Trust, together with interest on such amounts as provided In this Deed of Trust. Lender, The word "Lender" means CATHAY BANK, a California Banking Corp., its successors and assigns. 1 Note. The word "Note" means the promissory note dated March 5, 2015, in the original princi~al amount of $11,228,000.00 from Truster to Lender, together with all renewals of, extensions of, modifications o , refinanclngs of, consolidations of, and substitutions for the promissory note or agreement. NOTICE TO TRUSTOR: THE N TE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of persona property now or hereafter owned by Trustor, and now or hereafter attached or affixed to the Real Property; together with all ace ssions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (Including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property, Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this eed of Trust. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan ag eements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreemen s and documents, whether now or hereafter existing, executed in connection with the Indebtedness; except that the words do not me n any guaranty or 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, nd other benefits 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 ass Is 560 EAST HOSPITALITY LANE, SAN BERNARDINO, CA 92408 and any substitute or successor trustees. Trustor. The word "Trustor" means US IMMIGRATION INVESTMENT CENTER LLC. DEED OF TRUST (Continued) Page 9 TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND TRUSTOR AGRE S TO ITS TERMS, INCLUDING THE VARIABLE RATE PRC>VISIONS OF THE NOTE SEC_URED BY THIS DEED OF TRUST. __ TRUSTOR: US IMMIGRATION INVESTMENT CENTER LLC By: t't/~~ vfo'.LET PARVARANDEH, Managing Member of us IMMIGRATION INVESTMENT CENTER LLC Member of US IMMIGRATION INVESTMENT CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the indlvldual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy or validity of that document. STATE OF ___ .l.(""Af'---J_ ___ _ COUNTY OF _-"-~"-c-'"~v&-:e:.....-'-" _t;::___;.'(_c.-'--,-"'v __ l ss ,) persopally appeared VIOLET PARVARANDEH, who proved to me on the basis oySatisfactory evidence to be the perso Y'whose name.ts) is/ar:B subscribed to the within instrument and acknowledged to ma that ,l:m/she/-;h'Y executed the same in t}Js) r/tpefr authorized capacity(~, _and that by ~/herltpefr signature(_s( on the instrument the person(,$(, or the entity upon behalf of which t e personJs(acted, executed the mstrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and orrect, WITNESS my hand and official seal. {Seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate 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 of California County of St.:'\/\.IT)'::\ c.., (.... 14 tZ / ~ On M. r.:::rc.. c_l-J. I C; , 2--ol)before me, l~../v ~/?-c-..J7 .VUD?::'-.Y Pu.'3ltG (insert name and title of the officer) personally appeared MA 1-1 N n- 2- K I+ A Z. G AJ · who proved to me on the basis of satisfactory evidence to be the persons) whose name(~ re subscribed to the within instrument and acknowledged to me that h sfie ey executed the same in hi~ lr authorized capacity(ies), and that by h~~eir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s} acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and i;/ ~> ,...... ·-~ KAREN BURCH "'l H , · • Commission No.2091868 ~ ~ NOTARY PUBLIC-CALIFORNIA !2 · · SANTA Ct.ARA COUNTY f My Comm. Expir" DECEMBE 1 R 28, Zf 1e j (Seal) DEED OF TRUST (Continued) Page 10 CERTIFICATE OF ACKNOWLEDGMENT - A notary public or other officer completing this certificate 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 OF ) l.SS COUNTY OF ) On ,20 ___ before me, ' {herei-insert name and t_lt!e 'q.1 the. qt le.en personally appeared MAHNAZ KHAZEN, who proved to me on the basis of satisfactory evidence to be the person(s) w1 ose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authc ri?:ed capacity(les), and that by his/her/thefr signature(s) on the instrument the personls), or the entity upon behalf of which the person(s) c Instrument, , feted, executed the I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and c orrect. WITNESS my hand and official seal. (Seal) (DO NOT RECORD) REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in fulH To: ___________________ ., Trustee The undersigned is the legal owner and holder of all Indebtedness secured by this Deed of Trust. All sums secured by this Deed of Trust have been fully paid and satisfied. You are hereby directed, upon payment to you of any sums owing to you under the 1 ~erms of this Deed of Trust or pursuant to any appttcable statute, to cancel the Note secured by this Deed of Trust (which is delivered to you together with this Deed of Trust), and to reconvey, without warranty, to the parties designated by the terms of this Deed of Trust, t e estate now held by you under this Deed of Trust. Please mail the reconveyance and Related Documents to: Date: __________________ _ Beneficiary: __________ -+-------- By: _________ I------ Its: _________ -+------- LaserPro, Ver. 14.5.10.004 Copr. D+ H USA Corporation 1997, 2015. All Rights Reserved. - CA E:\CFI\LPL\ 01.FC TR-29054 PR-41 EXHIBIT "A" LEGAL DESCRIPTION Order No.: 01180-144009 Escrow No.: 01180-144009 The land referred to herein is situated in the State of California, County of Alameda, City of Oa land and described as follows: I BEGINNING AT THE PONT OF INTERSECTION OF THE SOUTHWESTERN BOUNDARY Ll~E OF LOT 17 WITH THE SOUTHEASTERN LINE OF HARRISON STREET, AS SAID LOT AND STREET ARE SHOWN ON THE MAP OF "SURVEY NO. 824 FOR HENRY C. LEE, ESQ., 100 ACRE TRAC , OAKLAND TOWNSHIP", FILED SEPTEMBER 14, 1867, IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY; RUNNING THENCE NORTHEASTERLY ALONG SAID LINE OF 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 F R THE PURPOSE OF MAKING THIS DESCRIPTION, 109.33 FEET; THENCE SOUTH 3° 31' EAST, 107.75 FEET TO THE SOUTHERN BOUNDARY LINE OF SAD LOT 17; THENCE SOUTH 88° 42' W ST ALONG SAID SOUTHERN BOUNDARY LINE OF LOT 17, 131 FEET; MORE OR LESS, TOT E SOUTHWESTERN CORNER OF SAID LOT 17; THENCE NORTH 17' 48' WEST ALONG TH SOUTHWESTERN BOUNDARY LINE OF LOT 17 TO THE POINT OF BEGINNING. APN: 010-0768-005 (End of Legal Description) Exhibit C BUSINESS LOAN AGREEMENT References in the boxes above are for Lender's use only and do not limit the applicability of this document to any parti Any ltem above containing "* * *" has been omitted due to text length limitations. Borrower: US IMMIGRATION INVESTMENT CENTER LLC 560 S. WINCHESTER BLVO., SUITE #500 SAN JOSE, CA 95128 Lender: CATHAY BANK, a California B nking Corp, UNION CITY OFFICE 1701 DECOTO ROAD UNION CITY, CA 94587 THIS BUSINESS LOAN AGREEMENT dated March 5, 2015, Is made and executed betwoen US IMMIGRATION INV STMENT CENTER LLC ("Borrower") and CATHAY BANK, a California Banking Corp. ("Lender") on the following terms and conditions. Borr war has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other flnancial accommodation , including those which may be described on any exhibit or schedule attached to this Agreement, Borrower understands and agrees that: {Al i granting, renewing, or extending any Loan, Lender Is relying upon Borrower's representations, warranties, and agreements as set forth In th 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 tion; 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 March 5, 2015, and shall continue in full force and effect until such ti e as all of Borrower's Loans in favor of Lender have been paid in full, including principal, Interest, costs, expenses, attorneys' fees, and oth r 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 subsequ nt Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of aU of the conditions set forth in this Agree ent and in the Related Documents, t,1 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 perfe tlng Lender's Security Interests; {4) evidence of Insurance as required below; (5) guaranties; (61 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 ln form and substance satisfactory to Lender properly celtified resolutions, duly authorizlng the execution and delivery of this Agreement, the Note and the Related Documents, tn addition, Borro1er shall have provided such other resolutions, authorizations, documents and instruments as Lender or !ts counsel, may require. I Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which ari then due and payable as specified in this Agreement or any Related Document. 1 Representations and Warranties. The representations and warranties set forth ln this Agreement, in the Related tocuments, 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 Eve t of Default under this Agreement or under any Related Document. j 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 shaU 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 s in all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals f r each state in which Borrower is doing business, Specifically, Borrower is, and at all times shall be, duly qualified as a foreign limited liablllty 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 present y proposes to engage. Borrower maintains an office at 560 S, WINCHESTER BLVD., SUITE #500, SAN JOSE, CA 95128. Unless B rower has designated otherwise in writing, the principal office ls the office at which Borrower keeps its books and records including its ecords concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower's state of organization or an change in Borrower's name. Borrower shall do all things necessary to preserve and to keep In full force and effect its existence, rights a d privileges, and shall comply with aft regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi~governm ntal 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 as urned 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 Docu ants have been duly authorized by alt necessary action by Borrower and do not conflict with, result In a violation of, or constitute a efault under (1) any provision of fa) Borrower's articles of organization or membership agreements, or {bl any agreement or other [ trument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's pr parties, Financial Information. Each of Borrower's financial statements supplied to Lender truly and completely disclose Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial c ndition 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. I Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under ~his Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordanc with their respective terms, Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements Ir in writing to Lender and as accepted by Lender, and except for property tax liens tor taxes not presently due and payable, Borrower own and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents o financing statements relating to such properties, AU of Borrower's properties are titled in Borrower's legal name, and Borrower has not u ed or filed a financing statement under any other name for at least the last five (5) years, w--~~. ,, , ... ,,. "~ __ ,..,,, . .a ••• ,.~ ~, ... ,, • ., ••• '"- ,,.~ ... r ,,, -· ... BUSINESS LOAN AGREEMENT (Continued) Page 2 against Borrower is pending or threatened, and no other event has occurred wh[ch may materially adversely aff ct Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and ack ow/edged by Lender in writing. TaxH. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were require~ to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently bel g 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 oj granted any Security Agreements, or permltted the filing or attachment of any Security Interests on or affecting any of the Collate~ral 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' Security Interests and rights in and to such Collateral. Binding Effect. This Agreement, the Note, all Security Agreements Hf any), and all Related Documents are b~r ding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordan e with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains tn eff ct, Borrower wfH: Notices of Claims and Litigation. Promptly inform Lender in writing of {1) all material adverse changes in Barro er's financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actio s affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Gua antor, Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and p rmit Lender to examine and audit Borrower's books and records at all reasonable times. Financial Statements. Furnish Lender with the following: Additional Requirements. Tax Returns. As soon as available, but in no event later than ninety {90) days after the applicable filing date r extension thereof for the tax reporting period ended, Borrower's Federal and other governmental tax returns {including all schedules and K-1, if applicable), prepared by a tax professional satisfactory to Lender, I Operating Statement and Rant Roll. As soon as available, but in no event later than ninety (90) days after the bnd of each fiscal year, detailed income and expense statements and rent rolls on the property that is utilized as Collateral. r AU financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, pplied on a consistent 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 tim Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to L nder. Borrower, upon request of Lender, wflt deliver to Lender from time to time the policies or certificates of insurance in form satisfact ry to Lender, Including stipulations that coverages will not be cancelled or diminished without at least thirty (30) days prior written n tice to Lender. Each insurance policy also shall include an endorsement providing that coverage In favor of Lender will not be impaired n any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Len r holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements s Lender may require. Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing Insurance policy showl g such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the~isks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which lnsura ca has been obtained, and the manner of determining those values; and (6) the expiratlon date of the policy. In addition, upon request f Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as app icable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower, Guaranties. Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of L nder, executed by the guarantors named below, on Lender's forms, and in the amounts and under the conditions set forth in those guaranti s. Names of Guarantors VIOLET PAAVAAANDEH PIAOOZ PAAVAAANOEH Amounts Unlimited Unlimited Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter axis ng, between Borrower and any other party and notify Lender immedlately in writing of any default In connection with any other such agree ants. Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to th contrary by Lender in writing. Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without lim tation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, Imposed upon Borrower or its properties, i come, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge pon any of Borrower's properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such as essment, tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedi gs, and (2) Borrower shall have established on Borrower's books adequate reserves with respect to such contested assessment, tax, cha ge, 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 this Ag eement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement, Operations. Maintain executive and management personnel with substantially the same qualifications and exp rience as the present executive and management personnel; provide written notice to Lender of any change in executive and managemen personnel; conduct its business affairs in a reasonable and prudent manner. Environmental Studies. Promptly conduct and complete, at Borrower's expense, all such Investigations, studies, sa pllngs and testings as may be requested by Lender or any governmental authority relative 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, regulation, order or directi e, at or affecting any BUSINESS LOAN AGREEMENT {Continued) property or any facility owned, leased or used by Borrower. Page 3 Compliance with Governmental Requirements, Comply with all laws, ordinances, and regulations, now or he eafter in effect, of all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the se or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith a y such law, ordinance, or regulat!on and withhold compliance during any proceeding, including appropriate appeals, so long as Borrowe has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's Interests in the Collateral are not je pardlzed. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's i terest. Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for he Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make co ies and memoranda of Borrower's books, accounts, and records. lf Borrower now or at any time hereafter maintains any records (incl ding without limitation computer generated records and computer software programs for the generation of such records) in the poss ssion of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all r asonable times and to 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 nditions and provisions set forth in the Hazardous Substances Certificate and Indemnity Agreement executed in connection with the Loan, 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 ma reasonably request to evidence and secure the Loans and to perfect all Security Interests. 1 RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any law, rule, regulation or guideline, r the interpretation or application of any thereof by any court or administrative or governmental authority (including any request or policy not aving the force of law) shall impose, modify or make applicable any taxes (except federal, state or local income or franchise taxes impos d on Lender), reserve requirements, capital adequacy requirements or other obligations which would (A) increase the cost to Lender for exte ding or maintaining the credit facilities to which this Agreement relates, (8) reduce the amounts payable to Lender under this Agreement or he Related Documents, or {C) reduce the rate of return on Lender's capital as a consequence of Lender's obligations with respect to the credi facilities to which this Agreement relates, then Borrower agrees to pay Lender such additional amounts as will compensate Lender therefor, ithln five (5) days after Lender's written demand for such payment, which demand shall be accompanied by an explanation of such impo ition or charge and a calculation in reasonable detail of the additional amounts payable by Borrower, which explanation and calculations sh II be conclusive in the absence of manifest error. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's lnteres in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited o 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 I mited to discharging or paying all taxes, liens, security Interests, encumbrances and other claims, at any time levied or placed on any Collateral nd paying al! costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes m 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 sue expenses will become a part of the Indebtedness and, at Lender's option, will (Al be payable on demand; (B) be added to the balan e of the Note and be apportioned among and be payable with any installment payments to become due during either {1) the term of any app icable 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 Not 's maturity, NEGATIVE COVENANTS, Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrowe shall not, without the prior written consent of lender: Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to ender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, tra fer, mortgage, assign, pledge, lease, grant a security interest In, or encumber any of Borrower's assets (except as allowed as Permitted iens), or (3) sell with recourse any of Borrower's accounts, except to Lender, Continuity of Operations. (1 I Engage in any business activities substantially different than those in which BorrowJr is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dilolve or transfer or sell Collateral out of the ordinary course of business, or (3) make any distribution with respect to any capital account, hether by reduction of capital or otherwise, Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any other person, e terprlse or entity, (2) purchase, create or acquire any interest in any other enterprise or entrty, or (3) incur any obligation as surety or uarantor other than in the ordinary course of business. Agreements. Enter into any agreement containing any provisions which would be violated or breached by the per~ormance of Borrower's obligations under this Agreement or in connection herewith, ·1 CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this greement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrowe or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or ny Guarantor has with Lender; (Bl Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; tC) there occurs a material adverse change in Borrower's financial condition, In the fin ncia! condition of any Guarantor, or in the value of any Collateral securing any Loan; or {DJ any Guarantor seeks, claims or otherwise atte pts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender. 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 cont lned 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. Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant o condition contained in any environmental agreement executed in connection with any Loan, Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security greement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect an 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 u der this Agreement or BUSINESS LOAN AGREEMENT (Continued) I Page 4 any of the Related Documents. i False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borr wer's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made r furnished or becomes false or misleading at any time thereafter. 1 Death or Insolvency, The dissolution of Borrower (regardless of whether election to continue is made), any m mber withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the i solvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any t pe of creditor workout, 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 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 judlcia proceeding, self~help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any calla ral securing the Loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, thl Event of Default 5hall 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 deposit 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 th 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 aspect of payment or performance of the Loan is Impaired. EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Ag eement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agr ement lmmediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all lndebt dness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default oft e type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all he rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applica le law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursu any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligatiolof Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies. AMENDMENT TO AFFIRMATIVE COVENANTS. In addition to the Affirmative Covenants above, Borrower further cov ants and agrees with Lender that, while this Agreement is in effect, Borrower will; Notice of Litigation. Promptly give notice to Lender in writing of any proceedings (whether or not purportedly on beh f of Borrower) against Borrower involving an amount in excess of $25,000.00 not fully covered by insurance. Financial Compliance Statomont. Certify to Lender on the Certificate of Non•Oefault form that Borrower is In compliance with these covenants. This certification is made together with the financial Information requested. DEBT COVERAGE RATIO ON LOAN NO. 3000062379-100. Borrower is required to cause the property located at 2332 Harrison St., Oakland, CA 94612 to maintain a minimum debt coverage ratio ( "DCR") of at least 1.30 to 1 .00. OCR is defined as the net opertting income generated by the subject property divided by the loan's annual principal and interest payments. DCR Is subject to Lender's annu I review of Borrower's income tax returns. If DCR is below 1.30 to 1.00, Borrower will pay down the outstanding principal balance in an amou t sufficient to achieve the required DCR within 30 days of Lender's demand, MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: I Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and a reement 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. Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses, including L nder's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pa someone else to help enforce this Agreement, and Borrower shalt pay the costs and expenses of such enforcement. Costs and exp nses include Lender's attorneys' fees and legal expenses whether or not there Is a lawsuit, including attorneys' fees and legal ex enses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated p st•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 ate for convenience purposes only and are not to be used t 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 ater, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender, Lender ma provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge L nder may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower ay have with respect to such matters. Borrower addltlona!ly waives any and al! notices of sale of participation interests, as well as all no ces 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 agr ement or agreements governing the sate 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 uncondltlonally agrees that either Lender r such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any Interest n the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of a y 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 e.xtent not preamp ed 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 e courts of Alameda County, State of California. BUSINESS LOAN AGREEMENT (Continued) Page 5 No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such w iver 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 wai er 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 Len er's right otherwise to demand strict compliance with that provision or any other provision of this Agreement, No prior waiver by Len er, nor any course of dealing between Lender and Borrower, or between lender and any Granter, shalt constitute a waiver of any of Len er'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 instan es where such consent is required and in all cases such consent may be granted er 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 hen actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recog ized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, di acted to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement y giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For not e purposes, Borrower agrees to keep Lender Informed at al! times of Borrower's current address, Unless otherwise provided or required y Jaw, 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. 11 a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or u enforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other cir umstance, If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending 1 provlsion cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, lnvali ity, 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 Afflllates of Borrower. To the extent the context of any provisions of this Agreement makes i appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall i elude all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement e 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 agrnements by or on behalf of Borrower contained in this Agr ement or any Related Documents shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors nd assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, wi hout the prior written consent of Lender, Survival of Representations and Warranties. Borrower understands and agrees that in making the Loan, L nder is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other i strument delivered by Borrower to Lender under this Agreement or the Ae!ated Documents, Borrower further agrees that regardless of an 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 Ind btedness 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, all parties to this Agreement hereby waive the right to any Jury trial in any action, proceeding, or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreem nt. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of Ame ica, Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require, Words a d terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accountin words and terms not otherwise defined in this Agreement shall have the meanings assigned to them !n accordance with generally accepted ace unting 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 Borr wer's behalf on a line 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 b amended or modified from t!me to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to ti e. 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. Collateral. The word "Collateral" means all property and assets granted as collateral security for a Loan, whether re I 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 ortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or con ignment intended as a 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 th 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 ollateral 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. l Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guara ty of all or part of the Note. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, in luding all principal and interest together with all other Indebtedness and costs and expenses for which Borrower is responsible under this A reement or under any of the Related Documents. Lender. The word "Lender" means CATHAY BANK, a California Banking Corp., its successors and assigns, Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whe her now or hereafter BUSINESS LOAN AGREEMENT {Continued) Page 6 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 notes or credit agreements and any and a11 loans and financial accommod tions whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodati ns described herein or described on any exhibit or schedule attached to this Agreement, Guaranty or any Related Documents from time to ime. Permitted Liens. The words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; {3) liens of materlalmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing o ligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower In the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titted "Indebtedness and Liens"; (5) liens and security interests which, as of the ate of this Agreement, have been disclosed to and approved by the Lender in writing; and {6) those liens and security interests which in t e aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agr ements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, an 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, go erning, representing, or creating a Security Interest. Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral securi y, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledg , crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receip , lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever hether created by law, contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND B RROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED MARCH 6, 2016. BORROWER: US IMMIGRATION INVESTMENT CENTER LLC / /I /1 J:Z By: /,,«//// er· VIOLET PARVARANDEH, Managing Member of US IMMIGRATION INVESTMENT CENTER LLC LENDER: CATHAY BANK, A CALIFORNIA BANKING CORP. By: ·-A~ut"h-o-ri'z-e~d~S~ig_n_e_, _____________ _ //, By:.1.,..4~'4,fll~A~§!ii~4=~-6 .. .- Exhibit D COMMERCIAL GUARANTY References in the boxes above are for Lender's use only and do not limit the applicability of this document to any parti ular loan or item. Any item above containing "* * *" has been omitted due to text length limitations. Borrower: US IMMIGRATION INVESTMENT CENTER LLC 560 S. WINCHESTER BLVD., SUITE #500 SAN JOSE, CA 95128 Guarantor: VIOLET PARVARANDEH 27210 OHLONE LANE LOS ALTOS HILLS, CA 94022 Lender: CATHAY BANK, a California B nking Corp. UNION CITY OFFICE 1701 DECOTO ROAD UNION CITY, CA 94587 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolu ely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performan e and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance a d not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against a yone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the In ebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, In same-day f nds, 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 ime to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted y law, attorneys' fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or cquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness'' includes, without limi at!on, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any i terest 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 negot able or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reas n whatsoever; for any transactions that may be voidable for any reason {such as infancy, insanity, ultra vires or otherwise); and origi ated 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 rig ts 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 w!II be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminat d guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUAR NTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDE , NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYM NTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS UARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDN SS 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 accept nee by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted befo e 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 t ls Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guaran or'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 m y designate in writing. Wdtten revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarant r'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, deter ined or due. For this purpose and without limitation, "new Indebtedness" does not include all or part of the Indebtedness that Is: incurre by Borrower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitution , and modifications of the Indebtedness. This Guaranty Shall bind Guarantor's estate as to the Indebtedness created both before and afte 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 ln 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 o 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 hem, under any other guaranties of the Indebtedness or any other person heretofore or hereafter given to Lender unless such other guaranties re 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 ($0.00J, shall not con titute a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantor's heirs, successors and assigns so Jong as a y of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). OSLIGATIONS OF MARRIED PERSONS. Any married person who signs this Guaranty hereby expressly agrees that recour e under this Guaranty may be had against both his or her separate property and community property. GUARANTOR'S AUTHORIZATION TO LENDER, Guarantor authorizes Lender, either before or after any revocation he of, without notice or demand and without lessening Guarantor's liability under this Guaranty, horn time to time: (Al prior to revocation as se forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, o otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more time the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the r e of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (Cl to take and hold secu ity for the payment of = '""-• ~ -··'"·· .• -·~• ...• ,., •. ~. -•m•, '" "' ""'"' - • eo~• - ,,,_ r ....... , .. COMMERCIAL GUARANTY (Continued) Page 2 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; (Fl to apply such security and direct the order or manner o sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the conttolling 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 of the Indebtedness; and (H) t assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (Al 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; (CJ 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 do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (El Guarantor has ot and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of al or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and er dit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information w ich will be provided to Lender is and will be true and correct in all material respects and fafrly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition stnce the d te of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's inancial condition; (HJ no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against uarantor is pending or threatened; m Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Gu rantor has established adequate means of obtaining from Borrower on a continuing basis Information regarding Borrower's financial condltio , 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 ose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. 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 cal ndar 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 or exte reporting period ended, or prior to October 31st of each year, Guarantor's Federal and other governmental ta schedules and K·1, if applicable), prepared by a tax professional satisfactory to Lender. ion thereof for the tax returns (including all All financial reports requlred to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on 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 to (A) ake any presentment, protest, demand, or notice 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 nonaction taken by Borrower, Lender, or any other guarantor or surety of Barro er, or the creation of new or additional Indebtedness; (8) proceed against any person, including Borrower, before proceeding against Guarant r; (CJ proceed against any collateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (DJ apply any payments or proceeds received against the Indebtedness In any order; (E) glve notice of the terms, time, and place of any sale of the col ateral pursuant to the Uniform Commercial 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 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 (HI any disability or other defense of Borrower, any other guarantor or surety or any other person; (I) tha cessation from any cause whatsoever, other than payment in full, of the lndebtedne s; (J) the application of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and Intended by Guarant r and Lender; (K) any act of omission 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; (LI any statu e 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 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 of this Guaranty on the lndebtednes 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 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 etecti a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's right reimbursement against Borrower by operation of Section 500d of the California Code of Civil Procedure or otherwise. of remedies, such as of subrogation and Guarantor waives all rights and defenses that Guarantor may have because Borrower's obllgatlon Is secured by real roperty. This means among other things: (N) Lender may collect from Guarantor without first foreclosing on any real or personal propert collateral pledged by Borrower, (0) If Lender forecloses on any real property collateral pledged by Borrower: 11) the amount of Borrow r's obligation may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more t an the sale price. (2) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right uarantor may have to collect from Borrower. This Is an unconditional and Irrevocable waiver of any rights and defenses Guarantor may ha e because Borrower's obligation is secured by real property. These rights and defenses include, but are not limited to, any rights and defens s based upon Section 500a, 500b, 580d, or 726 of the Code 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, w hout limitation, those provided by California laws of 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 fully relied upon by Len er, 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, or 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 for h above is made with COMMERCIAL GUARANTY (Continued I Guarantor's full knowledge of Its significance and consequences and that, under the clrcumstances, the waivers are reas to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiv to the extent permitted by law or public policy. Page 3 nable and not contrary shall be effective only Subordination of Borrower's Debts to Guarantor. Guarantor agrees that the Indebtedness, whether now existing or her after created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borra er becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatso var, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the asse of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borr wer 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 In ebtedness. Guarantor does hereby assign to Lender all claims which It may have or acquire against Borrower or against any assignee or tr stee in bankruptcy of Borrower; provided however, that such assignment shall 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 or credit agreements now or hereafter evidencing any debts or obli ations 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 time to file financing statements and 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, Miscellaneous Provisions. The fol/owing miscellaneous provisions are a part of this Guaranty: AMENDMENTS. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreem nt 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 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 pay upon demand all of Lender's costs and expenses, including L nder's attorneys' fees and Lender's legal expenses, incurred in connection 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 incl de 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 se vices. 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 provisions of this Guaranty, GOVERNING LAW. Thia Guaranty will be governed by federal law applicable to Lender and, to the extent not preamp ed by federal law, the laws of the State of Callfornla without regard to its conflicts of law provisions, CHOICE OF VENUE. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the cou ts of Alameda 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 ta this Guaranty; the Guaranty fuUy reflects Guarantors intentions and parol evidence is not required to interpret the terms of this Guaranty, Guarantor hereby indemnifies and holds Lender harmless ram all losses, claims, damages, and costs {including Lender's attorneys' fees) suffered 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 of them. The words "Guarantor," "Borrower," and "Lender" Include the heirs, successors, assigns, and transferees of 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 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 Guar nty 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 car rations, partnerships, limited liability companies, or similar 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 indebtedne s made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty, NOTICES. Any notice required to be given under this Guaranty shall be given In writing, and, except for revocation notl es by Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law). hen deposited with a nationally recognized overnight courier, or, if malled, when deposited in the United States mail, as first class, certified or gistered 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." ny party may change lts address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purp se 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 c rrent address. Unless otherwise provided or required by law, if there ls more than one Guarantor, any notice given by Lender to any Guarantor s deemed to 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 ls 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 ri ht or any other right, A waiver by Lander of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right other ise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of 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 tr nsacttons, Whenever the consent of Lender is required under thls Guaranty, the granting of such consent by Lender in any instance shall no constitute continuing consent to subsequent Instances 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, Lender 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, Including without limit tion contract and tort disputes, shall be arbitrated pursuant to the rules of the American Arbitration Association {"AAA") in accordance with its ommercial 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' pose of any collateral secuting the Note or Guaranty shall constitute a waiver of this arbitration agreement or be prohibited by this arbitr tion agreement. This Includes, without limitation, obtaining injunctive relief or a temporary restralning order; invoking a power of sale und r any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal prop rty, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code, A y disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exerclse of any right, concerning any collat ral securing the Note, Guaranty, or any other loan document, including without limitation, any claim to rescind, reform, or otherwise modify an agreement relating to the collateral securing the Note or Guaranty shall also be arbitrated, provided however that no arbitrator shall have th right or the power to enjoin or restrain any act of any party. Lender and Borrower and Guarantor agree that in the event of an action for judlci I foreclosure pursuant to California Code of Civil Procedure Section 726, or any similar provtalon in any other State, the commencement of uch 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 co nterclaims, as lawfully may be referred to arbitration. Judgment upon any award rendered by any arbitrator may be entered in any court h ving jurisdiction. The arbitrators shall not have power to make an award of $1,0 million or more against any party to an arbitration unles it is in the form of a statement of decision as described in California Code of Civil Procedure Section 632, and the parties specifically res rve the right, upon a petition to vacate, to have any such award reviewed and vacated upon the same grounds as would result in reversal on ppeal from a judgment after trial by court, Nothing in the Note or Guaranty shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppal, waiver, /aches, 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 th commencement of an action for these purposes. To the extent not provided by this agreement, including the Rules incorporated herein, arbitration hereunder shall be overned by California arbitration law. Arbitration shall be conducted in California, in Engllsh and, unless otherwise agreed to by the parties wit respect to a particular dispute, shall be heard by a panel of three arbitrators. The arbitrators in any arbitration shall be experienced in the are s of law raised by the subject matter of the dispute. Lists of prospective arbitrators shall include retired judges. Notwithstanding the AAA r 1es, (a) any party may strike from a list of prospective arbitrators any individual who is regarded by that party as not appropriate for tha ispute; and (b), if the arbitrator appointment cannot be made from the initial list of prospective arbitrators circulated by the AAA, a second an , if necessary, a third list shall be circulated and exhausted before the AAA ts empowered to make the appointment. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. !' Definitions. The following capitalized words and terms shall have the following meanings when used in this Guaranty. U less specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. W rds and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and term not otherwise deffned in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: BORROWER. The word "Borrower" means US IMMIGRATION INVESTMENT CENTER LLC and includes all co-signers andj co-makers signing the Note and all their successors and assigns. 1 GAAP. The word "GAAP" means generally accepted accounting principles. I GUARANTOR. The word "Guarantor" means everyone signing this Guaranty, including without limitation VIOLET PARV1RANDEH, and in each case, any signer's successors and assigns. 1 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 California Banking Corp,, its successors and assigns. NOTE. The word "Note" means the notes or credit agreements and any and all loans and financial accommodations wh ther now or hereafter existing, and however evidenced, including without limitatlon 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 all promissory notes, credit agreements, loan agre ments, 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. I EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TD ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANT R'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATEO IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO M KE THIS GUARANTY EFFECTIVE, THIS GUARANTY IS DATED MARCH 6, 2016, Exhibit E COMMERCIAL GUARANTY References. in the boxes above are for lender-~s-use:0111.Y a.nd..do not limit the applicability of this document to any part1 ula"f loan or-ltem, An I.tern above containtng· ....... ~ has been ornltted due to text.length llm1tations. Borrower: US IMMIGRATION INVESTMENT CENTER LLC 560 S. WINCHESTER BLVD., SUITE #500 SAN JOSE, CA 95128 Guarantor: PIROOZ PARVARANDEH 27210 OHLONE LANE LOS ALTOS HILLS, CA 94022 Lender: CATHAY BANK, a California B nklng Corp. UNION CITY OFFICE 1701 DECOTO ROAD UNION CITY, CA 94587 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absol tely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performa ce and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance a d not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against nyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the I debtedness. Guarantor will make any payments to Lender or Its order, on demand, in legal tender of the United States of America, in same-day nds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documentsf Under this Guaranty, Guarantor's !iabillty is unlimited and Guarantor's obligations are continuing, I INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the prJnclpal 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 y law, attorneys' fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or cquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limi ation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any i terest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, an liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modif , refinance, consolidate or substitute these debts, /!abilities 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 o secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or Joint and several: evidenced by a nego iable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reas n whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and origi ated 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 rig ts under all guaranties shall be cumulatlve. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate an such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterm!na ed guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUAR NTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDE , NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYM NTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS UARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDN SS MAY BE A ZERO BALANCE FROM TIME TO TIME, I DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any accep!nce by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted befo e 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 is Guaranty shall have been performed In full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guara or's written notice of revocation must be mailed to Lender, by certified mail, ~t Lender's address listed above or such other place as Lender m y designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarant r's written revocation, For this purpose and without llmitation, 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, deter ined or due. For this purpose and without limltatlon, "new Indebtedness" does not include all or part of the Indebtedness that is: incurre by Borrower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitution , and modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and afte Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor o administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it an with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability f Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remainin 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 re 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 ($0.00J, shall not con tltute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as a y 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 recou se under this Guaranty may be had against both his or her separate property and community property. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, elther before or after any revocation he eat, without notice or demand and without lessening Guarantor's liablllty under this Guaranty, from time to time: (Al prior to revocation as s t forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, r otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more tim s the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the r te of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (CJ to take and hold secu ity for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release ny such security, with COMMERCIAL GUARANTY (Continued) Page 2 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 ln 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 nonjudicial sate permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; lG) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) t 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 thk;; Guarant ; (8) this Guaranty is executed at Borrower's request and not at the request of Lender; !CJ Guarantor has full power, right and authority to nter into this Guaranty; (0) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other Instrument inding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; {E) Guarantor has t and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of al or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and er dit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information w ich wm 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 financial condition since the d te of the most recent financial statements provided to Lender and no event has occurred which may materially adversely 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; fl) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and {J) Gu rantor has establlshed adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial conditio , 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 ose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. 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 cale dar 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 or 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. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on ~ 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 to (A) ake 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 any other guarantor or surety, any action or nonactlon taken by Borrower, Lender, or any other guarantor or surety of Barro er, or the creation of new or additional Indebtedness; {BJ 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 ln any order; (E) give notice of the terms, time, and place of any sale of the col ateral pursuant to the Uniform Commercial 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 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 {HI any disabjllty or other defense of Borrower,lany other guarantor or surety or any other person; (I) the cessation from any cause whatsoever, other than payment in full, 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 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 Joss or release of any collateral by operation of law or otherwise; (L) any statu e of limitations in any action under this Guaranty or on the Indebtedness; or (Ml any modification or change in terms of the Indebtedness, whatsoever, including 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 of this Guaranty on the lndebtednes 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 may become available to Guarantor by reason of Califomla 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 electlo a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's right reimbursement against Borrower by operation of Section 680d of the California Code of Civil Procedure or otherwise. of remedies, such as of subrogation and Guarantor waives all rights and defenses that Guarantor may have because Borrower's obligation is secured by real roperty. This means among other things: (N) Lender may collect from Guarantor without first foreclosing on any real or personal propert collateral pledged by Borrower. (0) If Lender forecloses on any real property collateral pledged by Borrower: (1) the amount of Borrow r's obligation may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral Is worth more th n the sale price, (2) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right uarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may ha because Borrower's obligatlon ls secured by real property. These rights and defenses include, but are not limited to, any rights and defens s based upon Section 580a, 580b, 580d, or 726 of the Code of Civil Procedure. Guarantor understands and agrees that the foregoing waivers are uncondltfonal 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, those provided by California laws of 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 fully 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, or 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 fort above is made with COMMERCIAL GUARANTY ( Continued l Page 3 Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasf nable and not contrary to public pollcy or law, If any such waiver is determined to be contrary to any applicable law or public policy, such waiv r shall be effective only to the extent permitted by law or public policy. Subordination of Borrower'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 or hereafter acquire against Borrower, whether or not Borra er becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatso ver, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the asses of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Bor ower 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 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: provided however, that such assignment shall be effective only for the purpose of assuring to Lender full pa ment in legal tender of the Indebtedness. lf Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obi gations 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 time to file financing statements and 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. Miscellaneous Provisions. The following miscellaneous provisions are a part of this Guaranty: I AMENDMENTS. This Guaranty, together with any Related Documents, constitutes the entire understanding and agree~nt 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 i+ writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. I ATTORNEYS' FEES; EXPENSES. Guarantor agrees to pay 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 shall 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 lawsult, 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 se vices. Guarantor also shall pay a!I 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 provisions of this Guaranty, GOVERNING LAW. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preemp ed by federal law, the laws of the State of California without regard to Its conflicts of law provisions, I CHOICE OF VENUE, If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the couis of Alameda 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 ful!y reflects Guaranto '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 Guar ntor of the warranties, representations and agreements of this paragraph. I INTERPRETATION. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaraf,ty in the singular shall be deemed to have been used in the plural where the context and construction so requite; 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 of 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 or should not be enforced, that fact by itsel 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 Guarinty 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 cor orations, partnerships, limited liability companies, or similar 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 lndebtedn ss made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. 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 telefacsimile (unless otherwise required by law), hen deposited with a nationally recognized overnight courier, or, if mailed, when deposlted in the United States mall, 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 be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." ny party may change its address for notices under this Guaranty by glvlng formal written notice to the other parties, specifying that the pur ose 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 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 to 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 Lender in exercising any right shall operate as a waiver of such r ght or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right other ise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of 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 tr 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 instances 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, Lender and Guatantor 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, including without limit tion contract and tort disputes, shall be arbitrated pursuant to the rules of the American Arbitration Association !"AAA") in accordance with its ommercial Arbitration COMMERCIAL GUARANTY (Continued) Page 4 Rules and Supplemanta! Procedures for Flnancia! Services Disputes, upon raques1 of either party. No act to take or dJspas of any collateral securing the Note or Guaranty shall constitute a waiver of this arbitration agreement or be prohibited by this arbltration agteC'lment. This includes, without limitation, obtaining lnjunc-r.ive relief or a temporary restraining order; Invoking a power of sale under an dee? of tr~st or mortgage; obtaining a writ of attachment or imposition of a receiver; or exerclsing any rights ralatlng to personal property, . eluding taking of dlsp-0sing ot such proparty with or without judicial process pursuant to Article 9 of the Uniform Commercial Code, Any di putes, claims, or controversies concerning the lawfulness or reasonable.Mss of nny act, or exerolse of any right, concerning any collateral ecuring the Note, Guaranty, or any other loan document, including without limitation, any claim to rescind, reform, o( o1herwlse modify any agr ement relating to the collateral securlng the Note or Guaranty &hall a!ao be arbitrated, provided however that no arbitrator shall hava the rl-g t or the power to enjoin or restrain any act of any party. Lande( and Borrower and Guarantor agfee that In the avant o1 en action for Judicial fo eclosure pursuant to Callfomla Code of C!vll Procedure Snctlon 726, or any similar provision ln any· other State', the commencement of such an aot1on w!II not constitute a waiver of the right to srbitrate and the oourt shall refer to arbltration as much of such action, including counter !alms, as lawfully may be reterted to arbitration. Judgment upon any award render-ad by any arbitrator may be enternd ln any court having jurisdiction. The arbitrators shall not hove power to make an award of $1.0 mUilon or more against any party to an arbltretlon unless it I in the form ot e statement ot decision a:s described ln California Code of Civil Proceduri:t Section 632, and the panles specltlca!ly reserve the right, upon a pedtlon to vacate, to have any such award reviewed and vacated upon the same grounds as would result In reversal on appe I from a judgmen1 after ttial by court. Nothing in the Note m Guaranty shall praclud~ any party from seeking equitable reHef from a court of com etent jurisdiction. The statute of limitations, estopptd, waiver, !aches, and similar doctrines which would otherwise bo applicable ln an action rought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the co I mencement of an action for these purposes. I To the extent not provided by this agreement, Including the Rules !ncorporaled herein, arbitration hereunder shell be govelnad by California arbitration law. ArPltrntion shall be conducted ln California, In English and, unless otharwlse agreed to by the parties with ms ect to a particular dispute, shall be heard by a panel of three arbitrators. The arbitrators in any orbltration shall be experiencod !n tha areas of law raised by the subject matter of the dispute, Lists of prospective arbitrators s-hall inolude retired Judges. Notwlthstandlng the AAA rules, (a) any party may strike from a 11st of prospactlve arbitrators any Individual who is regarded by that pany as not appropriate for the dlspu ei and (b), lf the arbitrator appointment cannot be made from the initial list of prospecUva arbitrators circulated by tha AAA, a second and, if necessary, a 1hird Ust shall be circulated and exhausted bttfore the AAA is empowered to make the appointment, 1 The Federal Arbitration Act shal! apply to the construction, interpretation, and enforcement of this arbitration provision, I Deflflltlorn;, The followfng c1:1pltalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts ti:hall mean amounts !n lawful money of the United States of America. Words and terms used in the elngular shall lnclude the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined !n this Guaranty shall have thv meanings attributad to such terms ln the Uniform Commercial Code: BORROWER. The word "Borrower" means US IMMIGRATION INVESTMENT CENTER LLC and includes al! co-signers and co- ekers sig-ning ths Note and all 1hei( successors and assigns, GAAP. The word "GAAP~ means generally accepted accounting prlnc/plas. GUARANTOR. The word ~Guarantor" means everyone signing this Guarimty, including without limitation PIROOZ PARVARA OEH, and in each case, any signer's su-ocessors and assigns. GUARANTY. The word "Guaranty~ means this {,lUaranty from Guarantor to Lender. INDEBTEDNESS. The word "Indebtedness~ means Borrower's indebtedness to Lender as more particularly described in this G aranty, LENDER. The word Hlender" means CATHAY BANK, a California Banking Corp,, its succe.ssors end assigns, NOTE. The word "Note- means trn.l notss or credit agreements and any and all loans and flnanclal accommodations- whethe now or her&a1ter uxtsting, and however evidonced, fnc!ud!ng without !Imitation those loans and financial accommodaliona described herein or deecribed on any exhibit or .schedule auached to this Agreement, Guaranty or any Related Documents from time to time, RELATED DOCUMENTS. The words ~Related Documents" mean au promissory notas, c;edlt agreements, loan agreomerlts, environmental agreements, guaranties, security agreemen1a, mortgages, deeds of tru-i.t, security deeds, oollnte,a! mortgages, and all 9ther [nsuuments, agreements and documents, whe1har now or herearter existing, executed in connec:tlon with the Indebtedness. 1 EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO LTS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER ANO THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MA NER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE HIS GUARANTY EFFECTIVE, THIS GUARANTY IS DA TEO MARCH 6, 2.016, :UARANTOR: 4 ,,/ J, P!ROOZ PARVARANOEH Exhibit F *00003000062379-100095502042020* PROMISSORY NOTE References in the boxes above are for Lender's use only and do not limit the applicability 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 3550 STEVENS CREEK BOULEVARD, SUITE #220 SAN JOSE, CA 95117 Principal Amount: $10,046,795.32 Lender: CATHAY BANK, a California Banking Corporation NORTHERN CALIFORNIA LENDING DIVISION 1701 DECOTO ROAD UNION CITY, CA 94587 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 & 32/100 Dollars ($10,046,795.32), 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 "Index"). 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 of 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 of the 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, 1 n;iethod. This calculation method results in a higher effective interest rate than the numeric interest rates stated in this Note. (Initial Here vW\,v ) 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 apply to the final interest rate described in this Note. PROMISSORY NOTE (Continued) 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. Page 2 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, self-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 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 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 of the 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 or vacate any automatic stay or injunction), and appeals. Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING 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, to 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, 2015. 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, 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 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, laches, 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 OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: VIMA HARRISON 1 LLC By: ~Md.~~~'S'i-~ti~~!C.-"''±'::~~➔=-"------,---;-;-;c;-;---;;- H La!'.erPro. Ver 19.4 , 10.036 Copr Finas1ra USA Corporation 1997. 2020. All Rights Reserved. • CA C'\CFIILPL\D20 FC TR-.4001J PR•41 Exhibit G *00003000062379-100007002042020* BUSINESS LOAN AGREEMENT References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or it~fn. Any item above containing "***" has been omitted due to text length limitations. ' Borrower: VIMA HARRISON 1 LLC 3550 STEVENS CREEK BOULEVARD, SUITE #220 SAN JOSE, CA 95117 Lender: CATHAY BANK, a California Banking Corporation NORTHERN CALIFORNIA LENDING DIVISION 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 properly 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 , va lidly 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 to 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 regulation , 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 financia l 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 ob ligat ions except as disclosed in such financial statements . Legal Effect. This Agreement constitutes , and any instrum ent or agreement Borrower is required to give under this Agreement when delivered will constitute legal , va lid , and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms . Properties. Except as contemplated by thi s Agreement or as previously disclosed in Borrower's financial statemen ts 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 last 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 release 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 of 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 limitation 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 or 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 of 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 Lender. 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 properties and operations, In form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of Insurance in form satisfactory to Lender, Including stipulations that coverages will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender. Each Insurance policy also shall Include an endorsement providing that coverage In favor of Lender will not be Impaired In any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets In which Lender holds or Is offered a security Interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require. Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such Information as Lender may reasonably request, Including 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 which insurance has been obtained, and the manner of determining 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 appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. Guaranties. Prior to disbursement of any Loan proceeds, furnish executed guaranties 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. Names of Guarantors VIOLET PARVARANDEH PIROOZ PARVARANDEH Amounts Unlimited 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 business operations, unless specifically consented to the contrary by Lender in writing. · Taxes, Charges and Liens, Pay and discharge when due all of its indebtedness and obligations, Including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, If unpaid, might become a lien or charge upon any of Borrower's properties, Income, or profits. Provided however, Borrower will not be required to pay and discharge 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 appropriate proceedings, and (2) Borrower shall have established on Borrower's books adequate reserves with 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 this Agreement, In the Related Documents, and in all other Instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately In writing of any default in connection with any agreement. Operations. Maintain executive and management personnel with 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 Studies. Promptly conduct and complete, at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative 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, regulation, 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 authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest In good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, Including appropriate appeals, so long as Borrower has notified Lender In writing prior 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 satisfactory to Lender, to protect Lender's interest. Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower;s books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation 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 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 Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity Is pursuant to and In compliance with the conditions of a permit Issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and In any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part In connection with any environmental activity whether or not there Is damage to the environment 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 evidence and secure the Loans and to perfect all Security Interests. Notice of Litigation. Promptly Inform Lender In writing of any proceedings (whether or not purportedly on behalf of Borrower) against Borrower Involving an amount In excess of $25,000.00 and which are not fully covered by Insurance. RECOVERY OF ADDITIONAL COSTS. If the imposition 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-setting organization (Including any request or policy not having the force of law) shall Impose, modify or make applicable any taxes (except federal, state or local Income or franchise taxes Imposed on Lender), reserve requirements, capital adequacy requirements or other obligations which would (A) Increase the cost to Lender for extending or maintaining the credit facilities to which this Agreement relates, (B) reduce the amounts payable to Lender under this Agreement or the Related Documents, or (C) reduce the rate of return on Lender's capital as a consequence of Lender's obligations with respect to the credit facilities to which 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. NEGATIVE 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 of 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 of the 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 all 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 or 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 bankrupt;' (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 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 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 consolidated assets of Borrower to any third party; (b) a sale or transfer resulting in no less than a majority of the 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. 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 of 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 all 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 http://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 OF 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 following 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 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 Agreement shall preclude any party from seeking equitable relief from a court of BUSINESS LOAN AGREEMENT (Continued) Page 6 competent jurisdiction. The statute of limitations, estoppal, waiver, laches, and similar doctrines which would oth~rwise 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. 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 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 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) of credit or multiple advance basis under the terms and conditions of this Agreement. Page 7 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 25100, 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 of the 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 w ord "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 DA TED FEBRUARY 4, 2020. BORROWER: LENDER: BUSINESS LOAN AGREEMENT (Continued) CATHAY BANK, A CALIFORNIA BANKING CORPORATION By: ~~ p~~ Authorized Signer Lase1P10, Ver. 19.4 .10.036 Copr. Rnas!ra USA Corporation 1997, 2020. AU Rights Reserved. - CA C:\CFI\LPL\C40.FC TR-40013 PR-41 Page 8 Exhibit H PAYMENT DEFERRAL AGREEMENT SUMMARY This Payment Deferral Agreement Summary (this "Summary") 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. This Summary sets forth the applicable terms and conditions relating to the Agreement. Loan No. Borrower Guarantor(s) Lender Effective Date Note Security Instrument Guaranty Acknowledgement of Amounts Due Deferral Period 3718854.2 I 023000-000 I 2031 I 2745 v4 3000062379-100 VIMA HARRISON I LLC ("Borrower") VIOLET PARVARANDEH and PTROOZ PARVARANDEH ("Guarantor(s)", and together with Borrower, the "Borrower Parties") Cathay Bank, a California banking corporation ("Lender") May 20, 2020 (the "Effective Date") That certain Promissory Note dated February 4, 2020 executed by Borrower and payable to Lender in the original principal amount of$ I 0,046,795.32 (the "Note"). That certain Deed of Trust dated March 5, 2015 executed by Borrower in favor of Lender and recorded in the Alameda County records on March 27, 20 15 as Instrument No. 2015081508 (the "Security Instrument"). The Security Instrument secures certain real property commonly known as 2332 Harrison Street, Oakland, CA 94612 (the "Proi;>erty"). The Commercial Guaranty(ies) dated February 4, 2020, executed by Guarantor(s) in favor of Lender (collectively, the "Guaranty"). Borrower Parties acknowledge that the outstanding unpaid balance of the Loan as of May 20, 2020 is $ I 0,046,795.32, and Borrower's standard monthly payment of principal and interest due and tax and insurance escrows (if applicable) under the Original Loan Documents as of May 20, 2020 is interest only ("Current Monthly Payment"). Three (3) months (the "Deferral Period"), commencing with the payment due on May 15 , 2020 (the "Deferral Date"). - I - Defe1i-al Notwithstanding the terms of the Original Loan Documents, Lender hereby agrees that during the Deferral Period, Borrower shall not be required to make its Current Monthly Payment due under the Loan. The portion of each Curren t Monthly Payment constituting the accrued but unpaid interest due during the applicable month of the Deferral Period (the "Deferred Interest") shall be added to the principal balance of the Loan each month and shall thereafter accrue interest based on the then-applicable interest rates and calculation methods set fo rth 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 on the Payment Restart Date, and on each payment date thereafter through the Maturity Date as the same may be extended pursuant to this Agreement, Borrower shall continue to make monthly payments as stated in the Original Loan Documents with interest calculated on 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 to Lender, with sucll'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 the defeJTed escrow payments setting forth the schedule for amortization of the same in accordance with this paragraph. Additional Conditions to NONE Deferral Agreement Additional Amendments to the NONE Loan Documents State Specific Provisions: 3718854.2 I 023000-000 I 2031 12745 v4 California: I . Each Guarantor hereby also reaffirms each and all of the waivers in its Guaranty, including, without limitation, waivers of rights or defenses based on 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 - 2 - 37 18854.2 I 023000-000 I 203 112745 v4 expressly waives any rights or benefits under Section 1542 of the Cali fo rni a Civ il Code, wh ich prov ides as fo ll ows: "A general release does not extend to claims that the creditor or releas ing 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 W AIYER UNENFORCEABTLTTY. IN THE EVENT THAT THE JURY TRIAL WAIVER CONTAINED TN SECTION 13 OF THIS AGREEMENT SHALL BE DEEMED OR HELD TO BE UNENFORCEABLE, EACH PARTY HERETO HEREBY EXPRESSLY AGREES TO SUBMIT TO JUDICIAL REFERENCE TN 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 OTHER WISE 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 HA VE THEIR RESPECTIVE LEGAL COUNSEL CONSENT TO THE MATTERS CONTAINED HEREIN. ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL - 3 - 37 18854.2 I 023000-000 I 203 1 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 W AIYER. INITIALS : - 4 - 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: v'l / 37188542 | 023000-0001 2031 12745 V4 PAYMENT DEFERRAL AGREEMENT THIS PAYMENT DEFERRAL AGREEMENT ("Agreement") is entered into as of the 20th day of May, 2020 by and among VIMA HARRISON I LLC ("Borrower"), VIOLET PARVARANDEH and PIROOZ PARVARANDEH ("Guarantor"), and Cathay Bank, a California banking corporation ("Lender"). WITNESSETH WHEREAS, Lender made a certain loan to Borrower in the original principal amount of $10,046,795.32 (the "Loan") evidenced by the Note; and WHEREAS, the Note is secured by the Security Instrument; WHEREAS, Guarantor(s) executed a Guaranty in favor of Lender (if applicable); WHEREAS, the Note, the Security Instrument, the 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, or o therwise modified from ti me to time, are herein referred to as the "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 premi ses, ten dollars ($10) in hand paid and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be mutually bound, do hereby agree as follows: I. Recitals and Summary. The foregoing recital s 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. Deferral of Payments. During the Deferral Period, Borrower shall be entitled to deferral of its regular monthly payments as specified in the "Deferral" Section of the Summary. 3. Payment Restart. Commencing on the Payment Restart Date, Borrower shall resume regular monthly payments in accordance with the "Adj usted 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 or 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 acknow ledges 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- 3718854.2 I 023000-000 I 203 I 12745 v4 - 5 - 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 of 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 to the policy of title insurance satisfactory to Lender. c. No Default. There shall be no Event of Default or circumstances that would result in an Event of Default under the Loan Documents , other than defaults with respect to matters subject to deferral pursuant to this Agreement. d. Receipt of Documents. Lender shall have received executed copies of 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 111 compliance with the requirements of the Original Loan Documents. f. Miscellaneous. Lender shall have received any and all other documents requested by Lender as a condition to the effectiveness of 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 of Borrower. Borrower hereby represents and wan·ants that all of the representations and warranties of Borrower made in the Original Loan Documents remain true and correct as of the date of this Agreement. In addition , Borrower represents and warrants that any and all financial statements and other information of Borrower provided to 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 the 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 or opinion on whether the renegotiation or consummation of the Original Loan Documents is prudent and that the Borrower Parties have been advised to seek the advice of independent counsel. 3718854.2 I 023000-000 I 203112745 v4 - 6 - 7. Except as spec ifically modified by this Agreement, the Original Loan Documents shall remain unch anged and in full force and effect, and Borrower hereby reaffirms a ll of its obl igations thereunder. Nothing herein contained is intended to , nor shall it be deemed or construed to create a novation of the indebtedness ("I ndebtedness") ev idenced and secured by the Note (as modified hereby), and the other Orig inal Loan Documents . Borrower hereby reaffirms the Indebtedness and its obligations under the Note and other Orig ina l Loan Documents. This Agreement is a revision only, and not a novation , and nothing herein contained shall in any way impair any of the Original Loan Documents or alter, waive, annual, vary or affect any term, provision, condition, covenant, right, power or remedy con tained therein , it being the intent of Borrower, Guarantors and Lender that the terms, provisions, co nditi ons, 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 of thi s Agreement. Borrower represe nts and warrants that it has no defenses to or right of se t-off against its obli gations 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 ass igns. 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 supersede all prior agreements, representations, covenants, promises, understandings or undertakings (whether written or ora l) with respect to the subj ect matter hereof. Ne ither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orall y , but only by an instrument in writing sought by the party aga inst whom enforcement of such change, waiver, discharge or termination is sought. I 0 . Each Guarantor, by exec uti on of thi s Agreemen t, hereby reaffirms its ob li ga ti ons under its Guaranty and acknowl edges and agrees that its obli gations under its Guaranty extend to and include the Indebtedness ev idenced by the Original Loan Documents (as modified hereby). Each Guarantor hereby agrees that nothing contained in this Agreement shall constitute or be deemed to be a release of or limitation on such Guarantor ' s ob li gat ions under its Guaranty. Each Guarantor represents and warrants that they have no defenses to or right of set-off against its obligat ions to Lender under its Guaranty. 11 . RELEASE. Each of the Borrower and any Guarantor hereby warrants and represents to Lender that the Loan is not subject to, and hereby waive, any credits, charges, claims, or rights of offset or deduction of 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, on behalf of 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 of trust, and/or deed to secure debt) and each of 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 of the aforesaid persons or entities (collectively, "Released Parties"), or any of them, from and against any :17 18854.2 I 023000-000 I 203 112745 v4 - 7 - and all causes of action, suits, debts, liens, obligations, liabilities, claims, demands, damages, judgments, losses, orders, penalties, costs and expenses, including, without limitation, attorneys' fees, of any kind or nature whatsoever, whether under law, in equity or by statute, known or unknown, suspected or unsuspected, fixed or contingent, liquidated or unliquidated, which any of the Releasors now have, own, hold, or claim to have, own, or hold, or at any time heretofore have had, owned, held or claimed to have had, owned, or held against any of the Released Parties arising from, based upon, or related to, whether directly or 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 or in the Original Loan Documents or related hereto or thereto; (vi) any defenses as to the enforcement of the Original Loan Documents; (vii) any act, omission, negligence or breach of duty; or (viii) any theory of lender liability. Releasors acknowledge that there is a risk that after the execution of this Agreement, Releasors may discover, incur, or suffer from Claims which were unknown or unanticipated, including, without limitation, unknown or unanticipated Claims which, if known by Releasors, may have materially affected Releasors' decision to execute this Agreement. Releasors represent and warrant to the Released Parties that Releasors have not assigned or transferred or purported to assign or transfer any Claim or Claims or any portion thereof or any interest therein, and agree to indemnify, defend (with counsel selected by the Released Parties), and hold the Released Parties harmless from and against any Claim or Claims based on, or arising out of, whether directly or indirectly, any such assignment or transfer, or purported assignment or transfer. If this Agreement is terminated for any reason, this Section 11 shal l 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 OYER 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 TA KING 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 TT MAY HA VE TN CONNECTION WITH ANY LEGAL ACTION BASED UPON IMPROPER VENUE OR 17 18854.2 I 021000-000 I 203 1 12745 v4 - 8 - FORUM NON CONVENIENS. EACH OF THE BORROWER AND ANY GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY 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. 13. 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 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. 14. Counterparts. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (I) 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 counterparts shall be considered originals. 15. Limitation on 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 or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or 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 of reference only and shall not in any way affect the interpretation or construction of thi s Agreement. 17. Attorney's Fees. Without limitation of 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 to receive from the Borrower all costs and expenses of such action (including reasonable out of pocket attorneys ' fees and disbursements). 3718854.2 I 023000-000 I 2031 12745 v4 - 9 - 18. 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 fi ling and recording of financing statements, fixture filings, Mortgages and other documents and recordings of liens) that the Lender reasonably request to satisfy the terms and conditions of this Agreement. 17 18854.2 I 021000-000 I 203 I 12745 v4 [SIGNATURE PAGE FOLLOWS] 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 1 LLC By: ____________ _ MAHNAZ KHAZEN, Manager/Member Date: ______ _ GUARANTOR: d:;Ji/J/ By: ___________ _ VIOLET PARVARANDEH S/ 22.../2.0 2-0 Date: ______ _ ~· r!~ By: ____ ' __ ; _______ _ PIROOifARVARANDEH Date: S /'Z. 2- / 7..o co CATHAY BANK, a California banking corporation By:_ ~------ Name: ____________ _ Title: _____________ _ Date: _ ______ _ 37 18854.2 I 023000-000 I 2031 12745 v4 - 1 1 - 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 1 LLC By: %; MAHNAZ KHAZEN, Manager/Member Date: May 22 2020 GUARANTOR: By: VIOLET PARVARANDEH Date: By: PIROOZ PARVARANDEH Date: CATHAY BANK, a California banking corporation By: Name: Title: Date: 37188542 | 023000-0001 - 11 - 203112745 v4 AMENDMENTTOPAYMENTDEFERRALAGREEMENTSUMMARY This Amendment to Payment Deferral Agreement Summary (this "Summary") is made in connection with the Amendment to 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. This Summary sets fo1th the applicable terms and conditions relating to the Agreement. Loan No. Borrower Guarantor(s) Lender Effective Date Note Security Instrument Guaranty Modified Deferral Period Modified Payment Restart Date Modified Deferral Terms 3 718854.2 I 023000-000 I 203112745 v4 08.18 .2020 3000062379-100 VIMA HARRISON 1 LLC ("Borrower") VIOLET PARV ARANDEH and PIROOZ PARV ARANDEH Guarantor(s)", and together with Borrower, the "Borrower Paities") Cathay Bank, a California banking corporation ("Lender") August 27, 2020 (the "Effective Date") That certain Promissory 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 ce1tain Payment Deferral Agreement dated May 20, 2020 (the ''Note"). That ce11ain Deed of 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, inter alia, ce1tain real property commonly known as 2332 Harrison Street, Oakland, CA 94612 (collectively with all improvements thereon, the "Prni;:1e1ty"). The Commercial Guaranty(ies) dated February 4, 2020, executed by Guarantor(s) in favor of Lender (collectively, the "Guaranty"). Three (3) months (the "Deferral Period"), commencing with the payment due on August 15, 2020 (the "Deferral Date") . November 15, 2020 ("Payment Restait Date") The current " Deferral" terms of the Payment Deferral Agreement shall expire as of the start of the Modified Deferral - 1 - Period (i.e. as of the modified "Deferral Date") and shall be replaced with the following payment obligations: Borrower shall, in lieu of its Current Monthly Payment due under the Loan, make monthly loan payments in the amount equal to 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: 3718854.2 I 023000-0001 203112745 v4 08.18.2020 1. Each Guarantor hereby also reaffirms each and all of the waivers in its Guaranty, including, without limitation, waivers of rights or defenses based on California Code of Civil Procedure Sections 580a, 5806, 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 HA VE 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 W AIYER CONTAINED IN SECTION 13 OF THIS AGREEMENT SHALL BE DEEMED OR HELD TO BE UNENFORCEABLE, EACH PARTY HERETO HEREBY EXP RES SLY 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 - 2 - 3718854.2 I 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 TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE APPOINTED REFEREE SHALL HA VE 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 HA VE BEEN FAIRLY NEGOTIATED ON AN ARM'S-LENGTH BASIS, WITH BOTH SIDES AGREEING TO THE SAME KNOWINGLY AND BEING AFFORDED THE OPPORTUNITY TO HA VE 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. BORROWER INITIAL: ~\\\i, GUARANTOR INITIALS: / --------- - 3 - 37 18854.2 I 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 TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE APPOINTED REFEREE SHALL HA VE 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 HA VE 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. BORROWER INITIAL: GUARANTOR INLTIALS: //. / -~------- _//. - 3 - AMENDMENT TO PAYMENT DEFERRAL AGREEMENT THIS AMENDMENT TO PAYMENT DEFERRAL AGREEMENT ("Agreement") is entered into as of August 27, 2020 by and among VIMA HARRISON 1 LLC ("Borrower"), VIOLET PARVARANDEH and PIROOZ PARVARANDEH ("Guarantor"), and Cathay Bank, a California banking corporation ("Lender"). WITNESS ETH WHEREAS, Lender made a certain loan to Borrower in the original principal amount of $10,046,795.32 (the "Loan") evidenced by the Note; and WHEREAS, the Note is secured by the Security Instrument; WHEREAS, Guarantor(s) executed a Guaranty in favor of Lender (if applicable); WHEREAS, the Note, the Security Instrument, the 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, 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 of the Payment Deferral Agreement to extend the deferral of certain payments pursuant to the terms and conditions of the Payment Deferral 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 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 of 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. 3718854.2 I 023000-0001 203112745 v4 08.18.2020 - 4 - r 5. This Agreement is binding upon and shall inure to the benefit of 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 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. 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 or 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 to Lender under its Guaranty. 8. RELEASE. Each of the Borrower and any Guarantor hereby warrants and represents to Lender that the Loan is not subject to, and hereby waive, any credits, charges, claims, or rights of offset or deduction of 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, on behalf of 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 of trust, and/or deed to secure debt) and each of 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 of the aforesaid persons or entities (collectively, "Released Parties"), or any of them, from and against any and all causes of action, suits, debts, liens, obligations, liabilities, claims, demands, damages, judgments, losses, orders, penalties, costs and expenses, including, without limitation, attorneys' fees, of any kind or nature whatsoever, whether under law, in equity or by statute, known or unknown, suspected or unsuspected, fixed or contingent, liquidated or unliquidated, which any of the Releasors now have, own, hold, or claim to have, own, or hold, or at any time heretofore have had, owned, held or claimed to have had, owned, or held against any of the Released Parties arising from, based upon, or related to, whether directly or 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 or in the Original Loan Documents or related hereto or thereto; (vi) any defenses as to the enforcement of the Original Loan Documents; (vii) any act, omission, negligence or breach of duty; or (viii) any theory of lender liability. Releasors acknowledge that there is a risk that after the execution of this Agreement, Releasors may discover, incur, or suffer from Claims which were unknown or unanticipated, including, without limitation, unknown or unanticipated Claims 3718854.2 I 023000-0001 203112745 v4 08.18.2020 - 5 - which, if known by Releasors, may have materially affected Releasors' decision to execute this Agreement. Releasors represent and warrant to the Released Parties that Releasors have not assigned or transferred or purported to assign or transfer any Claim or Claims or any portion thereof or any interest therein, and agree to indemnify, defend (with counsel selected by the Released Parties), and hold the Released Parties harmless from and against any Claim or Claims based on, or arising out of, whether directly or indirectly, any such assignment or 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 HA VE 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 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. 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 3718854.2 I 023000-0001 203112745 v4 08.18.2020 - 6 - 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. Counterparts. 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 or account for more than one such counterpart executed by the party to be charged. Any scanned PDF counterparts or facsimile counterparts shall be considered originals. 12. Limitation on 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 or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or 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 of this Agreement. 14. Attorney's Fees. Without limitation of 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 to 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 to satisfy the terms and conditions of this Agreement. 3718854.2 I 023000-0001 203112745 v4 08.18.2020 [SIGNATURE PAGE FOLLOWS] - 7 - IN WITNESS WHEREOF, the undersigned have each executed this Agreement as of the date first set fo11h above. BORROWER: VIMA HARRISON 1 LLC By: _____________ _ MAHNAZ KHAZEN, Manager/Member GUARANTOR: By iP /// VIOLET PARV ARAND EH By: __ ~~ -./_· _/_,J. __ · - - PIROOZ PARV ARANDEH CATHAY BANK, a California banking corporation 3718854.2 I 023000-000 I 203112745 v4 08 .18.2020 - 8 - IN WITNESS WHEREOF, the undersigned have each executed this Agreement as of the date first set forth above. BORROWER: VIMA HARRISON 1 LLC GUARANTOR: By: ___________ _ VIOLET PARV ARANDEH By: ___________ _ PIROOZ PARV ARANDEH CATHAY BANK, a California banking corporation By: ____________ _ Name: ------------- Title: ------------- 3718854.2 I 023000-0001 203112745 v4 08.18.2020 J - 8 - Exhibit I *00003000062379-100022002042020* COMMERCIAL GUARANTY Borrower: VIMA HARRISON 1 LLC 3550 STEVENS CREEK BOULEVARD, SUITE #220 SAN JOSE, CA 95117 Guarantor: VIOLET PARVARANDEH 27210 OH LONE LANE LOS ALTOS HILLS, CA 94022 Lender: CATHAY BANK, a California Banking Corporation NORTHERN CALIFORNIA LENDING DIVISION 1701 DECOTO ROAD UNION CITY, CA 94587 CONTINUING GUARANTEE OF 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 otherwise); 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 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 TO 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 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 COMMERCIAL GUARANTY (Continued) Page 2 this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fall 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 sureties, 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 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 discretion 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 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 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 violation 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 financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and ail future financial information which will 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 dales the financial information is provided; (G) no material adverse change has occurred In Guarantor's financial condition since 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, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is 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 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 disclose to Guarantor any information or documents acquired by Lender in the course of Its relationship 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 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 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 (Including all schedules and K-1, if applicable), prepared by a tax professional satisfactory to Lender. Ali 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 to (A) make any presentment, protest, demand, or notice 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 nonaction 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, including Borrower, before proceeding against Guarantor; (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 place of any sale of the collateral pursuant to the Uniform Commercial Code or any other law governing such sale; (F) disclose 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; (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 omission 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 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 of this Guaranty on the indebtedness incurred prior to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights 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-Judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California 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 things: (N) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower. (0) 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 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 right Guarantor may have to collect from Borrower. This Is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower's obligation is 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 Civil Procedure. Guarantor understands and agrees that the foregoing waivers are unconditional and irrevocable waivers of substantive rights and defenses to which Guarantor might otherwise be entitled under state and federal law. The rights and defenses waived include, without limitation, those provided by California laws of suretyship and guaranty, anti-deficiency laws, and the Uniform 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 this Guaranty is a separate and Independent contract between Guarantor and Lender, given for full and ample consideration, and is enforceable on its own terms. Until 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 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 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 permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with 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 against 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 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 assign to Lender all claims 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 assuring 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 time to time 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 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 Obllgor; (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 Obllgors 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 (ill) 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 http://www treasury.goy/resource-center/sanctjons/ SDN-Llst/Pages/defau!t.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. Miscellaneous Provisions. The following miscellaneous provisions are a part of this Guaranty: AMENDMENTS. This Guaranty, together with 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, claims 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 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 Guarantor 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 commencemen~ 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 Guaranty shall preclude any party from seeking equitable relief from a court of competent Jurisdiction. The statute of limitations, estoppal, waiver, !aches, 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. 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 connection 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 Lender's attorneys' fees and legal expens~s 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. 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 provisions 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 Californla without regard to Its conflicts of law provisions. CHOICE OF VENUE·. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction 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, 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 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. If a court finds that any provision 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 corporations, partnerships, limited liability 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 required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, 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 mall, 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 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 Is deemed to 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 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 constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing 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 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, this 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 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 Guaranty shall have the meanings 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 VIOLET PARVARANDEH, 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 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 evidencing Borrower's Joan obligations In favor of Lender, together with all renewals of, extensions of, modifications of, refinanclngs of, consolidations of and substitutions for promissory notes or credit agreements. 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 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". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE, THIS GUARANTY IS DATED FEBRUARY 4, 2020. GUARANTOR: ~ // X r::W/~-- VIOLET PARVARANDEH LaserPro, Ver. 19.4.10,036 Copr. Flnastra USA Corporallon 1997, 2020, AU Rights Reserved. - CA C:\CFI\LPL\E20.FC TR-40013 PR-41 Exhibit J *00003000062379-100022002042020* COMMERCIAL GUARANTY Borrower: VIMA HARRISON 1 LLC 3550 STEVENS CREEK BOULEVARD, SUITE #220 SAN JOSE, CA 95117 Guarantor: PIROOZ PARVARANDEH 27210 OH LONE LANE LOS ALTOS HILLS, CA 94022 Lender: CATHAY BANK, a California Banking Corporation NORTHERN CALIFORNIA LENDING DIVISION 1701 DECOTO ROAD UNION CITY, CA 94587 CONTINUING GUARANTEE OF 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 limes, 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 otherwise); 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 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 TO 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 otherwise change one or more limes 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, subordinate, 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 su~eties, 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 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 lts'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 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 this Guaranty do not conflict with or result in a default under any agreement or other Instrument binding upon Guaranto~ 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 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 financial and credit Information In form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will 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 financial condition since 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, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is 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 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 disclose to Guarantor any information or documents acquired by Lender In the course of Its relationship 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 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 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 (Including 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 require Lender to (A) make any presentment, protest, demand, or notice 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, Including Borrower, before proceeding against Guarantor; (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 place of any sale of the collateral pursuant to the Uniform Commercial Code or any other law governing such sale; (F) disclose 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; (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 omission 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 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 of this Guaranty on the Indebtedness Incurred prior to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights 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-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California 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 things: (N) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower. (0) 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 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 right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower's obligation is 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 Civil Procedure. Guarantor understands and agrees that the foregoing waivers are unconditional and irrevocable waivers of substantive rights and defenses to which Guarantor might otherwise be entitled under state and federal law. The rights and defenses waived include, without llmltatlon, those provided by California laws of suretyship and guaranty, anti-deficiency laws, and the Uniform 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 this Guaranty is a separate and independent contract between Guarantor and Lender, given for full and ample consideration, and is enforceable on its own terms. Until 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 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 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 permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with 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 against 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 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 assign to Lender ail claims 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 assuring 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 time to time 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 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 Obilgor; (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. 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 bttp·llwww treasury goy/resource-center/sanctjons/ SDN-Llst/Pages/defauit 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. Miscellaneous Provisions. The following miscellaneous provisions are a part of this Guaranty: AMENDMENTS. This Guaranty, together with 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 ail disputes, claims 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 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 Guarantor 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 Guaranty shall preclude any party from seeking equitable relief from a court of competent Jurisdiction. The statute of limitations, estoppal, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be appllcable 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. 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 connection 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 Lender's a~torneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy p~oceedlngs (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated 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 headings in this Guaranty are for convenience purposes only and are not to be used to Interpret or define the provisions 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 provisions. CHOICE OF VENUE. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction 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, 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 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. If a court finds that any provision 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 corporations, partnerships, limited liability 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 required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, 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 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 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 Is deemed to 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 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 constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing 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 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, this 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 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 Guaranty shall have the meanings 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 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 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 evidencing Borrower's loan obligations In favor of Lender, together with all renewals of, extensions of, modifications of, reflnancings of, consolidations of and substitutions for promissory notes or credit agreements. 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 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". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED FEBRUARY 4, 2020. GUARANTOR: X
