DeclarationCal. Super. - 6th Dist.February 14, 20221 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 3005472v1 / 22061.0176 DECLARATION OF MICHAEL HAYES ISO APPLICATION FOR RIGHT TO ATTACH ORDER AND ORDER FOR ISSUANCE OF WRIT OF ATTACHMENT AGAINST CHRISTOPHER YELICH AND NEIL BRANDOM Joseph M. Marchini #82427 jmarchini@bakermanock.com Michael J. Fletcher #272057 mfletcher@bakermanock.com Baker Manock & Jensen, PC 5260 North Palm Avenue, Ste. 201 Fresno, California 93704 Telephone: 559.432.5400 Facsimile: 559.432.5620 Attorneys for Plaintiff RABO AGRIFINANCE LLC SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CRUZ RABO AGRIFINANCE LLC, a Delaware limited liability company, Plaintiff, v. COASTAL NURSERY, LLC, a California limited liability company; MONTEREY BAY LAND HOLDINGS, LLC, a Delaware limited liability company; NEIL BRANDOM, an individual; CHRISTOPHER YELICH, an individual; INNOVATE NATOMAS, LLC, a Delaware limited liability company; HANKEY CAPITAL, LLC, a California limited liability company; WEST BAY CAPITAL, LLC, a California limited liability company; BALL HORTICULTURAL COMPANY, an Illinois corporation; and DOES 1-100, inclusive, Defendants. Case No. 22CV00316 DECLARATION OF MICHAEL HAYES IN SUPPORT OF APPLICATION FOR RIGHT TO ATTACH ORDER AND ORDER FOR ISSUANCE OF WRIT OF ATTACHMENT AGAINST CHRISTOPHER YELICH AND NEIL BRANDOM Judge: Timothy Volkman Date: April 28, 2022 Time: 8:30 a.m. Dept: 5 Action Filed: February 14, 2022 Trial Date: Not Yet Assigned I, Michael Hayes, declare: 1. I am, and at all times relevant herein was, a Financial Restructuring Manager and a Vice President of plaintiff RABO AGRIFINANCE LLC (“Plaintiff” or “RAF”). The facts contained in this declaration are within my personal knowledge or are based upon my review of the business records of Plaintiff, and, if called as a witness, I could competently testify thereto. ELECTRONICALLY FILED Superior Court of California County of Santa Cruz 2/24/2022 10:24 AM Alex Calvo, Clerk By: Dajah de los Santos, Deputy 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 3005472v1 / 22061.0176 2 DECLARATION OF MICHAEL HAYES ISO APPLICATION FOR RIGHT TO ATTACH ORDER AND ORDER FOR ISSUANCE OF WRIT OF ATTACHMENT AGAINST CHRISTOPHER YELICH AND NEIL BRANDOM BACKGROUND 2. In my capacity as a Vice President and Financial Restructuring Manager for RAF, I am responsible for the maintenance and preservation of all documents, books, and records at RAF concerning the loans made by RAF's predecessor-in-interest Rabobank N.A. ("RNA") to Coastal Nursery LLC ("Coastal"), Monterey Bay Land Holdings LLC ("MBL") (collectively, "Borrower Defendants"), and defendant guarantors Christopher Yelich ("Yelich") and Neil Brandom ("Brandom") (collectively, "Guarantor Defendants"). Borrower Defendants and Guarantor Defendants shall be referred to as "Defendants". 3. I am a custodian of business records for RAF. My knowledge of the matters set forth in this Declaration is based upon my personal involvement with the accounts of the Defendants with RNA and RAF (collectively, "Rabo") and my position as the custodian of records of Rabo's documents, books, and records regarding the Defendants. I am very familiar with the loan documents and forms used by Rabo as well as the various terms therein. I could easily recognize, for instance, that a particular document is a Rabo security agreement, credit agreement, guaranty, note, etc. As the custodian of Rabo's documents, books, and records regarding the Defendants, I am one of the officers at RAF primarily responsible for matters pertaining to the credit facilities that had been extended by RAF to the Borrower Defendants. 4. Due to an internal restructuring within the international Rabobank organization occurring in 2019, RAF, i.e., Rabo AgriFinance LLC, is the successor-in-interest to RNA as it pertains to the loans and transactions described in RAF's Application for Right to Attach Order and Order for Issuance of Writ of Attachment (the "Application") and in the Complaint filed by RAF in the above-captioned matter. RAF succeeded to RNA's interest in the loans and transactions described in the Application via that certain "F&A Portfolio Sale and Purchase Agreement Between Rabobank, N.A. and Rabo Agrifinance LLC" dated June 30, 2019. 5. Coastal is a California limited liability company that runs a commercial nursery. Coastal is primarily in the business of growing live plants for resale. 6. MBL is a Delaware limited liability company that holds and leases commercial real estate in California, including the real property where Coastal operates its 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 3005472v1 / 22061.0176 3 DECLARATION OF MICHAEL HAYES ISO APPLICATION FOR RIGHT TO ATTACH ORDER AND ORDER FOR ISSUANCE OF WRIT OF ATTACHMENT AGAINST CHRISTOPHER YELICH AND NEIL BRANDOM business. 7. Coastal and MBL have common ownership, which includes, but is not limited to, Yelich and Brandom. THE LOANS AND GUARANTEES AT ISSUE 8. There are two loans at issue; Yelich and Brandom guarantied each of the two loans separately. A. The RLOC Loan - Loan No. 500089-1 9. Plaintiff's predecessor-in-interest RNA provided financing in the form of a revolving line of credit to Coastal pursuant to the terms of that certain Credit Agreement dated May 21, 2019 (as amended) (the "RLOC Credit Agreement"). Under the RLOC Credit Agreement, RNA agreed to lend, and has lent, funds to Coastal for the purpose of the operation of Coastal's business. This loan was internally identified first by RNA as Loan No. 500089-1 and now by RAF as Obligation No. 28362071 (the "RLOC"). A true and correct copy of the RLOC Credit Agreement is attached hereto as Exhibit "A". 10. The RLOC was further evidenced by a Revolving Line of Credit Note dated May 21, 2019 in the original principal amount of $5,000,000.00 (the "RLOC Note"). A true and correct copy of the RLOC Note is attached hereto as Exhibit "B". 11. Coastal's obligations under the RLOC are secured by, among other things, personal property owned by Coastal including, without limitation, accounts, inventory, equipment, fixtures, farm products, payment rights, general intangibles, and all proceeds generated therefrom (all collectively, the "Personal Property Collateral.") Said security interest is described in and arises from a Security Agreement dated May 21, 2019 by and between Coastal and RNA (the "RLOC Security Agreement"). A true and correct copy of the RLOC Security Agreement is attached hereto as Exhibit "C". 12. Plaintiff's security interest in the Personal Property Collateral was perfected by the filing of UCC Financing Statements identified by the California Secretary of State as Document No. 19-7719852110 together with a UCC Financing Statement Amendment identified by the California Secretary of State as Document No. 20-77881560 (collectively, the "RLOC UCC 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 3005472v1 / 22061.0176 4 DECLARATION OF MICHAEL HAYES ISO APPLICATION FOR RIGHT TO ATTACH ORDER AND ORDER FOR ISSUANCE OF WRIT OF ATTACHMENT AGAINST CHRISTOPHER YELICH AND NEIL BRANDOM Filings"). True and correct copies of the RLOC UCC Filings are attached hereto as Exhibit "D". 13. Payment of Coastal's obligations under the RLOC has been guaranteed by Brandom and Yelich, as well as one other guarantor who is deceased. RNA and Brandom entered into a Guaranty dated May 21, 2019 (the "Brandom RLOC Guaranty") a true and correct copy of which is attached hereto as Exhibit "E". RNA and Yelich entered into a Guaranty dated May 21, 2019 (the "Yelich RLOC Guaranty") a true and correct copy of which is attached hereto as Exhibit "F". The Brandom RLOC Guaranty and the Yelich RLOC Guaranty are unsecured. B. The Term Loan - Loan No. 500097-1 14. On or about May 21, 2019, RNA and MBL entered into a Credit Agreement pursuant to which RNA provided financing to MBL (the "Term Loan Credit Agreement"). Under the Term Loan Credit Agreement, RNA agreed to lend, and has lent, funds to MBL for the purpose of the operation of MBL's business. A true and correct copy of the Term Loan Credit Agreement is attached hereto as Exhibit "G". 15. The Term Loan Credit Agreement describes the issuance of a term loan internally identified initially by RNA as Loan No. 500097-1 and now by Plaintiff, RNA's successor- in-interest with respect to the MBL Term Loan, as Obligation No. 28362073 (the "Term Loan"). The Term Loan is further evidenced by that certain Term Loan Note (the "Term Loan Note"), a true and correct copy of which is attached hereto as Exhibit "H". 16. MBL's obligations under the Term Loan are secured by deeds of trust against certain real property located in Santa Cruz County (the "Santa Cruz DOT"), Monterey County (the "Monterey DOT"), and Sacramento County (the "Sacramento DOT"), California, as well as by UCC Financing Statements filed in California and Delaware. 17. Payment of MBL's obligations under the Term Loan has been guaranteed by the Guarantor Defendants. RNA and Brandom entered into a Guaranty dated May 21, 2019 (the "Brandom Term Loan Guaranty") a true and correct copy of which is attached hereto as Exhibit "I". RNA and Yelich entered into that Guaranty dated May 21, 2019 (the "Yelich Term Loan Guaranty") a true and correct copy of which is attached hereto as Exhibit "J". The Brandom Term Loan Guaranty and the Yelich Term Loan Guaranty are unsecured. 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 3005472v1 / 22061.0176 5 DECLARATION OF MICHAEL HAYES ISO APPLICATION FOR RIGHT TO ATTACH ORDER AND ORDER FOR ISSUANCE OF WRIT OF ATTACHMENT AGAINST CHRISTOPHER YELICH AND NEIL BRANDOM C. The Forbearance Agreement and Amendment 18. On November 16, 2020, the Plaintiff and Borrower Defendants entered into a Forbearance and Extension Agreement and General Release (the "Forbearance Agreement"). A copy of the Forbearance Agreement is attached hereto as Exhibit "K". 19. Pursuant to the Forbearance Agreement, Plaintiff agreed to forebear from taking any action to enforce its remedies regarding the then existing defaults by the Borrower Defendants until June 30, 2021. 20. On October 15, 2021, Plaintiff and Borrower Defendants entered into a First Amendment to Forbearance and Extension Agreement and General Release (the "First Amendment"). Pursuant to the First Amendment, Plaintiff agreed to forebear from taking any action to enforce its remedies regarding the existing defaults by the Borrower Defendants until July 31, 2022, unless there was a breach. A true and correct copy of the First Amendment is attached hereto as Exhibit "L". 21. Section 8 of the Forbearance Agreement, as Amended by the First Amendment, includes the following requirements for the Defendant Borrowers: (1) Borrower shall pay all accrued interest on the Line of Credit on January 15, 2022. (2) Borrower shall replay principal on the Line of Credit in the amount of $750,000.00 on January 15, 2022. 22. Furthermore, under Section 9 of the Forbearance Agreement, as amended, the forbearance period ends on, "the date on which any Event of Default, as defined by Paragraph 17, below, on the part of any of the Obligors, occurs under this Agreement." 23. Finally, Section 17 of the Forbearance Agreement, as amended by the First Amendment, states: Event of Default. In addition to all defaults and events of default as described in the Loan Documents, other than as herein expressly described in the recital paragraphs, Obligors agree that each of the following events shall constitute an event of default for purposes of this Agreement; … 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 3005472v1 / 22061.0176 6 DECLARATION OF MICHAEL HAYES ISO APPLICATION FOR RIGHT TO ATTACH ORDER AND ORDER FOR ISSUANCE OF WRIT OF ATTACHMENT AGAINST CHRISTOPHER YELICH AND NEIL BRANDOM (a) Obligors1 shall commit any breach or default of any covenant, term, or condition contained in this Agreement … D. Defaults under the RLOC Loan and Term Loan Documents 24. In December 2021, Borrower Defendants defaulted under the terms of the Forbearance Agreement. On or about December 30, 2021, Plaintiff informed Defendants regarding the defaults. (True and correct copies of the correspondence are attached hereto as Exhibit "M".) 25. Approximately two weeks later, Borrower Defendants failed to make the payments required by Section 8 of the Forbearance Agreement, as amended by the First Amendment. More specifically, Borrower Defendants failed to comply with Section 8, requiring them to: (i) pay all accrued interest on the Line of Credit on January 15, 2022 and (ii) repay principal on the Line of Credit in the amount of $750,000.00 on January 15, 2022, as required under Section 8 of the amended Forbearance Agreement. As a result, Borrower Defendants and Guarantor Defendants were in breach of the RLOC Loan Documents, Yelich RLOC Guaranty, Brandom RLOC Guaranty, Term Loan Documents, Yelich RLOC Guaranty, and Brandom RLOC Guaranty. 26. On or about January 21, 2022, I caused Borrower Defendants and Guarantor Defendants to be served with default letters, accelerating the RLOC and Term Loan and demanding that all amounts due and owing be paid by January 26, 2022. (True and correct copies of the default letters are attached hereto as Exhibit "N".) 27. Borrower Defendants and Guarantor Defendants failed to make the required payments on or before January 26, 2022. 28. Coastal is also in default under the terms of the RLOC Loan Documents because of, without limitation, the occurrence of the following facts: (i) The unpaid principal balance on the line of credit exceeds the maximum amount established by the RLOC Credit Agreement; and (ii) Coastal has, after a demand by Plaintiff, failed and refused to repay that portion of the principal balance in excess of that maximum amount together with all interest accrued thereon. This additional 1 The term "Obligors" is defined by the Forbearance Agreement as, "Coastal Nursery, Monterey Land, Brandom, Yelich, and Goldie." 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 3005472v1 / 22061.0176 7 DECLARATION OF MICHAEL HAYES ISO APPLICATION FOR RIGHT TO ATTACH ORDER AND ORDER FOR ISSUANCE OF WRIT OF ATTACHMENT AGAINST CHRISTOPHER YELICH AND NEIL BRANDOM default under the RLOC Loan Documents constitutes a separate default under the Term Loan Documents. F. Damages 29. As of February 8, 2022, the amount of outstanding principal and accrued interest thereon (and certain late fee(s)) on the defaulted loans are as follows: LOAN PRINCIPAL INTEREST PREPAY FEE OTHER FEES TOTAL INT. PER DAY RLOC $3,934,939.12 $27,216.10 $0 According to Proof $3,962,155.22 $1,387.96 Term $2,277,200.87 $19,989.48 $68,316.03 According to Proof $2,365,506.38 $936.05 The above sums do not include additional late fees, expenses, default interest, costs, charges, and attorneys' fees which may be assessed on the loans pursuant to, without limitation, the attorneys' fees provisions in the RLOC Loan Documents or the Term Loan Documents. I obtained the above figures from Rabo statements that I directed to be created regarding the Term Loan and the RLOC Loan as of February 8, 2022. The statements were prepared in contemplation of the completion of non-judicial foreclosures, and it is the pattern and practice of Rabo to confirm to the acting Trustee of such a sale the exact amounts due and owing under the particular loan. I have reviewed the Rabo statements regarding the RLOC and Term Loan and have confirmed that they are correct. (True and correct copies of the Rabo Statements as of February 8, 2022 are attached hereto as Exhibit "O".) 30. The amounts being sought by Rabo as part of the Application are fixed or readily ascertainable amount not less than $500. G. Attorneys' Fees Provisions 31. The RLOC Credit Agreement, Term Loan Credit Agreement, and related guaranties each contain an attorneys' fees provision entitling the prevailing party to reasonable costs and attorneys' fees incurred in connection with the collection or enforcement the debts. / / / / / / I 2 3 4 5 6 7 8 I r0 il t2 t3 t4 t5 t6 t7 t8 l9 20 2t 22 23 24 25 26 27 28 ATTACHMENT REGARDING BRANDOM AND YELICH 31. Rabo fully perForrned all of the conditions, covenants and promises to be perlormed on its part undcr thc tcrms of the Term [,oan Documents and RLOC Loan Documents. including thc Forbearance Agreement and liirst Amcndment thereto, and the Yelich RI.OC Guaranty, Yelich'l'erm Loan Guaranty, Brandom RLOC Guaranty, and thc Brandom Term l-oan Cuaranty. 32. 'l'hc RLOC [,oan Documenls and thc'l'cnn Loan Documents evidence commercial transactions; llrandorn and Yelich guarantied the loans to obtain funds for thcir tradc, business, and/or profession. 33. Rabo's purposc in seeking the provisional remedy of attachment is to aid in the recovery of its claims. Rabo has no other purpose in pursuing this Application. 34. lf the requestcd rclief is granted, and the court deerns it necessary, Rabo is prepared to file an undertaking. 35. Defendants have nevcr sct forth any significant dispute regarding the arrrount that Rabo is owed under the'l'erm Loan Documenls, the RLOC Loan Documcnts or thc rclated guaranties. Evcn further, pursuant to the Forbearancc Agrecment signed on November 16, 2020, and the First amendment to thc l:orbcarance signed on October 15,2021, each of thc Dcfcndants acknowlcdged the precise amount due and orving. (Scc Exs. "K", "L".) I declarc under pcnalty of perjury under the laws of the Statc of California that the foregoing is true and correct, and that thi 2022,at Michael Hayes 2671496v1 1220[1.0176 DDCLARATION OF MICHAEI. I{AYES ISO APPLICATION FOR RICHT TO A'ITAC}I ORDDR AND ORDI]R FOR lSSl IANCI: OF Wlll'l'OF ATTArI-IMFNT AnA tNqT at.tPrq'r'npr.il:p vrjr rclf aNn Ntrll Rp ^\tnrllt laration was cxecute d on n,y'@day of February, EXHIBIT "A" 00am Nursefy. LLC 2019 RLOC Revolving Una or Cmdit 500089~1 CE A' This agreemam a dam as 9! May 21‘ 2019. It Isbum-comm.NURsem. LLc. a Catltnmla limited liability company (PM and RABOBANK. N A , anmt nankirig modaun I'm} Bonnwe: requests ihal bender provide a ne oiman in 3mm. Lendat wlll provide none n! and". wb|eut to aha lawns 0F [his agreement ARTICLE 1 - THE REVOLVWG LINE0F CREDIT m Mam undermaummwaimWmmmnmeminemimm Hie-mam In the Maiuiuy Dean (sum perm manning minions. irany. {ht 'mmmzm‘) bymaking loam in 3mm teamw icon a 'Qgry I anmwlm awe. to! MgimumM The aggregate unpaid pundpal balance of [he Loans must-no! exwe mmeei or: (I) $5.000i00m00 or (ii) Iha 30mm aase. 1-03 W (a) 'W‘ means the sum of: (I) 80% of Eligible Accoun Receivable: plus (ll) 60980! me Value of Planl lnvenlnvy: plus llll) 30% ofme Value of Supply Inventory: mlnus (Iv) the amount a! any accounts payable: afBarmwer greater man 30 days pa‘sl terms. mlnus (v) the amounl of any nvardrallsm any ammt of Baimwai with Lender. lb) For purposes arealwlaum of lhe Borrowing Base; ) ‘ammz'mmmmmlalmmmemwdmumem emu-3m nvwommimman-imm implywmin-ii rim war-mam rd any} and have ham wuadardulwnu m. mu have hammini-u hy.mini!Mm {h} alum msmum?WNW. {cl mwmwmimmndaaulomumomm-naludlwmaniladalumupmmolimm mu date ul mum-mm delivery all gum as amicable {a} rimMiami harms momma in Loam «l are not mesa by anus. crime paper overlie: inmll in am noi mm on anmmr.lmln. l5}m weld. legally minimal: andunmammnmmm mm. and rm!memi mmclalm. arc-malt. aim er aquarium»;muntmnhi a hang claim Dy emu-ml tabla ensuing Ilium; Ill-n sum in male om pun amthl ilouul .1134.- oui-zl-a animal Hm. n, it: terms mini-x. law-moi man-esmidnrwhim 1M WM! me Lerner a! the mum. [Til 'Mtgm‘ mm Lhe rim eat-writ at 8mm Awam Willa. mat-lg allwww.cimnlumnmomts o1 animus. ummwm a: Lam in may, mm Amounts Rae-mama do not mamamm- Rooeiwn la) will!mmmn mamam i: In mew-o eraphidBaum. it) wilt: rupee! Inmm Ii:mun!mun '1: nmidis.” or. 0i mauledmm Bummer via mmnom sinners. oim. {c1 «1h reaped 1:.- imlohmoo;m tum on «mm-=4“. gum sale. or auntie-ms mi mam ul wmn themamw ma manual rumor may m sawmill-vial, (cl wulli rm tomidi unemmnlwhim m nul a «Ismail u! Ht United Stiles.mm in me aMrIl wot momma Wm summit in Iruurmira. nmdx. or nltwrmums-a 91mm Io Lime: {a} with resumem‘m Bum-u Is or marmom Imam in Miami-mmMint I'm was (a: genius randemdby Damn! dot-bx m 5mm. ll) Mlhh at tum in dlspule. mumaddrn. ormil. [g] Willi taped In which Landau In ilssale Mm, deems Inmllmrlhlnm a nandal cannula: at Illa amount denier II: hemama. Ila} cl any annual dsblur um has Iliad orhas had mad agalnal II a palm: In tantrum) or anWWI hr rallel. Lime: In! man at any stale a ream! biennium. Insuring. or «hm-wafer am; crime has had mall-sled a Imam. 34 custodian. or receiver For the assets ol such mun! debtor; or who has made an assignment tor [he benet o1 avd'dmb o1 hen became maulvmt {v fans generab‘y Inmy it d'ebls {including is paymlls) a: suchthm: bewme dud, (I) withma to which momum amusing United Slates government or any nanartmcnl 01 agency ol the Untied We: any ‘stulsorimi gawmmenial ant; unless 8m hasamgmd is rightsmmmnt a!mmunlsMam to Lender nussuam Io Ina nmmem a! Ciarma Ad I11 mo. a: amendw. er pursuant #0 any 51mmwe ar fratm. winner:a tunnel-um awn as nu! fmm chains: on 59mm. m which Mata to rm qr sewba dung”. m hummer; all and hold or van call. mailed,moumplamd. pmgmssbvmngs. over-tuned, Hing: 'n rm arm. governed by a Mmme contract, banded. mused lo nh'm. tram. slatulory Sens, customs Gypsum or dawnedmane» Int mi n1 magmas. u 1mm manage. tmun. mhmwlm. awash awa- {FJ hr mammanmum a: mm! nr naugayshég to mamm «Mawmm‘m: 3rd in “lm are 90 ammm! Jana u! {I1 madam uwuica‘ Umdays past Hie mammal]:mndun Elsgr Manna Ream-rm: Iron-I Mamie amount :mmmnmm 2m oral main»mum:mm. crewmanmm. M Emmmunu Fawn/able munwe! nomemmvcsmmlstues um no! sum 30%man engine mountsmen/me Wherem nrmate oi Ins Accounts Racewame hum a anglamum dam am not EJ‘Igmle Acoouni‘emomma. ma smile imam mug lmmManamamuons Mdlguhla; {in W means inventory whim is (a) name by and loam on landmud amazed by mum. trimming 'mnI inventory baled a third partyiurmmlu withmptaula landlordwhen: m aim {by subjeu In a ritat pttortty winded 390mm Inlemt tn tavofaf Lendar (c) not subied to anymn m tavor o! a Person other Ihztn Lamar. it!) ts notwascnaf Inventory Mttdtts nnl sold during tho npodom'm wtndt tl Is inturm tn b9 sntd tog 1 cuttatrnns mama not mtd by Chttymas). annotate unmtma, at damaged as dammed by Lenam amt (at 0mm aomtabte to LBW (M “tummmtum tnnnton wrtln'n; ta) It not ImmoryMich ts dammed lo. identftabtn wim. art: ott-nmmmacawmMum at themanhunt: nt. gonna man amtn he sotd or teased tn tnemm Sula at Amunca or any departmonL agency at tnsttuntanmttty trout and tn Inspect of wtttdt Inventory tnn sonowars'ah‘atl hm:mm mymm ar ans-a atmnno pammtmtm my be anpl'na agents! anymm gunman: upon the sate-ow teasentany such gmrnr {h} m nut tummy pruunwdtn note-Inn ot the-Fan LabanW m anu sutmd to tnaMgnads‘ txuvtsians amtbtnat tn Tttts 29 U.S.C -_§2t.5 or anyWanna on were": (c) is not (t ) winning or anneal; matmsts‘ t2}m um In ocmacunn nun matntntwra or twat: a! ping-mm orwot: omen by Barman. E‘ntatmtm. or nny mtg-may atBaum at 6115mm t3} general motes. «titmm amass. n11 compass 4am all wanes.magnum“ arm cow-ante -n ma man augments mam-g "unto; (t) ts not mammals to Lanna dun ta age. rm. category. quatny antic! cummv, and (t) ts an; snutnctto any twang. paent.malty, Iradetnant. nadanamu u awful“ agreement 0t my ditto: Pusan thnt'wnutd materially tea-Ind Landau abtt‘ny no sen orotnerwtse tspoan ot wan tnvantoo‘ :pmmow.‘ m4 Lawn may,manhunt mth Weft. nntmnt auditmama. Itorn tints to umn upon 30 dayswarMiter: name InBaum. «519nm cam othm tnvstlnty tn mitten tn tamemun; amend ntsa‘ inntwt wage-aimmt tn nnrmmdy nttmttve upm the occunanee at an Event at [intent ortt an Event at Damn a mmum at the ante ot zudtmtntton, and (v, *Ftant tam: z mam: Bight; tnmm mnststtngot otnta. own»; :nrutas and new: (vt) 'gmm‘mns Ettgtbte Inventory conststtng of snippabta dlsplaysi tabetsltaga. pot cums, plastic pots. nmdudtan suppttas and acceswtes. lam and garden sunnas andmummies. plant deco and dlsh gardens; M) ’ww meats all payablés where anymdllcr holds a Iten intwesL Mather by statute motherw'sa. thatis snpenor to Lenders Uen on that Collateral: and (Vin) 1mgmeans tne tessev ot market value as ttetamu’nett by Lancet, or Bonowersoost aetmmtn‘ed ln amanner amlable la Lands. (c) The Bormwtng Base (or pumoses ol each Loan wtlt no determined by the most tecent Bommng Base Cett'd'tcate received by Lender. suttjecl however. tn adjustments by Lander consistent wllh thls agteernent. 1.04 Loans-under tit-w Lnans undar "rene ul Gamma subject toMtg: 4. Loans must be used only tor general working upltnl. $.05 mm! The Una ol Credll ls a revolvtng llne ofmalt; and dunno the *Avallatalllty Patton. subteet. to the terms and conditions at this egmemenl. Borrower may repay prindpat amounts and t'ebnn'nw them. Cum! Mutiny. LtC 2019 Rmc Credt Anreemnnt 35 1.0% m. Theumaidpri‘wmalbdanunoansumamemadcmmnmmmwdaralaequdto the gums «Haj Ibom monih LISOR plus 2.56036-wmm. Nil-mad on 1h: aday o1 each Lima!mmmmh ol' {bl 2 5m mannurn (Ihegremm‘r {rune tats he'gggymw Liam shall he dammed as ul theMartha um Wmmelr he dam mm rmmldwsimmlls not 88m Day. Iberian tbs Mm {ha-mm premix-mum unhemummy“. TheWW'msmsm mommwnwwmm 1st «as; of In'e calendarmm Humanism:1M me 5mm; Date. andum sumo one rmnlhmud. 1-0? Emmmmumu 0m. (a; Bmower shah nay nomad Interest on the Lune ol Credit on July I, 2019 and on the 1st day cl cam Line of Clad“ Month ans! lhe Closing Date lo the Mainlily Data (b) me Unpaid prlndpd Mame oi, ali unpaid normed Inlemsi an. and all other charges unu‘er ihis agreamenl w‘nlh tes‘pecl lo the Llne of Credit. shall be pald on May 31, 2020 (the 'liamnupag") 1,08 mm. Subjed low Repayments cl the Una cl Died! may be made a1 any limeMlnoul prepaymem lee or penalty, 1.09 311m. Loans undo: lhe Una ol Cradll will be evidencad by lhls agraanenl and a promissoty note in a lorm provlded by Lender (lha ‘31:“). ARTICLE 2 v COVEN”Us REGARDING 7H5 LOANS 1.01 km Eamlmn will be mm: upon melanin: uannu-mrlnW11 Each Loan mum munmum wan momqumwntsolwm' {mammals cpum. mm bemamas: Landarmm mum {Gamma Ilrnu) m n Bush-mmymulch is no: rm manme3mmDanna-In d1: am o! the man: am to]mu spam In: mummhum Nomarmllbarnaoa lluelnmoahlalhd Luau mammmxmum Rm: mum RLW win he lrrevucabl: mummy pcdpona maxing my Loan lo lho wont Lenderuddayed by nvejeallmlmlla a mother cucumelsnoe outside harm‘s tumblemaul. 2.0? Egquuygn gtminat. Allmmu‘lun! clwm Mares! umnrlhu LamWarrants. 01M! IIIE‘I Mares! a! theMaxlrmm Ram. wilt» manmm bait o! a yea: ol Willa-ya luvmam numb: arm: «number's: ay ml manning ma Insular] clam. and a! mpulnum 011mmmm a! IhoMnmum Rule wllr be hm upon a v62 MEI-55mmmm mam In lhemwediva yen! swig-lugging 3.05. llamas no Ilmnm thunmnmM u rall- alumni subjecl lo Adluslmunl by Lunar may Immune al any mums. m m the aggregala Lender: dannvvimllun n! a ram cl inbred mil be concuslva. sown! manifest em». 2.03 m To lha ex'lenl pennllled by Apgmble Law. Bomrshsll pay a [ale lea in lha amount of 5000'“: nl the amount of any scheduled paymenl due prior lo me Malunly Dale lhal ls not pald In lull when due, pmvided. rmwavsq that anypawl far In: lull amount man due Ilm ismadewilhln l0 days o! a due data shall nal be subject lo a late lea The nupoauon and paymenl ol a late lae M11 no!mslllulc a walla all Lender's llgllls wim tamed h an aenl of Dalaullas amult ol that lube payment 2M MEN. Umn 1Mmenu oi an Event ul Dalnnll. Ills umal Manna al lo-Lam: mu. In llw awn!mm by pplllu ml. all alum Balsam shall. Rumwe am all an Emil ofcial" unlll {In dale Lendarmlills’e Bumm- lllul slum Emmi ol Deleon ls walled Ill dwell U allWinn: an: pan «a lull. bear hams! al llm Darnell RI: But-lemmas woman-la atmg, rmmy amtmans (a) will: realm la Ilurunuald nmalualanwolmy luau, Illa rallr pet annualmm 'a9an In he 99m «mums. elk. pm. 5 mull.wmum; am lb} all".Mamba“ olllel Dullgmlnng, 10 000% pol almltrn. lnletcsl lmyahlaa me Defaull Rule 54M bepaiu from llma lo um: landward, m rfndm W696. {il al until” lull: Gullah. ml math lojularlymama blunt pawl-unim pmrlo’m Mammy ats «ll an Ila lad liar oi well man!“Wag Illa Mammy tum nrdamnnd lnr mmu‘nl manual unlll ma Calm-mam hm Mall pan In lull. allWham 1MWham! lhlln analnn may mull Ill lhewounding nlHm the poll-JIM: cl llllamam all! ncl constlule a wuwolol any Evanl cl Duull. 3mm slams ml:Mammal thal the Dalaull Rule heals a lam-null:wallowing la mamy:Manual cum andmm: «manna lllnl ale Pumas mllu‘pllle Landau mm incl: may us amull ulmm: ola was]! unuar lmnmnl or other LoanMulls. mung mmminim-u! larms of the Pumas agmmauu mnlalnall lh the LoanMutants. and la not Named loam an neatly-ta glualhsam at lnmllua not lodelauk undar lh'smemento: "weatherman Documents. BORROW INITMLS ___C_.‘;*_.__w i. J l . CoastalNunavut": 20m aux: Cro'ditAgmment 36 1m mmauwwmummmmcmadmmhmaamwm nmdmhmmmmmmmwmmmmmomentummamummm]mxwlummgmquantum. Muhammlnm'dhdbdhml.mammdwmmmhmamommmhmwmm-mmadnmmm mm'Wu-ulummmmdmuhluyhmmmmmmnMnnMJMmManmpd. $67 mtmpumnurfyumm (n) wwwr.medMNMeudMmm1.2019MOnma1lidayofuchLinedMmmummmblnmmm (b) hummmmuwmmmmamdmundertkwemmwmmmammmmmmanmmw m maddmmwmdlhomwMmwumummmwWhammy. 1.” mmmmmdMWbomwmmmdlnmmMnmm WMMMWHHWHE} .W2~GOVENAWSRW1HEM 2.01 m.mmmmmwhmdamhm. anus-Imummwhmmmummmwmmwmmiw”{mummymmmmnwmmammnqpunumcmmmmmmhumanism. mmmuminmmmmmmmmmm. Mm muvumm. marmwmmmmbhmlwmwwnmmwmmmmmw. m a! "mammiummmmmmrm wumuulmummWMMmmlmnllwrdmmhrmnmmdmmmm Gamma“Luldmmnammdmmlmmmmwhwamvma dmwmmdmhmmn. hWbMQmmbnuhmMWMamdmWuamuwmuummamymmmnw. WWsWdInlumdMIMWMMHW. 2m mTomsmmmwmamwmnuhlnmammmmdun-awningmwuwummmmumnmwmMam.m.lm wwmmfummimMUUaIbMamh manduduaumwmhummluhh. Themumuaumwmmamdumnhhwmahmvudndmuaml swamp-mam. 1M m‘Unmhummdmwdmhmwmummmmhmwwwmmuw,dummsmmmwmumwotwwmmmmmmmtnimlMuluMHmwdmmmmmmm.“mummm wmmmmmmmt'm‘mmwmmbmlmidWNMwmurmurImmune:bawdbhmwmmbm&mnmmumwmu mmm,lo.mmmmn. InhmmmlhmmlaMhmmhhmmmundmum.ilsdmamw.mmmmlmmlmmmmdnahrnnhbhumone:HMNMMHMMWhammbmmwmwmmmwhMacaw Mpmdwmmmlhmlmmlmm mnmdmhmnlnd minimdmfEwdw. WWNMphWMMIMMMMMmmdWMNMWMhmmmmmwy-IMdmmmwumMHwwmmummmumohdwmmmmwmbmWhmuIMhwummhmmbwmwamm “m ammwé 5} mwcmmGuam! 37 2.05 NMhslae-ndhgany gamble" m lhls agcaamom Io Inamany. (m no times! will ha dun on any amounmua underlmagreamenl IL maer Applica‘hteLaw, Lander s not ”stunned Inmay:mum] on Ihal emaum. and (b) in all ulnarmans intemst duemm .lhb agreement will be “upland at a-ntennlm «mu the Maximum Ra's I! Bomwam reamed by [mammy mines! on any amwm due nude thisWI .ul a. rate grain: than IhuMinimum Ram. inemum a!mam! duo an mat nmmtwll be seemed me Manmum Hale and an payments m mes: oi me Mmmum Rate win be owned m nave been Emma Wuhan!mpaymsmfea or many.m normama AH amounts «he: than mares wmda we paid ornamdm be pain {a Lmdeor Ihe um, lorhaam at dufonlinn of8mm" mmMednm ha Leads: una‘a um agraamem alum. Io me mien! panama bvWm 12w. be mannedwar me run mud tum atmu Manama. w ma! 1h: min a! imam on mum o! thatmagnum am ncl exceed 1mMum Pm Iur no Ionaa Ina lnddaamlm v.manning: 2.06 mumumgm o!mung. NI gamma at pmdpal.mm. ma othu momma w oemm undo! the Lam [JournalsM bemm to Lama in UA nullurs and an nun-llama? avaiwbb Mada. Whom Mal-DH. douuctlnn. ormumerdaim. nu Islet than 2.00 pm (alumna mm} on me dam-cm which Inns. pmmwa winHm due {any a! Irma anymnls made ansrme urns m {no mu dam-m bemam-nave been madam harmmum sum Dan. Ni myrmenu ram-«ea by term [Inch-dung. lo 1m emm gamma 0v Applicable Law. an prawns woman 1mm an so» 01mm: liwidallon nl ma Ooaiwa will bemum inma Obligaons 1n my order dawmlmd by lender naemy or latem ormaktnga (equally scheduloi perms"! «MbeMegan“ mr purpose: a! gnawing manew“! batman principal and Mutual. F0: lhin mamas. me paymenl wlhn hanttxtus #1::th macem me dale duo In my wan! Ids-1n ormdng, the wine: mar» by binder in an mm or “may. maintained upWe? anyolulmms m manna WMm usum men's: and «Mum; ma Gbgalions, wil In: prim ranks midanco a! «maximum and nmuuntmm Dbugaans, 2,51 WM So tom n Lam-nos anymm to mane mans o'lWWW underlhe Line o! Cme am unpaid or unaliead npunm mums n!WI. W: null mama-u nMummm mm: wm‘ Land's! [theWWW 9cm acmwng N all nl lha applicable mndiliousma Loan haw: 9mm Mllllaa. Lender shall mm theman Manama & Bummer a: sec lot-m in m- nquasi rm Loan 23y. at lm 09th:: of imam, (a) aepaa'lng the pron-sods In the Designalnd Autumn lb} rr warm. Imahrrlngmomm In an scam«swam hrwhom ol anW Chain; ul 911a mmn bym u: KCH lumbar, a {a}mma qu the numerals asmm pan-mm Imam this aqmnmsnt by anv meausappmpalu under lhe Gmunwlanoea'. 2.05 W. Lurmrmay rel-n In 3mm any Pmpaywm nae «mes-v {mm-lulu m ml: ameemnl. Il n Pmymenl ls auditioned upon prior «Alma lomum a: 31: opium or Lands-I. (a) llnal nunaawilb: “mucus. Mammal mlluammmammtm on theMomma: In ”gimme-.mdMina!mas mll m: meal Emma’sWon lom all elm: paymen mum undevlhc LoanWhat the damMen due Lei-marshal NM Riemann nl maulng any Prapaymenl Mamie paymam at asmum mm dugwe: unw thus «armament Em napalm-m a! a pmlm nl u Lam wlll M amply: m lire "mm out: nimahmty (la. no the lr-osl lemofe ”mam nlllns prim'pal dun under lhlt amen-mt. II Lanna: realm am Prepaymmr which il ts ram mmum, Londermw accepl ma Shown-It annual. lnal Lam may. an ammllnn oimanna.Wire w.- paymen! a! mug-real Mulch wouldmun lhe 3mmwould lhmuml Inamum Lemarmm benngalnd lowe! me. FWMI. of llwdslaWWI? amounl naval! wuldlzadue underlh'n agreement “mm bearish 2m gamma-1mm ll a any «mymo unpaid mnupal llamas at a loanmam lho mammum amount llmnol uwerlhe terms atm agreement lhmi uaon demand by Lander. Bwnwer :haIl repay that puma" at the pmu‘pal batman lltarmlinmot lnutmmmmmtml. altars withall unpatdmm inlunm on that walnut 110 Inammpgtmm. ll, tn connedlon wtllt any Loan boat trg tnteml at a tats m be detetmtnad In mule urtrr Dart an the: bails n! an appmble LtElJR based lndm {a 'LLBURmm mwatatmlma that [at-Unttm Statesmtaramt:m: not bang alter-rt to nan-ms 'n tne Lemon Mm market tor the momma amount at and: Loan. lb) magnets endmagnum meats do not amt to: determining ttta apat‘mhte LIBORBaud’m or (ct theamuse Ltson Bud Rain-dam not motel? and lam tells-:1 the tail lo barter bl lul'td'ng llttit Loan Lenderwall-OWHY v0 nnftt Ill! Emmer- Thematter. tte chinattm of Lia-tum In mace at maintain any Lam humbly Inland a1 [M asphalt: UHOR 8mm shall br-awn unit Lancermot-es sum nouns;m nu Loansweb would otnerm baa tntemat at the tantalum UBDRBasgd Reta shall acme interest at a.mantis rate based on on MM assumed by Lancer tn It; sot; mat-mum alter notice to Borrower. ARTICLE 3- COLLATERAL The payment and pertormance at the Obligations are secured by the following: Conant Nuraqy. LLC 2019 RLOC CredtAgreemenl 38 __ _ {a} aLImsinhvoralLmdermmdundu]IlseSewIywaemnldaladuHhammnbagm w Bum h moan twat-war. andi‘ijmmhorumwqumwdmhmm mammah anew-ml. «mental-hatnmma ummmcmnatmMmuwwemmdwmmtms.magma: ydmmWam- ammums securing all or sardineObi'qmm. the 'Wmm; tn] urmupun andmy maul: «Mum anymmnmmwotwmtamum“ mmmwmom mum. lammorobwmdaomwmm Mdm mom: ngraemanl: and (c) all renews, extenaima. amendmenm, modications and mtataments oi ihe {ongoing ARTICLE t» CONDITIONS $.01 ‘ WW. Lender's obllgmbon tn mam the Initial Loan is subiect In satisfaction at underssdo dxscmhn of the lolinwmgmndizinns macadam- 1a) WMMWMNWMWMWQMWMLWHmamm- agmw Md III ulna: Lammus In «Hatch wart II a Perry; tm new BMNDWmumm‘}: CHRISTMR VEUGH macawmarm w unwed and dnhvm'd ta Lander agwamvd inn Myriam-ii and paiuimm of an:03W {m Bade-u: rimiisiL-piiair‘rslidn and Sam Gum am indiwdualiy aidmummy. ‘mmg‘. and 1M gummy argon-mini exemied by Guarantor. me "My (c) Lender has rambled evidence satisfadunf in Lands. U1 {I} ihe [imam armmadame oidi Pain in the Loan D'ocumeuisulhmhm Lanna. aidmy! kit any Pany mm Is an imiduai. [ii] u: mammalian a! lheMM emailing theman Documents on Dena" oi those Panies. (d) Lauder has renewed all appraiseis and mspai‘iun repons tenured by Lender. in a [mm and content satisfaciory Io Lendey. (e) Lender has waived a Berra/wing Base Cemncaie; (f) Lander has received wineries smislanmy to Lamm. lhat Borrowarls in oompllanoe with all applicable Environmenlal Lawshal avidenm. lhe “v‘mnmmg 2mm; lg) wide: has received Nuance 3353mm: in Lander. lhai all raguiuinry annuals. Farmisaid liwnses requeivzdunommmmme museum-annuitiesmmmmn issuedMminmmmm: {n} may harm-slim ammo-summary Io Lander- trial itin- Llms 9mm launderum lireWei- p Denim-iii an um and enhmeae and. upon me Closing will be. unwell: partnered. and prior in the ngnie and moraine! all drierW. rim inane righia and mic-marsminim lo Lander in i1: adomoon: ( Lander hasmilieumumsnw ID Loam. Ilial Iill palm 91 insuranceWMm In: Lam Documentswe in. lullWu and aimmu'al nmrnrunis id time policies him bum pain inmuyh the dalemumw Landan (j) Lanna: has remand. al least 5 amass Dayspnnr in Ina Closing Dale. all documeniaiinn and other information [aquited by bani: regulatorymm mrapnibable 1mm yourminimum-s” and Anti-Tamrism Laws} including lheUSA. Palm! Au: (kl all represeniaiions and warranties of ail Parties ulnar than Lender 'm the Loan Dowmems me iruc and marred: (I) Lenders receipi oi a closing lea in the amnwil 0157,500o (them1; (m) V Lender has received ielmbursernmlol Lender‘s out oi pocket expenses, including Legal Fees. incurred 'n comedian Mlh lheunderwiling 0?th Lama nr lire Closing (collectively. lheW; (n) as of [he Claslng Dale. lhe lullo'wlng shall 'ue llu'e nwcoirecl: (i) no Dalauii er Event or Delauli has occurred and is condoning: and (in no event has occurred and m eardrummmidi has res-min or could reasonably be expected lemuil in. minimally or in innWe. a Melenaldiinae Elect. and. Coolie!Nmy. LLC 2019 RLOC Credit Mleemanl 39 (o) Lender has received an other documents, cedicales, lings. consents. appmvais' legal opinionsi informalion md other ptaoundllumsmueskad By Lender. HQ gigglmm Lnndet shat namemulgm hmake Um Lam mum mem1 p'mmdu'll In m9 Closing sel Innh hemm hamMn Iulrrmpm mmml Ins Chang has occurred on at hum Ina6mg Ike-11m Terminate" a! Lendeu’h mmitrnum In mm 1h: Lenin gunman! b tab shah an: mimeBum a! : Whoa In mums Lender lnr I13was nan-mass and own chmMal» byWm hmum M o4 my mummy autism. moot or under um mm Loan Dawnwnm. bul ammzhanotbe mgmod 10mm: Closing Fae Lenwall mbo wem oi Its obligsiim to make me Loan Immune: In Iha am: 0| a matenalmmga or lhe Ihwai madman a! Renown ur Gamma: primh Ibo Chaim. |I with: elects la dose [he Loan ens: Il‘m Chara Beading Lmdur‘smmmllrnem lo make the Loan shah be teamed lo have been amended lo ma actud Chang Dale 4.03 Mam. Lenders obl‘gaan In make each additional Lnan :5 subject to ma :ondilion precedent [hm on the Drawdown Dalei (a) Lenaér than rem e Lnan Raquees (a:Mm mmay. (D) all n1 ih‘e mndtrmns mitonn mmum have bun andmnlmuomummied: {c1 nwngmmmm nu.mummw 9mmwillmmmmmmlmammal: mummy slalarnums are hue-an: coma} as nl the arm Data. {I} Ina Imam“ ma warranes In [ha Luau Gummumsm law and cairn-l n houqhmadem mad am (i1 no Ewan! or Emu a! Dafmn haswoman am! remain "mud r would roam hum mt mammal luau; nil} them ha: menm navem 0mg» '11 the hands condition 01 Bmuwnr ave Guaranty or 'm {he candlilrm of lhamilalaral w anywas napalm mat-dams Lnaweak-e «an: n! Ill‘a gaunt 1m has mullet: m orminWI}- bu sweeten Iomun 1n a Meierld Adverse:Em. (in) Inamu pmmal mmuntul an Waring Lam: under [rm Um: 91 cm!" lat-JR! once: «man museUm aremot manner MRI lha nmnurll ofMlMum! Loan nose n-zi new! 1mmmmum damn! memo! arm:me Inrrnsc-t men agreement ana m Beam I1»memeMy mm mum: mummdm Mums and raleaaesrammg EaWm aridmummy Liam: Inm tom mmeduy hpplscahn Law. from and: gonna-am. mantra-m. malaria! rrmn u: vendor in each use.wkmam to work Wammmm mien oarnenlmmmamthagmum Lunatic: which pmnmaadmdybeen made prior to the Loan Request and (d) Lander shalt have mound all other documents. emulates. lings. oonmenls. armovals. legal cpinions. lnlormalion and olnar' precandllions' requested by Lender. ARTICLE 5- BORROWER REPRESENTATIONS $.01 Emu-Jam. From maa! ms data nereoland unIlI mar lime asdl 011mm havebeen pald In lull and Lama has no oligalinn lo makeaddm'onal Loans. Bum remainsmuwarmsb Lard?mat (a) ll Bormr ls anyunng other {harm lnulmual. tr has comm Min Hi appllnahle laws-wring Its organizau'on‘warm and lire nammlnn rams business. and is In swarms and goonmnhg m Its sale ofmanna and each slate in whld'l II conducts lis' bushess‘. ib} ills amlrbn deliver? and perfumes by Borrower ormmm Bowman loM i! is a puny. is Mmin lhe:yum and aulhorily of Borrower and have baa-I duly aulhorized: and the than Docummls haw Imam duly mauled and delivered by each of Illa Loan Parlies lherel. (c) Ihe Loan Documents do no! oonnlcl wllh any Applicable Law. (d) eachLaar-Dncnnmuowmch WbaFmrhaWLwldznd hlnolngagrumenlolmewer, unlmmtllumm Ban-um lrI murmur: Mlh iln lawns.ml any mmrm argm! mum-d Ihmrrdcn when uemledma delivered in Lender will be slmrlarty legal vallo. landing and enlomahluf [n] all manualMarquis and olmrwart; warmer“: mammals, Wanna-and farms u:mm daunting Em. Mum. Ill: Cullhlardl. at nlw alllul' III: u: dmmam {9a ‘f hinting lghlmullnn'lamtu Lamar In manna-cm wllll m agremml. aromas. camelMammy?manln'almnammmm Lander um and murals llnnwledga nl Inar armed mm.- lncludlng. wrlmul lumlallon. allmummnlrngarrl-Mun. (0 lharatraumanuwan!mmmwwllasmuhwhorwuldmamwybwwasullIn, lndlvlausl nrln me aggregate. anymalarialMane Ellen slnm themum care or the Flnm Informallmmended la Lender: ucza Io RLoc armament 40 (g mmmmmme ve to. are valid leasehold interest in. all of Its property and assets as mummy: w: nandil Inna-mmmm lawman-ummm nomm mmmom swam: Liensmums 06mm Under me man Bowman's, and mehawmbauun a! materialmm under a maa!I'm 1n whim ia am an enjoyswill! and undened paspssian unda summu,- {m the Emma Donna-am ameecwe to create. tn lawm Lanna. vagauvwd and orrfnrmnhbmw immln sum deal. Una and wows:mu aluminum Lam 9am anal: from aims 1o amm 'm the Comm!m 3mm mummoms an: salad to m: Lensmam puma along“:Mammals ui-alWm Pam. «up!MWMH mm stumble I: Lemur m as sub 05mm- Eacn a!me man Paula lam aim damned In Lends-all Comm-mun! Mu“:mum or mamm New by993mm and has gamma- :11 Myma mommy by Land“: {mm he the m. a! Ina 59;me Imam-1s by mingntWk}: m Emmet u nut 1m sumac! 01 my adamant mam-ave m noWu. w. mun atom despots panamaa $0W mowing: waster»! against 9mm that. I! datum-Inca adam- io Bmowar. is tantrum lmely pa navn I MaterialMums Erect. m lha Lam Dowmants do no!maa wills. nor is Barmwat In dafaull under a“? ”attain! ur mammal 81 aired provldlng lo: mmy towensbns atmammals: Indebtedness nl any nature In raped atmu:Em: s-n any manner direcuy or nonlingant'y obligated; {It} Emuwar has med all laxmm: (federal. slate; and local) requlvad lo be mad by Borrower and nu paid an taxes‘ assessments, and governmental clam and lam lhereon. minding Interest and penalties; ll} 8mm ls mmpllsm win-all Annlluahln Lam lmhrdm‘g pl Enulrwnuuu 13ml. am!Hun rs nan-um. mmnmlmug w lam-ligation pmmng m lo Sam: Immense Imam against 30mm Mmmm lo s Human-or any Applicable Lew (inducing any Bnvilonrnenul LEM byHonour Lm) no Loan Party has trailed stoma. uwd "arRalaaIea any Hummus Mnlmlal in. m w nliny olh: pmpemes n- laummomnd «lama by the Law: Fania lev‘cepl lormve’nlmulalullmm llial are meat! lobe used In theMum mums n1 hum-ms nl Ill: Loan Parlay {mun hmlwiea have been ma and um andmu“ Human cl ln mama mmpllanca wllh all sodium-l9 BMmnmznlal Lawn and there an: rm underaroun banks. alam Impoundmom: or mains. “marmopmw m terminally m'mnuny dosed. xmrwwlnirrumenu ur PCB-conrming equrrmml healed In. on oi :‘rl any elm:momma «latrine- nwnud or Imam by Mn Loan Pawns: (nl Borrower ll» previously calm-m: lo Lander cam onvnonmenial mail. .asamrrmntor inmlrmlon «won inmmbnmWdmLmMMMmepmmmpm dishg "lei-ya! Wmdule Closing Date miallng in arwimnrnnnial munitions uranium-ins unln Enviimmenlal Law: on any a! lire nr'openlus or mamas pwnad at leased by any Loan Parly, lo) Borrower is nola ‘forebn person' w'nli‘m the meaning a! S'ecnn 1445 bl the internal Revenue Coda at 1956: [pl narlhar Borrower not Gmantm is an “investment company as dened ln. or sublect to regulation under. the lnveeunenlmipany Actor 19m unmanned; [ct nomin Parry is wom-nnnowm ara are or iismmmwimaa. n tit! Mum amt-Magmull term um vi wrmamgwmngumn hack. altar-wart oi harmed: claw Lou: with: uncut. «than rllnsdu nr hm. ant! mettle:mummy. Incidentally or atrium. {fr Inmtdttaa-tlmyMaiuh tiled: or lo Emu aural lit-aim lorlnnmam: tit amusing ormm; liar-rain 5.1m u: In rennin Intrastate-arm crummymum tar-ms. cum arm tor altruism that maa a vbititun at. at that is tnmmistant with.mmmrm: or the Reguim. at the Board: lrl no Defaull or Event or Default hasmanned and is alumina; and ()1 nu Loan Paw or any Allillaia Inna! b in Malaimn rriany Anti-Tummmn Lam amt thwae oi lnepuma:d inc Loan Uy Burrmr Will rial violate any Anli Turnn‘mr Lam 5m lnlggmutgnammandsmlfh Btnrcwer‘s mbmiarn’nn as any tinnuwino Bane Certicate. xenon morn. «ritual: nr cuter inlnnnallon naminlng to in: sand-inure urwin-m. Enema or ntlrenrnsa. arm writmu ilme. maria-rot narmum unnar littsWrit. all be near-nan automation by amomentum by Bot-twatMma apart. record or automation ismmplate and accurate in all-matan'u remade as to themndttinn or nparallnna at Borrower (and. Happtluabln.mfs altsidianes. mum. pstnars‘ shmlrractars. members. or other princlpats).mm. without mlisllotr. all material contingent liabllltles and does not emit to state any mmt tact names-WIN make Ute-inlmmm contained thetaln not misleading. Coaml uwsery. LLB 2039 RLOG Cmdit Agreement 41 ARTICLE G - BORROWER COVENANTS Unulsuch lime as in Obligations have been paid in M1 in cash and Lender has nu obligation lo make additional Loans- Bm mm Wt shalt maintain a CurrantMia oi not less than 2.00:1 00. determined as oi the aid oi aacn ltscal wallet. 6.02 mm. 80mm snail maintain a Lemage Ratio oi not mate: than 1.50:1 ooi determined as of the end oi each scal year. 6.03 Dims-u mag! ing. 80W shall matntatn a Debi Sawtoe twang; Ratio oi nut less than i251 .00. determined as oi the end oieach sel year 5.0: mm. Borrower snail have nomisleading and shun not incur any aired «contingent liabilities at Momma. 0t Quantity oi the liabilities of allitera. except tttn Mowing if not ulheawiu pmltilrilad wide: the Lam Dommmts. {a} liabaias am obligmimsto Lander arm elite-muss.- {blmaulttadomditMl mitten 90 day:palm wwingminim: tngm tattt. n,Mammy: {:1 ii anMatias.mama nuns as an uidtvtmia! in: Imam mat-mm minutiae: to} lease obligetkms or aebtmm!» it»- t‘ismum oi lemming autumnal um tn maamt?woe oimm; and tel can! Harm“ ant: outsmart: in01mm on the ante at lttil tmmmim and til-M in 1Mmmmil-1 nal-mi dammit submilind ta Lender. in! mummy Wsnaiwtaaatotaawmwwttarmniat any L'mmn hanging.mummy. mpmvmmt Midlmrlnmotnmiaamimmwmalnmvmmts (alLsmtnn-woruttmmuormydnz Malian. intttmtnatvmt minim Um: agniatmpemtmnimmdimasanmwlmmmwr clumsily minim-w pin-pagan mate} Liana lottamnnt relate ME Elks!hm Wet thallium-int mm militant-mm nasal. aunt Inc idbMng ilnbl Imm: month-lad in: that Loan magma; [I] antes at 1mm cl inventory InMadman- cwme oi business and {hi alts- at lmmm of obmiittaarm out in the «amt? was of Business 3,0? mm. Mammal! not mattemvaatrnenta amp; ire iailumg to the extent not album prohibited by the Loa't Emmet-its; la} trimmer-itsm print to ina dais at thisWit and diadcsad in and minimum Lander in writing; (bi inuwmenls in entrant Suhaidlanas; anti {:1 tnmtmanls in nemmtee oi deposit. omnibus a! habitual. guvamrmt, or readilymmralabie securities Illa genus g ogurs. Barrows: snail not rne limits in other: amp! lite Irillovang in lb: exert! Ital outwit»: pram-w by lira Lam Bowman: {a}Mental auditmas: prior toma date oi this rig-amen: and ducioaad lama warmM Lani».- tn «tuna an atmm the data at nitsmoment in} sirens-ms at watt inmmt simian»: and {at mimntaedllmmenmdminmmbhmnammmmmmmm Imadgtndsumn-umitt-tittymm ni business m panel-ts other than inning mamhus. Simmering auraMinutes. 5.09 W Emma“ mama's-rmmam oi its amnion-mm mam-mic. atm1: aidmutt including full. true. andW crane: at at matings-anti Irmribwwmlang in its and inatrmadam m1 aaiitrltltaa an an annual basis. tn all material respects In conformity vain generaiy mptedacouunling principles (m1 5.10 Bonowershali iurnish in Lender: la) no later than 30 days after tile aid at aadtwill. a Bormwing Basemilitate current as at lite and oi that martlli. together with all-supporting dowrnaniatim required Dir Lander: (b) as anon as available. trut no Iatar than 120 days after the end at cad-t ilscai year beginning \Vitn scal year 12131120 19. a copy oi CPA Reviewed nancial atatamatttl ni Borrower tor that pet-ind; (cl as soon as avattanb. but m later than 30 days alter the and ni each scal quarter. s copy ot Set! Pranaren nana'al stagnant: oi Bummer tor thatpm; {it assoan as evaluate. taut no laiar than lire November tst altar the and at eadt Fiscal year, a copy at Sell Prepared ttnmc‘ml atatemanla ut Guarantor in: that perm; {9) assnmaaatraitaejutnoiateriltanSOdayaattnrmeonddaattnmmth.Edema agingatlhe receivables meant/Borrower. bylntrotneor aeumrnary agtnghymm debtor.“Milled!” larder. ConsulNam.@2019 nLot:M Agreement 42 [n‘ assoon as avanabla. butnolaler Ihan 30 days mar mavend'ofaad'l month. 'n a form and susten'w mommy to under, an agedsummayymumpayauu raw-I (a at vendor:- stwnq toms by mum an! Inm gleam and a damned aged awounu payable roped by vmoorshomg ml wulmnmg invoices and Incl: "mm aging {or Barrows {D} anewammo.butmlmmmmwmmawddmmmmhammwm mum tomay. a summary manta-ymum la- lucalan {h‘ annhue) mamum Mlh {101m values and aMIN mummy-rm bymm: illwm1 awnm values lo-Burma: (h) as mun asmm, bu: n‘ome:man Nmmner 1" amrthamm cl ouch aw yaw.mph: ni Mural «1mm: m mlnms NannyGama and Gamma.Mudhj dll Mummmu-uhibm andmy ”Winona 0! the lmy 11816; {1| pmmpllv umunwarmml. Copies ol any managemenl later: andmamas misting m management hum. 5m! w 0rWM m Bowman‘s or Guarantor;wounlmh: m: man-mug upunml. mun al anminus. cram. uf cummaximumsmynrdmg {I} anyHuman? mum bymy Gmmman‘u-I humanlymlm‘ng to balm.may. theMWL at any Hazardous Manuals win: rem! In mm mm. scum. or-onamm m {m ammm mam 80mm! mowing Hazardous MW: {k} manna ul 11w mm r11 awn! Ihe {ch-wiry. pmrn‘py. th may event no inlur than ve day: ael sun mm {I} any rmu'ul. In: claim w timerdam ll ed of threatened sauna! Sam m an amountam man “09.600110. (in :in 500313113.» Lsnuhi om Bow and any GmommnnlntMum: (in) Inn Innm by Bomrbn Wynn"m: mm: and [imam 01 this augment-u.M any ManamaMama Ew w. Ia awower. (v) anymange in Sam‘s name legal swam. plan at hummus or anal cumuwman or1m Henmuon 00mm. 0tM) me Release M any HmmusMamas an mewhen; u!m Lam Fan;a Violation o! any Enmvunmentnl Lam bv any Loan Pany: {I} )1 my limrml Mammal mulled All-3mm: agnnwll has: neon sampled; review.» wdlwd. n copy cl 1m] wnpm Mme m Milk!manual lm-lent. mung “ml amp; ol any mmpanvlng amounml‘a ream or 09mm and [ml molly 9pm Lnnder‘srwum. all olllul banks. m. alalelnenls. lists o1my andmulls. budgets. 19mm vapors, mums urnlhu inhalation numbing [p rhn nominal: or npelal‘ms nlMuller u- Eusmnlm requesled by Lendel 6.11 mmMmma. Barnum: shall not make any malen’al Change or modlllmllan cl, amowal‘s manner and melhod a!munling ample: required by the applicable accounng slandald. M2 uainmongg nlw; Barrow anal mall-min andpm all llama: omega. Imellwual propel“; llgllls and llanclllses Borrower now has at lalaracqulrem ad make an? rem“. mewala. orWe»: Inmpanmers propertiesill good mlklng condition. M3 gym“: and ood gunning. ll Emma: is any-Ihlng mnal [ham anMichal Himmler shall [new and malnlaln llsexlslenoe am good slandlng lnllle |unsdlcllon oflls fonnulon. all! ouafy and rel-lulu quarrel! lo cannula I: busmess ln each lunsdldlon in which such qualll'lcellon is raqu‘nréd. Ella Q,omgospg_032nmmugl Structure: ow mdl not mama in any mama line nl mm whom-nan} arm-n1 1mm Irma Imus ol warmsmama or Bummer and Ila Summon on mo dam howl on mymow: smmuallr roam: ormollonlol lama: and II Borrow ls manhlngwarm mammal. aannwer shall nul [a] hm:m nlluarm armor: any moodmy unluun lllal aubolmoly am mom: InWe: amainly of all on alumna; and all olhol ammonia and llama-solsmulled oy honour or lb} «wan. amnion. Mannie Lonoolwlo will: o: inlo ammo: Person, nl «aspen ol run-lama: in on: lrun'rannn cl ln amlb ulWl all ul auoslsnllallv all o1 lls oats (Mlelhur now uwwd or hammer aaquurad) lu or inlavcrol any Person. 8.15 mmwh Luv-um Boom shall comply In all respects wlln all Applicable Laws and pay before doimquency. all lama.monk, andmammal-ital dual-gasmum upon Emma: or ilsmay. Eaclllnan Pally shall alllaln and mainlain In lull lame and aHecl-and comply ln all malonal moods lMlh allmommy Permits and govemmanl approvals. 6.18 lgnnecllg. Bormwel she'll. a! any leasonable llnle and lrom llme lo lime, permlliLender o: any ol lls mulammlalms laeumlnundmammalian nmmm mum mdbocksolmnomillhoprooal'lles o1. Burrow and lo owns ma aflam nanoaund oooounlsolSelma“: Ill Bowler isolhor than an nominal) ofcers. rural-lots, panners. or managers ur Borrow‘ as appllrable: summer's lndmnanlml'mls. 'alld any olllel person dsolng wllll Bummer. Coastal Nulssly, LLc 2019 RLOC Cremmgraenanl 43 8.17 MM In} Emma shallminim a: cause In u: :mw; mum-mmum alm vim damagemmmmm twinkWampumma Comm! rumiulmmmay on awwmuas'u‘ mmmmmmim mural-ms asmm by kw. and mm mammalMm s manned by Lender tram hm: In tuna, In) AhMime: at lawman: rammed under nun man Docummzz must ca issuedm companies ammved 0v Lanna. and mus! hr: new-Paula In Lem ammlnh. forms. risk coveraga, expirMOnwas. and/am payabbeam museums" nmimonswulh doductlbies ol a maxunun of31mm) on 2m (mama!m Is mwmry. mulpmonl. Mums. and charm gamma pmpeny, In mummy. cammum panic; mm su‘putata analmange «m mt be (mom or unwind-ammo rnlnrmum ol 10 can unor writtenmm to Lam: muW1 disclaimer otm lama. InductorMum tn amid» sumWoo.mmn a Rm! Loss Payable Enrich-Milka: am any uuwMammals a: Landa maymam-sand mum name Lander as an swim-ml unnamed and lass game so Lrai all pm of such prawn or cesunuy humane shun be payable lo bender n Inawan! at usmpedwe Inlamst Ea) 50mm: mum m drawer to Lamar. on mWe than Chung Dela; «Meme 01 themamamum .u pmv'dodMm: wh In oudiw drdh an or bum Ihu ClaimWe. l1 Borrower In“ In IMIde my requlrm hm a: tails manlinue anr acquit-dmurance m lame. Lender mu‘y do so at Bwower'i em A! the Imam ol Leaflet. Bomw snail minimum Lancet on ammo. me can of any 1mm Insurance pad a;my amdlw added u me . BORROWERACKNOWLEDGEWAT IFLENDER SO FURCHFISEE- ANY REQUIRED INSURANCE. 1 HE INEURANCE WILL PROVIDE UMHED PROTEmION AGAINST FHVSIC‘AL DAMAGE 70 IE COLLATERaL UPmm AMOUNT EQUAL Yo THE LES‘cER 0Fm THE UNPAID BAD-WE OF THE OBLIGATIONS. SEQUDWG ANT UNERNED FINANCE GNARGE S. L19 (2) 114E VALUE 0F rHE cm.n1snw_; nowws. mama's mumr m Tm:- couarm MM N07 BE INSURER 1H mDWiDN, THE tNEURNdCE MM" NOT PROVIDE ANY PUBLIC LIABIUTYOR ”ROPER'IV DAMAGE INDEMNIFICATIONAND MAY NO? MEET THE REUUIREMBJTS 0F ANY FINANCIAL RESPONSIBIUW LAWS: {d} Fnr Imam:m humanmanna an In:Cum, Balm quhulm Lanna: la pruw'de In any Pam all Inbrmolm Limb! um amounahxmm mg m Gunmetal Hm lm or nannr Harmsmmmm at hm 5.18 amour shdI nulmw am- any Iranamdmykmwmmw Izmir run-mm. SubwayDramas. animal-wMin heMinn-ymum alumnus. tamer man wilt- pmrwmlan noun:b Land's mlmm andManama hams summary as amiable {aBum: as wound be oblamable byBorrow aI the time In a 03mm ann'siangth tram with a Parson cumman a famv MW. albaldm oréma‘a $.19 9319M Bummer shall nd us: me Lmms (a; for person]. tum” or rm mom. or {b} Io pummuwmay Margm Staci arm Inmt Inmum Perseus k1 Inc purposem sawing Huron 9M at Iamammalian? InmtadmaIncunad lo: unalpumusu. no Esmm. Warm" mm nay and was: anmatures to pay camnbuens adequate an mac! no!mim- ma minimm Imdmg mums under ERISAmin um In until andmy 3m Iliam annual uponmum In ha led [mu-m! In EHISA m comedian Mm 9am FBI-I Eur em 7w. In: nulr Lam: warm ien any:him Ir- :mmau or any Roman: Emu um mumWmhwmxds MI Im-miniqn u! my um Man byme Pm Eastern GuamWm at In: Illa wmm by "1620me Unim sum Dismd Cam at amm In Mun-new any PIan, "alga meant (he Bnplayea Renemem Inwma Sammy Acid 1974‘ as amended from limo Io Inna 531 Lggg- Chan. 6mm shunm ma IdIuMng- ta: mus. emnm and Lrgal Fem pad-m inmate: in cmmdm w- an; ammdmm mow-mums a mime al 1m pmvuInus a! the baa Gamma. {b1 male, mat-m an [unies paidurmwrmdln wumdbnm 1Mminim ormmu nnha Luau 9mm. motor rmmil lam-d; (c1 cosh. “scum and Legs: Fe: paid ormums: m madam mm my Insolmq:Wm mama a dawn unaw 1m [nan Down-Isms: Id) was nl suit and sum sum as the noun may aquadge asugsl Fem in any aclinn no enigma paw! a! the Hows nrartypm "wear. and (a)mm,Wand Laqaf Fen manned :opmtaci Molten» and securityMIN In: Collateral OnwmenIa. 6.22 Logger gym-u. Wilhln lea Business Days aer demand from Undone Bomwer. Bomwer 91a“ pay (m reimburse Lender for payment on (a) whet Closlng Expenses not nmviouslymm by Landau 623 mm. Uponmast by Leaner. Eonnwermu mogul-aw with Lanna: Iorwepurpoeesd. andmwmMmaybammmmummpeadmmmwwmmmwm «mammal Dawmsnu. orlamaulmountemolmuan Documents. cw Namely, Lm 2010 RLOC Cred! Agreenent IO 44 ARTICLE 7 w EVENTS 0F DEFAULT AND REMEDIES 7.01 M33, The following each mll be an event or dermis under this agreement (an ' van] ol DIM)? (a) any paymem required under the Loan Dmmmanlsis no! made within m days aner the dale when cue: (b) the Financiai Information nr any raprasentatinn atwarranty In the Loan Dourmanls In maleauy meanest ur mlalnadm when made or pmwdw, in) Emma are: um (o pay (atmm pennant an all Imus019mm or amassed on tho (mam pnarw m ammm «mum: in} minim («mac la hemama-sad: a! pawnsunwmrm'nd unearth: Loan Dominant mm {hr cam pun-mun!) a anal-mm luv Ina! hum m ur Mono he data when am {ii}mnlnn me Colman! {GI was {he Coleman be maintained] In goon common ann man-arr. 8| mmam m: memm: and conrm: nimo Lawn 0000mm: or (n) perform when recurred under mymanna: unde: this agmeman. (d) Inamum (I) any Harmer who is an individual. (ii) Hm is a any gamma} parllwol Iliad. partneushipMu: {s an indnridual. or {iii} "Borrow ismamum under a Dalmine In mat03pm, anyMumMm. under menusl; (a) amange In the equity interest of Borrower. m Ina ung o! any lax iien against Burrower or Guarantor. any member or general partner of Borrow. or agarnsimy cl [ha €30!qu and 1M samu Ix not dbdwgenfrmd wllhm 30 days altar the dole 11M; 191 rm insolvency Fromm rs lnlllamnyWar Grammar: or any lnsownncy Pmwng in‘rrraral agamsrWm 6min:m another Puma ism wwwged willrm no days ally ling: (m Borrower. Emmanror any Summary at 80mm var Cmrmwr in m haw-ms wrist! In a JudgnemN mgr-rem: ll} for Ihnnmwru clmow Inanmantamnl tam a! arch Mgrmu m mum:mam $500M no mmma nol ravarea bymammalwarm man-am: anwmar mumm: mesmrmomma w In}M nan. or mum rumnntw nemy: In nave. indivrauauy ur in Ina 999w. nMumMums Elm and. In etherm {A} enlaruemenl grammes are oommenwa byanymm noon am zrrm Jrrlw'l'rr'rrl. at {a} rm at a run-ind a! [m :mmmt day: dunng which may or anhmemqnt ol my summagnum, gym-a! mummy 9pm.“: arm-wag rsunr m elm (i1 lrr’eMellon at any nancrel Oovenanl. (D' any 'Everl or Delmll' as mar term is dened In me Loan Documents omer man this agrnemenr wlricn s nol cured within any applicable cure orm carton. m any dnlautl tn the payment or panama el a lien-n nrmndlnn 0| any cred“ agreement. note‘mm .ao'eanranr. mar edged unmet.deedhmmdem.momwaureemnmrmmmm«mmrgw-nuw Inehhdnsw Hm orogatruns ef Bummer lo larderwarty Alaes of Lmder. (I) any Malétlal Mversa Eecl a l0 Borrower: (n1) any ERISA Event: (n) tor mere that ten days alter nuneu Iron-r Lender, Barrera: ls tn detail under any term. com-rm! u common of this agreement not previously deserted In thismm. whim canwand by [he payment at a sum olmoney; (o) a Guarantordas, unless wllhln 90 days thereaer (l) such deceasedGum is reptam by endha- g‘mrmtar otthemen mountable to Luanda. [n Ira sole disc-whorl, thatWand! W Guamtur‘mtrlrualiun rrm'lm "t0 Gummy andmerm- e-rd arrive-m Ln Lem-r :th drummer. instruments and agree-metre «manager:mum an Lander runn- ruemaety require. or (In meg-Mean» deceased Bummermmendaam the demand fame nbhguttuns» under Ihu Guaranty ln amanner remap implant:- ln Lender. mt a Grurmrorrwnkrs r; amputee the terrain: at. nr tablrry under. my Gunrartry guarmtyrnq b‘onewer‘e obttqaltms no Lender [qt turmurolhan SDMattar-nohoutnununuerjmmu|ndatnttttunderawtmnmenanterechdlltn nttnls egremrartt nut prarrtwslyW in tnts gab! 1.01:We that it (I) rl bmany certain rst 610 damn unnt eewractuveomwémmm that so rmmmmtmnawmmcmmm damn wtrhin rhataoeaypannd an!Mutter dilbentty-annexpedttlatuty pruneedstnm and deleult. Illa-that sonar pennants he manned term term as 0mm Nursery LLCM18 Rt.0c Great Agreement reasonably required by Borrower in the exercise oi due diligencevto cure that default. up In amaximum of 90 days anar [he notice to Bom’Mer o! lhe Evenl of Default; and (r) any Loan Documenlmam to be inm lame and effect-at Is declatad void by a @vammentai humurllypr 811V party thereto anal ddm such unenfnrwabmty or Invalidity. or any-sawry infant inme Gollamal «salad by the Calml Documents shall hilarmaselomarshal hemmedhvmmm lhalllisnnl. avaldandpedaded smartly irmslhthe sewrnles. asses or properties covered thereby 7.02 Remedies. Upon ihe occurrence and during lhe continualion of a Defaull. Lender‘s obngaon lo make disbursements of Loan proceeds shat abate. Upon the newnenoe of an Event at Default. Lendermay: (a) without notice to Borrower. decline Loan Requests; (b) declare any and all Obligations due and payable. without presentment; noiiw of intent to accelerale or notice oi acceleration demand, protest or ttirther notice oi any kindr all of which are expressly walved by Borrower. and (c) exercise all other rights and remedies afforded to Lender under the Loan Documents or Applicable Law or in equity; except that upon an actual or deemed entry or an order tor relief with respect to Borroweror any or its Subsidiarles in any Insolvency Proceeding, (i) any obligation of Lender to matte additional Loans shall automatically be tenninaled; and (it) all Obligations shall automatically become due and payable. without presentment. demand. protest or any notice oi any kind. all ol which are expressly walved by Borrower. ARTICLE 8 ' NOTICES All requests. notices, approvals. consents. and other communications between the Parties (collectively; 'Notieee’) underthe terms and conditions ol the Loan Documents must be in writing and mahed or delivered to the address specied in that Loan Document, or to the address designated by any Party in a notice to the other Parties; and in the case ol arty other Person. to the address designated by that Person ln a notice to Borrower and Lender. All Notices will be deemed to be given or made upon the earlier to occur oi [at actual receipt by the Intended recipient ortb) (i) if delivered by hand or by courier. upon dehvory: or (Iii "delivered by mat. tour Business Days after deposit in the mails. property addressed, postage prepaid; except that notices and othercomrnunlmlions to Lender shall not be eliective until actually received by Lender. Borrower requests that Lender adapt. and Lender may, at its option, accept and is entitled to rely and act upon any Notices purportedlygiven by or on behelt of Borrower. even it not made In a manner specied herein (including Noticesmade verbally. by telephone, teleiacsimiie. ema. or other eledronlc means of communication). were Incomplete or were not pmceded or lollowed by any other lorm oi Notice spec'ed herein. or the terms theraoi, as understood by the recipient. Varied from any oont‘rmtalion thereot. All telephonic Notlws to and other telephonic communlwltons with Lendermay be recorded by Lender. and each Party consents to such recording. ARTICLES - GENERAL DEFINITIONS. ACCOUNTING MA‘iTERS AND DRAFTING CONVENTiONSI 9.01 Capitalized terms dened in this section are used ln this agreement as so dened. Except as otherwise dened In this agreement. or unless the cOntertt otherwise requires. each lenn mat ls used in this agreement which is dened in Article 9 oithe UCC shall have the meaning ascribed la that term in Article 9 ot the UCC. "Ad'lust' means to inaease or decrease; means increased or decreased; and “amt" means an ino'aase or decrease. 'Adiumt Date" means each date on which the rate oi lntereston a LIBOR Indexed Rate Loan is or may be Adjusted by Lander pursuant to this agreement. ‘mate‘ or a Person which is anything other than an Individual means another Person that directiy. or Indirectly through one ormore Intermediaries. Controls or is Controlled by or la undercornmon Control Mitt the Person specified. “EdTerrorism Lang” mean (a) the U;S.A. Patriot Act. (b) anyof the toreign aseets control regulations oi the United States Treasury Department (31 C.F.R.. Subtitle 8. Chapter V. as amended) or any enabling legislation or executive order relating thereto, and (c) any other laws relating to terromm or money laundering. means all existing and tuture laws. orders. Ordinances, mics and regulations of or by a Governmental Authority: except that In determining the Maximum Rate. Applicable Law shalt mean those laws. orders. ordinances. rules and regulations in etiect as oi the dale hereof or if there ls a change in Applicable Law which (a) permits Lander to charge interest on amounts which Lender would not otherwise be permitted to marge interest, or (b) increases the oennissible rate oi Interest then the new Applicable Lawras at Its affective dale. 'Board'rneans the Board oi Governors oi the Federal Reserve’Sysiem ot the United States cl America. Coastal Nursery. LLC 2019 RLOCm Agmemenl 46 “W shall have memeaning specied In the preamble ol this agreement means a oetulicate in a form awep‘able lo Lender. propeny completed and cedied by Bormwer. for purposes oi calculating lhe Borrowing Base, togelher with all supponlng documentation required by Lender. mgggf means any day olher than a Saturday, Sunday, or ulnar day on which commercial banks am authorized orrequlred lo close under lhe Applicable Laws ul the Slate of Calliomla. u are ln fad-closed in me Stan of Calllomla, ‘CIosing‘ means (a) the acknowledgement by Lender-that all oondllions precedenl lo the inlllal Loan are saliaed or waived in accordance wllh lhls agraemenl, or (b) the initial Loan is made. whichever ls earlier 'w' means the dale al the Closing. 'W' means June 20, 2019. “Ma" means the lntemal Revenue Coda of 1986. as amended 1mm time to time. fmr ol a Person which is anything other than an lndividuaiimeans the pOwer lo direclthe managemenl and policies oi that Person, already or indirectly. whether through the ownership ot voting securities, by contract or otherwise. and the terms ’oontrolling' and ‘eontrulled‘ have meanings correlative to the foregoing. “93' means an independent certied public accountant acceptable to Lender. ”SEA-Amt! -' audited by a CPA. including an auditors Opinion. "CPA Reviewed“ means reviewed by a CPA including a review report. 'M' means. at any date of determination. the ratio oi current assets to current habillties at that date. 'Dehlgm gimmeMp' means at any date dide‘len'nlnalion the rah'o at {EBITDA minus Dlstbutions), to (total interest expense plus the prior period current portion oi Funded Debt). ‘Mdj means any event oroondition which. with the passage ot lime or the giving oi notioe or both, would constitute an Event oiDefault means. as applicable. living expenses tor indhrlduale. or cuidends, distributions or other payments (whether in mesh. securities or other pronedy) 'Wilh resped to any capital stock. membership interest. general or limited partnership interest. benecial hierest in a trust or other equilyinterest. "amount Deg" means In the case oi any Loan. the date on which that Loan is made. 'Egl‘rDel' means at any date (a) not income. excluding any extraordinary and nun-operating income, ol a Person tor the preceding twahle months plus (b) myinterestmeme. income-taxes. depredation, amortization. and othernomzash charga fotlhat twelve months m the extent they were deducted from gross rnoorne towallets net income. 'ggyironrngntgl Lay" means all Applicable Laws that relate to (e) the preventiOn, abatement or elimination oi pollution. or the protection or the environment. natural resources (Including water vapor. suriace Water andeubsurface water. surface and subsurface land. air, aquatic tile. wildlife. vegetation. and any other biota} or human health (to the extent relating lo exposure to Hauroous Materials). ornetursl resoutm damages. and lb) the use. generation. handllng. treatment. storage, Release. transportation or regulation ot. or exposure to, Hazardous Materials. including the Comprehensive Environmental Rnponse Compensation and Liability Act. 42 u,s.c. §§ 9501 er seq. the Endangered Species not. 1s use. §§ 1531 at my. the Solid Waste Disposal Act. as amended by the Resource Conservation and Racovary not, 42 U.S.C. §§ 5901 etseq.. the Clean Air Am 42 U.S.G. §§ 7401 9i seq.. the Clean Water Act-33 U.S.C. §§ 1251 atseq.. the Toxic Substances Control Act, 15 U.S.C. §§ 2601 er sum. the Emergency Planning and mmunity Riphtto Know Act, 4.2 0.3 C. §§ 11001 arsed, the Carpenter-Presley- Tanner Hazardous Substance Account Act (Health a Safety Code §2530 at seq), the HazardousWaste Control Law (Health s sareiy Code §2sro at seq), the Sate Drinking Water and Toxic EnroroamentMarissa (Health a eatery Code §252249.5 er can}. the Underground Storage oi Hazardous Substances Act [Health 5 Safely Code 525280 et seq.) end the Porter-Cologne water Quality Control Act {Water Corie §1aroo atmy. ’ERlSAmusty means any trade or business (whether or not incorporated) thaL together with any Loan Party, is treated as a single empl0yer under Section 414th) or (c) 01 the Coda. or. solely for purposes oi Section 302 of ERISA and Semion 412 oi the Code. Is treated as a single empioyerunder Section 414(b). (c). (m) or (o) olthe Code. (a) the occurrence oi any “reportable event‘ as dened in Section 4043M oi ERISA or the regulations issued thereunder. otlrerthan those events as to which the adday notice period has been waived, with respect to a Coaml Ninety. LLC 20i9 RL‘DC Cred! Agreemmr 47 Plan; (h) any failure by any Pia'n to satisfy the appucable minimum tunding standards under Section 412 or 430 a! the Code or Section 302 or 303 ol ERISA. mather or not waived; (c) the {ing pursuant to Section 412(c) of the Code or Section 302m of ERISA of an application ior a wn’iVer ol the minimum funding standard with respect lo any Plan, Ihe failure to make by uls due dale a required instalment under Section 306) oi the Code with rapedm any Plan or lhe lailure lo make any requlred contribution lo a Muitiempioyei Plan: id] a detemiinaiion lhal any Plan is, or is exoacled [o be. in ‘at risk' slows-{as claimed in Section 303mm) of ERlSAor Section 4300(4) oi lhe Code): (e) lhe lnwrrenoe by any Loan Pally or any ERISA Aiale ol any iiabilily under Title iV of ERISA wilh respect lo the lamination ofany Plan; (f) the raoeiptby any Loal party or any ERlSA Alliate from the Pension Benefit Guaranty Corporation or a plan adminsllator ot any notice relating to an intention lo tenninala any Plan or to appoint a trustee to administer any Plan. Ortne oacunenw ol any event or condition Which could reasonably be expected to constitute grounds under ERISA lor the termination of. orthe appolntment of a trustee lo administer, any Plot; lg] the incunence by any Loan Party or any ERlSA Afiates ot any liability wiln respect to the witndawal or partial withdrawal from any Plan or Multiornpioyor Plan: in) tho receipt by any loan Party or any ERISA Affiliate of any nation. or tha receipt by any Mnlempioyar Plan from any Loan Party or any ERISA Afliate oi any notice, mnoaming the imposition olWithdrawal Liahity or a determination that a Mumemp'loyer Plan ls. or is expected to be. in critical or endangered status. within the meaning of Section 305 of ERISA: (I) the occurrence ot a nonexempt prohibited transaction (within the meaning oi Section 4975 ol the Coda 0r Section 406 oi ERtSA) which cbuid reasonably be expected to result in material liability to any Loan Party; or (j) the occurrence oi any other event or condition with respect to a Plan or a Multiempto'yer Plan Mitt respect to which any Loan Party is likely to incurmaterial liability other than in the ordina'y course. 'Elmg’glgngnt' means any covenant contained in the Loan Documents regarding the nancial status at a Person other than Lander. means all outstanding long term liabilities tor money bottomed tor non-consumer purposes. other long term interest-beeng nmeonaumer liabilities. and capital teases. "Govemrngntal ailingritf means any notion or‘ government any state or other political subdivision thereol. any agency, authority.tnatruntentality. regulatory body. court. administrative tribunal. central bank or other entity exercising exewtive, legislative. ludlolal. taxing‘ regulatory or administrative powers or lunatiorisot or pertaining to govemment ' gardens Material“ means any substance. materiat or waste that is or becomes designated or regulated as ‘loxic,’ “hazardous,' ”caustic,“ 'pollutanL' or 'contaminant‘ ora similar designation or regulation under any Environmentd Law or could reasonably be expected to lead to liability under any Environmental Law, and shall also include. without limitation, asbestos in any lonn that is or could reasOnahly be expected to become friable or asbestos containing materials. potychlorinated byphenyls or radon gas, PCBs, petroleum petroleum products. natural gas and explos‘nre or radioactive substancesand lead. means the Inoclmcy oi a Person. the appointment or e receiver. trustee. custodian. sequestrator. monster or similar olhciat oi any pan of a Person's progeny. an assignment by a Person tor the bertctil ol creditors. or bro voluntary or involuntary commencement oi any proceeding under the Federal Bankruptcy Code or any other barluuptcy or insolvency law. by or ogdneta Person. including the winding-up or liquidation ‘ol a Person. "interns means a date on whim regubrty scheduled payments oi interest are due. ". pretest Period“ means with respect to a LIBOR Indexed Rate Loan. each period commencing on the date that Loan is made or the appltcabte rate is recalculated; until the next Adjustment Date or. it earlier. the respectiVe Maturity Date. means. as to any Person. any direct or indirect acquisition or investment by such Person. whether by means oi (a) the purchase orother acquisition ot capital stock brother securities oi another Person. (b) a loan. advance or capital contnbtitldn to. guarantee or assumption ol debt of. or purmasa orother acquisition oi any other debt or equity participation or interest in. another Parson. including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guarantees indebtedness oi such other Parson. or (c) the purchase or other acquisition (in one transaction ore series ol transactions) ot assets oi another Person that constitute a business unit; provided. that for purposes oi covenant compliance. the amount oi any investment shall be the amount actually invested. without adjustment torsubsequenl incensed or decreases tn the value oisuch investment 'giggrm‘ moans a Judgment. order. writ. injunction. decree. or rule ol any court. arbitrator. or GoVemniental Authority. “ g Fm' means any and all counsel. attorney. paralegal and law clerk lees and disbursements. including. but not limited to tees and disbursements at the pretrial, trial. appellate. discretionary review. or any otherievet. incurred or paid by Lenderin draiting aid negotiating the Loan Documents. closing the transactions Contemplated hereby. and protecting and enforcing Its rights and interests under the Loan Dommants. Coastal Nursery. LLG 2019 RLDC Credit Agreernmt 48 "Lender Shall have the meaning specled in the preamble ol this agreementand any successors and assigns of any of its n'gms and obligations under this agreemem. ‘Lsuaraga Rab“ means at any date of determination the ratio ot total liabilities to Tangible NetWorth at that dale. 'LJEQR" means. for any Interest Period. a rate per anmim equal to the London‘lnterbank offered rate as administered by the ICE Benchmark Administration (or any other Person that is designated as succeSsorto the ICE Benchmark Administration for purposes oi the administration of such raté) iordeposits In U.S dollars with a term equivalent to such lnterestPeriod appearing on the apptlo-able page or screen at Bioombergmm (or. in the eventzsuoh rate does not appear on a Bioombergoom page 6r screen. on the appropriate bane or ween of such other information service that publishes such rate as snail be selected by Lender lrom lime to time in its reasonable discretion] at approximately 11:00 a.m., London time. means a Loan whidi bears interest at the LIBOR Indexed Rate. L‘m' means any mortgage. pledge. assignment. deposit arrangement. privilege. enwmbrance, lien [statutory or other), cringe, oi preiaranoe. prioniy oroihersecunly interest or preterenllal arrangement In the nature of a security interest oi any kind or nature whatsoever (including any conditional sale or other title retention agreement. any easement. right ot way or other enmmbrartoo on title to real property. and any nancing tease having substantially the same economic eitect as any oi the foregoing} fmDocum‘ means this agreement, the Note. the Collateral Documents the Guaranties, and ail other agreements and instruments required by Lender for purposes of evidencing or securing the Loans. MM" means. individually and collativety, Bonewerand Guarantor and a grantor at a security interest in the Collateral, means any and all claims. suits. liabilities (tnduding, without limitations strict abiilties)‘ actions, proceedings, obligations debts, damages. leases. caste. expenses. nes. penalties. charges, lees, Judgments. awards. amounts paid in settlement oi whatever kind or nature (including Legal Fees). 'Morn‘in Singir' shall have the meaning assigned to such term in Regulation U. 'Materiat Adverse EM means any set at circumstances or events which (a) has orcould reasonably be expeded to have any material adverse etiect as to the vadiiy or enioroeabiiity or any right or remedy oi Lender under any Loan Document or any material ierrn or condition therein against the applicable Person; (l1) is or could reasonably be expected to be material and adverse lo the ilnana‘ai condition. business assets. operations. or property of the applicable Person, including any material portion oi the Collateral; or (c) materially impairs or couiri remonabiy be expected to materially impair the ability oi the applicable Person to perform the Obligations. magnum; Raig' means that rate per annutn Which. Under Applicable Law. may be dtarged without subjecting Lender to civil or criminal tiabitty. or limiting Lender‘s rights tinder the Loan Dourmenm as e result of being in excess oi the maximum interest rate which Borrower is permitted to contract or agree to pay; except that the Maximum Rate on any amount upon which Lender is not permitted to charge interest will be zero percent, _ ‘Muittemgtgm‘ means a lnuittemptoyerpian as dened in Section 4001(a)(3) of ERISA subject to the provisions oi Title IV of ERiSA and in respect oi which any Loan Party or any ERISA Aiiiliate is an “employer as defined in Section 3(5) oi ERISA rneens all loans. advances. debts, indebtedness, liabilities and obligations oi Borrower to Lender arising pursuant to any oi the Loan Documents (whether or not evidenced bye noteor instrument and whether or not for i‘no payment oi money). whether now existing or herealter arising. whether direct. indirect, absolute or contingent. due or ta become due. related. unrelated. xed. liquidated. unliqutdated, ioint. several. orieint and several “m" refers only on a named party to this agreement or another Loan Document. as the context requires mean any and all franchises. licensee. teases. permits. approvals. notications. cemrrcations. registrations, arithorizaons. exemptions. qualications aasanents. rights ofway. Lions and other rights. privileges and approvals required to be obtained from a Govemmen'tel Authority tinder my Applicable Law *M'means an inmviduai. a corporation. lbnit'ed liability company. partnership. joint Venture. association. joint-stock company. trust. unincorporated organization. or other business entity. or a govomment or any agency or political subdivision thereof. Coasut illusory. LLC 20.19 Eton CreortAgreament 49 “Elm“ means any employee pension benet plan [other than a Mulliamployer Plan) subjecl lo the provisions of TIUe IV of ERISA or Section 412 of the Code or Section 302 of ERISA and in respect or whk:h any Loan Party or any ERISA Afliale is (or it such plan were laminatedmuld under Section 4069 of ERISA be deemed Io be) an ”employer as dened in Section 3(5) of ERISA. “M means la make a Prepayment. War means a payment of dl or a pom’on of the unpaid pn‘ncipal balance of a Loan prior io the dale Mien due. wnelhar voluntary. by reason oi aweieraiion, or oiherwise. 'Ragglgmn U' means Regulation U oi the Board as fmm time to lime ineffect and all ofcial rulings and Interpretations thereunder and thereof. “Rama“ means any placing; spilling. leaking, seepage. pumping. pouring. emitting, emptying. discharging. injecting. escaping, teaching, dumphtg, disposing. depositing oi migrating in. into or onto m through the environment. ‘Seif Emared‘ means for the nancial slalernentofany Person. prepared by thatPerson. and not complied. reviewed or audited by a centred public accountant. ‘.s_u-Ewan: oi a Person which is anything other than m individual means a business entity oi which a majority of the shares ofsecurities or other inter-em hatdng ordinary voting power iorthe eledion of directors or olhargoveming body are at the time beneficially owned. orihe management of which ls otherwise controlled. directly. or indirectly by that Person. Unless otherwise specied. all references to a 'Subs'idtery"or to ‘Subsidian’es‘ shall rater to any Subsidiary or Subsidiaries, it any. 'Tglhie Nat Worth“ means at any lime of determination. iota agate, lessttie sum of (without limitation and without dupcaon at deductions) the lotiowing at that time' (a) total llabilhies. (b) any reserves established by a Person tor anticipated bases or apenses. '(cl the amount. it any. or all intangible items including any leasehold rights. the amourn oteny muesli-hunt in anyMinute or other entity including a Sutrerdiary. good will ilnciurngeny amounts. however designated on the balanee sheet. representing the cost oi acquisition oi business and investments in exaese oi underlying tangible assets). trademarks. trademark rights. trade name rights. copyrights. patents patent rights. licenses. unamcntzed debt discount. marketing expenses, and customer and/or mailing lists. (d) all amounts due from employees. stockholders. end Subsidiaries. and (e) any other asset deemed intangible by Lander. 'ULC‘ means the Uniform Commercial Code as enacted in the Governing Law State. means the Uniting and Strengthating Antonia by Providing Appropriate Tools Required to Intercept and Dbstnict- Terrorism Act of 2001. Public Law 107-56 {signed into law on October 26. 2001}. means liability lo a Multiempioyer Plan as a result at a complete or peral withdrawal from such Muitlemptcyer Plan. a such terms are dened in Parti or Subtitle E of Title IV oi ERISA. 9.02 Assam-rung Mag . Ail accounting tenne not specically dened herein will be construed in accordance with GAAP. All nancial covenants applicable lo an individual will be calculated based cn that individuals business. exclurhng personal assets and "abilities Boncwer will not change the manner In which either the last day of its fiscal year or the last days oi the first three scal quarters cl its fiscal years is calculated. ti at any time any change in GAAP would attest the computation of any nancial ratio or requirement set forth in any Loan Document Lender may amend that ratio or requirement to preserve the ortgtnat Intent lhereot in tight of that change. 9.03 Dral Co ire one. Unless expressly stated therein or the contaid othenivise requires. the Loan Documents will he interpreted in accordance with the lollcwlitg (the (a) the words ’mciude.‘ "includes." and 'including‘ are to be read as It they were tollowcd by theohraee "without limitation”; (b) unless otherwise expressly aloud. terms and provisions application to two or more Persons shall apply on an individud. as well as collective basis: (c) headings and captions are provided for convenience only and do not afiect the meaning of the text which followa: (d) tolerances to an agreement dr instrument means that agreement or instrummt. together with all extensions. renewals. modications. utbstiiullons and amendments thereof. sublect to any restrictions thereon in that agreement or ristrumant or in the Loan Doctrine-ms. {El ANY REPORT 0R DOCUMENTTO BE RECEIVED BY LENDER SHALL BE SAYISFACTORY IN FORM AND CONTENT TO LENDER; (F) WHEREVER (l) LENDER EXERCISES ANY RIGHT GWEN TO IT T0 APPROVE 0R DlSAPPROVE. (ll) ANY ARRANGEMENT OR TERM IS T0 BE ShTtSFACTO‘f T0 LENDER. 0R (ill) ANY OTHER DECtSiON 0R DEFERMtMTION is TD BE MADE BY LENDm. THEN EXCEPT A5 MAY BE OTHERWISE EXPRESSLY AND SPEClFiCiLLY PROVIDED Ti-IEREIN. THE DECISION T0 APPROVE OR DiSAPPROi/E. ALL DECISIONS THAT ARRANGEMENTS OR TERMSARE SATISFACTORY 0R NOT SATISFACTORY. AND ALL OTHER DECISIONS AND DETERMINATIONS MADE BY LENDER. SHALL BE IN THE SOLE DISCRETION 0F LENDER.WITHOUT REGARD FOR THE ADEQUACY OFANY SECURITY FOR Donate! Nursery. LLC 2019 RLOC Credt Agreement 50 WE OBLIGATIONS: (g) whenever by Ihe erms of the Loan Documents. Borrower is pmhlbited trom taking an action ur permitung the occurrence of some circumstance. Borrower shall not. directly or indlredly lake that action. or permit lha'l circumstance, or direcy or'indiredly permit any Subsidiary lo rake ihai action or pennil ihalairwmsianca; (h) evidence or lira mace or non-unwnance oi any reveni. or Ihe exisierrw or nmxisienna a! any circumstance In be detivemd to wider musl be in a farm saslaclory lo Lender. if} unless specied «new. mismncas la a simule or regulation mus lhsl slams or regulation as amended or supplemented lrorn lime lo lime and any corresponding provisions of successor staluies or regulallons: (j) unless othemise specified. all references lo a time of day are reiererrces lo [he limo in Calilornla: (k) relerences lo "monlh' or 'year' are relerenoes in a calendar month or ntendar year. respectively. unless otherwise specirmliy provided; (I) ii any date specied in this agreement as a dale inrtaklng acllon ialls nn aday that is note Businese Day. then that action may be when on the next Business Day; (m) a pronoun used in relerrlng gonerallylo any member oi e class oi Persons. or Persons and things! applies to each member oi that class. whether oi the masculine. feminine, orneuter gender". in) references to “articles." “sections," ‘subseetlons‘ 'paragraphs.‘ ‘exhibim: and 'schedules' reference articles. sections. subswtons. paragraphs. exhibits. and schedules. respectively. of this agreement unless otherwise specifically provided: (o) the words ‘hereol.' ”herein,' “hammer." and 'hereby‘ refer in this agreement as a whole aid not to any parliwler provision of the agreemarl: {pi the denitions in this agreement apply equally to both singular ard plural forms of the terms donned; and to] for purposes of computing periods oi time from a specified date lo a later specied date, the word 'irpm‘ means “from and including" and the words ‘to' and "until“ each mean 'lo but excluding“. ARIIOLE 10 - MISCELLANEOUS 10.01 This agreement and the other Loan Documents. collectively: (i) represent the sum oi the understenelngs and agreements between Lender anti Boomer concem‘ng this credit. iii) replace any prior oral orwn‘tten agreemenm between Lender and Borrower concerning this credit; and (iii) are intended by Lender and Borrower as the nal. complete and exclusive statemenlof the terms agreed lo by them. in the event of any conict between this agreement and my other agreements required by this agreement. this agreement Mil prevail. 10.02 Jul a Several Obit one. it Bonower consists oi more than one Person. each Borrower (a) expressly acknowledges that it has benefited and will benet. directly and indirectly. from each Loan and acknowledges and undertakes, together with the other Borrowers. joint and several liability iorthe punctual payment when due. whether at stated maturity. by acceleration or otherwise, of all Obligations: lb) acknowledges thatihis agreement is the independent and several obligation o1 each Borrower and may be eniorced against each Bonowarseparaieiy. whether or not entorcement. oi any right or remedy hereunder has been sought against any other Borrower: and (c) agrees that its liability hereunder and Under any other Loan Document is absolute. unconmtionei. continuing and irrevocable. BORROWER EXPRESSLY WAIVES ANY REQUIREMENT THAT LENDER EXHAUST ANY RIGHT. POWER 0R REMEDY AND PROCEED AGAINST THE OTHER BORROWERS UNDER THIS AGREEMENT. OR ANY OTHER LOAN DOCUMENTS. 0R AGAINST ANY OTHER PERSON UNDER ANY GUARANTY OF. OR SECURITY FOR. ANY 0F THE OBLIGATIONS. 10:03 Authority to Bind Borrower. Il Borrower lscontprised of multiple Persons. any Person comprising Borroworis atthorized lo bind all parties comprising Borrower. Without imitation oi the foregoing. Lander may require any Loan Request or other request, authorization. or other action by or on behall of Borrower be by one or more individuals designated In writing by the parties comprising Borrow (a Lendermay, at any time and without notice. waive any prior requiremenrthat requests. authorizations. oroiner actions be fatten only by a Designated Person. 10.04 Binding 552g; Successgg and Aglgns. The Loan Documents will inure lo the benefit ol and be binding upon the parties and their respective successors and assigns. except that Borrower may not assign or transfer any oi itsnghts or obligations tinder any Loan Documentwiihmrt prior written consent oi the Lander. 1 0.05 Mommy Pathologist. Borrower shell not sign Its n'ghtx or obligations hereunderwithout Lender‘s consent. Lender may assign or sell participations in all or any portion of ‘ns interestin the Loans or under the Loan Documents lo any Peredn. Lender may disclose to any actual or potential assignee orparticipant any iniorrnalion that Hanover has delivered to Lender in connection with the Loan Documene; and Borrowershalt cooneraleiully Milt Lenderin providing that i'nlormotion. 10.05 Severebllh. Any provision of any Loan Document which is prohibited or uneniorceable tn any jurisdiction shell. as lo that Jurisdiction. be ineiiective to the extent of sudi prohibition or unenlorceability without invalidating the remaining provisions ot that Loan Document or attesting the validity or enforceability oi that provision in any other iurisdiction. except lhal‘if such provision relates to the payment oi any monetary sum. then Lendermay. at its opon. declare all Obligations immediately due and payable. Coasul Nurwy.LLG 2019 RLOQ omenmmr 51 10.07 The Loan Documents may not be amended. changed. modled. alleted or tenninaled wnhuut the prior wn‘tten mnsentof all Parties lo the respective Loan Documenl. 10.08 6093mm Law. Except as expressly stated 1herein. Ih‘e Loan Documents will be governed and lnlerprelod by applying Ina law: a1 the Slate or callfomia (the "gmlm Law sale? Mtho‘ul mgard lo ds conicl oflaws prhaiplm Bonn-war understands Inal lhe laws of lbs Govemlng Law Stalemay diner from the law: of the Stale where Bonem resides or chemise is lowed er mere the Collateral is located. Bones-m understands. agrees and damages that la} lhle agreement and llle transaction evidenced hereby have alga-linden! and substantial «News with the Governing Law State. (bl ll is convenient to Borrower end Lender to sued the lew at the Governlng Law mate re govern this agreement and the ire-reactions evidenced hereby. to} the transactions evidenced by this agreement beer e reasonable connection to the laws oi the Governing law State. id} the droioe oi the internal law: oi the Gaming Law State was made tor good and valid reasons. and (e) he choice dithe Governing Law State oonsiltutee good and valuable domidemtion tor Lender to enter inte this agrees-neat end Lenda tree entered into this agreement In relianw on this choice. 10.09 msorcmu Annmagi BORROW IRREVOCABLY AGREES THAT. Ar THE Option 0F LENDER. ALLACTIONS. PROCEEDINGS 0R COUNTEHCLNMS satellite OUT 0F 0R Rewrite To THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WiLL BE LmGATEo lN THE SUPERIOR COURT 0F CALIFORNIA. FRESNO COUNTY. CALIFORNIA. 0R THE UNrrED STATES DISTRICT COURT FORTHE EASTERN DISTRICT 0F CALIFORNIA. BORROWER IRREVDCABLY CONSENTs To SERVICE, JURISDICTION. AND VENUE 0F THOSE COURTS FORALL SUCH ACTIONS PROCEEDINGS AND COUNTERCL‘AIMS AND WAIVES ANY OTHER VENUE To WHICH IT MIGHT BE ENTITLED BY VIRTUEOF DOMISILE. HAarTUAL RESIDENCE 0R OTHERWISE. FINAL JUDGMENT AGAINST BORRDWER IN ANY SUCH ACTION, SUIT 0R PROCEEDING SHALL BE CONCLUSWE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT. A CERTIFICATE DR BEMPLIFIED COW OF wHICI-l SHALL BE CONCLUSIVE EVIDENCEOF THE JUDGMENT DR IN ANY OTHERMANNER PROVIDED BY LAW. BORROWER IRREVOCABLY WAIVES To THE FULLEST EXTENT PERMITTED BY APPLICABE LAW (A) ANY OBJECTION WHICH rT MAY HAVE NOW OR IN THE FUTURE To THE LAYING OF THE VENUE OF ANY SUCH ACTION. SUIT 0R PROCEEDING IN ANY COURT REFERRED TO IN THE FIRST SENTENCE ABOVE.- IBI ANY CLAIM THAT ANY SUCH ACTION. SUIT OR PROCEEDING HAS BEEN BROUGHT IN AH INCONVENIENT FORUM: (CI ITS RIGHT OF REMOVAL OEANY MATTER COMMENCED DY ANY OTHER PARTY IN THE COURTS OE THE STATE OF CALIFORNIA TO ANY COURT OF THE UNITED STATESOF AMERICA; {DI ANY IMMUNITY wHICH IT OR ITs ASSETS MAY HAVE IN RESPECT OF rrs OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT FROM ANY SUIT. EXECUTION. ATTACHMENT {WHETHER PROVISIONAL OR FINAL. IN AID OF EXECUTION. BEFORE JUDGMENT OR OTHERWISE} OR OTHER LEGAL PROCESS; AND IE} ANY RIGHT IT MAY HAVE To REQUIRE THE MOVING PARTY IN ANY SUIT. ACTION OR PROCEEDINS BROUGHT iN ANY OF THE COURTS REFERRED TO ABOVE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT 0R ANY OTHER LOAN DOCUMENT To POST SECURITY FOR THE COSTS OF CORROWER 0R To POST A BOND OR TO TAKE SIMILAR ACTION. 10.10 mascugn. The Lem. Documents may be executed in counterparts. each oi which will he en original and all of Mitch together are deemed one and tire sameinsu'nment. 10.11 OgtlselhrMagnum. Lenderrney metre an cplloatiy imaged Termination oi any or all Loan Documents and. at Ila election. destroy the original er originate. Eenmvercerrsenrs re the destrucllcn cr the orIgInaI or originals and agrees that a copy oi the optically tmeged reproduction oi any Lean Document will bethe equruaiem D! and ior ll-purppses metilnteen 'ortgtnel' dowment. For purpom oi this Comm, 'ier ell purposes“ Indudes use oi Ute optiwiiy imaged rnpmdrdien (e) to prove the oontm't of the origInH document at trid. meelion. arbl‘dation or administrative hearing; lb] [or any burheee prnooee: [c) for internal cr externet audits endior examination by or on bend! oi Governmental Authorities: (d) in canceling or trensferr’ng any document; and to} In Donlurdion with any other transadlon evidenwd by the original Comment 10.11 Neoegggmgglgu. Lender is authoriaed to execute any other documents or take any other actions necessath effectuate the Loan Documents end the consummation oi the transeuione contemoleled therein. 10.13 Credit Regen. Lender is authorized to ordera credit report and verily ell other credit iniormaticn. including peel and present loans and standard references from titre to lime to evaluate-the credimitteao of Bdrm-Iron Without limitation. emm of the consent tor release or Iniormation. general authorization or similar dowmenlcn le min Lender sh‘ail authorize third Persons to provide the inionnarion requested from u'rne to Time. 10.14 No graduation gainer-rmer. Each Party has participated in negotiating and draitino this agreement. soii an ambiguity or correction oi intent'cr internmon artsee. this agreement is to be anointed as II the parties ha‘ddmed It Coastal Ninety. LLC 20151 RLOC Credit Agreemt 52 jointly. as cpposed to being consuued against a Party because It was respmsibk ior drafting one or more provisions of this agreement 10.15 EDEMNEIQTIOH. BORROWER SHALL DEFEND, INDEMNIFY AND HOLD LENDER AND ITS OFFICERS. DIRECTORS, EMPLOYEES. PARTNERS. AGENTS. ATTORNEYS AND AFFILIATES (THE ‘INDEMNIFIED PERSONS'J HARMLESS AGAINSTANY AND ALL LOSSES 0F ANY KIND 0RNATURE WHATSOEVER THAT MAY BE IMPOSED ON. INCURRED BY, OR ABSERTED AGAINSTANY INDEMNIFIED PERSON ARISING OUT 0F. IN ANY WAY CONNECTED WITH DR AS A RESULTOF: (I) THE EXECUTION 0R DELIVERY OF THIS AGREE/IENT 0R ANY OTHER LOAN DOCUMENT DR ANY AGREEMENT OR INSTRUMENT CONTEMPIATEU HEREBY OR THEREBY. THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONSHEREUNDER OR THEREUNDER 0R THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATEO HEREBY DR THEREBY; (II) THE USE OF THE PROCEEDS OF THE LOANS: (III) THE FAILURE BY BORROWER TO BORROW THE AMOUNT SPECIFIED IN A LOAN REQUEST (INCLUDINGANY FAILURE RESULTING FROM THE FAILURE T0 FULFILL THE APPUCABLE CONDITIONS PRECEDENT). INCLUDING ANY LOSS OF ANTICIPATED PROFITS AND LOSSES BY REASON 0F THE LIOUIDATION OR REEMPLOYMENT 0F DEPOSITS OR OTHER FUNDS ACQUIRED BY LENDER TO FUND THE LOAN: (IV) SUCH INDEMNIFIED PERSON'S ACTS 0R OMISSIONSWHICH RESULT FROM COMMUNICATIONS GIVEN OR PURPORTED TO BE GIVEN. BY BORROWER OR ANY DESIGNATED PERSON. WHICH ARE INTERRUPTED, WHICH ARE MISUNDERSTOOD. OR WHICH ARE IN FACT FROM UNAUTHORIZED PERSONS: (VI THE VIOLATION BY BORROWER 0F ANY APPIJCAELE LAW, INCLUDING ANY ENVIRONMENTAL LAW; (VI) THE RELIANCE BY LENDER ON EACH NOTICE FURPORTEOLY GIVEN BYOR ON BEHALF 0F BORROWER.‘ (VII) ANY BREACH BY BORROWER OF AN’Y OF ITS REPRESENTATIONS. WARRANTIES, COVENANTS 0R AGREEMENTS UNDER ANY LOAN DOCUMENT, INCLUDING ANY DEFAULT OR EVENTOF DEFAULT: OR (VIII) ANY CLAIM. LITIGATION. INVESTIGATION OR PROCEEDING RELATED TO ANY OF THE FOREGOING. WHETHER OR NOT ANY INDEMNIFIED PERSON IS A PARTY THERETO. 0R ASSERTED AGAINSTANY INDEMNIFIED PERSON AS A RESULT OF LENDER BEING PARTY T0 THIS AGREEMENT 0R THE TRANSACTIONS CONSUMMATED PURSUANT TO THIS AGREEMENT: EXCEPT THAT BORROWER SHALL HAVE NO OBLIGATION T0 AN INDEMNIFIED PERSON UNDER THIS SECTION WITH RESPECT T0 LOSSES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OFTHAT INDEMNIFIED PERSON AS DETERMINED BY THE FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION. IF AND TO THE EXTENT THAT ANY INDEMNITY UNDER THE LOAN DOCUMENTS IN FAVOR 0F INDEMNIFIED PARTIES IS UNENFORCEABLE FOR ANY REASON, BORROWER SHALL MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION THEREOF WHICH IS PERMISSIBLE UNDERAPPLICABLE LAW. ALL INDEMNITIES UNDER THE LOAN DOCUMENTS IN FAVOR OF INDEMNIFIED PARTIES SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 10‘15 AlVER 9E [ELAL BY JQBY. TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE PARTIES (A) COVENANT AND AGREE NOT TO-ELECT A TRIAL BY JURY IN ANY ACTION OR PROCEEDING FOR THE RESOLUTION DF ANY DISPUTE. CONT'RUVERSY OR CLAIM. THAT ARISES OUT OF 0R RELATES TO: (I) THIS AGREEMENT: (II) ANY LOAN DOCUMENT: OR (III) THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. WHETHER ARISING IN CDNTRACTJORT. BREACH 0F DUTY OR BY COMMON LAW OR STATUTE (INDIVIDUALLY AND COLLECTIVELY, A "DISPUTE"): AND. (B) HEREBY IRREVOCABLY WAIVE ALI. RIGHT T0 A TRIALBY JURY A8 TO ANY ISSUE RELATING HERETO IN ANY ACTION. PROCEEDING 0R COUNTERCLAIM ARISING OUT OF 0R RELATING TO ANY LOAN DOCUMENT TO THE EXTENT SUCH RIGHT EXISTS NOW 0R INTHE FUTURE. THE PROVISIONS 0F THIS SECTION ARE SEPARATELY GIVEN BY EACH PARTY KNOWINGLY AND VDLUNTARILY; AND ARE A MATERIAL INDUCEMENT FOR LENDER ENTERING INTO THE LOAN DOCUMENTS. 10.17 gnggm Lg Judicial RelamMg. II and Io Ihe extenlmung is determined by a court oI competent jurisdiction Io be unenforceable or is otherwise noI applied by any sum coun. each o! the parties In This agreement hereby consenIs and agrees that (a) any and all DIsputes shall be heard by a reletee In accordance with Ihe indidal referenne provisions of Calamia Cude oi Civil Pmwdure SecIIon 638 eI seq. silllng without alury in the Counly of Fresno. Calilomia. (b) such referee shdI hear and delennlne aII of the. Issues In any Dispute (whether'oI fad or of law). including Issues perlainlng to a “provisIonal remedy" as dened In Califomia Code oI Ciw‘l Procedure Section 1281 .8. includlng M‘mout IImIlalIon. enledng restraInIng orders. enlen'ng temporary restraining orders. issulng temporary and pe'rmanenl Injunctions and appolnnng receivers. and shall reporl a slammenl of decision,mm m3. if=during the course of any DIspuIe any party desires lo seek such a ‘pmvsional remedy‘ but a referee has not been appointed. or Is otherwise unavailable Io hear lhe request tor Such provisional remedy. then ouch party may mply to 1he Superior Court In lhe County of FreSno. Calomia tor such provisional reliet. and to) pursuant to Calilomia Code oi Civil Procedure Sections 544 and 645. Judgment may be eniered upon the decision of such reteree in the same manner as it the Dispute had been tiled directly by a court. The parties shall use their respective commercially reasonable and good iaith eorts to agree upon and select such referee.my m1 such referee must be a Coastal Nunuv, LLC 2ft Is RLOC Credit Agreement i9 53 retired Calitornia stale or federal judge, parties shall not seek to appoinl a teferee that may be disquaiiad puma“ io Calomia Code of Civil Procedura Seamus M1 or 64 1.2. and the panics cannot agree upon a referee within len (mm: aer une party servos a wrien nulioe of‘rnle'nl {or judicialMenace upnn the other party or parties, then the referee shall be appointed by the Superior Court |n the County of Franc. California in accordance with Cellfomia Code of Civil Piocedure Section 640(b). if a Dispute inciudesmultiple claims. some of which ara found not subject lo inis aeolian, the padies shall slay the proceedings oi the Disputes or part or parts thereof not subject in this Section until all other Disputes or parts thereof are resolved in accordance with this Section. If them are Disputes by or against multiple parties, some otwhich are not suty'act to this Section. the parties shall sever the Disputes subject to this Section and resolve them tn accordance with this Section: Each party hereto acknuwtedges that this consent and agreement is a material inducement to enter into this agreement. the Loan Documents and all othoragreements and instruments provided for herein or therein, and that each will continue to be bound by and ta rely on this consent and agteement In their related fumre dealings. The parties shell share lira cost oi the reteree and relerenoe proceedings equally;9mm. the reieree may award attorneys' tees and ralmhursement of the referee and reference proceeding tees and costs to the prevailing party, whereupon an referee and reference proceeding lees and charges will be payable by the non-prevailing party (asso determined by the relereell Each patty hereto iurther warrants and represenls that It has reviewed this consent and agreement with legal counsel oi iLs own choos'ng. or has had an opportunity to do so. and that it knowingly and voluntarily gives this consent and enters into this agreement having had the opportunity to consult with legal counsel. This consent and agreernent is irrevocable, meaning that it may not be modied either orally or in writing. end this consent and agreement shall apply to any subsequent amendments. renewals. supplements. ormodications to this agreement or any other agreement or document entered into between the parties in connection wi’t this agreement or the transactions contemplated hereby. in the event oi litigation. this agreement may be tiled es evidence of ei'mer or both partles' consent and agreement to have any and all Disputes heard and determined by a releree under Caliiornia Code oi Civil ProcedureSection 63a Notwithstanding anything to the contrary contained heroin. tho parties acknowledge and agree that nothing in this Section shall be deemed to apply to or limit the right oi Lender(l) to exerdse soli- help remedies such as seto. or (ii) to foreclose judicially or nonjudidally again any real or personal property collateral. or to exeru‘sejudlcial or nonjudicial power ol sale rights. or (ill) to pursue rights against a person or entity in a third party proceeding in any action brought against Lender (Including actions or piowedlngs in bankruptcy court) Lender may exercise the rights set lorih In the foregoing clauses (t) through till) beiore. during or aiter the pendency oi any Judicial reieroow proceedings. Neither the exercise oi seilheip remedies nor the institution ormaintenance oi an action tor loreciosure shall constitute a waiver ot the right oi any person or entity. Including the daimenl in any such anion. to regrrire submission in iudicial tolerance the merits c! the Diannematching resort to such remedies. hie provision I'rr he Loan Occupants reporting subm'eslcn toiuriadorion andtor venue h anycourt is intended or stall he constnred to he in derogation oi the provisions in entrLoan Document forMoist relerenoe ofany Dispute. U6BORROWER INITIALS: 10.18 EALLm PAYIIENT THlSAGREEHENTPRDVIDES FDRA BALLDOI’: A‘r’MEhr . BORROWER AC‘KNOWLEDGES THAT LENDER HA5 NOT AGREED TO REFINANCE THAT PAYMENT. 10.19 gal Pagj g og. Federal law requires ell nancial insh'tutlorts tc obtain. verity and record inio'rmation that identities each person who obtains a loan. Lender wit ask torihe Borrower's legal name. address. tax lD number or social Security number and other ldemiiying inlorrnatlon. Lendermay also ash tor additional Information or documentation or lake other actions reasonably necessary loveriiy the identity of Borrower. any guarantors or other related persons. Consist Norm. LL2019 RLOC Credit Annabel“ 54 The parties have signed this agreement effective as of the day and yea rst written above. mama COASTALNURSERY, LLc. a California llmed liability company Addressfumums: . . . . By: DUSTY ROAD INVESTMENT GROUP LLC. a Delaware Emiled1300W Steel. Sluts 100 . ' N. .I aw. CAB-25.60.; liability company, as Managermm WW” By: NEIL-BRANDOM Manager Address for notices: Rabobank. NA. 45 E. River Park PieoeWest. Suite 401 Fresno, CA 93720 Attention: Commercial Loan Adminiskaiion Services Costa Mammy. LLC 2019 RLOO Mlwaemonl 21 55 EXHIBIT "B" Coastal Nursery. LLC 2019 RLOC RevoMng Une of Credit: 500089-1 $5.000.000.00 May 21, 2019 FOR VALUE RECEIVED. the Uhdersigned (39mm hereby promises to pay to the order of RABOBANK. NA. a national banking association the principal sum of Five Million Dollars and No Cents (55.000.000.00) or, ii less. the aggregate prindpai sum of all Line .of Credit Loans, and interest at the rate specied in the Credit Agreement between Borrower and Lender dated as of the date hereof (theEmmet). Principal and Interest are payable to Lender at the times specied In the Credit Agreement. All payments shall be made to Lender in lawful money of the United States ol America at P.0. Box 6010. Santa Merle, CA 93456-6010, or such other place as Lender direm, in same d'ay funds. Each capitalized term used In this note that ls dened in the Credit Agreement will have the meaning specied in the Credit Agreement. This note will be interpreted in accordance with the Drafting Conventions. This note ls referred to in, and is subject to the terms end conditions of the Credit Agreement. Without limitation, die Credit Agmement (I) provides for the making of Line of Credit Loans. Loans by Lender to Bonower from time to b'me in an aggregate amount not to exceed at any time outstanding the amount specied above. and (ll) contains provisions for acceleration of the maturity hereof upon the occurrence of certain stated events. This note ls secured by the Collateral Documents and all Liens upon and security interests created under any other written instrument or agreement stating expressly that it secures the indebtedness, liabilities or obligations of Borrower under the terms and conditions oi the Cred'd Agreement. Bonower has signed this note effective es of the day and year rst written above.m COASTAL NURSERY, LLC, a Califomla limited liability company By: DUSTY ROAD INVESTMENT GROUP. LLC. a Delaware limited liability company, as ManagerW' NEIL swam \-\_ Manager By: _ cr-i Man SCOTT GOLDiE Manager 56 EXHIBIT "C" Coastal Nursery, LLC 2019 RLOC Revolving Llne of Credit: 500089-1 SECUEI ! AGREEMENT This agreement ls dated as of May 21. 2019. It Is by COASTAL NURSERY, LLC. a California limited liability company {Em lo and ln favor of RABOBANK. N.A.. a national banking association tSooured EM}, Secured Party has extended credit to Grantor under the terms and conditions of the Crew! Agreement between Grantor and Secured Party dated as ofthe date oi this agreement (the Each capital‘zed tenn used in this agreement that ls dened in the Credit Agreement and notdened ln this agreementwlll have the meaning specied in the CreditAgreemenL This agreementwlll be interpreted In accordance with the Drafting Conventions. To induce Secured Party to extend credit to Grantor. and in consideration thereof. Grantor agrees as follows: ARTICLE 1- THE COLLATERAL 1.01 Grant. Grantor hereby assigns and grants to Secured Party a security interest ln and a Lian on all oi the following property, whether now owned or hereafter acquired by Grantor and whether now existing or ln the tuture coming into existence (collectively. the 'Cullmrgl'] (a) all accounts. contract rights, documents, documents of title. payment intangibles. investment property. chattel paper, and instruments; (b) all inventory. (c) all equipment; (d) all xtures; (e) all term products. Including crops grown, growing or to be grown. all livestock born or unborn. supplies used or produced ln Grantors taming operation with respect to those crops. and the livestock. and products of crops and livestock ln their unmanutactured state; (i) all rights to payment. including any rights under any state or federal agricultural programs (including FSA payments), rights to payment in kind for crops crotherfarm products. revolving fund credits. dividends and retalnages; (g) all rights with respect to any statutory orcomrnon law lien regarding any ofthe Collateral. including liens to secure the purchase price of livestock under Caiifomia Food and Agriculture Code §55701 et seq., to establish a trust under 7 U.S.C. §181 et seq. or 7 U.S.C. §499A of seq., and to secure the purchase price of crops and otherfarm products under California Food and Agrlwlture Code §55631 ofseq., as all such rights are now in effect or hereafter enacted. promulgated or amended; (h) ail general intangibles, including all payment intangibles and Intellectual Property (dened herein); (I) ail proceeds of any crop insurance. price support payment or other govemment pmgram: a) accessions, attachments and other additions to the Collateral; (k) substitutes or replacements for any Collateral. all proceeds, products. rents and profits-of any Co'ila'ral. all rights under warranties and insurance contracts covering the Collateral. and rights under any causes of action relating to any and all of the Collateral; and books. conespondence. credit les. records, invoices. manuals. service records and programs, other papers and documents, computer records. runs, software. systems. procedures. disks. tapes and otherstorage media relating to any of the Collateral. including any of the foregoing in the possession or conhol of any service. consultant, or outside vendor (collectively. 57 1.02 gamma obligallons of Grantor under this Article 1 and the securily interest in. and the Lien on. the Collateral shall be automallcally relnstaled ll and lo the extent that for any reason any payment by or on behalf ot Grantor ln respect of the Secured Obllgattons ls rescinded or must otherwise be restored by any holder of any ot the Secured Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Grantor agrees that it will Indemnity Secured Party en demand {or all poets and expenses [mending reasonable lees el counsel} Incurred by Secured Party in connection with any such rescission er restorattnn. includmg any such nests and expenses incurred In detendirtg against any claimalteglng that such payment constituted a preference. fraudulent ttanslar or similar payment under my bankruptcy, insolvency or similar law. orltint.3. The obligations provided in this Article 1 are continuing obligations and shall apply to ail Secured Obligations (as defined herein) whenever arising. 1-04 (a) Grantor shall promptly from time to time give, execute. deliver, le. record, authorize or obtain. and hereby authorizes Secured Party to le, such nancing statements and continuation statements and other notices, instruments. documents. agreements or consents ln such ofces as are or shall be necessary or as Secured Party may determine to be appropriate to create, perfect and establish the priority ofme Uene granted by this agreement In any end all oi the Collateral. to preserve the validity perfection or priority of the Liens granted by this agreement tn any and all ct the Collateral c'r to enable Secured Party to exerciseits rights, medies. powers and privileges under this easement. Scarred Party ls hereby authorized, but shall have no obligation. to tile nancing orcontinuatlon statements, intellectual property security agreements and amendments to any cl the toregotng. in any jurisdiction and with any ling ofces as Secured Party may determine are necessary or advisable to perfect or otherwise protect the security interest granted to Secured Party herein. Such nancing statements may describe the Collateral in the same manner as described herein ormay contain an indication or description of collateral that describes such property tn any other manner as Secured Party may determine ls necessary or advisable, including describing such property as 'all personal property. whether now owned or hereafter acquired' orwords of similar effect Grantor shall furnish to Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports tn connection with the Collateral as Secured Party may reasonably request. ail in reasonable detail. (b) Grantor shalt not le or suffer to be led, or authorize cr permit to be led or to be on le, in any iurismction. any nancing statement or like instrumentwlth respect to any of the Collateral in which Secured Party ls not named as the sole secured party. ARTICLE 2- SECURED OBLIGATIONS This agreement is to secure. and the Collateral is security for. the prompt and complete payment and performance In full when due, whether at stated maturity. by required prepayment. declaration. acceleration, demand or otherwise (including the payment of errrourits that would become due but for the ope‘ation of the automatic stay under Section 352M of the Bmiuuptcy Code. 11 U.S.C. 5362(a) (and any successor provision tlrereciii of the fdiowing {ardecveln the In any order of priority that Secured Party may choose: (a) -, ail Obligations as dened tn the Credit Agreement. including the Revolving Une of Credit Note dated as of the date of this agreement. from Grantor to Secured Party in the original principal amount of $5.000.000.00 (the 'Note'); (b) all obligations of Grantor under this agreement and the other Loan Documents; (c) any and all amounts advanced by Secured Party tn order to preserve the Collateral: (d) all obligations of Grantor to Lender. whether now existing or hereafter incurred or created, whether voluntary or involuntary, whether obligatory or non-obligatory: whether due or not due. whether absolute or contingent, cr whether incurred directly or acquired by assignment or otherwise. under the terms and conditions of any other written instrument or agreement executed by Grantor and which specically recites that those obligations are secured by this agreement; (e) any of the foregoing that arises after the ling of a petition by or against Grantor under an Insolvency Proceeding: ‘ (f) all renewals. extensions. amendments. modications and restatements of the foregoing: and ooasrar Nursery. LLc 2"019 RLoc Security Agreement '- 58 (9) In the event of any proceedlng for the ootteetton or enforcement of any of the foregoing obligaons, aer an Event of Default shall have occurred and be continuing and unw‘aived, the expenses of rataklng, holding. preparlng for sale or tease, selling or otherwise dlsposing of or realldng on the Collateral. or of any exercise by the Secured Party of its rights under the Loan Documents, togeher with any necessary attomeys' lees and court costs. ARTICLE 3 - GRAN'I'OR REPRESENTATIONS 3.01 Grantor represents and warrants to Secured Party that: (a) the full and correct legal name. type of organization. jurisdiction of organization, end mailing address and place of business of Grantor es oi the date hereof are correctty set forth nextto Grantors signature to this agreement. (b) Grantor has not (I) used any trade name. assumed name or other name except Grantor's name stated in the rst paragraph otthie agreement (ll) changed Its 'Iocetion' (as dened In Secdcn 9307 ofthe UCC) or (Ill) changed its Jurisdiction of Incorporation or fonnatlon: (c) except tor Uens expressly permitted under the terms of the Credit Agreement. Grantor has not granted any security interest in any of the Collateral except to Secured Party: (d) there are no claims. actions, proceedings or investigations pending or threatened against Grantor or aeding the Collateral with respect to any violations of Applicable Laws; {a} Grantor Is die sole record end benedal dimer of end has good and marketable title to the Collateral in which it purports to grant a security hieraat pursuant to53m and (t) Sewrad Party has and will continue ta have as aewrtty fertile Secured Obligations, a valid andWe Lien on and security Interest In and. upon proper tiling cl any U001 Financing married it the ofce ofthe Cefomh Secatery ot State. execution of any control agreement or delivery of Collateral to Secured Party’s possession. perteded Lien on and security Interest in all the Collateral, free oi all other Liens, delms and rlghb of third parties whatsoever except for Uena expressly permitted under the terms of the Cmdit Agreement or this agreement 3.02 Grantor's submission oi any report. record, certicate or other hmnnalion pertahrlng to the condition or operations. nancial or cthsnrise. oi Grantor or any of the Collateral. from Iirne to lime; whether or not required under this agreement, will be deemed accompanied by a rapresantaon by Grantortha the report. record or Informah‘on Is complete and accurate in all materiel respects as to the condition or opustions oi Grantor (and, if applicable. Grantor’s Subsidiaries. Afliates. parhrers, shareholders. members. or orar principaiai. Winding. without iimltecn. all material contingent liabilities, and does not omit to state any material fact necessary to make the Information contained therein not misleading. ARTICLE 4 - GRANTOR COVENANTS Until such time as all Secured Obligations have been paid ln iuli In cash and Secured Party has no obligaon to make additional Loans: {a} Grantor shall (I) properly preserve. maintain and care [or the Colla'eral; maintain {or cause to bemaimed] ail poiides of irtsor'ance required ior the Collateral under the Credit Agreement and pay {or cares payment of) all premiums tor that Insurance on or priorto the date when due: {iii use. operate and maintain the Collateral In compliance with allWis Laws and in compliance with ail applicable Insurance requirements and regulations: {iii} proton“? P3?Wit dI-IB all lattes and baneportation. storage. weirouslng and other such merges and lees aecng or arising out oi or relating to the Collaterai std defend lira Collateral against any claims and demands adverse to the Interests oi Grantor or Scarred Party: (Iv) protect. and dlgantiy collect all accounts: and (v) keep complete. current. and amrate Books and Records with respect to lira Collated std any proceeds or collections; (b) Grantor shell notify Scarred Paty in writing prior to my drenge In (i) Grmtor's neme.'iederal employer identication number, structure. or type 'cfcroenlmon or (II) the Iocaticnie) of {A} Grantor’s place cl business orSteam Grief executive office if Grantor has more than one place of business. (B)We state of omniraon. or (Gt Germ-bacon and Records concerning any Collateral; Coach! Nursery. u.C 2019 RLOC Security Agreement 59 (c) Grantor shall promptly nofy Secured Party In writing of any event whlch adversely affects the vatue of me Collateral. the abiltty of Grantor or Secured Party to dispose of the Collateral. or the rights and remedies of Scarred Party In relation thereto. Indudtng. but not limited to. the levy of any legal process against any Collateral and the adoption of any marketing order. arrangement or prewdure affecting the Collateral, wherer governmental or otherwlse: (d) axeeptler the Permitted Liane. Grantor will not grant or suller to exist any security interest in, or Lien on, any of the Collateralmmb Secured Party. and will keep the Colaterd? free of all Liens. claims, security interests and enwrnbrancee oi any klnd or nature except the sewsity interest of Secured Party and such Permitted Liens; provided. however that no Permitted Liens may have priority over Searred Party’s interest in. and Lien on. the Collateral; (e) Grantor shall promptly pay when clue all taxes end all transporiaon. storage. warehousing and other such charges and fees aftewhg or arising out oi or raiaBng to the Collateral md all mete necessary to preserve. defend. anioree and collect the Collateral. and any costs to perfect Secured Party's security interest and shall defend the Collateral against any claims and demands adverse to the Interests ol Grantor or Secured Pertw provided. however. without waiving Grantor's default forfallure to make any such payment. Secured Party at its optionmay pay any such costs and expenses. discharge encumbrances on the Collateral. and pay for Insurance of the Constant. and such payments shell he a part of the Secured Obligations and bear Interest at the Default Rate and Grantor shell reimburse Secured Party on demand for any costs so Incurred: (f) until Secured Party exercises Its rights to make collection. Grantor will diligently collect all Collateral; (9) ifmy Collateral ls or becomes the subled of any redshalion certiceta. certicate afde'poslt or negoehia document of title, including any warehouse receipt or bill ofiedirrg. warrior ehdl immediately deliver such dcurment to Secured Party, together with any necessary endorsemenm; {It} Grantorwlll not sell. lease. agree to sell or lease, or otherwise dispose of any Collateral, except that until an Event of Default or the revcceon by Seemed Party of @antor‘s right to do ac. and subject to the provision of this agremerrt, Grantor may (i) sell or lease any Ocsterai constituting inventory or farm products in the ordinary course oi business a prices constituting the fair market vdue thereof: and {ll} use feed. seed. fertilizer. chemicals. medicines and other supplies used or produced In Grantofs taming operations in the ordinary course of Grantor's farming operations: {i} Grantor wl escorts and deliver such additional documents as may be necessary cr reasonably requested by Secured Party in connecdon with the creation perfedlon andmeinienmce of Secured Partfs sewrlty armrest In are Colateml. indurg ail aselgnrnenm. transfers and other document required by Secured Party to transfer to Sewred Party. at federal md sue government program payment. at darts to payment. accounts, general intangibles and benets; Grantor wit not attach any Collateral to any real property or ssure in e manner which mlwrt cause such Collateral to become a part thereof unless Grantcrtirst obtains the written consent of any carter. holder oi any Uen on the real property or xture. or other Person haying an Interest in sudt property to the removal by Secured Party ofdra Collateral from such realwoperly or fortrrs. Such written consent shall be at term and erbslanoe aocaphhle to Secured Party and ohm provide that Scarred Party has no liability to arch owner. holder of any lien, or any other Person; [kt Grantor shall maintain all Books and Records pertaining to orconsiiiuting a pcrcn of the Consteral tamed eta lomtionremonablyaatisiectoryio SearredPartyand will notchange dislocation ctsuch Booksand Reocrdaaahouithe priormitten consult of Secured Party. which mused shall not be unreasonably withheld; and (I) Grantor shall not tile any amendmena. correction statements or tennlnatlon statements concerning the Collateral. ARTICLE 5 - SECURED PARTY'S RIGHTS AND DUTIES 5.01 W. Secured Party may at Its option at any time. whether or not Grantor ls In default: ta) require crane to earners: smart Pany (I) copra: arem see are snore and accords. (II)m andschaeuraswhrchmetastasismdwndtunorneoormwmsnmae,wnnnronnmnonanymm or other matters affecting the Collateral; anal Nursery, LLc 2019 RLoc knottymoment 60 .- _. - - ~- .o : (b) require Grantor to permit Secured Patty and Its agents and consultants to Inspect the Collateral, the reasonable costs and expenses ofMich sha be bome by Grantor and shall be due and payable upon demand; (c) require Grantor to furnish to Seemed Party a list of the buyers. processors. oommlsslon merchants. cooperatives, or selling agent to ormrough whom Grantor sells any tam product or olher Collalerd: and In the event that Grentor thereafter sells farm products or other Collateral to or throng e person or entity notidarlilliad in the list. Gunter shall notify Secured Party of the sale not lees than seven (7) days prior to the sale; (d) require Grentor to deliver to Secured Party any instruments or chattel paper. (e) notify or require Gmbr to notify any amount debtors, any buyers of the Collateral. or any other persons of Secured Party's interest In the Collateral; f) notify or require Grantor to notify any aoeount debtorto forward all payments and proceeds of the Collateral to Secured Party; and (g) endorse or sign Grantofs name on all checks. drafts. collections, receipts and other documenm, and to take possession of and open the mail addressed to Grantor and remove therefrom any payments and proceeds of the Collateral. 5.02 The rights and powers of Secured Party hereunder as contented solelytoprolactilsinierein the Collatereiand shaiinotimpose upon Secured Partyanyduty upon ittoexerciee any sum dam or powers. Sewred Party does not in any way assume any oi Grantee‘s liabilities. obligations or duties under. or with meet b the Coaterel. Grentor shell remain liable with rasped to the Colloidal to the same edent as If this agreement had not been assorted. Grentor agrees to indemnify. pmteot and hold Seemed Party hanniass from and agdnet any and Ht Iablides. delete. demands. damages. actions. procaedbigs. losses. costs and expenses (including attorneys" lees and oourt costs) arising in connection with or on account of any of the Collateral. 5.03 Exwptiorthe setewstody ofmyOoateraIlntte possession. Secured Fertyshslhm nodutyestoenyColateratorestoihetakingoimy stepstoprasanre rightaagatnstanyotharparty. SeouredPertyshelth‘e deemedtoheveexercisedraesonabtemlnmemmdyandpmmaonofmywletaaihihposeessiohsumcwm is accorded heaenent substantially equal to that which Secured Party accords its own property. or is accorded treatment complying with any provision of any other document setting forth a standard of care for such Collateral. ARTICLE 6 - EVENTS 0F DEFAULT AND REMEDIES 8.01 W The following each shall be an event of default under this agreement (an 'egtlf Defgun'): (a) an Event of Default under the Credit Agreement; and (b) Grantor breaches any term. provision. warranty. representation, covenant or agreement under this agreement. 6.02 mm. Upon the occun'ence of an Event of Default. Secured Party may: (a) pursue any or all remedies as sat forth In this agreement or the Credit Agreement. at law. or In equity; (b) enforce the security Interest given hereunder or any other Instrument or agreement pursuant to the UCC and any other Applicable Law; (c) enforce the security interat of Secured Party in any deposit account oi Grantor maintained with any Secured Party by applying such account to the Seemed Obligations: (d) require Grantor to obtain Wred Party's prior written consent to any sale. lease. agreement to sell or lease. or other disposition of any Collateral; (a) mire Grantor to segregam at cctiedicha and proceeds of the Collateral so that they are capable of identication and deliva' daily such owedione md plowed! to Secured Party In kind; Cmhursery. LLC 2019 RLOC Sammy Agreement 61 (f) requlre Grantor to assemble the Collateral. Including lhe Books and Records. and make them available to Secured Party at a place deslgnaled by Secured Party: (g) enter upon the properly where any Collateral, includlng any Books and Records, ls lowted and take possession of such Collateral and such Books and Records. and use such propetty (lncludlng any bulldlngs and ladllties) and any of Gunre equipmenl. il Sewred Parly deems such use necessary or appropriate In orderto take possesslon of, hold, preserve. process. assemble. papers for sale or lease. mallet ler sale or lease. sell or lease. or otherwise remove and/or dlsp‘ose of. any Collateral; (h) demand and collect any payments on and proceeds cl the Collateral from account debtors and other obllgors; G) grant extensions and compromise or settle claims with respect to the Collateral for less than lace value. upon reasonable prior notice to Grantor as may be required underthe UCC: use ortrenefer any of Grantor‘s right and interests In any l'nt'eectuei Property now owned or hammer acquired by Grantor. I! Secured Party deems such uee or her-later necessary or appropriate In order to take possession of. hold. preserve, process. assemble. prepare for sale or lease. market for sale or lease, sell or lease. or otherwise dispose of. any Collateral. Grmtcr agrees that any such use or transfer shall be without any additional ooneideraon to Grantor (as tread in Eris ayeenent.hummer meme all trade senate. computer software. mica marks, trademarks. trade names. hade stytea. copyright. patent. appilcetions for any of he toregolng. wetomar sts. working drawings, instruwonat manuals. and lime in pmssaa for technical manutacurrlng. packaging ard labeling. in which @entor has my right or interest. “homer by ownership. license. centred or otherwise); (k) have a receiver appointed by any court otcompetentlurisdlction to take possession of the Collateral. Grantor hereby consents to the appointment ct such a recall” and agrees not to oppose any such appointment: {I} tatcesuchnreaeureeesSecuredParlymaydeemneceseeryoraduieabletolatrepomesalcnot,hcld. presents. process. assemhle. insure. grapes tor sale or lease. market for sale or lease. sen or tease. or ceramics dispose ol. any Genome. and Grantor hereby irrevocablymnetitules and appoints Seemed Partyu Grantor's attomey-in-taot to perform all ads and execute all documents In connection therewith: {m} \rrittiout notice or demand to Grantor. eat ot'l and apply against any and all ol' the Secured Obligations any and all deposits (general or special. time or demand. emulsions! or nd) and any other Secured Obligations. at any me held or ordngbySeormd ParlyorsnyotSeorred Party‘s agentsorelilatea-to oriorthe oedlt otdreaccotmtotGrantororany guar‘mtor or endorser ot the Scarred Obligations; and (n) Secured Party may in its sole discretion enforce one or more remedies hereunder, successively or conwnently. and such woo shall not operate to estop or pretrent Secured Party from coming any other or further remedy ahlrdrilmaybaya hereunder orbylaw. and enyrepmseaabn orrehlrlng oredeottheCodatsraipursuantlothetsrrnahereol aha] not operate to release Grantor uni! Hrs Scarred Obtgatione are paid In lull In cash. Grantor shalt reimburse Scarred Party upon demand tor all coca and expenses (modding reasonable attomey'e fess) incurred by Secured Party in cont-radian withmy ads. disposition. repair. replacement. alteration. addition. improvement or retention oi any Collateral hereunder. 5.03 r Hr 'l uu- rI ur u 4- utzrrrl- -'. :u: - -_. a. “bulimia“!What!) commercld reasonableness and good lalth require Secured Parhtoghrs Grantor no n'ore that 5 deys' prior written notice attire 'mo and place ol any public disposition of Collateral or of the time etterwhicir any private disposition or any odrer branded dlepoelon is to be made. and lb} it la oommerdally reasonable tor Secured Party to acclaim alt warranties whidt arias with respect to the disposition of the Collateral. cor ensures Hmaavwnrvas ALL alcrrrs ro A .ruorcuc nannies 0F ANY KIND Paton ro THE exancrse air sacunao PARTY or rrs Riot-its ro Possession or THE courtroom. wrrnour JuorcrAL PRocass on or rrs recurs ro REPLEW. nrrncr-r on LEW upon THE comment wrrHour Peron norrca 0R HEARING. 6.05 Grantor hereby designates and appoints Scorned Party and he deelgnaas as attorney- In-tact oi Grantor. humbly-3rd with powerofaubsluon. with authority. upon the occurrence of an Event of Default. to Comm Nursery, LLC 2019 RLOC Security Agreement 62 endorse Grantor's name on any notes. acceptances. checks, dras, money orders, instrumenb or other evidences of payment or proceeds of the Collateral that may oome into Secured Party's possession; to execute proofs of claim end loss; to adjust and compromise any dalms under Insurance palms; end to perform ell other acts necessary and advlsable, In Secured Party's sole discretion, to can'y out and enforce thls agreement and the Loan Documents. All acts 0t Secured Party and Its destgnees ln such capacity shall not be Ilable tor any ads ot commission or omission norfor any error of iudgmnt or mismke of fact or law. Thls power of attorney ls coupled with an Interact and Ia Irrevccable so long as any ot the Secured Obligations remeln unpald or unpertcrrned or mere cadets my ccmmllment by Seem-ad Party that could glue rice h any Secured Obligations. 6.06 9m. If the proceeds cl. or other reaaticn upon. the Camera by virtue of the exercise ot remedies available to Secured Party undermug are irlsuilicbnt to cover the cosh and expenses of such exerdse std the paymuit in full of the Seemed Obligations, Grantor shall remain liable for any deflciency to the extent provided under Applicable Law. ARTICLE 7 - NOTICES All notices. approvals. ocnsenB. and other communications. under Hits agreement (m1 must be given in eccctdancevam anduitlbssublectto metsmtssnd grovlatcnaclths CradltAgreenant. Ncbcss mustbemaedordelivemd. If to Grentohtotheaddrasesqsoentto Gutters signstrre below: litoSecursd Panto“ E. RltrsrPatttPlscaWBd. Suitem. Fresno. CA 93720, Attention: Commercial Loan Adminlshallon Services: end in the case oi any other Person. to the address designabd by that Person In a notice to Grantor and Secured Party. ARTICLE 8 - MISCELLANEOUS 8.01 M. Graatcrshcooperstem'th Secured Partylcrthepumosasot. mdpertormellaswhldt may hanecesseryoradttssblebperledenylen provtdadtcrln the agreemento‘rtccenyoutthe lrcentctthlsagreement. Promptly [but In no event more than ten days) aar request by Secured Party. Grantor will execute. aclmcete'dgs and dallirer any dccrnnent which Seen-ed Party deems necessary or advisable tor these purposes, and writ. on demand, pay any expenses Incurred by Secured Party In the pmpara’tlon, execuon and ling ct any such documents. w: The Credit Agreement. the other Loan Documents. and each other agreement or instrument made or entered into In connection with each otthe Seemed Ohgetions (ccllecualy. te 'mm W1. collecb'uety: [ll represent the sum oi the understandings std agreements between Secured Paw and Grantor ooncemlng title credit (It) replete any prior are or wratan agreements between Secured Party and Grantor concerning ats-credit; and {ill} ere Intended by Secured Party and Grantor es the nal. comgtete and exclusive statement oi the terms sored to by them. The Secured Obligation Documents aha grant iurther righh to Semi-ed Party and contain nether egreemenb md shmative and negative covenants by Grantor which apply to this agreement and to the Collateral. 3,03 g War c; gym. Eadt waiver by Secured Party must be in uniting. and no waiver ls to be construed es a continuing waiver. No waiver ls to be implied from any delay or failure by Secured Party to take action on eooourri oi any default otGrmton Conseotby Scarred Partytoanyactoromisslcn byGrantornrustnotbecoostruedesaconsenttoanyctharcr subsequent ectoromlsslon orto waivethe requirement tordte Secured Padre consenttobe ohtelned in any future brother instance. The exertise by Secured Party oi any right or remedy under title agreement or the other Secured Obligation Documents or under Applicable Lew. shall not cite or naive a breach. Event ct Detault or notice ct detach under this agreement oritvedate anyectpertonnedpursttsntioanysoch defaultcrnotlce: crnoitttytheeectotenynotlosoidetaucrseletuntase a! Secured Obligations than doe have been paid In tuii and perforated and all other dataults under the Scarred Obtgeticn Documents. have been cured]; or impair the sectrity ot title egreerrtent: or prejudice Secured Party. or any receiver appointed in accordance with tilts agreement. In the attactse of any right or renwdy acrded any of them underthis agreement: or be oonahued as an atlinnation by Semred Party of any uneasy. lease or option. or a subordhtaticn oi the lien of title agreement. m mm; ormanning. Grantor wanes an tights. tenet and miracle. Itmay now or sweater have to requiremarshalllng ct assets or to require upon ioredoaura sates ot asset In a particuier order. Eadt successor and assign ct Omitot'JtcludlnganyitctderoteUen subotdhtatetcdtlsagreemantbyacceptatcaotite lntsrestorlJert agreesdtaildtdl be boundbyttteabovettaiver.aslitthedgh-enthev.alvsrltse§. 4 8.05 MW itGrsnbr consist ofmore than one Person. each Grantor is) momma thattitls agreement ls thelndepandentand'sevetal obligation ctesdt Gmmd maybe enforced againstaech Grenbrsepntely. nhedterornotertiorcementctanyrtghtorrsmedyheraunder hes-beet mightWaterwdher Grantor: Coastal Nursery. LLC 2019 RLOC SeatrltyMoment 63 ...-._._ ___..-.___._..___.._.._. -- m...- and (b) agrees that its Ilablty hereunder and under any other Secured Obligation Document shall be absolute, unconditional, ounnulng andWomble. GRANTOR EWRESSLYWNVES ANY REGJIREMENT THAT SECURED PARTY EXHAUST ANY RIGHT. POWER 0R REMEDY AND PROCEED AGAINST THE OTHER GRANTORS UNDER THIS AGREEMENT. 0R ANY OTHER SECURED OBLIGATION DOCUMENTS, OR AGAINST ANY OTHER PERSON UNDER ANY GUARANTY OF. OR SECURITY FOR. ANY 0F THE SECURED OBLIGATIONS. 8.06 If Grantor Is comprised ofmultiple Persons. any Person comprlslng Gmntor Is hereby authorized Io bind all parties comprising Grantor. Without limitation oi the foregoing. Secured Party may require any request, authorization, or other action by or on behalf of Granlor be by one or more individuals designated In writing by me parties comprising Grantor (amuted Pem'). Secured Party may. at any time and without notice. waive any prior requirement that requests. authorizations. or other actions be tdten only by a Designated Person. 8.07 Blrrdtrjn EM; rimon andmung. This agreement shall Inure to the benet of and shall be binding upon the parea and their respective aucmssors and asigns: provided that Grantor shall not assign its rights or obligations herermdernithoutthepriorwrttten oonsentoiSawrad Party. SocumdPertymayu'ansterallorany portion oiilsrlghistmderre Secured Obligation Documents to any other Person. Secured Party may disobaa to any actual or proposed transferee my information that Grantor has delivered to Secured Party in connection with me nagoation oi this agreement or pursuant to the Secured Obligation Documents; and Grantor shall cooperate fully wtdt Semirad Party in providing int information b any actual or proposed transferee. 8.08 Elam and Remedies ggmiltive. All rights and remedies under this agreement and the Secured Obligation Documents are cumulative. and the exercise of any one or more oi them does not constitute an election of remedies. 8.09 Any provision of any Secured Obligadcn Document which is prohibited or unenforceable in anyju'rlsdlwon Stall. as to that jurisdiction. be lnetiectiue to the extent oi such prohibition or unmtorceahllrty without lnvaildatlng the remaining provisions of that Secured Obiigaticn Dowment or effecting the valldty or enforcewllity ofthet provision in any otheriurisdiction: encept that if such provision relates to the payment of any moneta-y sum. than Scorned Partymay. at its opbon, declare ail Secured Obligations immediately due and payable. 8.10 This agreement may not be amended. changed. modied. altered or terminated without the prior written consent of Secured Party. 8.11 mm. This agreement shell be gorse-red and Interpreted by applying the laws ct the-State c'f California (he 'Mmiraats'i wrnour rages to its conict or rave canopies. cram umands. agrees and admowledges that (a) this agreement and the hanaecn swarmed hereby have significant and substantld contacts Witt the Governing Law State. {bi it is convenient to Grantcr and Scarred Party to select the law of the Govemlng Law Sute b gown this agreement and the transactions evidenced hereby. to} the h'ensecdons evidenced by this agreement beer a reesonebie connection tothe Ianaotthe GoverningLaw State. [dithe choloeoilhe intarnaliawsoflheGovaningLawSteiewasmedeier good and valid reasons. and {e} the choice ot the Goveming Law State constitutes good and valuable consideration for Secured Party to enter Into title agreement and Lendar has entered into this agreement in reliance on this choice. 8.12 . GRANTOR IRREVOCABLY AGREES THAT. AT THE OPTION 0F SECURED PARTY, ALL ACTIONS. PROCEEDINGS OR COUNTERCLAIMS ARISING OUT OF 0R RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL BE LITIGATED IN THE SUPERIOR COURT OF CALIFORNIA. FRESNO COUNTY. CALIFORNIA. 0R THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF CALIFOWIA. GRANTOR IRREVOCABLY CONSENTS TO SERVICE, JURISDICTION. AND VENUE 0F THOSE COURTS FOR ALL SUCH ACTIONS. PROCEEDINGS AND COUNTERCLAIMS AND WAIVES ANY OTHER VENUE TO WHICH IT ' MIGHT BE ENTITLED BY VIRTUE 0F DOMICILE. HABITUAL RESIDENCE OR OTHERWISE. FINAL JUDGMENT AGAINST GRANTOR IN ANY SUCH ACTION. SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT. A CERTIFICATE 0R EXEMPLIFIED COPY OFWHICH SHALL BE CONCLUSIVE EVIDENCE OF THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. GRANTOR IRREVOCABLYWAIVES TO THE FULLEST EXTENT PERMITTED BY LAW [A] ANY OBJECTION WHICH IT MAY HAVE NOW OR IN THE FUTURE TO THE VENUE 0F ANY SUCH ACTTON. SUIT OR PROCEEDING IN ANY COURT REFERRED TO IN THE FIRST SENTENCE ABOVE: (B) ANY CLAIM THAT ANY SUCH ACTION. SJIT OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; (C) ITS RIGHT 0F REMOVAL 0F ANY MATTER COMMENCED BY ANY OTHER Coastal Nursery, LLc 2019 RLoc Society Agreement 64 PARTY IN THE COURTS 0F THE STATE OF CALIFORNIA T0 ANY COURT 0F THE UNITED STATES 0F AMERICA; (D) ANY IMMUNITY WHICH IT OR ITS ASSETS MAY HAVE IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT FROM ANY SUIT. EXECUTION. ATTACHMENT (WHETHER PROVISIONAL OR FINAL. IN AID OF EXECUTION. BEFORE JUDGMENT OR OTHERWISE) 0R OTHER LEGAL PROCESS: AND (E) ANY RIGHT IT MAY HAVE T0 REQUIRE THE MOVING PARTY IN ANY SUIT. ACTION OR PROCEEDING BROUGHT IN ANY OF THE COURTS REFERRED TO ABOVE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO POST SECURITY FOR THE COSTS OF GRANTOR OR T0 POST A BOND OR TO TAKE SIMILAR ACTION. 8.13 W11. ThIs agreement may be executed In counterparts. each ofwhich MI be an onglnal and aIl ofMich together are deemed one and the same Instrument 8.14 mm. Secured Party is authorized to execute any other dowments or take any other actlons necessary to eectuate this agreement and the consummation of the transactions contemplated herein. 8.15 m Secured Party Is‘ authorized to order a credit report and verify ail other credit Intonnatton, Includlng past and present loans and standard references from time to time to evaluate the aeditworthiness ot Grantor. Without limitation. a copy ot the consent for release ot Information. general authorization or slmtlar dowment on le with Secured Party shall authorize third Persons to provide the information requested from ma to time. 3-18 mmhaspardpiedh negoiauliddraiiehhmm soltan arnbiguityoraqueaunotlntentorinierpretationariees.this agreementlsiobeomstmedastlthet’erlieshaddreadit Jointly. anppoeedtobeiny constnred agalneta Pertybecweeltwas reaponaiblafordtetigoneormoraprovlslmofthia agreement 8.17 . TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE PARTIES (A) COVENANT AND AGREE NOT T0 ELECT A TRIAL BY JURY IN ANY ACTION OR PROCEEDING FOR THE RESOLUTION 0F ANY CONTROVERSY 0R CLAIM THAT ARISES OUT OF OR RELATES TO: (I) THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY; OR (II) ANY LOAN DOCUMENT. WHETHER ARISING IN CONTRACT. TORT, BREACH OF DUTY OR BY COMMON LAW OR STATUTE (INDIVIDUALLY AND COLLECTWELY. A " CLAIM"); AND. (B) HEREBY IRREVOCABLYWAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY CONTROVERSY OR CLAIM TO THE EXTENT SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THE PROVISIONS 0F THIS SECTION ARE SEPARATELY GNEN BY EACH PARTY KNOWINGLY AND VOLUNTARILY; AND ARE A MATERIAL INDUCEMENT FOR THE SECURED PARTY ENTERING INTO THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS. 8.18 If and to the extent is detennlned by a court of competent Jurtsdlcon to be unenforceable or is otherw’se not applied by any sudr court. each of the parties to this agreement hemhy consents and agrees mat {a} any and all Disputes shalt be heard by a referee In accordance with the judicial reference provisions of California Code oi Civil Procedure Section 638 et eeq., sitting Mtheui a jury In the County of Fresno. Caliiemia. {b} such referee shall hear and determine all of the Issues In any Dispute (whether oi tact or oi law], induding Issues pertaining to a 'proulefonai remedy' as dened In Caifomia Code of Civil Procedure Section 1281 .8. Including without Ilmltaon. artering leetraining orders. entering temporary restraining orders. Issuing temporary and permanent Injunwona and appointing ranchers. and shell report e statement of dedslon.mm that, If during the courae ofany Dispute any patty desires to aeelr such a ‘prouisionei remedy' but e referee has not been appointed. or ie otherwise unavaiiable to hear the request for such provisional remedy. than such party may applyb the Superior Court in the County oi Fresno. California for such provisional reef. and (c) pursuant to California Code of Civil Procedure Santeria 644 and E45. ]udgment may be entered upon the decision of such referee in the same manner as it the Dispute had been tried directly by a court. The parties shall use their respective Wily reasonabte and good faith efforts to agree upon and salad such referee. ammo: sudr referee must he a radred Celliomla state or federal judge. tire parties strait not seek to appoint a referee that may be disquitied pursuant to California Coda oi Civil Procedure Sections 341 or B41 .2, and II the paree cannot agree upon s referee within ten (10} days sitar one party some a aritten notice oi intent tor judicial reference upon the other party or patios. then the referee shall be emulated by the Superior Court In the County of Fresno. Califomla in accordance with Ceifomle Code of Civil Procedure Section Bttitb}. Ii a Dispute Includes multlpte claims. some ofMitch are found not subjectim this Secdcn. the dees shail ataythe proceedingecfthe Diapuueorportorparls thereotnotsuedtothieSeoonuneottm Dbputeeorpansdrweotsreresdvadln accordance withdrb Section. littereereDIsptrtesbyoregavtetmuldplepeaecme Coeeul Nursery. LLc 2019 RLOC SecrrityMmment 65 aimlm are notsubjectto this Sedan. me pawns shallmeme Disputes subjedto his Section andmommamlnMacaw mls Sac-Hon. Each parlyhem‘lo admnwledgaa lhatthh consentandwmentlaarmadailndummm enterlnto lhisagraemenuhe Loannowmwhmdaomaragraemenuandmahummtspmuedfuhamlnormm.wm each will conrms to be bound by and to rely on thla consent and agreement In Il1elr related fubJre dealings. The perliee she! share Illeeoel of lhe referee and referenceMugs equay: lhe referee may award ellerneye‘ leeeend reinbureemenl of the referee and relerenee premedlng fees end web lo re prevailing early. whereupon ell referee and reference proceeding lees and charges will be payable by the non-prevalllng parw [ea ac delermlned by lhe referee). Eed'l early herele lurlher warrenle end represents lhet it hee reviewed lhia ceneenl and egreamenl with legal counsel of he own dreoetrg. or nee had an opportunity to do so. end lhet ll knowingly and volunterlly glvee this consent and enters Into mle agreement haying had ltre opporhmlty to consult with legal counsel. This consent end agreement is lrreyccehla. mew-ring that lt rney not be modied eher creliy or in writing. and this consent end egreerrtent shall apply to any subsequent amendments. renewals. supptements. ormodications to this agreement or any other egraemmt or document entered Into between the parties In connection with this agreement or the transactions contemplated hereby. In the event cf litigation, this agreementmay be ied ee evidence ct either or both pertiea' consent and agreement to have any and all Disputes heard end detennlned by e refuse under Calltomla Code ct Civil Procedure Secon 638. Notedhrsmndlng anything to the century contained herein. the parties aclrootttedge and agree that nothing In title Sewn shell be deemed to apply to or limit the right oi Lender ii} to exercise sett- help remedies such as setotl. or [it] to icredcee tudicletty or nonjudlcleiiy against any reel or personal property collateral. or to exercise ludictai cr nontudldat power of sale rights. or {til} to pursue rights against e person or entity tn e third party proceedhg tn any action broom agdnst Lender [Including actions or proceedings In bankruptcy court]. Lender may exercise the rights set forth in the foregoing cteueee (l) through (in) before. dun'ng or otter the pandency of any judidal reference proceedings. Neither the anerclae ct self-help remedies nor the institution or maintenarce of an action tor foreclosure shall constitute a waiver oi the right oi any person or entity. including the ointment In any eudt edlon. to requke submission toiudiciel reierence the merits oi the Disputematching resort to such remedies. No provision in the Loan Documents regarding submission toturisdlction andior venue in any court ls intended or shell be construed to be In derogeon oi the pronstons in any Loan Document tortudtctet retetmoe o't any Dispute. MGRANTOR INITIALS: Count Nursery. LLC 2019 MOO Seurrity Agreement . 66 Grantor ls signing this agreement eective as of the day and year rst written above. 9m COASTAL NURSERY. LLc, a Canfomia limited liability company Address for notices: . Br DUSTY ROAD INVESTMENT GROUP LLC a Delaware limited 1300 Quail Street Suite 100 . . ' ' New Beach. CA 92660 liability company, as Manager Attention: Nell andom By: . _ NEIL BRANDOM Manager Manager Coastal Maury. LLC 2019 RLoc Security Aoreamarl 11 67 EXHIBIT "D" o- UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS A. NAME a. PHONE 0F CONTACT AT FILER (optima) Phone: (800) 331-3282 Fax: (e18) 6624141 B. E-MAIL CONTACT AT FILER (optional) CLS-CTLS_GIendale_Customer_Service@wolIerskluwer.com. . ' Lie S l tie [1.333329% 705223597 Glendale. CA 91209-9071 CALI L_ _lFile with: Seueiary ofgate, CA C. SEND ACKNOWLEDGMENT TO: (Name and Address) 14571 _ RABOBANK NA. 19-7719852110 06/26/2819 171M WWW E32255, “WM MWWWW 793 Saiaaag ucc 1 nuns THE ABOVE SPACE 13 FOR FUND OFFICE USE ONLY 1. DEBTOR'S NAME: Provide only 5m DobIor name (1a or 1b) (use exact, fuII name; do not om", modin. or abbreviate any pan arms comers name); «any part at The Individual Debtor‘s name will noI m in ne 1b, leave all of item 1 blank, check have D and provide the lndIvidual Debtor inIormalion in ilam 10 ofme Financing SlammemAddendum (Farm UCC1M) In.mlzl'l'lm ”ME COASTAL NURSEY. LLC OR 1b. INDIVIDUALS SURNAME FIRST PERSONAL NAME AonrrIONAL NAMEISTINmANSI sux In. MAILINGAm QTY STATE POSTAL CODE m 1300 QUAIL STREEI'H SUITE 190. NEWPORT BEACH CA 92660 USA 2. DEBTOR'S NAms; Provide only 9_ng Deblor name (2a or 2b) (use exact. ful name: do nol nmil. modify, or abbtevlale any part of the Debtor’s name); if any part of lhe Individual Debtors name willm1 m in ne 2h, wave all oI Item 2 blank. check hem D and provlde the Individual Debw informallun In Item 10 of the Financing salamant Addendum (Form UCC1M) an. amnnwa MIME 0R a. mVlDIJAL‘S'SUWE FIRST PERSONAL NAM-E ADDITIONAL NAMElSIIINITIAHS) SUFFN E. mu‘na“a’ue_ss crrv STATE posm cons cpu'irrIIT'v- a. SECURED PAR‘W'S NAME (or NAME oi ASSIGNEE ormanna SECURED PARTY): Provide onlymg Secured Parry name-(3; or any an mamlza‘nmsmME Rabobank N.A. OR 3b. INDIVIDUAL-s SURNAME FIRST FRSONAL NAM'E ' ADDITIONAL NAME(SVNITIAL(S) k. MILES-ADDRESS CITY 45 River Park Piacu Wash Suite 401 Fresno m STATE POSTAL CODE mm a; CA 93720 USA 4. COLLATERAL: Thismine “maul m mm “limpet (a) all accounts, contract righls. documenls. documents of title. payment intangibles. investment property. chattel paper. and instruments: (b) all inventory; (c) all equipment: (d) all xtures.- [e] all farm products. including crops grown. growing or to be grown._ alt livestock bom or unborn; supplig used or- pra'dused lnDe'btor'a farming operation with respect to those crops. and the tivostock. and produois ot mops and iivestbci: tn their unmanutastured state: [I] all rights to payment, including any lights under any state o'r federal agricultural programs fmdudlng FSA-paymentsj. rights l0 payment 1n kind Ial' sropa or other farm products. revolving tut-id motto. dividends and retalnages; (g) all rights with reagent to any statutory or common law lion regarding any of the Cotlatorel. including liens to swore the purchase pose 01' livestock under California Food and Agriculture Code §55701 et seq" to establlsh a trust under 7 U.S.C. 51 81 at seq. or T LI.S.D. §499A Et'sequ and ID 5.3mm the purchase price of crops and othorfan-n products under California Food and Agrioulturo Code §55631 etsoq.. as all such rights are now in e‘eot or hereafter enacted. promulgated or amondad; (h) all general Intangibles. including all trade secrete. computer soware. eervise marks. trademarks. trade names. tradesmen obeynghts. patents. applications for any or the Ioregoing. wsiomer lists. working drawings. instructional man packaging and tabeling. in which Debtor has any right or interest. whether by ownership. uais. and rights in processes fortechnisai rnanutardurtng. tioenae. contract or othemiee {'Inteliecmai Propony'}; m all proceeds oi any crop insurance. prise supportpayment or other government program: ] accessions. attachmentsand other additions to the Collateral: 5. Check only "applicable and chuck o_n|yone box: Collated is Dhetd In a Tmst {see UCC1M. Item 1? and tnstrustlsne]E helm administered by a Decedent's Personal Reprosmmive: 66. Checkpy iI appiimble and cheekm one box 6b. Checkm if applicable and checkmy one box: D habit-roman Transaction D' ' - Hanan ' B Addams u Tmmittiro unity E] Ammo Liam Nunucc Fm 7. ALTERNATIVE DESIGNATION (Ir applicator: D Lessee/Lessor Dmmuwr- 8. OPTIONAL FILER REFERENCE D‘i‘k 70522359 4242 D SalerI‘EuyBr D BaileelBaiior D Licensee/Licensor 500089-1 FILING OFHCE COPY -"' UCC FINANCING STATEMENT (Form UCC1) (Rev. 04/20/11) 68 mum u, LinnW. poem anon. Ginndaie. casino-sort To tomatoes: II II II II II II II || I| |l |I II |I II I| || |I |I || II II II II lI| |I II |I |I |I II II II II II II II II UCC FINANCING STATEMENT ADDENDUM FOLLOW INSTRUCTIONS 9, NAME OF FIRST DEBTOR: Same as lina 1a or 1b on nancing Statement; lfne lb was left blank because Individual Deblor name did not t, check herU 9a. ORGANIZATIONS NAME' COASTAL NURSEY, LLC 0R mm INDNIDLML‘S SURNAME FIRST PERSONAL NAME ADDITIONAL NAM‘E(syuNmAL(S) SUFFIX THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY - 1o. DEBTOR'S NAME: Proves (10a or 10b) only Lng ndditional Debtor name or Debtor name than and no: m In I'm 1b or 2b onhe Financing smmanuFomI ucc1) (use exact. mu name; do not omit. modify. or abbIevIaIe any pan nI the Dablofs name) and snler the maillng addvess In llne 10c Ih'qn'm" nousm- ' 0R m. lNaVIWAL’B SUHMKME MOBILE FIRST FEW-NAME MFRWW _...... _...- .._._.._. JIN-MWWS CITY aTM’E POSTAL NUNTW 11. ADDITIONAL SECURED PARTYTS NAME x a ASSIGNOR SECURED PARTY'S NAME; Provide anym name {Ha or 11b) “LOREANIZAIEN'BM 0R 11b. INDIVIDUAL‘S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(SYINITIAL(S) sufx ___- -__-.J__-- Imnma nuoaiss om ' STATE posmcooe my 12. ADDITIONAL SPACE FDR ITEM 4 (Conaleral): rights under warranties and insurance(k) substitutes or repIacemenis for any Collateral. all proceeds, producls. rants and prots of any Collateral. all contracts covering the Collateral. and rights under any causes oi action ralailng ID any and all of HID. Cnataral. _ _ _ (I) books, oorraspmdama, credit IIIes. records. invoices, manuals. service resorts and pmgramS. 0m 96mmNaomi-ems. computerManda. tuna._ soware. systems. procedures. disks; tapes and other-starage medlareiating to any of the Collateral. h-Iqludlng any of the foregoing in the possemion er conh'Dt of any aervlue. .uonsultant. or outside vendor (collectively. 'Books and Records"). ma This FINANCING STATEMENT is Io be red (tar record] (or recorded) III-III. I4. This-FINANDING. STATEMENT: REAL ESTATE RECORDS ("mm“) U covers timber Io be cut U covers assay-amen collateral U is med as a rIxIureIIIIII'g. 15. Name and address of a RECORD OWNER oI real estate desuibed in item 16 16. Description of real estate: (if Debtor does noI have a retard interest): ZG M IE SG SE L I- _-_ _ --_ 17_mscm59u3; Wu HEFIIWNA. Writ-um. amencmiaryntmA 4242 m1 Prep-rid W LIIIISOIUIIDM. REED:m-F. FILING OFFICE COPY - UCC FINANCING STATEMENT ADDENDUM (Form UCCIAd) (Rev. 04/20/11) Mala.9h'91meo71 Tulmaaim 69 UCC FINANCING STATEMENT AMENDMENT ‘0LLOWIN5TRUCTFONS A. NAME 8. PHONE OF CONTACT AT FILER (optimal) Lieu Solutions 800-33 1-3282 B. E-MAIL cumac‘rAT FILER (optional) Ic. SENDamumenemrm: (Name am Address) Lien Solutions PD. Box 29071 DOCUMENT NUMBER: 901 1 3310002 Glendale, 3A 91209-907 1 FILING NUMBER: 2047801560 USA FILING DATE: 0610912020 10:36 IMAGE GENERATED EEC‘I‘RDNIBALLY FOR XML FILING . 1b. {mmIFW--NCM ET‘T'EHENT AMENDMENThIuMIM1a Inn-w. FINANCING sTATEMENT FILE NUMBER m In he REAL ESTATE RECORDS For”WI-mm 1977198521 10 (Formuccmmpumneummm Imam-Ia Tl'l-E RBDVE SPACE IS FDR CA FILING OFFICE UH ONLY 2. TERMINATION! Elfacvamu ol'the Hmlng Shiamenl ldenllflad above H termlnaled with Iarpecl la the security leres) of Seemed Party ammmhg lhll Tennlmllan Smment a. CASSIGNMENTIMIarp-wo: FmuidgmmdA-winlmfaonh”In: mamuwlanhmdI-umeofmmrlnlms Forwdaaaiummrtwnpmiwn-‘fads lalmmmd 4. CONTINUA‘I'ION: Ermvamas or the Flnanclng submeri Identied above with respect lo Ihe security lnlerel(a) of Secured Fanymzlng Irb Cominudlen swemenl ls oomlnued for Ihe addtlond perlod pmlded by applcable law 5. I37 PARTY INFORMATION CHANGE: Checkmol thou two boxer. A_ND_ Check o_no of [hue three baxes la: This Change aede I; Debtor gr risen-Ir“ FI'U 0' fecal“ V_: Exgfgmamm I hue; 7c r: farming? "em I: owe-sung“: [rslghmm E. CURRENT RECORD INFORMATION: Cornpbte [or PartyWOW - pumaWm name (6a or 6b) Sn. ORGANIZATIONS NAME COASTALNURSEY, LIA-.5 OR 6b. INDNTDUAL'S SURNAME FIRST PERSONAL NAME ADNTIMN. NAME(S)IINITIAL(S) SUFFIX 7. CHANGED ORADDED INFORMA'nON: Complete farmlanment or Party lnfurrndlnn Change - prmdde any 95 name (7a or 7b) (usend, full name; do not ornlt, madly, or abbrevldemy part of [In Debtors name) 7a ORGANIZATIONS NAW COASTAL NURSERY, LLC 7b. INDNIDUAL‘S SURNAME 0R INDIVIDUAL's FIRST PERSONAL NAME INDIVIDUAL's ADDITIONAL NAMEISMNmALm SUFFIX 7c. MAILING ADDRESS crrv STATE FOSTAL CODE COUNTRY 1300 QUAIL STREET, SUITE 100 NEWPORT BEACH CA 92660 USA a. In COLLATERAL CHANGE:mmmdtheaa rour bow: ,r'EADD collateral I“ DELErE caramel REsTATE covered collateral In ASSIGN coll-laral lnrklb odhteral: I9. NAME OF SECURED PARTY 0F RECORD AUTHORIZING THIS AMENDMENT: Frovlde only gm mme (9e crab) (name or Aaalgnor. Ir Ihla la an Aulgnment) II thle Ie en Armndment unturned by e DEBTOR, check here . ..:md pruvlde name ofmmmlng Debtor a ORGANIZATIONs NAME RABOBANKNA. OR b. INDIVDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(Sy|NITIAL(S) SUFFD( 1o. OPTIONAL FILER REFERENCE DATN CA-0-75392975-59232517- Debtor. COASTALNURSERY, LLC FILING OFFICE COPY 70 EXHIBIT "E" Coastal Nursery, LLC 2019 RLOC Revolving Une oi Credit: 500089-1W Thls guaranly ls dated as of May 21. 2019. It ls by NEIL BRANDOMCW). to and In favor of RABOBANK. N.A.. a national banking associationCM). Lender has extended or wlll extend credit or other nancial accommodations to COASTAL NURSERY. LLC. a Carlfomia Ilmlted liability company (amt). under the terms Ind conditions of a Credit Agreement between Borrower and Lender dated as of the date of this guaranty (that agreement, theW). Each capitalized term used in this guaranty that is dened In the Credit Agreement and not dened In this guaranty will have the meaning specied in the Credit Agreement. This guaranty will be interpreted in awordance with the Drafting Conventions. Guarantor has an economic interest In Borrower or will otherwise obtain a materiel nancial benet from Lenders extension of credit to Borrower. Lender requires that Guarantor execute this guaranty as a condition ot the Credit Agreement. To induce Lender to extend credit to Borrower. and in consideration thereof, Guarantor agrees: 1. 641mm. Guarantor absolutely. uncondooay and irrevocably guarantees to Lender the full and prompt payment when due [media at stated manrrity or earihr. by reason oi acceleration or chemical. and at all times ihereaiisr. and he ll and prompt perionnanoeMien due. oi the Guaranteed Obligations (as dened herein). ehictly In awordance with the terms of this guaranty. the Credit Agreement and the other Loan Documents. If at any time Bonower tells. neglects, or refuses to pay when due or perionn when due any oi the Guaranteed Obligations. then Guarantor shall pay or perform or cause to be perfumed sudr Guaranteed Obiigationa as required under the terms and conditions of this guaranty and the Loan Documents. 2- Theterm 'Eusrasiashioatim' meansz (a) all Obligations (as dened in the Credit Agreement). including the Revolving Una of Credit Note dated as oi the date of this guaranty. from Borrowerto Lender in the original principal amount oi $5,000,000.00. and all renewals. extensions. amendments. modications and restatements of the foregoing: al other obligao'ons oi Borrower to Lendu. whether now exisng or hametisr limited or created. whether voiunhry or Involuntary. mother obigetory or non-obligatory. whether due or not due. whether absoiuie «contingent. or whether loomed directiy or acquired by assignment or othmise; aid (c) any of the foregoing that arises aer the ling of a petition by or against Borrower under an Insolvency Proceeding. 3. Lender may perform any or all of the following acts at any time, without notice to Guarantor and without affecting Guarantors obligations under this guaranty: (a) meets new Guaranteed Obiigations. or star the terms of any Guaranteed Obligation. including mowing. compromising. extendng or accelerating. or othmuisa dredging the time for pennant or performance oi. or lno’aesing or decreasing the raia of Interest on. re Loans or any poriim thereof: (h) take and hold sewrity for the payrnent and perfomruroe of the Guaranteed Dbiigations or this graranty, aooapt addibcnd or substituted security for either. and subordnaie. embargo. anioroe. naive. release. companies. fall to perfect and sail or otherwise dispose oi any such aacra'itr. (c) dired the order and manner of any sale of aII or any part of any security now or laterto be held torthe Guaranhed Obligations or this guaranty. and the Lender may also bid at any such sale; {dl apply any payments or recoveries from Borrower. Guarantor or any other source. and any proceeds oi any acuity. to the Guaranteed Obligations in such manner. order and priority as the Landermay elect. airether or not tircse oblgetions era guaranteed under this guaranty or seorrrad at the time ofihe applicacn: (a) ottramisa exercise any right or remedy It may have against Borrower. Gun-antor or any otherguara‘rrtor of the Guaranteed Obligsdons or any sacrrdy interest itmight have. including the right to foreclose upon any such searrtiy by lucial or non-Judicial foreclosure; (t) release Borrower of Its liability for the Loans or any portion thereof; 71 (g) substitute. add or release any one or more makers. guarantors or endorsers; (h) extend other credit to Borrower. with or without taking or holding security for the credit so extended: and (l) assign the Guaranteed Obligations. this guaranty, or the other Loan Documents In whole or in part to the extent provided in the Credit Agreement 4. Gua'antor agrees that so long as Lender has any obligation to make Loans or any Guaranteed Obligations are unpaid or unsatised. Guarantor shall not be released by orbeo'aUse of the taking. ortaiurmtake. anyactlnn thatmightln mymanmrubanyemnvmyrarisksateuamtorundersguamtyum buttor this sadbn. might disdtage or omen-tee reduce, limit. ormadly Guarantor: ubilgaone undarthls guarmty. GuamtorWalves and murders any detanse to any Ilablily under this guaranty timed won any such acb‘on. including but not imlted to any salon of Lmdardasoribed hm1. it is dieaw intent oqummrthat Guarantofs obgations under this guaranty are and shall be absolute and unconditional. 5. mm. Guarantor hereby irrevocably waives any defenses ltmay now have or hereafter aoqulre that relate in any way to any of the following: (a) any right to require Lender to proceed against Borrower or any other guarantor of the Guaranteed Obligations. proceed against or exhaust any security received from Borrower. Guarantor or any other guarantor ot the Guaranteed Obligations or otherwise marshal the assets ot Bonower. Guarantor or any other guarantor ot the Guaranteed Obligations. or pursue any other remedy in Lenders power whatsoever: (b) any defense arising as a result of Borrower's use of the proceeds of any borrowing; (c) any defense that results trorn the absence. impairment or loss ot any right ot reimbursement. subrogation, contribution or other right or remedy ot Guarantor against Borrower. any other guarantor ot the Guaranteed Obilga’dons or any security; (d) any saw-or counterddrn oi Borroaaror any defense aising by reason oi any ssblllty or other-defense oi Borrower. or the cessation from any cause vd'ratsoevar at the liability at Borrower (Inchidrrg the Iaoir at vallri'dy or enforceablty of any Loan Document or any agreement or instrument relating literate): (a) any defense based on any claim that Guarantor's obligations exceed or are more burdensome than those of Borrower: and upon any law. rule or regulation which provides that the obligation ot a surety must not be greater or more burdensome than the obilgaon oi the principal; (i) the benet ot any statute oi limitations affecting Guarantors liability hereunder. (g) any appraisemant. valuation. stay. extension. moratorium. redemption or similar law or similar rights for marshalltng; (h) until all obligations of Borrowerm Lender have terminated and all ofthe Guaranteed Obligations have been fully. nally and indeteasibly paid. any right to revolts this Guaranty; (i) any denes arising from an election for the application of Section 1111(b)(2) of the Bankruptcy Code (Tide 11, United States Gods) or any successor stems which applies. to the Guaranteed Obligations: (I) any defense based upon any borrowing or grant of a security interest underMon 364 of the Bankruptcy Code (Title 11, United States Code) or any successor statut ; (k) any taking. esdtange. release or non-perfection cf any Goilatard ormy other coilataret. or any taidng. release or amendment or waiver of. or consent to departure from, any adrarguaranty.'for all or any of the Guaranteed Obligations; (I) any change, restructuring or termination of the corporate strudura or existence of any Loan Party: (m) mytahummhapaddLendartcdbchmtoanchmPaymyhtormadcn relatingtothebusinsaa'._ oondibon (nancial or ottranttsa). operations. performance. weperes or prospects of any other Loan Paty now er haresh‘er known h Lander (Guarantor is waiving any duty an the put cfthe Lander to disclose such information); or (n) the failure of any other Person to exmute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of any other guarantor or staety with respect to the Guaranteed Obligations. Coastal Nursery, LLC 2019 RLOC Guamty 72 8. mm. Guarantor hereby unwnditionally and lrrevocably waives any right to revoke thls guaranty aid acknowbdgee that lhhgum is continuing h nature and applies to all Guaranteed Obligations. whether existing newer In the future. and shall eonnua in aoat unm all obiigations of Lander to extend credit to Borrower have termlnated and all of the Guarantwd Obligations have been fully, finally and indeteeslbty paid. 7. So long as Lender has any obgaon to make Loans or any Guaranteed Obligations are unpaid or unsatised. Guarantor waives to re extent permitted by Applicable Law any right of subrogation, reimbursement. Indemnication. and oontrhutlon (trauma. eatulory. or othenriee) including. without limitation. any dam or right of subrogation under the Banknrpicy Code {Title 11. United anion Code) or any summer statute. arising from re existence or performance of this guaranty. and Guarantor waives to the extent permitted by Applicable Law any right to enforce any remedy that Lender now has or may hereatter have against Borrower. and waives any benetit ot, and any right to participate In. any security now or hereafter held by Lender. B. W. Guarantor waives all preeentmenta. demands tor perlonnanoe. notices of nonperionnanoe. protests, notices of pretest. noboee ot dishonor. notices at intern to aoceierabe. name ot aoceleradon. notime' otahyaulloranyctherewonegelnsl BorrowerorenyottrerPeraon.myoiher noiceaiomypuiyilabteonmyLoenDeoument {including Guarantor}. nooee oi acceptance otthls guaranty. notices of the existence. creation. or incurring of new or addicnet Guaranteed Obligations or any other Indebtedness. liabitiea or obligaons of Borrowerto Lender. and naucee of any tact that 'might increase Guarantor’s risk. 9- WW- (a) GUARANTOR HEREBY FURTHERWNVES ANY RIGHTS OF SUBROGATION. REIMBURSBJENT. lNDEMNlFlCATlON. AND CONTRIBUTION OF ANY OTHER RIGHTS AND DEFENSES THAT AREOR MAY BECOME AVAILABLE T0 GUARANTOR BY REASON 0F SECTIONS 27B? TO 2355. INCLUSIVE. SECTION 2899 0R SECTION 3433 0F THE CALIFORNIA CIVIL CODE OR SECTION 3605 0F THE CALIFORNIA COMMERCIAL CODE. GUARANTOR HAS BEEN MADE AWARE 0F THE PROVISIONS 0F CAUFORNIA CIVIL CODE SECTION 2856. HAS READ AND UNDERSTANDS THE PROVISIONS OF THAT STATUTE. HAS BEEN ADVISED BY ITS COUNSEL AS TO THE SCOPE. PURPOSE AND EFFECT OF THAT STATUTE. AND BASED THEREON. AND WITHOUT LIMITING THE FOREGOING WAIVERS. GUARANTOR AGREES TO WAIVE ALL SURETYSHIP RIGHTS AND DEFENSES DESCRIBED IN CALIFORNIA CNIL CODE SECTION 2856(a). (b) The provisions of this §ggton 9(9) are applicable it any Guaranteed Obligation is or becomes secured by real PFDPGIIY- (i) Guarantor waives all rights and defenses that Guarantor may have because any oi the Guaranteed Obligations Is secured by reel property. This means. among other things: [Ii Lendermay coiled from Guaramormammon any reelcrpersonelpmperlyoeilaterai pledged by Borrower. end iiiiifLenderforecioses on any reel property unilateral pledged by Badman {1} the amount of die Guaranteed Obligations may be reduced only by the price tor wltidr that collateral is acid at the foreclosure sale. even if the collateral is worth more than the sale price. and (2} Lender may select from Gua‘antor even it Lender. by foreclosing on the real property collateral. has destroyed any right Guarantor may have to coiled from Bcnoner. This is an irrevocable and uncondldonai waiver of _ rights and defenses Guarantor rney have because any oi the Guaranteed Obligations is secured by real propa‘ty. THESE RIGHTS AND DEFENSES INCLUDE. BUT ARE NOT LIMITED T0. ANY RIGHTS OR DEENSES BASED UPON SECTION 580a. 580b, 580d. OR 726 0F THE CALIFORNIA CODE OF CIVIL PROCEDURE. {It} Guarantor waives all rights and defenses arising out of an election ct remedies by Lender, even though the eiectbn of remedies. such ea non-tudiclel foreclosure vain respect to security tor any Guaranteed Obilgetion. has destroyed Guerantcr’a rights c! subiogatton and relnrbwsement against the principal under the Guaranteed Obtigaticn by the operab‘cn oi Section 530d ct the Code oi Civil Procedure or otherwise. _ 10. it. in any scion to eniorce this guaranty. any court of ccntpdenl Iusmlicn determines that enforcemnt of It meinet Guarmtcr tcr'the tull amount ct the Guyanteed Obligab‘one is not lairrtul underorwcuid be subjectto avoidance under Section 548 ofthe Burkruptcycode (Tide 11. United Stem Codeioreny successor stems. or any comparable state law. the liability ct Guarantor under this guaranty shall be limited to die maximum amount lawful and not subject to such avoidance. 11. m To secure all otGtm'antcfe obligations hereunder. Guarantor hereby assigns and grafts up Lender a security interest In all moneys. eecrrrtltea. and otter-property ctGunter new or hereser In the possession of Lender. ell depositaccounte oquaranmrmaintaned with Landon-aid at proceeds dialect; Upon defaultorbreach utenyot Coeehl Nicely. LLC 2019 RLOC Gumty 73 Gamma obllgalium to Leader. Landermay apptymy dams! amountto raduoa lhe Guaranteed Obligeens, and mayWe on any eeeterel as provided In the UCC end h anymm agreements batman Lender and Guarantor. 12. mm. If this gummy b revoked. rammed. or canceled. and eubeeqmnliy any peyrnenlerh'aneferoianylnwwln pmpertybyBamtoLenderlsreechdedermstbemredby Lendertedm. We guarmly shell be relnsteled with rem to any wen paymenl er transier. regardless of myml: pur rewmen. retard. or cancellation. 13. my Amlggen. In the event hat aaeeieteon ofme time [or payment of any of lhe Gummteed Obiiget‘rons Ia stayed men the Insolvency. barium. or reorgemzellen of Borrower er emennee. dl such Guaranteed Obllgalens guaranteed by Guarantor shall nonetheless be peyebie by Guarantor Immedlately If requested by Lender. 11L mm. Any abllgeuns of Bumwer to Guarantor. new or hardener exietlng. including but not Ihned to any obigelions to Guarantor as eubrooee of Lander er resulng from Guarantora perfume-roe under thb guaranty, are haeh'y subordinated to the Guaranteed owgatione. In eddion 1o Guarantor'e waiver oi any right of subrogeiion as eel forth in inle guaranty with reaped to any obilgaone oi Borrower to Guarantor as eubregee at Lender. Guarantor amass that. tr Lender ea requests. Guarantor shall not demand, take. or receive from Borrower. by aam or In any othermanner. payment at any other obligations ot Borrower to Guarantor until are Governed Oblgations has been paid tn full and any oommlirnanie o! Lander or facilities provlded by Lenderwit respect to the Guaranteed Obiuaone have been laminated. it any pay-mote are recalled by Guamtor in violation of such waiver or agreement. such paymena shell be raoahred by Goat-utter as amtee for Lender and anail be patd over to Lender on amount oftha Guaranteed Obligaaona. but wittimrt noticing or affecting In any manner die Babmty oi Guarantor under tne other provisions of this guaranty. Any security hieraat. lien. or otha' encumbrance that Goeantor may now or hereafter have on any property of Borrower is hereby subordinated b any security Interest. an. or other encmnbrauoe thd Lendermay have on any such property. 15. W. Guarantor represents and warrene to Lender that (a) Guarantofs correct legal name ls as shown next to Guarantors signature below; (b) the address tor delivery oi notices to Guarantor hereunder ls shown next to Guerantor‘s signature below; (c) Guarantor ls of the age ofmajority and may enter Into contracts which are enforceable under the laws oi the state of Guarantors residence; (d) to Goararrior‘s knowledge, this guaranty and the other Lear Documents to whtoh Guarantorle e party do not o'o'ntd with any Applicable Lew. and no sedan. consent or aroma! a tenured by any Governmental Authority or wry other Pamhcoumdimwtrmeexawuommryendpedmsncebysumtoroturls guarantyendtheothertomdoournents toMitch It is a party; {a} this guaranty and the other Loan Dommarrts to whtdr Guarantor Is a party as legal. valid and binohg easements oi Guarantor. enforceable against Guarantor it accordance with thdr terms and any arse-unseat or agreement required heretnder or hereunder. when escorted md deducted. shall be similarly legal. raid. binding end enforceable: the Finandat tntonnatton is complete and ecorrate. cor-rm and sul'ticlenby complete in all materiel mopeds as to the linendal audition oi Guarantor (and. if applicable. any pert-tars. shareholders. members. or other utnclpals of Guarantor}. Inclumng anymatedel ocnlhrgent Babllilles. and sacs the date such Financial Intcnnation was prodded b tender. rere has been no material adverse change in the nancial condition ct Guarantor (and. if applicable. such other Persons): {g} all lnionnation submitted to Lender by or on behalf oi Guarantor in connection with this guaranty and the otherLo'ar Documents is correct. complete. and not nrtsbeding in any materiel respect; (h) there Is no lawsuit. tax claim or other dispute pending or threatened against Guarantor, (l) Guarantor is not the subject of any Judgment. writ, injunction. decree, or rule oi any court. arbitrator or other Governmental Authority: {I} brie guaranty does not candid with. nor is Guarartor In default under. any agramnent or anangsment In etledproyidlng iororretatlngtoastsnslonsoioredtorotherirrdsbtadnessoranynetursln respadoiwhlch Guarartcris In any manner dlredly or oonllngantly obligahd: {kl Guarantor has led dl tax-Mums (federal. state. and tout) required to be tiled and have paid all taxes. assessments. and gcyanrnental charges and lattes remen-to be due. Indudng intarestand genomes: Causal Nursery. LLC 2019 RLOC Gumty 74 (l) Guarantor has not received any notloe of violation of any appllwble laws. ls In compliance with all Applicable Laws. and there ara no claims. aollons. proceedings or lnvesligallons pendlng or threatened against Guarantor with respect to any violations cf Applicable Laws; and (m) Guarantor knows of no event which is. or with notice or lapse of time or both would be. an Event of Default. 16. W. GUARANTOR'S SUBMISSION 0F ANY REPORT. RECORD OR OTHER INFORMATION. FROM TIME TO TIME,WHETHER 0R NOT REQUIRED UNDER THE LOAN DOCUMENTS. WILL BE DEEMED TO BE ACCOMPANIED BY A REPRESENTATION AND WARRANTY BY GUARANTOR THAT SUCH REPORT. RECORD 0R INFORMATION IS COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS, AS 0F THE DATE 0F SUCH SUBMISSION AND DOES NOT OMIT TO STATE ANY MATERIAL FACT NECESSARY T0 MAKE THE INFORMATION CONTAINED THEREIN NOT MISLEADING. 17. So long as Lender has any obligation to make Loans or any Guaranteed Obligations are unpaid or unsatised. Guarantor shell furnish to Lender all documents relating to Guamtor as required In the Reporting _ Requirements sociioa cl the Credit Ageernant end shall comply with any oovanmts andr'or restrictions mat relate to Guarantor underme Credit Agreement. In addition. Guarantor shdl: (a) comply in all reaped: with all Applhebte Lane and pay before delinquency. all taxes. assessments. and governmental changes Imposed upon tire Guarantor or lb property; (bimaintain and preserve all rights. privileges. and franchises Guarantor now has: and make any repairs. renewals. or replacements to keep the Guarantofs properties in good working condition; and (c) at any reasonable time and from time to time, permit Lender or any oi its agents or representatives to examine and make copies oi any abstracts from the records and books of. and vlslt the properties of. Guarantor and to discuss the affairs, nances. and accounts of Guarantor with (it Guarantor ls other titan a natural person) oicers, directors. partners. ormanagers or Guaantor. as applicable: Guarantor‘s independent accountants; and any other Person dealing with Guarantor. 18. The occurrence of any oi the following shall constitute an 'mmw under this guaranty: (a) an Event ot Default (as dened in the Credit Agreement): (b) Guarantorfalls to perform any of the Guaranteed Obligations; (c) Guarantor revokes this guaranty (or attempts to revoke this guaranty) or this guaranty becomes ineffective tor any reason; (d) a default under any agreemnt or undertaking to which Guarantor is a party otherthan the Loan Documents. which is not cured with any applicable ours or grace period. iiany; (s) a Material Adverse Effect as to Guarantor. (f) the dissolution of Guarantor or death of Guarantor. and (g) the ocwrrance or nonoccurrence of any event or events which causes Lender to deem itself Insecure. 19. Upon an Event of Default, Lender shall have all of the remedies of a creditor and. to the extent epplcebie. oi a secured paty. under sit Applicable Law. Without limitadon. to the extent permitted by law. Lendermay. at Its opon and withoot notice or demand: {a} declare any Guaranteed Obtgations due aid payable at once; and [bi lake possession of any ooiiatu'at pledged by Borromr or Guarantor. ntrsrsvsr located. md sell. resell, assign. transfer. and deliver ail or any part of the collateral at any pubic or private sais or othenvise dispose oi any or all oi the ooitatsral in its than condition. tor can or on credit or for future delivery. and in connection tirarentih Lander may impose reasonable conditions upon any such sale: and set o agdnst any or all liabilities oi Guarantor all money owed by Lender or any oi its agents or affiliates in any capacity to Guarantor. whether or not due. and coo eel oft against at other liabilities oi Guarantor to Lender all money owed by Lander In any capacity to Guarantor. Lender. unless prohibited by law the provisions oiwhim cannot be waived. may purdrase all orany part ofthe collater to be sold. tree from and disdrarged ol ail trusts. daims. rights cl redemption and equities of Baronet or Guarantor whatsoever. It exercised by Lender. Lender strait be deemed lo have enerdsed its right of setofl and to have made a diarge against any such money immediately upon the ocwrrence o! eudr default although macs or entered on the books subsequent thereto. Nobhiistanding the foregoing provision ct this paragraph. in the event ot m actual or deemed array ct an crdertcrrslnrilh reaped to Guarantor under the Bankruptcy Code (Tre 11. United States Code) orany successor atabrta, the Guaranteed Obligedcns shall sutornacelly become due and payable. -.; .2: .-. .= . .1 . Before signing die guaranw. Guarmhr truestigated the nancial condition and business opsraons ot aonower. the press and formar oondlion. uses are ownership oi the Coastal Nursery. lJ.c 2019 RLoc Guarmty 75 a _. ,'- __ .,_ - _. _. _. _. ._ _. _. ;._ _. - ... .._ .. collateral. and such other matters as Guarantor deemed appropriate to assure Itself of Borrowers ability to dlscharge Its obligations under the Loan Documents. Guarantor assumes full respnmhlty for mat due dillgence. as well as for keeping informed ol all matters which may affect Borrowers ability to pay and parlour: tts obligations to Lander. Lender haa no duty to disclose to Guarantor any information which Lender may have or receive about Borrower’s nancial condition or business operations. the condition or uses of the collateral, or any other circumstances bearing on Borrower's ablllty to perform. 21. It Lender ts required to pay. return or restore to Borrower or any other person anymounts previously paid on the Loan beams oi any lnsotmcy Proceeding of Borrower. any stop notice or any outer reason. re obgaticrre of Guarantor strait be rdnatated and revived and the rims at Lender shall continua with raged to such amounts. all as though they had never been paid. . m. Lendermay. at he option. pay any tax. assessment or other govemrnenml levy. any Insurmoe premium or any other expanse or charge reqused to he paid or caused to he paid by Guarantor under the terms of any Collateral Document. It any. to shim Guarantor is s party (aid not nely pad by Guarantor] {arose Collateral Doum‘renh. “Gum m " and at! such payment. 'Lmanm'}. Guarantor shall pay on demand {a} wider Advancements: (bl all cosh end expenses Incun'od by Lender In connection with the preparation. exewlion. delivey. thing. md admhlsiretlon o! the Loan Documene to which Guarantor is a party or required under any Lem Dowmant to which Guarantor ls e Pm? (including Legal Fess incurred in connection with the preparation of the Loan Doournanh and advising Lender as to lb rights} {o} re coet of any credit verication reports and eld examinations oi Gusrantor‘s books and records. Inspections oldie Coasterai granted by Guarantor under any Guarantor Coileterat Documents. it any: appraisals and reappraisals ofdre Gottater granted by Guarantor under any Guarantor Collateral Documents. it any. required by Lender. surveys and environmental site assessments ot any real property hooded in the collateral. and title Insurance required by Lender. and appraisals aid reappraisals of the Cotsterai granted by Guarantor required by Lander. (d) at mats and erqsansos lnwned by Lender In connection with antoroarnsnt oi the Lem Doormat-its to which Guarantor ls a party or required under my Loan Dooment to which Guarantor is a party. or any amendment. moacation. or supplement thereto. vdradrer by negotiation. least proceedings. cr othanyise. including in the contain of any insolvency Prorreeding: is] an sums advanced or spent by Lander tor the maintenance or preservation oi the Collateral granted by Guarantor under any Guarantor collated Document, iteny. ard {f} all other expenditures that Lender may make under the provisions ot the Loan Dowments or for me benet ct Guarantor. including Legal Fees. 23. Guarantors obligations under this guaranty are in man to its obge'tions under any other existing ortuhrre guaranties. each oi which shall remain in full force and effect until it ls expressly modied or released in a writing signed by Landon Guarantor's oHigattons Lardar this guaranty are independent ofross oi the Borrower. Lender may brtrg a separate action. or commence e separate raterenoa or arbitration proceeding against Gawanbr without rst proceeding against the Borrorrrer. any other Person or my security rst Landermay hold. and without pursuing any odrar remedy. The rights of Lender under this guaray shall not be exhausted by any action try Lander until the Guaranteed Obligations have been paid and pertonrrad in toil. 24. NI accounting terms not specicsty dened herein shall be construed in accordance with GAAP. Guarmior shall not change the manner in which either the last day ct its scal year or the last days oi the rst'three scal quarters ct Its scal years is calculated. 25. trim. Ali nooces. approvals. consents. and orsr cornmtaricaons under this grasrrty (Maj must begtvan tn sooordancevrith and willbasublaottoihatennsand provisionsoitheoedttagresrrent. Noticesmustbemeliador delivered. tl-tc Guarantor. to the address adjacent Guarertcrs sigretura baic'rr. iito Lender.b 45 E River Pant HaoeWest. Guile 401. Fresno. GA 93720. Attention: Commercial Loan Administration Services: end in the case of any other Person. to the address designated by that Person in a notice to Guaantor and Lender. 28. Magi. This guaranty may be executed in counterparts. each oi which wit be an original and ail otwhloh together are deemed one anti the same matron-rant. This guaranty shall be hierpreted in light oi the Drafting Conventions speded In re Credit Agreement. which conventions are Incorporated herein by this reference. No provision or waiver in this guaranty strait be oorrstrusd es limiting the generality oimy otherwaiver contained in this guaranty. Each Party has participated it negotiating and droning this guaranty. so It an ambiguity or s question of Intent or interpretation arises. this guaranty ts to be construed as it the parties had dratted Itjolntly. as opposed to being construed against a Party because it was responsible tor draing one or more provisions oi this guean . This guaranty shat inure to the benet of and shalt be binding upon the parties and ihdr respective successor-a and assigns; provided. that Guarantor strait not assign Its rights or obligations hereunder ntthout Lender’s prior written consent Lender may oaneter all or any pardon ct Its rights under this guaranty and the Loan Doctor-emb any other Person. Lender may diadose to any acted or proposed banstares any Iniormaon that Guarantor has detvued to Lender in oonnecdon with the negodation oi this guararty or pursuant to re Loan Documents: and Guarantor shall conceals 003ml Nursery, LLC 2019 RLOC Guamty ‘ 76 fully with Lender in provlding that lntomtatton to any actual or proposed transferee. All rights and remetes under this guaranty and the Secured Obligation Documents are cumulative. and the exercise oi any one or more of them does not constitute an election of remedies. Any provision of any Secured Obligation Document which ls prohibited or unenforceable in any jurisdiction shall. as to thatjurlsdiction. be ineective to the extent of such prohibition or unenforceabiltty without invalidating the remaining provisions oi that Secured Obligation Document or aeoting the validity or enforceability of that provision in any othorlurisdietion: except that if such provision relates to the payment oi any monetary sum. then Lender may, at its option. declare all Guaranteed Obligations Immediately due and payable. This guaranty may not be amended, changed, modied. altered or terminated without the prior written consent of Lender. 27. Guarantor signs this guaranty on his or her own behalf and on behalf of Guarantor's marital community. it any and agrees that recourse may be had against community assets. if any, and against Guarantors separate property for the satisfaction of all indebtedness. liabilities end obligations of Guarantor underthls guaranty. 28. Lender may make an optically Imaged reproduction of any or all Loan Documents and. at its election, destroy the original or originals. Guarantor consents to the destruction of the original or originals and agrees that a copy of the optically imaged reproduction of any Loan Document will be the equivalent of and for all purposes constitute an 'orlglnal' document. For purposes oi this section, 'for all purposes' Includes use of the optically imaged reprodudion (a) to prove the content of the original document at trial, mediation, arbitration or administrative hearing; (b) for any business purpose; (c) for lntemel or extemat audits and/or examination by or on behalf of Governmental Aumonties; (d) in canceling or transferring any dowment; and (e) ln conjunction with any other transaction evidenced by the original document. 29. This guaranty: G) represents the sum of the understandings and agreements beMen Lender and Guarantor concerning this credit; (ll) replaces any prior oral or written agreements between Lander and Guarantor concemlng this credit: md (iii) is intended by Lender and Guarantor as the nal. complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this guaranty and any other agreements required by this guaranty. this guaranty will prevail. 30. W. This guaranty will be governed and Interpreted by applying the laws of the State oi Caiifomla (the 'mmm') without regard to its conflict of laws principles. Guarantor understands that the laws of the Governing Law State may differ from the laws ofthe State where Guarantor resides or otherwise is located or where the Collateral is located. Guarantor understands. agrees and acknowledges that (a) this agreement and the transecon evldanéud hereby have signicant mid substanal mntacrs with the Governing Law Stats. (bl it Is convenient to Guarantor and Lenderto select the law of the Governing Lew Sate to govem this agreement and theesteem eldest-iced hereby. to] the trar'ieaotlons evidenwd by this agreement bear a reasonable connection to the laws of the Govemlog Law ats. id} the choice oflhe Internal lane of the Governing Lew State was made for good and valid reasons. and {a} the choice oi the Governing Lew State constitutes good and valuable consideration tor Lender to enter into his agreement and Lender has entered into dtle agreement in reliance on this choice. 31. JQRISDIQ I [ AND VENUE. GUARANTOR IRREVOCABLY AGREES THAT, AT THE OPTION 0F LENDER. ALL ACTIONS. PROCEEDINGS 0R COUNTERCLAIMS ARISING OUT OF 0R RELATING T0 THIS GUARANTY OR ANY OTHER LOAN DOCUMENT WILL 8E LITIGATED IN THE SUPERIOR COURT OF CALIFORNIA. FRESNO COUNTY. CALIFORNIA, OR THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF CALIFORNIA. GUARANTOR IRREVOCABLY CONSENTS TO SERVICE. JURISDICTION. AND VENUE OF THOSE COURTS FOR ALL SUCH ACTIONS. PROCEEDINGS AND COUNTERCLAIMS AND WAIVES ANY OTHER VENUE T0 WHICH IT MIGHT BE ENTITLED BY VIRTUE OF DOMICILE, HABITUAL RESIDENCE 0R OTHERWISE. FINAL JUDGMENT AGAINST GUARANTOR IN ANY SUCH ACTION. SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT. A CERTIFICATE 0R EXEMPLIFIED COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE 0F THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. GUARANTOR IRREVOCABLY WAWES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW {A} ANY OBJECTION WHICH IT MAY HAVE NOW 0R IN THE FUTURE TO THE LAYING OF THE VENUE OF ANY SUCH ACTtON. SUIT 0R PROCEEDING IN ANY COURT REFERRED T0 IN THE FIRST SENTENCE ABOVE: {B} ANY CLAIM THAT ANY SUCH ACTION. SUIT OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; {C} ITS RIGHT OF REMOVAL OF ANY MATTER COMMENCED BY ANY OTHER PARTY IN THE COURTS OF THE STATE OF CALIFORNIA TO ANY COURT OF THE UNITED STATES OF AMERICA: ID] ANY IMMUNITYWHICH lT OR ITS ASSETSMAY HAVE IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT FROM ANY SUIT. EXECUTION. ATTACHMENT [WHETHER PROVISIONAL OR FINAL. IN AID OF EXECUTION. BEFORE JUDGMENT OR OTHERWISE) OR OTHER LEGAL PROCESS; AND (E) ANY RIGHT IT MAY HAVE TO REQUIRE THE MOVING PARTY IN ANY SUIT. ACTION 0R PROCEEDING BROUGHT IN ANY 0F THE COURTS REFEMED TO ABOVE ARISING OUT OF 0R IN CONNECTION Consul Nursery. LLC 2019 RLOC Guarmty 7'] _ . ._ ._ _- _. _. __ _ WITH THIS GUARANTY 0R ANY OTHER LOAN DOCUMENT TO POST SECURITY FOR THE COSTS OF GUARANTOR OR TO POST A BOND OR T0 TAKE SIMILAR ACTION. 32. mama. Lender is authorized to otder a audit report and verify all olher credit information. Including past and present loans and standard references from ttme to ttme to evaluate the ueditworthiness of Guarantor. Without limitation, a copy of the oonsentfor release of information. general authorization or slmllar document on le with Lender shall authorize third Persons to provide the lnfonnation requested horn time to time. 33. E TRIAL B! ,IURY. T0 THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY IN ANY ACTION OR PROCEEDING FOR THE RESOLUTION 0F ANY DISPUTE. CONTROVERSY OR CLAIM THAT ARISES OUT OF OR RELATES TO: (I) THIS GUARANTY: OR (II) ANY GUARANTEED OBLIGATION, WHETHER ARISING IN CONTRACT. TORT. BREACH OF DUTY OR BY COMMON LAW OR STATUTE (INDIVIDUALLY A ”m: AND. [B]WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY CONTROVERSY OR CLAIM TO THE EXTENT SUCH RIGHT EXISTS NOW OR IN THE FUTURE THE PROVISIONS OF THIS SECTION ARE GWEN KNOWINGLY AND VOLUNTARILY: AND ARE A MATERIAL INDUCEMENT FOR LENDER ENTERING INTO THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS. 34. II and to the extentm1: is determined by a court of competent iurledloon to be unenforceable or ls othemlw not applied by any such court. each oi the parties to his agreemmt hereby consents and agreeemet (a) any and ell Disputes shell be head by e referee In accordance with the Ltdlclel reierence prwielons oi Califomla Code of Civil Procedure Section 63B et ”q" sitting without e jury 'n the County oi Fresno. Cettomle. (b) emit referee shall hear and determine ail otthe Issues in any Dispute (whether of feet or of lewi. including leauea pertaining to e 'pmvieiorral remedy' as dened in California Code of Civil Pmdure Section 1281 .5, induding without limitation. entering restraining orders, entering temporary restraining orders. issuing temporwy and permanent Intunciiuna end appchtng receivers. and shell recon a statement of decision.mm m. It during the course cl any Dispute any party desires to seett such a ”provisional remady‘ but a rateree has not been appointed. or is attendee unavailable to hear the request for such provisional remedy. men such party may apply to the Superior Court in the County ct Fresno. California for such provisional relief. and (c) pursuant to Celiiornia Code of Civil Procedure Sections 644 ma B45. judgment may be entered upon the dedeicn oi such referee In the same manner as It the Dispute had been tried directly by a court. The parties shall use their respewus commercially reesonabte and good iatth efforts to agree upon and salad such referee.mmmt such reia‘ee must he a retired Cslifcmia state or federal judge, the parties shell not seek to appoint a reteree that may be _ disquaiiiied pursuant to Calitomis Code of Civil Procedure Sadicns 341 or 541.2. and it the parties csmot agree upon a referee within ten {to} days etter one party serves e written notice of intent forludicial reference upon the other party or parties. than the reierss siren be appointed by the Superior Court In tire County ct Fresno. California In accordance vrir Calliomla Code oi Civil Procedure Section 640th]. It a Dispute includes multiple claims. some ct which are found not subject to this Section. the parties shall stay the proceedings of the Disputes or part or parts thereof not subject to this Sodon until an other Disputes or pars thereof are resolved In accordance with this Section. If there are Disputes by or againstmultiple parties, some oi ntrlch are not subject to this Section. the parties shat sever die Disputes subject to this Section end resolve them In accordance with this Section. Each party hereto acknowledges that this consent and agreement n e materiel inducement to enter into this agreement the Loan Documents and at other agreements and Instruments provided for herein or therein. and rst eadr w continue to be bound by and to rely on this consent and agreement in their related future dealings. The parbes she! share the cost ct the referee and reference proceedings Squaw.9mmm re rateree may award sitcrneys' teas and reimbursement oi the referee and reference proceeding fees and coats to the pretrdilng party. whereupon st referee and reference proceeding fees and chages wilt be payabie by re non-prevailing party {as so detsm1ined by the referee]. Each party hereto further warrants and represents thatlt has reviewed this consent and agreement ntth legat counsei cf its own choosing. or has had an cppcrtrmity to do so. and that it irnovrringiy and voluntarily gives this consent and enters tntc this agreement having had the opportunity to consult with iagal counsel. This consent and agreement is Inevocebie. meaning brat it may not be modified either orally or In uniting. and this consent and agreement snail eppty to any subsequent amendments. renewals. supplements. or modications to this agreement or any other sgraerrant or document entered Into between the parties In connection with this agraama'rt or the hensscdons oontsrnpieted hereby. In the event oi litigation. this agreement may be tiled as evidence of either or both parties' consent and agreement to have any and alt Disputes heard and determined by a referee. under California Code of Civil Procedure Section 638. Notwithstanding anything to the contrsry contained herein. the patties ado'ovdedge and agree the notiring in this Section shalt be deemed to apply to or limit the right of Lander ti] to exercise sett- hep remedies suds as setctf. or [it] to foreclose tudiolaiiy or nontudidaliy agahrat any real or personal property collateral. orto errerdse Judicial or nontudtdsl povrer ct sale rtghh. or (iii) to pursue rights against e person or entity in a Brlrd party proceeding in any action brought against Lender (homer-lg woos or proceedings in bankruptcy court). Lendermay exercise the rbhta ad torth e1 hrs foregoing cream [it through (it before. during or sher- the pmdsncy of any judicial reference proceedings. Nether cougar Maury, LLc 2019 nLcc Guaranty 78 Ilaa amiss omit-help remedies norms hahion orrnalnbananne den adlnn formredoauraaha nominate awhe‘rof-ie right uf any person or army. Indudlng me dalrnant in any sodaMon. b requlramm In Juddal Memos themam o'ftha. Dlapum oucaslonlngmodh such ran-Indies. Na amnion in he Loan momenta warding aubmbm to lmladon armor VenueInanyc'ounkintendedurmammmummmmmamlnanymmmmda} ram Ginny Diapma. GUARANTOR INITIALS: Guarantor ls signing this guaranty effective as of the day and year rst written above. 9mm Address tor notices: 1300 Quail sweet. Suite 100 Newport Beach, CA 92660 "E'L3mm" 003ml Nmery. LLC 2019 RLOC Gummy 79 EXHIBIT "F" Coastal Nursery. LLC 2019 RLOC Revolving lJne of Credit: 500089-1 mm Thbwarmly is dded as of May 21. 2019. ll b by CHRISTOPHER YELICH ('ggamnggf). to and in favor of RABOBANK. NA. amonal banking anodam rm}. Lender has exiended or wi|| extend credit or other nandal accommodations to COASTAL NURSERY, LLC. a California limited liability company (amt). undar the terms and oondtions oi a Credit Agreement between Borrower and larder dated as at the date et this guaranty {that agreement. the Each upiiallmd term used ln lls Whetbde‘nedhiheueditngreemenlmd nutdened In thh gumtyihavedre meaning epecledlnthe Credit Agreement. This guaranty will be hterpretad In sow-dance with the Drafting Conventions. Guarantor has an economic interest In Borrower or will otherwise obtain a material nancial benet from Lenders extension of credit to Borrower. Lender requires that Guarantor execute this guaranty as a condition of the Credit Agreement To induce Lender to extend credit to Borrower. and In consideration thereol. Guarantor agrees: _ 1. 93mm. Guarantor absolutely. uncondtlonaiiy and Irreirulably gua‘antaee to Lenderthe full and prompt- peymentvdien due (whether at stated maturEy or center. by reason of acceleration or otherwise]. and at ail timee itiereafler. and the full and prompt pertonnenee when due. oi the Guarmtaed Obligations (an dened herein). atridiy in accordance wtiil the tarrna oi thle guaranty. the medti Agreement and the other Lem Bowman-rte. it at any time Borrower tails. neglects. or refuses to payMien due or perien'ri when due any of the Gumteed Obligations. than Guarantor shall pay or perform or cause to be performed such Guaranteed Obligations as required under the terms and condtlons ot this guaranty and the Loan Documents. 2. mutitseaie The term 'mamsmr meansz (a) sli Obigstions (as dened in die Crert Agreement). tnciudhg the Resetting Line of Credtt Note dated a's of thedam at thiswaranty, tram Bottom to Lender in the orice! pdndpaimt of $5.00.iiiiti.00. and all renewals. wardens. amendments. rnuditimlions and restatement: of the toregotng; (bi all other obligations ct Borrower to Lender. Mather new axtsdng or hereeer incurred or created. whether votuntwy or involuntary. whether obligatory or non-obligsw whether doe or not due. whether absolute orumttngsnt, or whether lnwrred direcdy or acquired by sedgnment'or othervsss: and (c) any of the foregoing that arises after the ling of a petition by or against Borrower under an insolvency Proceeding. 3. ung gtm Lender. Lender may periomt any or ail of the following acts at any time. without notice to Guarantor and wittnut attesting Guatsntors obgations under this guaranty: {a} crests new Guaranteed Obligations. or slur the teams of any Guaranteed Obligaon. lndudlng renewing. memmising. extending or accelerathg. or emanates disaglng the lime ior payineru or performance of. or housing or dao'easing the rata of interest on. the Loans or any portion dissect: mire and hold esoirrity tor the payment and perfonnmoe of the Guaanteed Obiigations orttds guaranty, accept addiuonai or substituted security tor either. and subordinate. exchange. enforce. waive. release. compromise. tail to perfectandsellorctherwisadsposaotanysuch securxy: (c) direct me order and manner oi any sate oi all or any part of any security now or later to be held for the Guaranteed Obligations orthls guaranty. and die LenderWit also bid at any such sate; {d} apply any payments or recoveries trcm Bcnower. Guarantor or any other source. and anyprcoeeds cf any security. to the Guaranteed Obligations tn such manner. order and priority as the Lmdarmay elect.miner or notdtcae obligations are guaranteed under this guaranty er secured at the time oi the application: ta) otherwise exsi'clsa any right or remedy itmay have against Borrower. Guarantor or any other guarantcrof the Guaranteed Obigations or any security Interest itmight have. hoarding the right to teredcee upon any suds security-by judicial or non-Judicial foreclosure; (f) release Borrower of its liability for the Loans or any portion thereof; 80 (g) substitute. add or release any one or more makers, guamtors or endocsars; (h) extend other credit to Borrower. with or without taking or holdlng security for the credlt so extended; and (I) assign the Guaranteed Obligations. thls guaranty. or the other Loan Documents In whole or In part to the extent provided in the Credit Agreement. 4. Guarartorgrees that so tong as Lender has any obligation to make Loans or any Guaranteed Obligations are unpaid or unsatisfied. Gum shall not be released by orbemueed themg, orteiiuretotaire. anyeatenmatmighlmanymmnerartoanymwtvaytharieheofeuerardormdertieguamntyermmh mbummigMdtedwgeuommmthhmmdyewmmwigems underthhgua'anty. Guamu'wdweend surrenders anydefensetoenyllabity rmderthls guarmtybeseduponmywdr sodomindudingbutnotilrnltedtomyaconut Lender described In It ls the express Intent ofGuamma Summer's obligations under this guaranty are and ehel be absolute and unooridlonal. 5. mm. Guarantor hereby inevoeabiy waives any defenses it may now have or hereeer acquire that relate In any wey to any of the foiiowlng: (a) myrlghttomlmLenderhprooeodagalnstBomwormyomergumotmeGumnteed wigdions. proceed against or exhaust any ssuntty meshed from Borrower. Guarantor or any other guarantor ot the GuaranteedONigabomuomwiwmmmeessemotaomummmyUmHgrmmmeW Obligations. or pursue any other remedy in Lenders power whatsoever. (b) any defense ertsing as a result of Borrower’s use oi the proceeds of any bonowlng: (c) any defense that results from the absence. Impalnnerrt or loss of any mitt at reimburseinent. subtogeon. contribution or other right or remedy ct Guarantor against Borrower, any other guarantor ofme Guaranteed Obilgsons or any security; (d) anysetoorootmwrdslmofBonoworanydsfenseartsingbywasonotanydhebityorotherdetsnssot Borrower. or themotion from any causeohm at the Iiablttyd Borrower {Induding re lack of validity or entu'ossbity ct any Loan Document or any agreement or ins‘tnrment relating thereto): (e) any defense based on any claim that Guarantors obligations exceed or are more burdensome than those of Borrower. and upon my law. ntls or regulation which presides that the obligation of a surety must not be greater or more burdensome than the obligation of the principal: (t) the benet of any statute of limitations affecting Guarantors liability hereunder, (g) any appraisement. valuation. stay. extension. moratorium, redemption or similar law or similar rights tor marshalling; until all obligations ot Borrowe- to Lender have terminated and all of the Guaranteed Obhgations have been fully. nally and tndetsasibly odd. any right to revolts title Guamhr; (l) my dsiense ariwtg irorn an eieotion for lite application oiMon 1111(b)(2) of the Bankruptcy Code (Title 11. United States Code} or any successor statute whidt applies to the Guaranteed Obligations: any defense based upon any borrowing or grant ot a security interest under Section 364 of the Bankruptcy Code (Title 11, United Sues Code) or any successor stabrta: (k) any fairing. exchange. release or non-perfodlon of any Cottaberel or any other collateral. or entering. release or amendment or waiver oi. or consul to departure from. any orsr guaranty, for all army of the Guaranl'sd Obligations: (I) any change. restructuring or termination of the corporate structure or existence oi any Loan Party; {m} any talura on the part oi Lander to disclose teeny Loan Party any inionne’ton relating to the loudness.- oorlion (nmoiai or othenntsa). operations. pertonnanos. properties or prospect of any orar Loan Party now or bomber known to Lender (Gumbo la waiving any duty on the pert oi the Lenderto disclose such mtormatlon}; or (n) the tantra ofmy ultra Person to arrows or deliver this Guaranty or any other guaranty or agreement or the release or reduction oi liability of any char guara'ltor or screw with respect to the Guaranteed Obligations. coastal Nursery. LLc 2019 RLoc Gusmty 81 6. Guarantor heteby unconditionally and lrrevowbly walves any right to revoke thls guaranty and acknowledge”!!! thisgum In continuing in nature and applies lo all Guaranteed Obligations. whether existing now or In the future. and shall oonnue in affect unlll all obligations oi Lender to extend credit to Borrower have terminated and all of the Guaranteed Obligations have been tully. finally and indeteaslbly paid. 7. So long as Lender has my obligation to make Loans or any Guaranteed Obligations are unpaid or unsatised. Guarantor waives to tho extant parmlad byMicable Law any right of subrogetlon. reimbursement. Indemnication. and contribution (contractual. statutory. or chemise) including. without limitation. any claim or right of subrogatlon underthe Bankruptcy Code (Title 11. United States Code) or any suwessor statute, arising from the existence or perfonnanos oi this guaranty, and Guarantor waives to the extent permitted by Applicable Law any right to enforce any remedy that Lender now has ormay hereafter have against Bonower. and waives any benet of, and any right to participate in, any security now or hereafter held by Lender. 8. mm. Guarantor waives all presentments. demands for performance. notices of nonperfcmance. protests, notices of protest. notices of dishonor. notices of Intent to accebrate. notices of eweleraticn. notices of any sult or any other action against Borrower or any other Person. any other notices to any party liable on any Loan Document (including Guarantor). notices of acceptance of this guaranty. notices of the existence. creation, or lncurring of new or additional Guaranteed Obligations or any other Indebtedness, liabilities or obligations of Borrowerto Lender. and notices of any fact that might increase Guarantofs risk. 9- (a) GUARANTOR HEREBY FURTHERWAIVES ANY RIGHTS OF SUBROGATION, REIMBURSEMENT. INDEMNIFICATION. AND CONTRIBUTION OF ANY OTHER RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO GUARANTOR BY REASON OF SECTIONS 2787 T0 2855. INCLUSIVE. SECTION 2899 0R SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SECTION 3605 OF THE CALIFORNIA COMMERCIAL CODE. GUARANTOR HAS BEEN MADE AWARE 0F THE PROVISIONS OF CAUFORNIA CIVIL CODE SECTION 2856. HAS READ AND UNDERSTANDS THE PROVISIONS 0F THAT STATUTE. HAS BEEN ADVISED BY ITS COUNSEL AS T0 THE SCOPE. PURPOSE AND EFFECT 0F THAT STATUTE. AND BASED THEREON. AND WITHOUT LIMITING THE FOREGOING WAIVERS. GUARANTOR AGREES TO WAIVE ALL SURETYSHIP RIGHTS AND DEFENSES DESCRIBED IN CALIFORNIA CIVIL CODE SECTION 2856(a). (b) The provisions of thisW are applicable if arty Guaranteed Obligaon ls or becomes secured by real PI'OPGRY. (i) Guarantor waives all rights and defenses that Guarantor may have because any of the Guaranteed Obligations ls secured by real property. This means. among other things: (l) Lendermay collect from Guarantor wlhout rst foreotoslng on any reel or personal properh; collateral pledged by Borrower. and (Ii) if Lender toreolbses on my rad property collateral pledged by Borrower. (1) the amount of the Guaranteed Obligations may be reduced only by the price for whldr that collateral ls sold at the foreclosure sale, even If the collateral ls worth more than the sale price. and (2} Lander may collect from Guarantor siren if Lender. by ioreciostng on the real proparw ooitetsral. has destroyed any light Guarantor may have to coiled from Benetton Thb ls an Irrevombis and unconditional waiver of .._ any rights and defenses Guarantor may have because any cf the Guaraiteed Obligations ls sewed by real property. THESE RIGHTS AND DEFENSES INCLUDE, BUT ARE NOT UMITED TO. ANY RIGHTS 0R DEFENSES BASE UPON SECTION 580a, 580b. 580d. 0R 726 0F THE CALIFORNIA CODE 0F CIVIL PROCEDURE. (Ii) Guarantor wahres all rights ma defenses arising out of an election of remedies by Lender. even I though the election of remedies. such as non-judal faredoetl'e with reaped to secudly lor my Guamteed 1 Oblhatlon. has destroyed Gust-actors rights of subrogatton end reimbursement against the principal under the Guaranteed Obligation by re operation of Section 580d of the Code of Civil Procedure or otherwise. 10. If. In any action to enioroe this guaranty. any court of compewm I prdon determines that enforcement of It against Guaantor tor the full amour-It ct hie Guaranteed Obllgeuons Is not lawful I undercrwould be subject In avoidance under Section 543 ot rs Bankruptcy Code ('l'itle it. United States Code} ormy suo'oeaeor statute. or any comparable slate law. the liability cf Guarantor under this guaranty shall be hated b the rnamum amount lawful and not subjectto such avoidance. 11. mun. To secure all of Guarantor's obligations hereunder. Guarantor bushy assigns arid grants to Lenderaseouritylntereatln alimoneya.eecurMes. mdorerprcpertyotsumtorncworhereansrinmepossesslmof Lender. all deposit aocotm of Guarantor maintained with Lender. and allmedawthereol Upon deteuh or breach story of Coastal Nursery. LLC 2019 RLOC Greatly 82 ... .._ __ .. Guarantor's obligations to Lender. Lander may apply any deposit account to reduce the Guaranteed Obligations. and may foreclose on any collateral as provided In the UCC and in any security agreements between Lender and Guarantor. 12. ll this guaranty ls revoked. returned. or canceled, and subsequently any payment or transfer of any Interest In property by Borrowerto Lender ls resclnded or must be retumed by Lender to Borrower. this guaranty shall be reinstated with respect to any such payment cr transfer. regardless of any such prtor revocation. retum. cr cancellation. 13. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the Insolvency. bankruptcy. or reorgarlzation of Bonower or otherwise. all such Guaranteed Obligations guaranteed by Guarantor shall nonetheless be payable by Guarantor immediately If requested by Lender. 14. Any obligations of Borrower to Guarantor. now or hereatter existing. Including but not limited to any obligations to Guarantor as subrogee of Lender or resulting from Guarantor's performance under this guaranty, are hereby subordinated to the Guaranteed Obligations. In addlh'on to Gua‘antors waiver of any right of subrcgatlon as set forth In this guaranty with reaped to any obligations of Borrowsrto Guarantor as subrogee of Lender, Guarantor agrees that. If Lender so requests. Guarantor shall not demand. take. ormceive front Borrower. by setoff or in any othermanner. payment of any other obligations of Borrower to Guarantor until the Guaranteed Obligations has been paid In full and any commitments of Lender or facilities provided by Lender with respect to the Guaranteed Obligations have been terminated. If any payments are received by Guarantor In violation cf such waiver or agreement. such payments shall be received by Guarantor as trustee for Lander and shall be paid over to Lender on account of the Guaranmd Obligations. but without reducing or afiecting in any manner the liability of Guarantor underthe other provisions of this guaranty. Any security Interest. lien. or other encumbrance that Guarantor may now or hereaer have on any property of Borrower ls hereby subordinated to any security Interest. lien. or other encumbrance that Lender may have on any such property. ' 15. Guarantor represents and wanants to Lender that (a) Guarantor‘s correct legal name Is as shown next to Guarantor's signature below: (b) the address tor defrvery of notices to Guarantor hereunder ls shown next to Guarantors signature below, (c) Guarantor is of the age of majority and may enter Into contracts which are enforceable underthe laws of the state of Guarantor‘s residence; (d) to Guarantors knowledge. this guaranty and the other Loan Documents to which Guarantor ls a party do not conict with any Applicable Law. and no action. consent or approval is required by any Governmental Authority or any other Person In oonnedlcn with the exewtlon. delivery and performance by Guarantor oi this guaranty and the other loan documents to which It ls a party; (e) this guaranty and the other Loan Documents to which Guarantor Is a party are legal, valid and binding agreements of Guarantor. enforceable against Guarantor in acwrdance with their terms and any instrument or agreement required hereunder orthereunder, when executed and delivered. shall be similarly legal. valid. binding and enforceable: (f) the Financial Information Ia complete and accurate, correct and sufciently complete ln all material respects as to the nancial condition of Guarantor (and. i1 applicable. any partners. shareholders. members. or other principals of Guarantor). including any material contingent liabilities. and since the dale such nancial Information was provided to Lender. there hes been no material adverse change In the financial condition cf Guarantor (and, if applicable. such other Persons); (g) all Infonnatlon submitted to Lender by or on behalf of Guarantor in connection with this guaranty and the other Loan Documents is correct. complete. and not misleading In any material respect; (h) there Is no lawsuit, tax dalm or other dispute pending or threatened against Guarantor. (I) Guarantor ls not the subject oi any Judgment. writ. Injunction. deuce. or rule oi any court. arbitrator or other Governmental Authority. (j) this guaranty does not oontlct with. nor Is Guarantor In default under. any agreement or arrangement In effect providing for or ralathg tomuons ofu'et or other Indebtedness or any nature ln respect oi which Summer Is in any manner diredly or contingently obligated; (k) Guararmr has ied ail tax returns (faded. stale. and local) required to be led and have paid all taxes. assessments. and govamman charges and levies ttraraon to be due. Including Interest and penalties; Casebl Nursery. uc 2019 RLOC Guarmty 83 Guarantor has not leashed any noomfvnon of any applicable laws. is ln compliance with all Appcable Laws, and there are no claims, actions. mommy: at Investigations pending or threatened against Guarantor with respect to any violations of Applicable Laws: and (m) Guarantor knows oi no event which ls. or with notice or lapse ol time or both would be. an Event ol Default. 16. m GUARANTOR'S SUBMISSION 0F ANY REPORT. RECORD OR OTHER INFORMATION. FROM TIME T0 TIME, WHETHER 0R NOT REQUIRED UNDER THE LOAN DOCUMENTS. WILL BE DEEMED TO BE ACCOMPANIED BY A REPRESENTATION AND WARRANTY BY GUARANTOR THAT SUCH REPORT. RECORD OR INFORMATION IS COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS. AS OF THE DATE 0F SUCH SUBMISSION AND DOES NOT OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE INFORMATION CONTAINED THEREIN NOT MISLEADING. t7. W. So long as Lender has any obligation to make Loans or any Guaranteed Obligations are unpaid or unsaustlad. Guarantor shall fumlsh to Lander an documents ralamo to Guaantor as required h the Reporng Requirements aeolian of the Credit Agreement and shalt oompty with any ooveeanta and‘or restnelionath'at relate to Guarantor under the Credit Agreement In addloo. Guarantor shat: {a} oomply in al respects with an Applicable Laws and pay before delinquency. eil taxes. ameesmenh. and govemrrrontai charges Impoeed upon the Guermtar or Its property: {It} maintain std presents alt rights. prtttleges. and franchisee Guarantor now has: and make any repairs. rmewala. or replaoomenta to keep the Guarantor‘e propeltlea In good working oontlon; and [a] at any reasonebie t‘me and tram time to time. permit Lender or any of tie agents or representavea to examine and malts oopiea oi any absneote from the records and books of. and visit the properties of. Guarantor and to dismiss the affairs. nances. and accounts oi Guarantor with (it Guarantor ls other than a natural person) ofcers. directors. partners. or managers or Guarantor. as applicable; Guarantor’s Independent oweuntants: and any other Person dealing with Guarantor. 18. gum-m. The oocunence oi any of the following shall constitute anW under this guaranty: (a) an Event of Default (as dened In the Credit Agreement); (b) Guarantor tails to perform any of the Guaranteed Obligations: (c) Guarantor revokes this guaranty (or attempts to revoke this guaranty) or this guaranty becomes ineffective for any reason; (d) a default under any agreement or undertaking to which Guarantor ls a party other than the Loan Documents. which ls not cured with any applcebte cure or grace period. It any; (e) a Material Adverse Effect as to Guarantor. (t) the dissolution oi Guarantor or death oi Guarantor. and (g) the ocwrrence or nonoccunence of any event or events which causes Lender to deem Itself insecure. 19. m. Upon an Event of Default, Lender shall have all of the remedies of a cradtor and. to the extent WW3. of a scarred party. under all Applicable Lew. tMtitouI ilmIWon. to the ardent permided by law. Lendsmay. a It's option and without notice or demand: {a} declare any Guaranteed Obligations due and payable at once; atd (oi take possession oimy oolleter pledged by Boomer or Guarantor. Mrerayer ioceted. mo eat. resell. assign. transfer. and deliver all or any part oi tie cotaterel at any pubic or private eels or omens-lee dispose of any or all oi the odiatarai In Its then condidon. for cash or on credit or for lubrre delivery. and in connection literate-i111 Lender may impose raasonabie conditions upon my such sale: and aet oft against any or ail liabilities oi Guarantor eii money owed by Lender or any at its agents or attifratee in any capacity b Guarantor. whether or not due. and also eel off against at other liabilities oi Guarantor to Lander alt money owed by Lander In any oapadty to Guarantor. Lender. uniess prohibited by taw the profeiona of which cannot be waived. may porches ail or any pert oi b‘re collateral to be sold. tree from and discharged of all trusts. claims. rights oi redemption and equities of Dormer or Guerantorwhetsoever. Iieoterelaed byLender. Lenderaheilbedaemedfohave exaroieedttenghtoiestoiiendtohavamade a charge against any such money immediately upon the occurrence of sud-r default although made or entered orr the booics subsequent thereto. Nourithetanding the foregoing provision oi this paragraph. in the event oi an acted or deemed enby of an ordertor rater oath respect to Guarantor under the Bsnlouptcy Code (Tide 11. United States Code) or any auocmor steam. the areranteed Obligations shall automatically become due and payable. 20. rrmn -.r. the financial condition md bu or r.- Amen-r .r- u- .- Before signing this guaranty. Guarantor irveeli'galed aineaa operations oi Borrower. the preemt aid ionnsrolondition. uses and ownership oi the Coastal illusory. LLC 2019 moo Guaranty 84 collateral, and such other matters as Guarantor deemed appropate to assure Itself of Borrower's ability to discharge Its obligations under the Loan Documents. Guarantor assumes full responsiblllty tor that due dlllgenoe. as well as for kaeplng informed of all matters which may allect Borrower's ability to pay and perform Its obligations to Lender. Lender has no duty to disclose to Guarantor any Information which Lender may have or receive about Bonowers nancial condition or business operations, the condition or uses ot the collateral, or any other circumstances bearing on Borrowers ability to perform. 21. If Lender Is required to pay. return or restore to Borrower or any other person any amounts previously paid on the Loan Muse of any insolvency Proceeding ot Bonuwer. any atop notice or any other reason. the obligations of Guarantor shall be reinstated and revived and the rights of Lender shall continue with regard to such amounts, all as though they had never been paid. 22. Lender may. at its option, pay any tax. assessment. or other governmental levy, any insurance premium or any other expense or charge required to be paid or caused to be paid by Guarantor under the terms of any Collateral Dowment. it any, to which Guarantor is a party (and nottimely paid by Guarantor) (those Collateral Documents.W and all such payments, Guarantor shall pay on demand (a) Lender Advancements; (b) all costs and expenses incurred by Lender in connection with the preparah'on. execution. delivery. ling. and administration of the Loan Documents to which Guarantor Is a party or required under any Loan Document to which Guarantor ls a party (inclumng Legal Fees incurred in connection with the preparation of the Loan Documents and advising Lender as to its rights) (c) the cost of any credit verication reports and eld examinations of Guarantors books and records, Inspeaions of the Collateral granted by Guarantor under any Guarantor Collateral Documents. it any. appraisals and reappraisais of the Collateral granted by Guarantor under any Guarantor Collateral Documents. it any. required by Lender, surveys and environmental site assessments oi any real property Included In the collateral. and title insurance requimd by Lender. and appraisals and reappraisals ot the Collateral granted by Guarantor rsqulmd by Lender. (d) ail coats and expenses lncuned by Lender In connection with enforcement of the Loan Documents to which Guarantor Is a party or required under any Loan Document to which Guarantor Is a party. or any amendment. modication, or supplement thereto. whether by negotiation. legal proceedings. or otherwise. Including in the context of any Insolvency Proceeding; (e) all sums advanced or spent by Lender for the maintenance or preservation oi the Collateral granted by Guarantor under any Guarantor Collateral Document, itany; and (i) ell other expenditures that Lender may make under the provisions of the Loan Documents or for the benefit of Guarantor. Including Legal Fees. 23. Guarantor‘s obligations underthls guaranty are In addition to its obligations under any other existing or future guaranties. each of which shall remain In full force and effect until it is expressly modied or released In a writing signed by Lender. Guarantors obligations under this guaranty are Independent of those of the Borrower. Lender may bring a separate action, or commence a separate reference or arbitration proceeding against Guarantor without rst proceeding against the Bono'wer. any other Person or any security that Landermay hold, and without pursuing any other remedy. The rights of Lender under this guaranty shalt not be exhausted by any action by Lender until the Guaranteed Obligations have been paid and pertormed in full. 24. All accounting tenns not specically dened herein shall be construed In acwrdance with GAAP. Guarantor shall not change the manner In which either the last day of Its scal year or the last days of the first three scal quarters of its scal years ls calculated. 25. Noting. All noces. approvals. timeouts. and otsreorrsnunications under mts guaranty {m1 rmst begtvenlnaccordancewttmdwillbearbtedtohteiamsandpmvtsionsoilheCrettAgreement Naiicasmustbsmaitedor delivered. ll to Guaratior. to the address artecent Guarantcrs signature below: If to Lender. to 45 E. River Park Place ‘i'iest. Suite 401. Fresno, CA 93720. Attention: Commercial Loan Administraun Sam; and in the case of any other Person. to Eta address designated by that Person In a notice to Guarantor and Lender. 26. M. This guaranty may be exsmted in counterparts. each of which will be an original and all ofMtich agather are deemed one and the same Instrument. This guaranty shalt he Interpreted in itght of the Drafting Convendons specied in die Credit Agreement. which conventions are incorporated herein by this reference. No provision or waiver In this guaranty shall be construed as lmlting the generality at any other waiver contained In this guaranhr. Each Party has participated in negalwng and drattlng this gust-ally. so liar ambiguity or a question of intent or interpretation arises. this guaranty is to be construed as it the parties had drsttad ittolntty. as opposed to being construed against a Party because Ilms responsible tor drafting one ormore provisions oi this guaranty. This guaranty shall Inure to the benet oi and shell be binding upon the pathos and their respective successors and assigns: provided. that Guarantor shaH not assign its tights or obligations hereunder without Lender's pdorvatttan consent Lendermay transter all ormy portion oi Its rhhts under this guaranty and the Loan Documents to any other Parson. Lendermay disctose to any swat or proposed hansteree any Information dist Guarantor has detlm‘d to Lendsrtn extraction trim the negotiation-oi this austerity or pursuit to the Loan Documents: and Guarantor shall cooperate- Coedal Nursery. LLC 2019 RLOC Guaranty 85 jully with Lwder h providingmat hlormatinn in anyml or ptuposed tensions. Al ghts and remedies undar {his guaranty andlheSowred Obligaun Dowmemsewmulave. andvauamheofmyuna nrmoflhemdnasnolmnsmlem ahcm of remsdles. Any pmlsion o! any Sawmd Obligation Docmnant whlch is mnlbitad or unenforceable In any lurisdlwon shall. as to thal Jurisdlcon, ba lneaclive to the meat of such pmhlbleu or Imenlerueehlllty Wont Invalidang me remalnlng. pmislone of met Seemed Obligation Document or eeting theWily or enforceability of lhat plovlelon In any otherjumdlwon; except lhal l! such emulsion relates tome payment of any monetary sum. lhen Lender may. at lie opiion. declare all Gmnleed Obligations immediately due and payable. Thls guaranty may not-be emezmd. changed, modied. altered or iennineled wlroui the prior written consent of Lender. 27. Guaranwr signs Ihb guaranty on his or her own behalf and on hehalf of Guarantor'a marital community, It any and agrees that recourse may he had against oomrnuntly assets. 1tmy. and agwut- Guarantor's separate property tor are satiafaotion of all indebtedness. Eabtiea and obligations ofGunntor under this guaranty. 28. WWW Lender may make an optically imaged reproduction of any or all Lem Documents and. at its election. destroy the origlnal or originals. Guarantor consents to the dastudion oi the original or originals and agrees that a copy oi the optically lrnaged reprodudicn of any Loan Document mil be the equivalent of and tor at purposes conclude an 'original' document. For proposes ct this aedion. 'ior all purposes“ Includes use ofthe optically imaged reproduction {at to prove the content otdre original document at dial. mediation. arbitration or administratiw hearing: (b) tor any business purpose; {cl for Internal or extemat audits andior examination by or on behati of Governmental Audiences: (d) in canceling or transferring any document: and (e) In conjunction widr any cthertransacticn evidenced by the origami document. 29. mm This guaranty. (l) represents the sum of the understandings and agreements between Lender and Guarantor concerning driecredit (ii) replaces enyprlorcrai orndtten agreements batman Lendermd Guarantor ooncemlng this oedii: and (m is intended by Lender and Guamtcr as the nal. oompiete and exotrsiya statement attire tantra agreed to by them. In die errant oi any conflict batrrrraen this guaranty and any other agreements required by dris guaranty. this guaranty will prevail. SD. mm.ThtegoarantywiiibegowmedandlnterpretedbyepptylngthelensottireStdect California [the 'mmlngmm'} wimout regard to Its conflict ot laws principles. Guarantor understands that the lane oi the awning Law State may diner from the laws ofthe State utters Guarantor resides or odlsrwise is located or nhere the Coasterel h located. Guarantor undersuids. agrees and acimowiedgaa that (a) this agree'nant and the transaction adder-road hereby have signicant and substantia contacts aim the Govamlng Law State. (bl it is convenient to Guarantor and Lender to select the law oi the Gcvamirrg Law State to govern this agreement and the tranaadiona evidenced hereby. (cl the transaccrrs evidenced by his agreement bear a reasonable connection to the laws ol the cheming Lew State. (d) the choice of the htemal laws of the Goaeming Lew State was made for good and valid reasons. and {a} the choice oi the Governing Law State constitutes good and valuable consideration for Lender to enter Into bra agreement and Lender has entered into tilts agreement In reance on this choice. 31. GUARANTOR IRREVOCABLY AGREES THAT. AT THE OPTION OF LENDER. ALL ACTIONS. PROCEEDINGS 0R COUNTERMIMS ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENTWILL BE LITIGATED IN THE SUPERIOR COURT OF CAIJFORNIA. FRESNO COUNTY. CALIFORNIA. 0R THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF CALIFORNIA. GUARANTOR IRREVOCABLY CONSENTS TO SERVICE. JURISDICTION. AND VENUE OF THOSE COURTS FOR ALL SUCH ACTIONS. PROCEEDINGS AND COUNTERCLAIMS AND WAIVES ANY OTHER VENUE T0WHICH IT MIGHT BE ENTITLED BY VIRTUE 0F DOMICILE, HABITUAL RESIDENCE 0R OTHERWISE. FINAL JUDGMENT AGAINST GUARANTOR IN ANY SUCH ACTION. SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT. A CERTIFICATE OR EXEMFLIFiED COPY OF WHIU'I SHALL SE CONCLUSIVE EVIDENCE OF THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. GUARANTOR IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPUCABLE LAW IA) ANY OBJECTION WHICH IT MAY HAVE NOW OR IN THE FUTURE TO THE LAYING OF THE VENUE 0F ANY SUCH ACTION. SUIT OR PROCEEDING IN ANY COURT REFERRED TO IN THE FIRST SENTENCE ABOVE: {Bl ANY CLAIM THAT ANY SUCH ACTION. SUIT 0R PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIHNIT FORUM: IC} ITS RIGHTOF REMOVAL OF ANY MATTER COMMENCEO BY ANY OTHER PARTY IN THE COURTS OF THE STATE OF CALIFORNIA TO ANY COURT OF THE UNITED STATES OF AMERICA; [D] ANY IMMUNITY WHICH IT OR ITS ASSETS MAY HAVE IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT FROM ANY SUIT. EXECUTION. ATTACHMENT {WHETHER PROVISIONAL OR FINAL. IN AID OF EXECUTION. BEFORE JUDGMENT 0R OTHERWISEIOR OTHER LEGAL PROCESS: AND (E) ANY RIGHT [T MAY HAVE TO REQUIRE THE MOVING PARTY IN ANY SUIT. ACTION OR PROCEEDING BROUGHT IN ANY OFTIE COURTS REFERRED TO ABOVE ARISING OUT OF OR IN CONNECTION Gees” Nursery. LLC 2019 RLoc Gratuity 86 WITH THIS GUARANTY 0R ANY OTHER LOAN DOCUMENT T0 POST SECURITY FOR THE COSTS 0F GUARANTOR 0R T0 POST A BOND OR T0 TAKE SIMILAR ACTION. 32. mg. Lender Is authorized to order a credit report and verify all other credlt Information. Including pad and present tom and standard raterenm from tints to rna to evaluate the wedttmrttneee of Sumter. ‘Mthoul _ “Nation. e copy of the element tor release of htermetten. anew authertmtien or similar document on le with wider shall author-be third Pemns lo pzeuide the intent-rene requested from rne to lime. 33. Wgg QE TRIAL BY JQBI. T0 THE EXTENT PERMITTED BY APPLICABLE LAW. GUARANTOR (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY IN ANY ACTION OR PROCEEDING FOR THE RESOLUTION OF ANY DISPUTE. CONTROVERSY OR CLAIM THAT ARISES OUT OF OR RELATES TO: (I) THIS GUARANTY; OR {II} ANY GUARANTEED OBLIGATION. WHETHER ARISING IN CONTRACT. TORT. BREACHOF DUTY OR BY COMMON LAW OR STATUTE (INDIVIDUALLY A ''); AND, [B]WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY CONTROVERSY OR CLAIM TO THE EXTENT SUCH RIGHT HOSTS NOW OR IN THE FUTURE. THE PROVEIONS OF THIS SECTION ARE GWEN KNOWINGLY AND VOLUNTARILY; AND ARE A HATERIAL INDUOEHENT FOR LHDER ENTERING INTO THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS. 34. If and to lite extentmm le determined by e court of competent Jurtddmen lo be unenforceable er ie o’dterwiee net applied by any eudt court. eau‘r cl the pardee te this agreement hereby ccrrsente aid agrees that [a] any and all Disputes shall be heard by a referee in accordance with die judicial reference proelene oi California Code ct Civil Procedure Seeder: 633 et eeq.. sitting without a [my in the Comty oi Fresno. Ceifomla. {b} such referee shall hear and determine all of the issues ln any Dispute (Minibar oi feet or of law}. inoludlng leeuee pertaining to e "prcvleicnel remedy' as dened in Calliomle Code oi Civil Procedure Section 1281 .8. Including without limitation, entering restraining orders. entering temporary restraining orders. leaning temporary and pennenent injunctions and appointing receivers.- and shall report a statement of decision. ii during lira worse oi any Dispute any party desires to aeak sudr a 'prorr‘aionei ramedy' but a referee has not been appointed. or is otherwise unavailable to hear the request tor such provisional remedy. titan such party may apply to the Superior Court in the County of Fresno. California for each provisional reibf. and to) pursuant to Caltomla Coda oi Civil Procedure Sedlons 344 and B45. iadgmant may be entered upon the decision of sudr referee hr the some manner as ii die Dispute had been tried dirediy by a court. Tire parties shall use thehaspective comarolalty reasonable and good tatlh etiorts to agree upon and sated each referee,momma such reteree must be a retired California stats or lederai Judge. die names shall not seek to appoint a referee that may be disqualied pursuart to CeHiomla Code oi Civil Procedure Sections 541 or 3412. and it the parties mnot agree upon a referee within ten [til] days alter one party serves a written notice oi intent tor judicial reference upon the other party or parties. than the referee shall be appointed by the Superior Court In the County ct Fresno. Califomia in accordance with Cfomia Code of Civil Procedure Sawon 840th]. It a Dispute includes muillpte claims. some of nttidr are found not sublact to this Section. the parties shall slay the proceedings of the Disputes or part or parts thereof not subiad to this Section unil all other Disputes or parts thereof are resolved In accordance with this Section. if there are Disputes by or againstmultiple pathos. some ofwhim are not subieot to this Section. the parties shell saver the Disputes subject to this Section and resolve them In amcrdance with this Section. Each party hereto acknowledges that this consent and agreement ls a material lnduoament to enter into this ayeantant. the Loan Documents and all other agreements and instruments provided tor herein or therein. and that each will continua to be bound by and to reiy on die consent and agreement in their related future dealings. The parties aha! share the cost of the rater-ea and reference proceedngs equally:mm, the referee may award attorneys' teas and reimbursement of the referee and reference proceeding fees and costs to the prevailing party. whereupon all retarae std reference pretending fees and charges wltl be payable by the non-prevailing party (as so detennlnad by die referee}. Each petty hereto further warrants and represents that It has rationed dris consent and agreement with legal counsel of its own choosing. or has had an opportunity to do so, and first it ltnoningly and voluntarily gives Uris consent and enters into this agreement haying had the opportunity to consuitwtth legat counsel. This consent and agreement ls irrevocable. meaning that It may not be modied either orally or In uniting. and this consent and agreement shall apply to any subsequent amendments. renewals. supplements. ormodications to this agreement or any other agreement or document entered into batman the parties in connection with this agreement or the transactions contemplated hereby. in the errant of llgation. this agreementmay be led as evidence of either or both parties‘ consent and agreement to have any and all Disputes heard and determined by a referee under Cdliornla Coda ct Chill Procedure Section 638. Nohrithstandtrg anything to the contrary contained herein. die parties acknowledge mo agree that nothing In this Seocn shall be deemed to apply to or limit the right oi Lender (l) to exerdee sell- hstp remedies such as seto. or (it to toreohsa ludictally or nonjudidaily against any red or persona! property collateral. or to exercise judicial or non1udlotsl power of sale rtghb. or {ill} m pursue rights against a puson or entity in s third party proceedng in any when broom against Lander (Including actions or proceedings In bartlouptoy court}. Lender may asarse the rights set forth h the foregoing clauses {l} drreugh (iii hetero. during or attardte pandenq of any ludlcial reference procaednga. Neither Coastal Nursery. LLc 2019 RLOC Gratuity 87 IhaWe!sa-helprunemasnormalrulimnormaiannauImawmfwfuradusumahdlmmtumdm ghtofanypwonurentymdummadalmahanywmauanmhmuusshnmluddWmumemhdn Disputemdmlnn resort tn such maladies. No provision in the LoanManama regarding submlasinntajurisdkm andfor munInanyonurlIslntandedurshabacanshuadtobalndarogauonofme provisionsin anyLuan Dowmenlhrjudldd mfaranaaulanyolspuh. GUARANTOR INmALS: Guarantor is signing this guaranty effective as oi the day and year iirsi written above. UARANT R Addresstornoum: I 1300 Quail Street. Suite 100 Newponaeaeh, M92560 CHE! EWH M'Nurwy. LLc 2019 moo enmity 88 EXHIBIT "G" Monterey Bay Land Holdings 2019 RE Tenn Real Estate Term Loan: 5000974 Egg! MREEMENT This agreement is dated as of May 2t 2019. ll is between MONTEREY BAY LAND HOLDINGS. LLC. a Delawme limitedliability company (“mg and RABOBANK. N A.. a national banking association (my). Borrower requests that Lender make a term loan to Bonnwet. Lenderwili make a term loan. subject lo lhe Ierms oi [his agteemenl. ARTICLE1 - THE REAL ESTATE TERM LOAN 1.01 LanderShall lend Borrower the principal sum of $2,500,000.00 (the 104ml”). 1.02 Pum‘9., The Loan must be used only for payo private debt. 1.03 mm. The unpaid principal baIance 01 lhe Loan will bear inlerest at the raie of 4.77% per annum, xed {or lhe term of the facility (the ”Mtg“ M4 (a) Borrowar shall make equal combined payments ol Loan principal and accrued interest on the Loan in an amount calculated to fully amottize the on‘glnal principal amount ol the Loan overa term of 240 Loan Months (each nfthose payments, a ’Installment Pmam'] on July 2‘1. 2019 and the 21st day ol each Loan Month dunng the period tram that-{tale to the Maturity Dale: except that illhe amount of accrued interest as of July 21. 2019 ls greater or lass than the amount a! the Interest ponton ol the Installment Payment scheduled on that date, the Installment Payment scheduled on that date will be increased or decreased. respectively. in the amount of the dlerence between that amount of accrued interest and that amount oi the interest portion ot that installment Payment. (h) The unpaid prinu’pat balance of, all unpaid accrued interest on; and all other charges under this agreement Willi tespect to the Loan. shl be paid on Moy21. 2029 [the (c) The term 'Loan Month‘ means the one month period beginning on the ist day nt the calendar month immediately following the Closing Date. and each successive one month period. 1.05 mom. Prepayments otthe Loan are subject to and the following: (a) The Loan may be Prepaid at any time it accompanied by payment ol the Prepayment Feet (b) For purposes ot Prepayments oi the Loan. the shall be calculated as follows; during the rst Prepayment Fee Period the Prepayment Fee shall equal 500% (the ol the Prepayment. 0n the rst day of each Subsequent Prepayment Fee Period, the Prepayment Fee Percentage will decrease 1.00%. until the Prepayment Fee Percentage is equal lo 0.00%. which is the minimum Prepayment Fae Percentage Forpurpoees ol Prepeymc'nts cl the Loan. the ‘Fl Premnt FeeM’ ' means the rst 12 Loan Month period tothwlng the Closing Date. and means each successive 12 Loan Month period tollowingthe First Prepayment Fee Periods (c) Notwithstanding during the 90 day period immediately prior to the Maturity Date. Borrower may prepay the entire unpaid balance ot the Loan in full. without prepayment tee or penalty. 1.06 M. The Loan will be evidenced by this agreement and a promissory note in a torrn provided by Lender (the "m3, ARTICLE 2 - COVENANTS REGARDING THE LOAN 2.01 WM All computations oi accrued interest under the Loan DoCuments‘ other than interest at the Maximum Rate, will be made on the basis oi a year of 360 days tor the actual number of days (Including the first day but excluding the last day) elapsed; and all computations oi interest accrued at the Maximum Rate will he based upon a year oi the actual number oi days in the respech've year. Subject toW. there is no limit on the amount that a rate otinteres't 98 Monterey Bay Land Holdings 2019 RE Term Reai Estate Tenn Loan: 5000974W This agreement is dated as of May 21. 2019. ll is between MONTEREY BAY LAND HOLDINGS. LLC. a Delaware limiied liability company {'W) and RABOEANK, NA. a rmonal banking assoaiaho‘n ('Lgndef) Borrowet requess that Lande: make a iann loan lo Borrower. Lander will make a 1m Inan‘ subject to the terms o! this agreement. ARTICLE 1 a THE REAL ESTATE TERM LOAN 1.01 mum Lendershall lend Borrowar the pnncipal sum ot 52.500.000.00 (lhe‘gag'). 1.02 11m. The Loan must be used only for payoff pn'vale debt. 1.03 mm The unpaid principat balance at the Lnan wtll beat Interest at the rate nl 4.77% per annum, tlxed lnr the term nl the tactllty (the 'Fizle_d Rate‘t. 1.0.4 (a) Borrow shall make equal cambined payments at Loan principd and awniod interest on the um in an amount calculated to tutty amortize the angina! principal amount, at the Loan ave: a term at 240 Loan Months teed: at those payments. a ' nstatlmentht'] on Juty'zt. 20t9 and the 2m day aleadl Loan Month during the parted 1mm that date to ma Maturity ante;mt that tithe amount at emu! "mom! as at July 21. 2019 is groomer tau thun the amount ol Itin inmost simian at Ine instalment Payment annealed on that date. he Installment Payment scheduted an that date wit h tnmad m tum-me. mmiuuw tr. thomum at tmdtttenmwnew that amount o! muted tntemtt andmat amount at the Interest 90mm ot that tnshtlmenl Payment lb) the unpaid muons) n‘almqe at, all unpaid accrued interest m1. and all othermamas undur this agreement with respect to the Loan shall be paidon May 21. 2029 (the 'Mm‘t (c) The term ”LoanM“ means the onemonth period beginning on the. ts! nay ot the wendar month immatlately lottowtng the Closing Date. and each sumtve one month period. 1.05 W. Prepayment; ot the Loan are subject to Sachonm and the ioiloMng: ta) Tho Loon My he Ftopm atmy ttme ti Wirnpamod 0y payment ot the Wmvmenl Fee {tr} For plum-o: utairman at the tmn. tlinW’ snail he calculated a: bum: during the rst Prepayment Fm Period the PrEtJa'rrnenI Fee that squat 5 00% (the 'Wmi oi the Pmoayrnent, Dn tits rst rm atmt Subwwunl Prepayment Fee Perm. tin-.- Pmpayimnt Fee Permutage inttmam 1.00%, until the Foe Perventaoe is nouat Io 0.00%. which ts tnn minimum Prepayment Fae Percentage Forpuroosou ol FWsdNLoan. rut-mo tht' moi 13 that Mouth permit loitomgthe Chang Date, aidWM“ means each sum-aorta t2 than Month period toiiowmo tho Fun Prepayment Foo Period (c1 Norwtmstandrng thisw oumg the 90 day gonad tmmedtsxah prions the Maturity Dale. Borrower may prepay the entire unpaid balance or the Loan in itttt. warrant mopawmt lee or penalty 1.06 The N93. The Loan wilt be evidenced by this agreement and a promissory note in a iorm nrovideé by Lender [the 'M'} ARTICLE 2 v COVENANTS REGARDING THE LOAN 101 W NI amputations o! accrued interest under me Loan Doormat-Its. othermart interest at the Maximum Hate nttt be matte on the basis ot a year at 360 days tor the aqua: number at days ttrtoludtng the rst day but exdung the last day} elapsed: and all computations ot intent aootueo at the Math-mint Rate ttttt be eased upon a year olttto actual thrmbofdtleys In Hteresoeettve yea Samarium there to no limit on the amount Ihet arate oflnterest 99 subject lo Adjustment by Lender may increase at any one time. or in the aggregah. Lend'el‘s' determination oi a {ale of Interest will be conclusive. absent manilest error, 2.02 93 Fee. To the extent permitted by Applicable Law, Bomwar shall pay a Iatetee in the amount at 6 000% of the amount at any scheduled payment due prior to the Maturity Date that is not paid in tull when due: provided! howevar, that any paymenttor the full amOunt then due that is made within 10 days 0t Its due date shall not be subjectto a tale tea. The imposition and payment ct a tale tee Witt not constitute a waiver of Lenders rights with respect to an Event ot Detault as-a result of that late payment. 2.03 Dgtautt Ratg. Upon the occunence of an Event of Default, the principal balance of the Loan and. to the extent permitted by Appliwble Law, att other Obligations shall. from the date at an Event ol Detault until the date Lendernotit’res Borrower that such Event ot Default ls waived or cured or all Obligations are paid in lull, bear interest at the Detautt Rate. Subject to the provisions of 55mph 2m. the 'Detautt Rate‘ means (a) with respect to the unpaid principal balanceot any Loan. the rate per annum which is equal to the otherwise applicable rater plus 5.000% per annumi and (b) with respect to all other Obligations. 10.000% perannum. interest payable at the Detautt Rate shall be paid from time to time on demand. or It not sooner demanded. ti) at Lender’s sole option. (1) an each regularly scheduled interest payment date prior to the Maturity Date, at (-2] on the lst day oi each month prior to the Maturity Date. in eithermnl the installment Payments under ggn 1.04 ol this agreement shall be recalculated as ol the date oi imposition oi the Detautt Rate to fully amortize the remaining principal balance oi the Loan tor the remaining term of the original amortization period set iorth herein; or iii) on the tst day ote‘ach month lollowtng the Maturity Date or demand torpayment thereof until the Obligations have been paid in full. as applicable. The provisions of this section may result in the compounding oi interest. The provisions of this section will not constitute a waiver oi any Event of Default. Borrower agrees and acknowledges that the Detautt Rate bears a reasonable relationship to the range of actual costs and other damages that the Parties anticipate Lender would incur solely as a result oi administration ot a default under this agreement or other Loan Documents. taking into consideration all terms oi the Parties‘ agreements contained in the Loan Documents. and is not intended to serve as a penalty to give the Borrower an incentive not to detault under this agreement or the other Loan Documents. BORROWER INITIALS: Né 2.04 Notwithstanding any provision of this agreementto the contrary. (a) no interest will be due on any amount due under this agreement it, under Applicable Law. Lender is not permitted to charge interest on that amount, and (b) in all other rases interest due under this agreement will be calculated eta rate not to exceed the Maximum Rate. tt Borrower is requested by Lenderto pay interest on any amount due under this agreement at a rate greater than the Maximum Rate. the amount oi interest due on that amount will be deemed the Maximum Rate and all payments in excess olthe Maximum Rate will be deemed to have been Prepayments without prepayment lee or penalty. and not interest. All amounts other than interest which are paid or agreed to be paid to Lender tor the use, torbearanoe. or detenu'on ot Borrower’s indebtedness to Lender under this agreement shalt. to the extent permitted by Applicable Law. be amortized over the 'fult stated term ofthe Indebtedness, so that the rate of interest on account of that indebtedness does not exceed the Maximum Rate for so long asthe indebtedness ls outstanding. 2.05 Method andhggtieatlog ofPmym. All payments oi principal. interest. and other amounts to be made under the Loan Documents shalt be made to Lender tn U.S. dollars and in immediately available funds, without seloit. dedudion, or counterclaim, not tater than 2:00 pm {Calliomia time) on the dates on winch those payments wit] become due [any oi those payments made alter the time on the due date will be deemed to have been made on the next succeeding Business Day); All payments received by Lender (including. to the extent permitted by Applicable Law, all proceeds received from the sale or other liquidation of the Collateral] will be apptied to the Obligations in anyorder determined by Lender The early or late dale oi making a regularly scheduled payment will be disregarded tor purposes oi allocating the payment between principal and interest. For this purpose, the payment will be treated as though made on the date due. in any legal action or proceeding. the entries made by Lenderto an account or accounts maintained by Lender or any of its Afliates i'n accordance with its usual practice and evidencing the Obligations, will be prime tacie evidence of the existence and amounts of those Obligations. 2.06 Fragments Generally. Lender may refuse to aoceptany Prepayment not expressly permitted in this agreement. It a Prepayment is conditioned upon prior notice to Lender. at the option oi Lender. (a) that notice will be irrevocable: (b) a Prepayment will be due in the samurai-end on the date specified in that notice, and to} that notice will not affect Bonmfs obligation to matte all other payments required under the Loan Documents on the-date when due. Prepaymentsmust be accompanied by all unpaid accrued interest on the Prepayment and all other amounts due under this agreement. Each Prepayment of a portion oi the Loan will be applied in the inverse order of maturity (Le. to the most remote payment) of the Monterey Bey Land Hold‘ngs 2019 RE term Oetb't Agreement h) 100 principal due under this agreement. if Lender receives any Prepayment which It is permitted to refuse. Lendermay accept the Repayment; exoeptthat Lender may. as a condition ofa‘oceptanoe. require lhe payment of Interest which would accrue on the amount prepaid through me dale when Lender would be obligated to accept ihe Prepayment, or the dale the principal amount prepaid Would be due under {his agreemenl. whichever is eadier‘ EXCEPT AS OTHERWISE SET FORTH HEREIN, BORROWER EXPRESSLY WAIVES THE RIGHT TO PREPAY THE LOAN IN WHOLE OR IN PART WITHOUT PREPAYMENT CONSIDERATION AND EXPRESSLY AGREES TO PAY THE PREPAYMENT CONSIDERATION IN ACCORDANCE WITH THIS AGREEMENT UPON ANY ACCELERATION OF THE MATURITY DATE OF THE LOAN, INCLUDING, WITHOUT LIMITATION, ANY SUCH ACCELERATION UPON A PROHIBITEO TRANSFER {DEFINED HEREIN) 0R ACCELERATION UPON DEFAULT. BORROWER AGREES THAT MATERIAL INDIVIDUALWEIGHT TO THE CONSIDERATION IN THIS TRANSACTION HAS BEEN GIVEN FOR THE FOREGOING WAIVER AND AGREEMENT WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 2954.10. AND BORROWER IS ESTOPPED FROM CLAIMING HEREAFTER THAT BORROWER'S AGREEMENT T0 PAY SUCH PREPAYMENT CONSIDERATION IN ACCORDANCE WITH THIS AGREEMENT IS INVALID OR UNENFORCEABLE IN ANY RESPECT FOR ANY REASON BORROWER INITIALS: Z Eg 2.07 Earl! Dhbunm' a gun cheeds Before (he recordalion ‘oI lhe Collaleral Dooume‘nls. Lender will disburse Loan proceeds (a) ifappiicable‘. to the title company or escrow holder handling the closing oi lhe Loan Ior disbursemenl by such lle company lo or ior the account oi Borrow upon ihe Closing and (b) concurrently therewith to itself pay the Closing Fee and certain dosing posts. Borrowershati pay interest on such Loan proceeds at the interest rate provided under this agreement commencing on the dale the Loan proceeds are disbursed to Borrower. if applicable to such title company or escrow holder; regardless oi when and II the Collateral Uncumenls are recorded and When and ifsuch Loan proceeds are disbursed by the title company or escrow holder tor Borrower's benet. Before the Collateral Documents are recorded. the delivery oi such Loan proceeds \M‘il be an unsecured advance by Lender lo Borrower. From and alter the recording ol the Collateral Documents. all principal and interest of and on such Loan proceeds Will be scarred by the Ilcn at the Collateral Documents. ll the Closing does not occur before the Closing Deadline, and Lenderterminates its commitment to make the Loan to Borrower, then the Loan as advanced lothe title company or escrow holder shall immediately become due and payable in iull without notice or demand. ARTICLE 3- COLLATERAL 3.01 gottatml Documnts. The payment and performance ct the Obligations are secured by the toilowing: (a) all Liens in tavor ot Lender created under (i) the Deed oi Trust. Assignment oi Rents. Security Agreement and Fixture Filing dated as oi the date oI this agreement by Borrowerto and in lavor ot RABOBANK, NA .. a national banking association as Trustee torthe benet of Lender and encumbering real estate located in Santa Cruz County. California; (ii) the Deed of Trust. Assignment of Rents. Security Agreement and Fixture Filing dated as ofthe date oi this agreement by Borrower lo and in favor oi RABOBANK, N.A._ a national banking association, as Trustee ior the benet oi Lender and encumbertng real estate located in Monterey County. Calliornia; and (iii) any other instntment or agreementdelivered lo Lender in conjunc’a'ori with this agreement, which slates that it secures all or any oi the Obligations (the property encumbered by those Liens. the and those instruments and agreements securing all or any of the Obligations. the 'ngtarai Dowmenls‘i; (b) all Liens upon and security interests created under any other written instrument or agreement stating expressly that it secures all or any portion oi the indebtedness. liabilities or obligations oi Borrower under the terms oi this specic agreement; and (c) all renewals. extensions. amendments. modications and restatements oi the ioregoing. 3.02 Due go Sale gr Encggggmge Emuiahgs. Each Collateral Document which is a mortgage. deed ol trust or deed to secure debt. and each mortgage, deed oi buster deed to secure debt securing a Guaranty. includes the toiiowtng provision: Granlor shalt not malls or permit any Prohibited Transfer. Any Prohibited Transfer shalt be an Event oi Default, permitting Beneciary to declare all oi the Secured Obligations to be due and payable Immediately. 'Proglbitgg Tangier" means: (a) any sale. contract to sell, conveyance. encombrance. pledge. mortgage. lease of the Property not expressly pennitled under this instrumentor the other Secured Obligation Documents. orother transfer of all or any material part otthe Property or any interest in tt. Including any transior oi Mineral Rights. Water Rights. or Water Stock, whether voluntary. involuntary. by operation of law or Otherwise: (b) ll Grantor is a corporation. any transfer or translers oi shares of the voting power or the direct or indirect benecial oWnership of Grantcr; (c) it Grantor Is a partnership withdrawal orrernoval of any general partner. dissolution oi the partnership tinder Applicable Law. or any transfer or transfers ol the partnership interests; (d) il Grantor is a limited liability Montarey Bey Land Holdrrm 2019 RE Turn Credit Agrcaneril 101 company. withdrawal or removal of any managing membel. termination ol the limited Ilablllly company or any transfer or translers of the voting power or the ownership of the economic interest in the Grantor: or (e) it Granlor ls a Irusl. withdrawal or removal of any trustee or revocation of the trusl. ARTICLE 4- CONDITIONS 4.01 Lenders obligation to make the Loan is subject tosatisiaetlon cl Lender’s sole discretion oi the iollowing candltions precedent; (a) Borrower has executed and devered the Loan Documents to Lender: and Lender has executed this agreement and all olher Loan Dowments to which Lender is a‘ Party; (b) NEIL BRANDOM ("m1 Brandgrn'): CHRISTOPHER YELICH SCOTT GOLDIE FM Goldie“): and COASTAL NURSERY; LLC. a California limited liability company (’Qggta!MUM) have executed and delivered lo Lender a guaranty oi the payment and performance oi the Obligations {Net Btandorn: Ghriopher Yelich: SooGoite. and Coastal Nursery are individually and collectively. ”W: and the guerarrtyor guarantees executed by Guarantor. the ELM"): (cl Lender has received evidence satisfactory to Lender. ol (i) the iorrnation and existence oi all Partiesto the Loan Documents other than Lender, and except for any Party that ls an Indivrdual. (ll) due authorization oi the individuals executlng the Loan Documents on behalf ol those Partles: (d) Lender has received all appraisals and Inspection reports required by Lender. in a form and content satisfactory lo Lender; (e) Lender has received evidence satisfactory to Lender, that Borrower ts in compliance with all applicable Envrronmenlal Laws (that evidence. the (l) Lender has recanted evidence satistactoryto Lender. that all regulatory approvals, Permits and Ilcenses required underApplicable Law for Booms business operations have been issued and are in full force and effect: l9) Lender has received evidence satisfactory to Lender. that the Liensgranted to Lender under the Collateral , Documents are valid and aniorceable and. upon the Closing vnll be, property perfeded. and pn'or lathe rights and interest”! all other Persons, except those rights and interests acceptable to Lender in Its sole discretion: (h) Lender has received evidence satisfactory to Lender. that all policies oi insurance required under the Loan Documents are in tult ioroe and effect and all premiums for those policies have been paid through the date required by Lender: ti) Le‘nderltas received. at Ieast5 Business Days prior to the Closing Datei all documentation and other information required by bank regulatory authorities under applicable ‘know your customer laws" and Anti-Terrorism Laws. including the U SA, Patriot Act; (i) all representations and warranties oi all Parties other than Lender in the Loan Documents are true and correct: (it) Lender’s receipt ol a closing lee in the amount oi $6250.00 (the (I) Lender has received reimbursement of Lender’s out of pocket expenses incurred in connection ‘wtth obtaining any appraisal oi theMetal lcoilactltrdy. the ‘Amisai Emacs} (m) Lender has received reimbursement of Lender’s out or pocket expenses, including Legal Fees. incurred in connection with the underwriting oi the Loans or the Closing (collectively. the (n) Lender has received copies of all Leases and such esloppel certicates and subordinatlon. nondlsturbance and attommenl agreements Signed by Tenants. landlords and. ii applicable. in recordable term, as Lender may have requested; (o) Lender shall have received such subordination agreements signed by such lien holders and creditors oi Borrower or Guarantor. if applicable, in recordable form. as Lender may request. (D) Lender shalt have received in form and substance satisfactory tc Lender (ll an irrevocable written commitment by the Title lnsureror. if the Title Policy is to be issued by the Title Company on behalf oi the Title insurer. the Title Company that it will issue to Lender the Title Policy upon the Closing. and (it) it the Title Policy isto be issued by the Title Company on behalf cl the Title insurer. a Closing protection letter or insured closing letter. Montaray Bay Land Holdings 2019 RE Tarn Credit Agreement 102 (q) as ol the Closing Daie. the foll0wing shall be we and correct: (i) no Default orEvenl of Default has occurred and is conlinuing; and (ii) no evenlhas occurred and no condition exists which has resulted in or could reasonably be expected lo resull in. individually or In [he aggregate. 3 Material Adverse Ellect; and (r) Lender has received all olher documents. micales. ngs. consents. approvals. legal opinions. inlonnalion and other preconditions requested by Lender. 4.02 cloalng gearing; Lender shall have no obligation lo make lhe Loan unless the oondiiions precedent to the Closing set lorth herein have been fully complied with and the Closing has occurred on or belore lhe Closing Deadline Tonnlnation oi Lender's commitment to make the Loan pursuant to this shall not relleve Borrower of its obllgation to reimburse Lender tor its costs: expenses and other charges payable by Borrower hereunder or ol any indemnity obligations hereunder or under the other Loan Documents, butBorrower shall not be obligated to pay the Closing Feet Lender shell also be relieved oi its obligation to make the Loan hereunder in the event ot a material change in the Real Estate or the nancial condition o! Borrower or Guarantor prior to the Closing. it Lender elects to close the Loan alter the Closing Deadline, Lenders commitment to make the Loan shalt be deemed to haste been extended to the actual Closing Dale. MTICLE 5- BORROWER REPRESENTATIONS 5.01 Representations. From and alter the date hereol and until such time as all Obligations have been paid in full, Borrower represents and warrants to Lender that: _ (a) it Borroweris anything other than an individual. lt has complied with all applicable laws concerning its organizatiOn. existence and the transaction oi its business, and is in existence and good standing in its stale otorganization and each stale ln which lt conducts lts business; (b) the execution, delivery and pedonnance by Borrower oi each Loan Document to which it is a party. is within the powers and authority oi Bonower and havo been duly authorized; and the Loan Documents have been duly executed and delivered by each of the Loan Parties thereto; (c) lhe Loan Documents do not conict with any Applicable Law. (d) each Loan Document to Miich Borrower is a Party is a legal. valid and binding agreement of Borrower. enlorceable against Bonower in accordance with its terms. and any instrument or agreement required thereunder. when executed and delivered to Lender. Will be similarly legal. valid. binding and enloroeable‘: (e) all nancial statements and other reports. documents. instruments. information and forms oi evidence concerning Borrower. Guarantor. the Collaterai, or any other tact or circumstance (the "Figagcial littormm''). delivered lo Lender in connection with this agreement. are amurate. correct and suiiio'ently complete in all material respects to provide Lender true and accurate knowledge ot their subject matter. including, without limitation. all material contingent liabilities: (i) there has been no event o‘r occurrence which has resulted in or wold reasonably be expected to reSult in. individual or in the aggregate. any Material Adverse Effect Since the eactive date otthe Financial information provided to Lender. (9i Borrower has good and marketable title to,or a valid leasehold interest In, all ot its propeny and assets as reected in die Financial lniormaiion provided to Lender. and such assets and properties are subjectto no Liens. except those Liens otherwise pe‘nnitted under the Loan Comments. and Bonower has complied with all material obligations under all material leases to which it is a party and enjoys peaceful and undisturbed possession undersuch leases: (it) the Collateral Documents are effective to create. in iavor oi Lender. legally valid and eniorceable security interests in such right. title and interest each applicable Loan Party shall lrorn time to time have in the Collateral and such security interests are subject to no Liens and are prior to the rights and interests ot all other Persons, except those rights and interests acceptable io Lander in its sole discretion. Each ot the Loan Parties has properly delivered to Lender all Collateral that requires perfedion of the security interests by possession and has authorized all tiling and recording by Lender required tor the perfection ofthe security interests by ling or recording: (i) Borrower is not the subject of any Judgment; and there is no iamu’it. tax claim or other dispute pending or to Borrower‘s knowledge threatened against Borrower that, ii determined adverse to Borrower. is reasonably likely to have a Material Adverse Effect Monteiey Bay Land Holdings 2019 RE ‘iann Credit Agieamml 103 (D the Loan Dowmenls do nol conict with. nor ls Borrowerin default under any agreement or arrangement in effect providing furor relating to extensions of med" orotner Indebtedness of any nature In respect ol which Borrower is in any manner diracy or conlingenlly obligated; (k) Borrower has led all tax relums (federal. stale. and lucal) required lo be led by Borrower and has paid all laies, assessments. and govemmanlal charges and levies thereon. including lnleresl and penalties; (I) Eormwer and the Real Estate arein compliance with all Applicable Laws (Including all Environmental Lawe). and lllere ls no claim. action, proceedingor investigation pending or to Borrower’s know/ledge threatened against Borroweroi the Real Esiate with respect to a violation oi any Applicable Law (including any Environmental Law) by Borrower. (in) no Loan Parry has treated. stored. used or Relaaeeo any Hazardous Material in. on or at any oi the properties or lacillilea owned orleased by the Loan Parties {except tor inventoriesol Substanmihat are used or to be used in the ordinary course of business of the Loan Parties (which inventories have been stored and used and wastes disposed oi in material compliance with ail applicable Environmental Laws», and there are no underground tanks, surface impoundments or lagoons. whether operative or temporarily or permanenlty closed, asbestos-containing materials, or PCB-cuntaining equipment located in. on or atany of the properties or facilities owned or leased by the Loan Parties: (n) Borrower has prevtously delivered to Lender each environmental audit, assessment or investigation report in the possessron or control oi any Loan Party which have been prepared by any party during the 5-year period preceding the Closing Date relating to envrronmental conditions or compliance with Environmental Lawson any oi the properties or lacriiiies owned or teased by any Loon Party; (o) Borrower is note ”foreign person' within themeaning oi Section 1445 oi the internal Revenue Code of 1985; {Pi nehhar Borrower nor Guarantor lsan ‘rnvestmenl company“ as defined in, orsubjact to regulation under. the Investment Company Act oi 1940. as amended: (q) no Loan Party is engaged principally, or as one ol its important activities, in the business oi extending credit ior the purpose oi purchasing or carrying Margin Stock. and no part attire proceeds oi any Loan will be used. either directly or indirectly, and whether immediately. incidentally or ultimately. (it to purchase or carry Margin Stock orto extend uedttto others ior the purpose oi purchasing or carrying Margin Stock or to reiund indebtedness originally incurred tor such purpose; or (ii) ior any purpose that entails a violation of, or that is inconsistent vntti, the provisions oi the Regulations oi the Board: (r) no Deiault or Event oi Deia'uit has occurred and is condoning. and (s) no Loan Party er any Aiiiate thereol is in violation of any Anti-Tenorism Laws and the use oi the proceeds oi the Loan by Borrowerwiil not violate any Anti-Terrorism Laws. 5m trrfomatton Actors; and Complete Borrowers submission of any report. record. certificate or other information pertaining to the condition or operations. nancial or otherwise. oi Borrower, from time to time. whether or not required under this agreement. will be deemed accompanied by a representation by Borrower that the report, record or inionnation ts complete and accurate in all material respects as to the condition or operations of Bondwer (and, il applicable, Borrower's Subsidiaries. Afliates, partners. shareholders. members, or other principals). including. without limitation. all material contingent liabilities and does not omit to state any material tact necessary to make the information contained therein not misleading. ARTtCLE 6 - BORROWER COVENANTS Until such tirne as all Obligations have been paid in lull in cash: 6.01 De S toe Cove emud. Bondy/er shall maintain a. Debt Service Coverage Ratio at not less than 1.10:1.00. determined as of the end oieach fiscal year. 6.02 Other Debt. BorroWer- shall have no outstanding and shall not lncurany direct or contingent liabilities or lease obligations. or guaranty oi the liabilities oi others. except the following ll not otherwise prohibited under the Loan Documents (a) liabilities and obligations to Lender orany oi its Afliates: (b) normaltrade credit not more than 90 days past due or being contested in good iaith by appropriate proceedings: (c) li an individual. additional debts as an individual tor primarily consumer purposes; (d) lease obligations or debt incurred ior the purpose oi purchasing equipment used in the ordinary course oi business. and (e) other liabilities and obligations in existence on the date oi this transaction and disclosed in the most recent nancial statement submitted to Lender. Monierev Bey Lend Holdings 20l9 RE term Credit Agreement 104 6.03 9mm. Borrowar shall nut create. assume or suffer Io exisi any Liens on (he rights, title or inlemsls in Its properly. except the ioowing I! not otherwise prohibited under ihe Loan Documents: (a) Liens in iaVorof Lender or any oi its Afliates; (b) if an individual. additional Liens against lhe personal assets oi that individual as an Indlvidual. to secure debt tor primarily consumer purposes: and to] Liens tor taxes not yet due. 5.04 Sale ofAssets. Borrower shall not sell or transfer any business or asset, except the tollowt'ng ll not otherwise prohibited by the Loan Documents: (a) sales or transfers of inventory in the ordinary course of business and (bi sales or transfers at obsdlete orwom out property in the ordinary course ot business. 6.05 investments. Borrower shalt not make investments except the tollowing to the extent not otherwise prohibited by the Loan Comments; (a) Investments made prior to the date oi this agreement and msdosed to and approved by Lender in Writing; (b) Investments in current Subsidiaries and (c) Investments in certicates oi deposit. obrigations ol the federal government, or readily marketable securities 6.06 Loans to omen. Borrower shat not make loans to others except the totlowing to the extent not otherwise prohibitadtby the Loan Documents: (a) extensions oi credit made prior to the date of this agreement md dlsdoaed to and approved by Lender in writing on or before the date ol this agreement lb) extensions ol' credit to current aibsidiartes and (c) extensions ot oredit in the nature of accounts receivable or notes receivable arising from the sate or tease ol goods or services in the ordinary course oi business to persons other than family members, Subsidiaries. and Alliates. 5.07 ocks and Regards. Borrower shall maintain and cause each oi its Subsidiaries to maintain proper books oi record and account including lulli true, and correct entries ol all dealings and transactions relating lo its and their business and activities on an accrual basis. in ati material respects in oonlormityWith generally accepted accounting principles (”GAAP“]. 6.08 Rggotng Rmirernonu. Borrower shell fumlsh to Lender: (a) as soon as available. but no later than 120 days after the end of each scal year. a copy oi Sell Prepared nancial statements ol Borrower for that period: (b) as soon as available. but no later than 120 days alter the and oieach scal year beginning 'iM'Ih fiscal year end .1 213112019‘ a copy oi CPA Reviewed nano‘at statements ol Coastal Nursery tor that period; (c) as soon as available. but no later than 30 days alter the and oi each scal quarter. a copy oi Sell Prepared nancial statements oi Coastal Nursery tor that period: (d) as soon as available. but no laterthan the November 1st alter the and oi each tiscai year. a copy oi Sell Prepared nancial statements oi Neil Brandom, Christopher Yelich and Scott Goldie iorthat period; (e) as span as available, but no later than November 1st alter the end oi each scal yeah copies oi lederal income tax ratunis led by Borrower and Guarantor, including all schedules and exhibits and any extensions oi the ling dale; (f) promptly upon sending or receipt, copies oi any management letters and correspondence relating to management letters, sentto or received irorn Borrower‘s or Guarantors accountants: (g) promptly upon receipt, copies ot all notices. orders, or other communications regarding (i) any entorcement action by any Govemmentai Authority relating to health. safety; the environment. or any Hazardous Materials with regard to Borrower's property, aclivities. or operations. or (ti) any claim against Borrower regarding Hazardous Materials; (h) notice of the occurrence oi any oi the loitoyinng, promptly, but in any event no laterihan rive days alter such occurrence: (i) any lawsuit, tax claim or other dispute it led orthreetened against Borrower in an amount greater than $190,000.00: {iii any substantial dispute between Borrower and any Governmental Authority: (iii) the'la'rlure by Borrower to comply with the lemts and providone oi this agreement tiv] any Material Adverse Elted as to Borrower. tvt any change in Borrowers name. legal structure. place oi business. or chiel executive oliioe or federal identicaon number. or (vi) the Release ol any Hazardous Materials on the property ot any Loan Party orviolation oi any Environmental Laws by any Loan Party; it) il any ttnancial statement required under this agreement has been compiled. reviewed or audited, a copy oi that wmpiled; reviewed or audited nancial statement. along with a copy oi any accompanying accountants report or opinion: end promptly upon Lender's request. alt other books. records. statements. lists of property and accounts. budgets, forecasts, reports. records mother information pertaining to the condition or operations ot Borrower or Guarantor requested by Lender, Monterey Bay Lend lld‘mgs 20W RE tam Credit Agreanait 105 6.09 Bonnwer shall not make any malarial change or modification o1 Borrowers manner and method or accomling except as requited by lhe applicable accounting standard. 5.10 Malngm of A3399. Barrower shall maintain and preserve all rights. privileges, intellectual property rights and franchises Borrower now has or Ialer acquires; and make any repairs. renewals. or replacements lo keep Borrowers properes in good working condition. 6.11 among an; Good Blaming. ll Borrower ls anylhlng other lhan an lndlvidual, Borrower shall preserve and maintain its existence and good standing in the jurisdiction of its formation. and qualify and remain qualied to conduct its business in each jurisdiction in which such nualilinlion is required. 6.12 Change in Business or nmanlmnnnl §tructure. Borrower shall nol engage in any material line ol business substantially dillerent lrorn those lines ot business conducted by Borrowerand its Subsidiaries on the date hereol or any business substantially related or incidental thereto; and ll Borrower is anything other than an individual. Borrower shall not (el lonn-or otherwise acquire any Subsidiary unless that Subsidiary executes and delivers to Lender a guaranty o! all of tho Obligations and all other tnainrrnants mitt agreements required by Lender. or lb] merge. dissolve, liquidate. eonsoltdete with or into another Person, or dispose of (whether in one lransactiOn or in e series oi transactions} all or substantially all of Its assets (whether now owned or hereafter eoquired) to or in favor ot any Persm. 6.1a commencem Lam;Mg. Borrower shall compiy in all respects with all Applicable LaWs end pay before delinquency, all taxas, assessments. and governmental charges imposed upon Borrower or its property Eadr Loan Party shell obtain and maintain in lull toroe and eltect and comply in all material respects with all necessary Permits and government approvals 5.14 lnagctlgna. Borrowershall. at any reasonable time and irorn time to time. permit Lenderor any or its agents 0r representatives to examine and make copies ol and abstractslrom the records and books oi. and welt the properties of. Borrower and to discuss the aliairs. linances. and accounts or Borrower with (ii Borrower is other than an individual) oicors. directors. partners. ormanagers or Bonower. as applicable: Borrower‘s independent accountants; and any other person dealing w lli Borrowers 6.15 Insurance. (a) Borrower shall maintain. or cause to be maintained, public liability insurance; all risk property damage insurance policies covering tangible property comprising the Collateral tor the full insurable value on a replacement cost basis: workers compensation insurance as required by law, and such additional insurance as required by Lender lrorn time to lime. (b) It any Real Estate is located in an area now or hereafter designated by the Director oi the Federal Emergency Management Agency as a special ood hazard area, BorroWer agrees to obtain and maintain Federal Flood insurance, it available. within 45 days after notice is given by Lender thatthe Real Estate is located in a special iiood timid area. lot the lull unpaid prino'pal balance oi the Loan plus any prior liens on the progeny secunng the Loan. up to the maximum policy limits set under the Nanonal Flood Insurance Program. or as otherwise required by Lender. and to maintain such insurance tor the term oi the Loan. (c) All policies oi insurance required underttie Loan Documenis must be issued by companies approved by Lender, and must be acceptable to Lender as to amounts. torms. risk coverages. expiration dates. and loss payable and cancellation provisions with deductibles or a maximum oi $10.000l00 on improvements and xtures located on the Real Estate lrt addition. each required policy must stipulate that coverage will not be cancelled or diminished without a minimum oi 10 days prior written notice to Lender and without disclaimer oi the insurers liability ioriallure to provide such notice: contain a First Loss Payable Endorsement and any other endorsements as Lender may require and must name Lender as an additional insured and loss payee so that all proceeds ol eucli property or casually insurance shall be payable to Lendarto the extent oi Its respective interest. (d) Borrower agrees to deliver to Lender. on or before the Closing Date. evidence ol the required insurance as proVided herein. with an elfective date on or before the Closing Dates "Borrower tails lo provide any required insurance or tails to continue any required insurance In loroe. Lender may do so at Borrowers expense At the option or Lender, Borrower shall reimburse Lender. on demand. the cost oi any such insurance paid by Lender or snail be added to the Obligations BORROWER ACKNOWLEDGES THAT lF LENDER SO PURCHASES ANY REQUIRED iNSURANCE, THE lNSURANCE WILL PROVIDE LlMlTED PROTECTiON AGAINST PHYSICAL DAMAGE TO THE COLLATERAL. UPTO AN AMOUNT EQUALTO THE LESSER OF l1 l THE UNPAID BALANCE 0F IHE OBLIGATIONS. EXCLUDING ANY UNEARNED FINANCE CHARGES. OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, BORROWER'S EQUITY lN THE COLLATERAL MAY NOT BE Mmlorey Bay Land Holdings 20I9 RE Tarn (heart Agreement 106 INSURED. IN ADDITION. THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABIUTY’OR ?ROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS 0F ANY FINANCIAL RESPONSIBILITY LAWS. (e) For purpose of insurance coverage on [he Collateral. Borrower authorizes Lender to provide Io any Person all lnIormau’on Lender deems appropriate. whelher regarding lhe Collateral. the Loan or other linancial accommodations. or both. $.16 Borrower shall no! enler inlo any lr‘ansaaion oi any kind with any family member. Subsidiary or Afliate, whetheror not ir'r the ordinary oourse ol business. other than wlth prior written notice lo Lender and on lair and reasonable terms substantially as favorable lo Borrower asmuld be obtainable by Borrower at the lime in a comparable arm's length transaction with a Person other than a lamily member. Subsidiary or Afliate. 6.17 .Ueeet the Loan. Borrower shall not use the Loan (a) for personal. Iamlly or h0usetiold purposes. or (b) to purchase or carw Margin Stock or to invest in other Persons tor the purpose of canying Margin Stock orto reduce or retire any indebtedness incurred ior that purpose, 6.18 ERISA Plane. Barrower shall promptly pay and cause all Subsidiaries to pay contributions adequate lo meet not less than the minimum funding standards under ERISA with resped to each and every Plan; le each annual report required to be tiled pursuant to ERISA in connedion with each Plan ior each year. and notify Lender within ten days following the occurrence oi any Reportable Event thetmighl constitute grounds lorlennination oi any capital Plan bylhe Pension Benet Guaranty Corporation or tor the appointment by the appropriate United Slates District Court oi a trustee lo administer any Plan. 'ERiSA“ rneans the Employee Retirement Income Security Act oi 1974. as amended from lime to Ume. 6.19 Legal Fm; Costs. Borrower shell pay the following: (a) costs. expenses and Legal Fees paid or incurred in connection wtlti any amendments. modications or waivers oi the provisions of the Loan Documents; {h} meta. expenses and Legal Fees paid or incurred in connection widt the oolleaion or onioroemenl of the Loan Documents. whethe- nr nutsult is tiled; (c) wsis, expenses and Legal Fees paid or incurred in connection with any Insolvency Proceeding lnyohrmg a claim under the Loan Documents: (d) costs ol suit and such sum as the court may adjudge as Legal Fees in any action to enforce payment ollhe Notes or any part lheroot; and (e) oosls expenses and Legal Fees incurred to protect the liens and security interests under the Collateral Documents. $.20 55mm. Within ten Business Days alter demand lrom Lender to BorrOWer, Borrower shall pay (or reimburse Lender for payment of) (e) the Appraisal Expenses not previously received by Lender and (b) other Closing Expenses not previously received by Lender 5.21 Other Am. Upon request by Lender. Borrower shall cooperate with Lender for the purposes oi. and perform all ecte Which may be necessary or advisable to establish perfect and/or monitor any Lien granted under this agreement or the Collateral Documents. orto carry out the intent oi the Loan Documents. ARTICLE 7 - EVENTS OF DEFAULT AND REMEDIES _ 7.01 Strong 91 Dang]; The lollowing each will be an evenlol delault under this agreementianmg Bowl"): (a) any payment required under the Loan Documents is not made 'wiihin 10 days alter the date when due; (b) the Financial information or any representation or warranty in the Loan Dowmenls is materially Incorrect or misleading when made or provided; (c) Borrower does not (i) pay tor cause payment of) ell taxes oi Borroyrer or assessed on the Collateral prior to the date when delinquent. (ll) maintain (orcause to be maintained) all policies ofinsurance required under the Loan Decoments and pay (or cause payment oi) all premiums tor that insurance on or prior to the dale when due; (iii) maintain the Collateral (or cause the Collateral to tie-maintained) in good condition and repair. all In accordance with the terms and conict-is o'l the Loan Documents: or (iv) perionn when required under any covenant under this agreement. (d) the death oi (i) any Borrower who is an individual. (Ii) II Borrower is a warship. any general partner oi brat partnership who is an individuat or (iii) ll Borrower is the huslee under a trust- acting in that capacity. any individual trusto‘ under the trust; (e) a change in the equity interest oI Borrowar: if) the ling of any tax lien against Borrower or Guarantor. any niemberor general partner bl Borrower. or against any oi the Collateral and the same is not discharged of record within 30 days aflerttie dale filed; Mmterey Bay Lend Holdhgs 2019 RE Term Credit Agreement 107 (g) an Insolvency Proceeding is inltialed by Borroweror Guarantor. at any Insolvency Proceeding initialed agains1 Borrower 0r Guarantor by another Person is not discharged within 60 days aer ling: (h) Barrow. Guarantor or any Subsidiary of Bonnweror Guarantor is or becomes subjectio a Judgment or Judgments: (I) for [he payment oimoney in an aggregate amount (as to all such Judgmenis or orders) exceeding $50,000.00. which are not covered by independent third-party insurance as lo which the insurer does not dispute coverage. or (it) that have, or could reasonably be expected to have, individually or in the aggregate. a Material Adverse Eileci and, in eithercase. (A) eniorcement prooeecngs are commenced by any creditor upon any such Judgmenli or (B) there is a period oi ten consecutive days during \Mtich a stay oi anloroement oi any such Judgment. by reason of a pending appeal orotherwisa. is not in attest; (i) the'wolation oi any Financial Covenant; (j) any "Event oi Deiauli' as that term is dened in the Loan Documents other than this agreement which is not cured within any applicable cure or grace period; (it) any detautt in the payment 0r perturmanoe of a term or condition oi any credit agreement. note. security agreement. mortgage. deed oftrust. deed to secure debt. or other agreement or instrument evidencing or securing any other indebtedness. liabilities or obligations of Borrower to Lender or any Aiiillates oi Lender; (l) any Material Adverse Effect as to Borrower: {ml any ERlSA Event; (n) for more than ten days alter notice irom Lender. Borrower is in default under any term. covenant or condition ol this agreement not previOUSIy described in thismm, which can be cured by the payment of a sum oi money; (o) title to the Real Estate is not satisiactory to Lender by reason ol any detect. except those matters affecting title that have at any time been consented to in writing by Lender or the lien oi the Collateral Documents ceases to be a porlected lien on fee title to the Real Estate vested lrr Borrower. except as Specifically contemplated herein; (p) (r) any delautt by Borrower under a Lease beyond the applicable cure period. or (ii) except as otherwise permitted herein, (A) a Major Lease ls terminated or (8) Borrower attempts to terminate a Lease without Lender‘s prior written consent; in) a Guarantor dies. unless Mihin 90 days thereafter (i) such deceased Guarantor ts replaced by another guarantor oi the Loan acceptable to Lender. in its sole discretion, that assumes such deceased Guarantor's obligations underthe Guaranty and executes and delivers to Lender such documents. instalments and agreements evidencing such assumption as Lender may reasonably require. or (it) the estate cl the deceased Guarantor assumes and reafrms the deceased Guarantor's obligations underthe Guaranty in a manner reasonably acceptable to Lender. (r) a Guarantor revokes or disputes the validity oi. or liability under. any Guaranty guarantying BorroWers obligations to Lender. (s) for more than 30 days alter notice from Lander. Borrower is in default under any term. covenant or condition of this agreement ‘notpreviously' described in this germmt; provided that it (i) it is reasonably certain that the default cannot be cured by Borrower within that 3i) day period and (it) Borrower has commenced curing that deiauii within that 30 day period- and thereattar digerrtiy and expeditiously proceeds to cure that default. then that 30 day period unit he extended for so long as reasonably required by Borrower in the exercise of due diligence to cure that default. up to a maximum of 90 days after the notice to Borrower oi the Event oi Default: and (t) any Loan Document ceases to be in tull lorco and ettect or ls declared ’void by a Governmental Authority or any party thereto shell claim such unenloroeabitity orinvalidity, or any security interest in the Collateral created by the Collateral Documents shall tail or cease to be. or shall be asserted in writing that it is not. a valid and perfected security interest in the securities. assets or properties covered thereby. “i202 emedieg. Upon the occurrence-and during the continuation oi a Detach. Lenders obligation to make disbursements oi Loan proceeds shall abate. Upon the occurrence ot an Event oi Deiatilt. Lender may“. (a) dedare any and all Obligations due and payable. Without presentment. notice of Intent to accelerate or notice oi acceleration. demand. protest or runner notice of any kind. all oi which are expressly waived by Borrower, and (b) exera'se all other rights and remedies altorded to Lender under the Loan Documonts orAppiicabte Law or in equity; except that upon an actual or deemed entry oi an order for relief with respect to Borrower or any of its Subsidiaries tn any insolvency Pmceeding, all Obligations shalt automatically become due and payable. without presentment. demand. protest or any notice oi any kind, all of which are expressly waived by Borrower. Murderey Say Laird Rotting: 20l9 FlE term Credit Agreement 108 ARTICLE a woncss l All requests, notices. approvals. consents. and other communications between the Parties (collectively 'm!) undet the terms and condilions of the Loan Documents must be in writing and mailed or delivered to the address specied in that Loan Document. or to the address designated by any Party In a notice la the other Parties: and In the case of any other Person; ta the address designated by that Person in a notice to Borrower and Lender. All Notices will be deemed to be given or made Upon the eanier to occur of (a) actual receipt by the intended redpientor (b) (i) it delivered by hand or by courier. upon delivery; or (ii) it delivered by matte tour Business Days after deposit in the maits‘ property addressed] postage prepaid: except that notices i and othercornmunications to Lender shall not be effective until actually received by Lender. Borrower requests that Lender accept. and Lender may. at tts option, accept and ls entitled to rely and eat upon any Notices purportedly given by or on behalf of BorroWer! even if not made in a manner specied herein (Including Notlces made verbally, by telephone, tetetacsimile, email. or other electronic means oi communication). were incomplete or were not preceded or followed byany other term ot Nohoe Specied herein. or the terms thereot, as understood by the recipient. varied from any conrmation thereof. All telephonic Notices to and other telephonic communications ”with Lender may be recorded by Lender. and each Party consents to such recording. ARTICLE 9 - GENERAL DEFINITIONS. ACCOUNTtNG MATTERS AND DRAFTING CONVENTIONS 9.0? Dened Tm; Capitalized terms dened tn this section are used in this agreement as so dened. Except as otherwise dened in this agreement. or unless the context otherwise requires. each term that is used In this agreement which ls defined tn. Article 9 ol the UCC shall have the meaning ascribed to that term in Article 9 of the UCC. 'Aitlatg oi a Person Which is anything other than an individual means another Person that directly. or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specied. “Anti-Terrosg] Leg" mean (a) the U.S.A. Patriot Act. (b) any oi the ioreign assets control regulations oi the United States Treasury Department (3i C;F.R.. Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. and (c) any other laws relating to terrorism or money laundering 'opmte Levv' means all existing and tulure laws. orders. ordinances. rules and regulations of or by a Governmental Authority; except that in determining the Maximum Rate, Applicable Law shall mean those laws. orders. ordinances. rules and regulationsin effect as oi the date hereof or if there ls a change In Applicable Law which (a) permits Lender to charge interest 0n amounts which Lender would not otherwise be permitted to charge interest or (b) increases the permissible rate oi interest. then the new Applicable Law as oi its effective date. “Board‘ means the Board of Govemors ol the FederalReserve System of the United States oiAmerica. m“ shall have themeaning specied in the preamble oi this agreement. means any day other than a Saturday. Sunday. or other day on which commercial banks are authorized or required to dose under the Appliwbte Laws oi the State ol California. or are in tact closed in the State oi California. "Closino' means (a) the acknowledgement by Lender that all conditions precedent to the Loan are satised or waived in accordanCe with this agreement. or (b) the Loan is made, whichever is earlier 'gmgite' means the date of the Closing. means June 20. 2019. "Code‘ means the lntemal Revenue Code ot 1985. as amended irom time to time. 'Cnntrot' of a Person which is anything other than an individual means the power to direct the management and policies ol thatPerson. directly or indirectly. whetherthrough the ownership oi voting scourities. by contract or otherwise. and the terms 'controillng‘ and "controlled" have meanings correlative to the foregoing "C_PI_\' means an independent certified public accountant acceptable to Lender. 'QEA ange; audited by a CPA. including an-audliors opinion. "m awed means revieWed by a CPA. including a review report. means at any dale oi determination the ratio oi tEBlTDA minus Distributions). to (total interest expense plus the prior period current portion ot Funded Debt). Montaioy Bay Lend Holdinge 2019 RE Tm Credit Agreeiiieni 109 Mull" means any event or condition which. with ms passage ol time o: the giving ul notice or both, would constitute an Event of Default. means, as applicable. living expenses lot lndlviduats. or dlvtdends, dls‘tn‘bulions or othet payments (w‘hetherin cash. securies m other properly) with respect to any capital stock, membership Interest. general or limited partnershlp interest. benecial interest in a trust or other equity interest ‘EBlTDA‘ means at any date (a) nat income, excluding any extraordinaiy and nonoperating income. ol a Person for the .precedlng twelve months plus (b) any interest expanse! income taxes. depreciation, amortization. and other nonwsh charges for that IWetve months to the extent they were deducted from gross income to calculate net income 'Enuirmmgntal Law' means all Applicable Laws that relate to (a) the prevention. abatement or elimination of pollution. or the protection of the environment. natural resources (including water vapor. surface water and subsurface water. surface and subsurtace land, air. aquatic lite. wildlife. vegetation. and any other biota) or human health (to the extent relating to expOSure in Hazardous Materials). or natural resource damages. and (b) the Use, generation. handling treatment. storage. Release. transportation or regulation oi. or exposure to. Hazardous Materials, including the Comprehensive Environmental Response Compensation and Liability Act. 42 U.S.C. §§ 9601 et see. the Endangered Species Act, 16 U.S.Q §§ 1531 a! seq. the Solid Waste Disposal Act. as amended by the Resource Conservation and Recovery Act. 42 U.S.C. §§ 6901 el seq.. the Clean Air Act. 42 U.S.C. §§ 7401 er seq. the Clean Water Act, 33 U.S,C. §§ 1251 er seq.. the Toxic Substances Control Act 15 U.S.C. §§ 2601 er seq.. the Emergency Planning and Community Right to Know Act. 42 Li.S.C. §§ 11001 er Sen. the Carpenter-Presley- Tanner Hazardous Substance Aooouni Act (Health 8r Safety Code §2530 et seq). the Hazardous Waste Control Law (Health e Safety Code §2510 etseq.) the Sate Drinking Water and Toxic Enforcement Act oi 1986 (Health Er Safely Code §2522495 et seq ). the Underground Storage oi Hazardous Substances Act (Health & Saiety Code §25280 et seq l and the Porter‘Coiogne Water Quality Control Act (Water Code §13100 et seq). 'ERISA . tfliiate' means any trade or business (whether or not incorporated) that. together with any Loan Party. is treated as a single employer under Section 414(b) or (c) of the Code. or. solely for purposes of Section 302 oi ERISA and Section 412 oi-rhe Code, is treated as a single employer underSection 414(b). (c). (m) or (o) of the Code, 1&5! Event" means (a) the occurrence ct any “reportable event” as delineo in Section 4043(c) oi ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period has been waived. with respect to a Plan; (b) any failure by any Plan to satisfy the applicable minimum iunding standards under Sedion 412 or430 oi the Code or Section 302 or 303 oi ERISA. whether or not waived: (c) the ling pursuantto Sedion 412m oi the Coda or Sadtnn 302(c) oi ERtSA oi an appltcation tor a waiver ol the minimum iund'rng standard with respect to any Plan, the failure to make by its due date a required installment under Section 4300) oi the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan: (d) a determination that any Plan Is. or is expected to be. in “at risk" status (as dened in Section 303mm of ERISA or Section 430(i)(4) oi the Code): (e) the incurrence by any Loan Party or any ERISA Afliate of any liability under Title IV oi ERISA with respect to the lamination of any Plan: it) the receipt by any Loan Party or any ERiSA Afliate from the Pension Benet Guaranty Corporation or a plan administrator oi any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan. orthe occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the lamination ol. or the appointment ofa trustee to administer, any Plan; (g) the Incurrence by any Loan Party or any ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Muillempioyer Plan; (h) the receipt by any Loan Party or any ERlSA Afliate of any notice) or the receipt by any Muttiernpldyer Plan from any Loan Party or any ERiSA Attiliate ot any notice. ooncaming the imposition oi Vlthdrawal Liability or a determination mat a MuitiempioyerFian is. or is expected to be. in critical or endangered status. Within the meaning oi Section 305 oi ERISA: (i) the occurrence oi a nonexempt prohibited transaction (within the meaning oi Section 49% oi the Code or Section 406 of ERtSA) which could reasonably be expected to result in materi tiatdiity tovany Loan Party; or (j) the occurrence oi any other event or condition with respect to a Plan or a Multiemployer Plan with respect to which any Loan Party is likely to incur material liability other than in the ordinary course. 'ErnangatMani" means any covenant contained in the Loan Ooournents regarding the financial status oi a Person other titan Lenderr ”Funded Debt' means all outstanding long term liabilities ior money borrowod lor nonconsurner purposes. other long term Interest-bearing non-consumer liabilities. and capital leases. means any nation or government. any slate or other political subdivision thereof. any agency. authority. instrumentaiity. regulatory body. court. administrative tribunal, central bank orother entity exercising executive legislative. judicial. taxing. regulatory or administrative powers or functions oi or pertaining to government Monteroy Bay Land Holdings 20w RE Term Credit Agreenrmt ‘ means any subsiance. maten‘al or Waste that is or becomes designaied or regulated as ‘loxia‘ “hazardous.” “caustic,’ “pollutant.“ or ‘conlaminant‘ or a similar designation arregulalion under any Environmenlal Law er could reasonably be expected to lead to liability under any Environmental Law. and shall aISu include. wilhoul limitation. asbeslos in any form that is or could reaSOnably be expected to become lriable or asbeslos conlaining materials. polychlon'naled byphenyls or radon gas. PCBs, petroleum, pelmleum products, natural gas and explosive or tamoacuVe substances and lead“ “Insolvm rimming“ means the insolvency Di a Person. the appomlmanl ol a receiver. lrustee. custodian. sequeslmlor. conservator or similar ofcial of any part of a Person‘s property. an assignment by a Person tor the benet oi creditors. or the voluntary or Involuntary commencement oi any proceeding under the Federal Bankruptcy Code or any other bankruptcy or insolvency law. by or against a Persoa. including the winding-up or liquidation of a Person. "interest Payment Daie‘ means a dale on which regiiiarty scheduled payments ol interestare due jam" means, as to any Person. any direct or indirect acquisition or investment by such Person. Miether by means oi (a) the purchase or other acquisition oi capital stock or other secmities oi another Person. (b) a loan. advance or capital contribution to. guarantee or assumpon of debt oi. or purchase or other acquisition oi any other debt or equity participation or interest in, anomer Person. including any partnership orjoini venture interest in such other Person and any arrangement pursuant to which the investorguaraniees Indebtedness ol such other Person. or to) the purchase or other acquisition (in one transaction ora series oi iransadions) or assets of anotherPerson that consuiute a business unit: provided. that {or purposes oi covenant compliance, the amount nl any Investment shall be the amount actually invested, without adjustment tor subsequent increases ordecreases in the value oi such investment. 'Jment’ means a iudgmant. order. Writ. Injuncuon. decree. or rule oi any court. arbitrator, or Govemmentat Authenty. * ease" means a lease. rental or occupancy agreement attesting all or any part of the Real Estate or an interest therein ”MEWS means any and all counsel. atlomey. paralegal and law clerk lees and disbursements, including. but not limited to lees and disbursements at the pretrial. trial. appellate. discretionary review. or any other level, incurred or paid by Lender in drafting and negotiating the Loan Documents. closing the transactions contemplated hereby, and protecting and enforcing its rights and interests under the Loan Documents. "Lender shall have the meaning specied in the preamble of this agreement and any successors and assigns oi any oi its rights and obligations under this agreement. ”Lg" means any mortgage, pledge. assignment. deposit arrangement. privilege. encumbrance. lien (statutory or other). charge. or preference. priority or other security Interest or pleterential arrangement in the nature oi a serenity interest oi any kind or nature whatsoever (including any conditional sale orotherttlie retention agreement. any easement. right oi way or other encumbrance on title to real property. and any nancing lease having substantially the same economic otlect as any ol the ioregeingl. "Loan [locum “ means this agreement. the Note. the Collateral Documents. the Guaranlies. and all other agree-meme and instruments required by Lenderior purposes oi evidencing or securing the Loan. ‘Lgm' means. individually and collectively. Borrower and Guarantor and a granlor oi a security interest in the Collateral. “Losses" means any and all claims. suits. liabilities (including, without limitation. strict liabilities). actions. primedings. obligations. debts. damages. losses. costs, expenses. lines. penalties. charges, lees, Judgments. awards. amounts paid in settlement ot whatever kind or nature (including Legal Fees). “Mgr-Lees; means any Lease oi space in the Real Estate oi at least 10% oflhe total net rentable area thereof "mar Tenant‘ means a Tenant under a Major Lease. 'Mmin Stocit‘ shall have the meaning assigned to such lenn in Regulation U. "Mateg Mgrse Em‘ means any set oicircumstanoea or events which (a) has or could reasonably be expected to have any material powered enact as to the vaiidity or enforceability or any right or remedy ct Lender under any Lem Document- or any materiel term or condition therein against the applicable Person; (bi is or wold reasonably be expand to bemateriel and adverse to the nancial-muddled. business assets. operations. or propane oi the acclimate Person. including any materiel Morimruy Bay Land Holdings 2019 RE Term Ciet Agreement 111 podion o! the Collateral; or (c) materially Impalrs or could reasonably be expected to maien'aily impair the ability o! the applicable Person lo periorm the Obligalions. ”Maximum Rate” means that rale per annum whicm under Applicable Law. may be charged without subjecting Lender to civil or criminal liability, or limiting Lender‘s rights under the Loan Dowunenls as a result ol being In excess ol the maximum interest (ale which Bonowei is pemiitted lo contract or agree la pay: exceptthai the Maximum Rate on any amount u‘pon which Lender is not permitted to charge inletest wtll. be zero percent. ‘Mulemger Plan' means a mulbemployer plan as dened in Section 4001(a)(3) at ERISA subject to the provisions oiTrtie 1V oiERISA and in respect of which any Loan Party or any ERISA Afliate ls an “Employer“ as dened in Section 3(5) of ERISA. “mm means all loans. advanooe. debts. indebtedness, liabilities and obligations ol Borrower to Lender arising pursuanlto any olthe Loan Documents (whether or not evidenced by a note or instrument and whether or notlor the payment cl money). whether now existing or hereafter arising. whether direct. indirect. absolute or contingent. due or to become due. related. unrelated. xed. liquidated. antiquidated. joint. Several. or toinl and Several. 'Pam' refers only to a named party to this agreement 0r another Loan Doriument. as the context requires. “my mean any md all lranchiaea'. Licenses. leases. permits. approvals. noticaona. mnicalions. registrations, authorizatrons. exemptions. qualications. easements. n‘ghls oi way. Liens and. other rights. privileges and approvals required to be ohtainedtrom a Governmental Authonty under any Applicable Law. TPerson" means an individual. a corporation. limited liability company. partnership. joint venture. association. joint-stock company. trust. unincorporated organization. orother business entity. or a government or any agency or political subdivision thereof "M" means any employee pension benet plan (other than a Multiempioyer Plan) subjectto the provisions oiTitle iV oi ERISA or Section 612 of the Code or Section 302 ol ERISA and in respect oi which any Loan Party or any ERISA Afliate is (or il such plan were laminated would under Section 4069 oi ERlSA be deemed to be) an 'employer‘ as dened in Secon 3(5) 0f ERISA. ”Elgar: means lo make a Prepayment 'Prgmment“ means a payment of all or a portion oi the unpaid principal balanw oi the Loan prior to the date when due. Whether voluntary. by reason oi acceleration. or otherwise. “Pgwment Considygg' “ means that amount due and payebleto Lender upon a Prepayment. as consideration lor Lender's acceptance lhereot. {Hwy means that portion oi the Collateral which is real property. as opposed to personal propeny. ‘Eguiam‘g U' means Regulation U oi the Board as irom time lo time in effect and all ofcial rulings and interpretau’ons thereunder and thereol. “EM" means any placing. spilling. leaking. seepage. pumping. pouring, emitting. emptying. discharging. injecting. escaping. leaching. dumping. disposing. depositing 0r migrating in. into or onto or through the environment. 'g’m means for the llnancial statement oi any Person. prepared by that Person. and not compiled. reviewed or audited by a certied public accountant. 'Suoiagwi a Parson which is anything other than an individual means a business entity of which a majority oi the shares ol securities or other interests having ordinary voting power tor the election oi directors or othergovemlng body are at the time benecially owned. or themanagement ot which is otherwise controlled. directly. or inmrectly by that Person. Unless otherwise specied. all references to a "Subsidiary" or to “Subsidiaries" shall reier to any Subsidiary or Subsidiaries. ii any. “ enagt‘ means each Person that is a lessee. tenant. renter or occupant under a Lease. W' means the agent ot the Title Insur‘erissuing the Title Policy on behail oi the Title Insurer. "Title jgsurer' means Stewart Title oi Caliiomia. inc. 'Titlemtg means a 2006 ALTA lender's title insurance policy. extended coverage. in such romi and Mth such endorsements as may be required by Lender. issued by Title Insurer insuring thetthe Collateral Documents which are mortgages. deeds of trust. or deeds to secure debt are and will continue to be an 'encumbranoe against the fee title lo the Real Monterrey Bay Lend Honing: 2019 RE Tenn Credit ngreernorii 112 Estate. securing a debt In the amount a! the Loan. prior and paramounl to all other liens and encumbrances of any nature or kind whatsoever except such exceptions as Lender. in its sole discretion. may approve in writing. ‘' means the Unltorm Commercial Code as enacted in the Governing Law State ‘Q,§.A. Palm!m” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Actor 2001, Public Law 107-56 (signed into law on Octoberze. 2001). means liability to a Multie‘mployer Plan as a result oi a complete or partial withdrawal from such MulliemployerPl'an. as such terms are dened in Partl oiSubtilie E oi Title IV oi ERISA. 9.02 Agwunting new. All accounting terms not spectlrcaily defined herein will be construed in accordance with GAAP. All nancial cav'enants applimble lo an individual will be calculated based on that individuals busineSs, excluding personal assets and liabilities Bonower will not change the manner in which either the last day oi its llsml year or the last days oi the rstthree fiscal quarters oi its scal years is calculated. if at any time. any change in (3MP would affect the computation oi any nancial ratio or requirement set forth in any Loan Document Lender may amend that ratio or requirement lo preserve the original intent thereof in light oi that drange 9.03 Drafting Conventions. Unless expressly stated therein or the context otherwise requires. the Loan Documents wlil be interpreted in accordance with the following (the 'Qing gnmtiens'): (a) the words ‘inctutief “includes: and 'including‘ are to be read as it they were lollovved by the phrase "Mthout iimitalion‘. (b) unless otherwise expressly slated terms and provisions applicable totwo or more Persons shall apply on an individual. as well as collective basis: (c) headings and captions are provided lor convenience only and do not. attect the meaning oi the text which iotlows.‘ (d) references to a parcel or tract of real estate means. without limitation the land described. and any and all improvements located thereupon and all easements or other rights or interests beneting that land; (e) references to an agreement or instrument means that agreement or instrument. together with all extensions, renewals. modications. substitutions and amendments thereci. subject to any restrictions thereon in that agreement or instrument or in the Loan Documents: (F) ANY REPORT 0R DOCUMENT T0 BE RECEIVED BY LENDER SHALL BE SATISFACTORY lN FORM AND CONTENT TO LENDER; (G) WHEREVER (I) LENDER EXERCISES ANY‘RIGHT GIVEN T0 IT TO APPROVE OR DISAPPROVE. (ll) ANY ARRANGEMENT 0R TERM is T0 BE SATISFACTORY TO LENDER. 0R till) ANY OTHER DECISJON OR DETERMINATION IS To BE MADE BY LENDER. THEN EXCEPT AS MAY BE OTHERWISE EXPRESSLY AND SPECIFICALLY PROVIDED THEREIN. THE DECISION TO APPROVE OR DISAPPROVE. ALL DECISIONS‘THAT ARRANGEMENTS OR TERMS ARE SATISFACTORY OR NOT SATISFACTORY, AND ALL OTHER DECISIONS AND DETERMINATIONS MADE BY LENDER. SHAH. BE IN THE SOLE DISCRETION OF LENDER. WITHOUT REGARD FOR THE ADEQUACY OF ANY SECURITY FOR THE DBUGATIONS: (hi whenever by the terms oi the Loan Documents, Borrower is prohibited from inking an action orpermittt'ng the occurrence oisome circumstance. Borrower shalt not. directly or indirectly take that action or permit that circumstance. or directly or indirectly permit any Subsidiary to take that action or permit that circumstance: (I) evidence oi the occurrence or nonoccurrence of any event. or the existence or non-existence oi any circumstance to be delivered to Lender must be in a form satisfactory to Lender: (j) unless specied otherwise. relerences to a statute or regulation means that statute or regulation as amended or supplemented from time to time and any corresponding provisions ofsuccessor statutes or regulations; (k) unless otherwise specified. all reierences to a lime oi day are relerences to the lime In Calllomla; (l) relerences to “month” or ‘year' are references to ecalendar month or calendar year. respectively. unless otherwise speciirwlly provided; (m) it any date specied in this agreement as a date for taking action ialts on a day that is not a Business Day. then that action may be taken on the next Business Day; (n) a pronoun used in referring generally to any member cl a clan oi Persons. or Persons and things. applies to each member oit’hat class. Whether or the masculine. leminina. or neuter gender. to) references to 'articles.’ “sections.“ ‘subsections.’ 'paragraphs,‘ ”exhibits.“ and- ‘schedutes‘ reference articles. sections. subsections. paragraphs. exhibits. and schedules. respectively. ot this agreement unless otherwise specifically provided; (p) the words “hereof.” “herein.“ “hereunder.” and "hereoy' reter to this agreementes a whole and not to any particular provision oi this agreement: (q) the denitions in this agreement apply equally to both singular and plural forms cf the terms dened: and (r) tor purposes of computing periods oi time from a specied date to a later specied date. the word "horn" means 'Irom and including"and the words “to“ and 'untilleech mean ”to but exciuding'. ARTICLE 1 0 ~ MlSCELLANEOUS 10.01 magi-gem; This agreement and the other Loan Documents. collectively: (i) represent the sum of the understandings and agreements between Lender and Borrower oonceming this credit; tit) replace any prior oral or written agreements between Lender and Borroweroonceming this credit: and (Iii) are Intended by Lender and Borrower as the nal. complete and exclusive statement ot the terms agreed to by than. In the event ol arty conict between this agreement and any other agreements required by this agreement. this agreement will prevail. Monterey Bay Land Holdings 2019 RE Term CrecitAgraement 113 10.02 mm get SmmIDhligggl-na. ll Bonuwer ronsisls of more than one Person. each Borrower (a) explessly acknowledges that it has beneted and will benet direwy and Indirectly. Irorrl the Loan and acknoMedges and underlakas. maths: with the other Bonmrs. joint and several "ability for the punctual payment when due, whether at stated matmily. by aoce’leralion orotherwise. at all Obllgations; (b) acknowledges that this agreement is the Independent and several obflgatlan of each Borrower and may be enfo‘rned against each Borrower eeparalely. whether or not enforcement ol any ghter remedy hereunder has been sought against any other Borrower. and (c) agrees that its liability hereunder and under any other Lean Document is absolute. unconditional. continuing and irrevocable. BORROWER EXPRESSLY WAIVES ANY REQUIREMENT THAT LENDER EXHAUST ANY RIGHT. POWER OR REMEDY AND PROCEED AGAINST THE OTHER BORROWERS UNDER THls AGREEMENT. 0R ANY OTHER LOAN DOCUMENTS. 0R AGAINST ANY OTHER PERSON UNDER ANY GUARANTY 0F. OR SECURrrY FOR. ANY 0F THE OBLIGATIONS. 10.03 Anthony to Bind Borrower. ll Borrower Is comprised of multiple Persons. any PersOn comprising Borrower Is authorized to bind all parties comprising Bonowerr Without limitation oi the ioregoing‘ Lender‘may require any Loan Request or other request, authorization or other action by or on behalf oi Borrower be by one or more indivlduals designated in Writing by the parties comprising Borrower (a '{Desimalg Pgw‘). Lender may, at any time and without notice. waive any pn‘or requirement that requests. authorizations, or otheractions be taken only by a Designated Person. 10.04 Binding Effect; Sucmeon and Assigns. The Loan Documents willinure to the benefit of and he binding upon the parties and their respective successors and assigns, exospt that Borrowermay not assign or transfer any ot its nghts or obligations under any Loan Document without prior written consent oi the Lender, 10.05 Assignment; Pagiclngggg. Borrowershall notasslgn lls nghts orobllgations hereunderwithoultender’s consent. Lender may assign or sell participations in all orany portion of its interest in the Loan or under the Loan Documents to any Person Lender may disclose to any actual or potential assignee or participant any lnlonnation that Borrower has delivered Io Lender in connection with the Loan Documents; and Borrower shall moperate iuliy 'with Lender ln providing that inlorrnation 10.06 Sever-ability. Any prowsion ol any Loan Document which rs prohibited or uneniorceable In anyjurisdiction shalt, as to that jurisdictiont be ineffective to the extent of such prohibition or u‘nentorceabity without invalidating the remaining provisions cl that Loan Document or affecting the validity or enforceability cfthat protrusion tn any otherIurisdiction; empt that it such provision relates to the payment cl any monetary sum, then Lender may. at its option. declare all Obligations immediately due and payable 10.07 The Loan Documents may not be amended. changed. modified. altered or laminated without the priorwritten consent oi all Partiesto the respective Loan Document. 10.08 Governing Law. Except as expressly stated therein. the Loan Documents Mil be govenred and Interpreted by applying the laws ct the State ct Calilomla (the “Governing Law Slm') without regard lo its conict cl laws principles; except the mrtoaion. prioty and prowdures lor entommenl oi henson real property will be governed by the appiicable laws oi the slate where that real property is located Borrower understands that the laws of the Governing Law Stale may d‘rer from the Ian's oi the Slate where Borrower resides or olhenuiso is located or where the Collated is located. Borrower understands. agrees and acknowiedges that (a) this agreement and the transaction evidenced hereby have significant and substantial contacts wtth the Governing Law State. (b) it is ccnvenientto Borrowar and Lender to select the law ofthe Governing Law State to govern this agreement and the transactions evidenced hereby. (ct tho transactions evidenced by this agreement bear a reasonable connection to the lawsoi the Governing Law State. (d) the choice oi the lnlemal laws cl the Governing Law Stale was made lorgood and valid reasons. and (e) the choice ofthe Governing Law State constitutes good and valuable consideration tor Lender to enter into this agreement and Lender has entered into this agreement in reliance on this choice. 19.09 JURISDICTION AND VENUE. BORRDWER IRREVOCABLY AGREES THAT, AT THE OPTION OF- LENDER. ALL ACTIONS. PROCEEDINGS 0R COUNTEHCLAIMS ARISING OUT OF 0R RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL BE LITIGATED IN THE SUPERIOR COURT OF CALIFORNIA, FRESNO COUNTY. CALIFORNIA. OR THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF CALIFORNIA. BORROWER IRREVOCABLY CONSENTS T0 SERVICE, JURISDICTION. AND VENUE 0F THOSE COURTS FOR ALL SUCH ACTIONS. PROCEEDINGS AND COUNTERCIAIMS AND WAIVES ANY OTHER VENUE TO WHICH IT MIGHT BE ENTITLED BY VIRTUE OF DOMICILE, HABITUAL RESIDENCE OR OTHERWISE. FINAL JUDGMENT AGAINST BORROWER IN ANY SUCH ACTION. SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED iN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT, A CERTIFICATE OR EXEMPLIFIED COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW: BORROWER IRREVOCABLY WAIVES T0 THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (A) ANY OBJECTION WHICH IT MAY HAVE NOW OR IN THE FUTURE TO THE LAYING OF THE VENUE OF ANY SUCH ACTION. SUIT OR PROCEEDING Monterey Bay Land Iiotd'ngs 2019 RE Term Credit Agreement IN ANY COURT REFERRED T0 IN THE FIRST SENTENCE ABOVE: (B) ANY CLAIM THAT ANY SUCH ACTION, SUIT 0R PROCEEDING HAS BEEN BROUGHT IN AN |NCONVEHFENT FORUM: (C) ITS‘RIGHT 0F REMOVAL 0F ANY MATTER COMMENCED BY ANY OTHER PARTY IN THE COURTSOF THE STATE OF CALIFORNIA TO ANY COURT OF THE UNITED STATES OF AMERICA; (D) ANY IMMUNITY WHICH IT OR. ITS ASSETS MAY HAVE IN RESPECT OF ITS OBLTGATIONS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT FROM ANY SUIT. EXECUTION. ATTACHMENT (WHETHER PROVISIONAL OR FINAL. IN AID OF EXECUTION. BEFORE JUDGMENT OR OTHERWISE) OR OTHER, LEGAL PROCESS; AND (E) ANY RIGHT IT MAY HAVE T0 REQUIRE THE'MOVING PARTY IN ANY SUIT. ACTION 0R PROCEEDING BROUGHT IN ANY 0F THE COURTS REFERRED TO ABOVE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO POST SECURITY FOR THE COSTS OF BORROWER OR TO POST A BOND OR TO TAKE SIMILAR ACTION 10.10 Counts Exec . The Loan Documents may be executed in counterparts, each onhich will be an original and all of which logelher are deemed one and the same i'nslrumenl. 10.11 Della"; lmagad Regroduclinna. Lender may make an optically imaged reproductlrm o! any or all Loan Dammenls and, aI its eleclion. destroy the original or nn’glnals. Borrower consents lo the destruction olme original or ortglnals and agrees that a copy at Ina Optically imaged repmdudion oI any Loan Document wIII be the equivalent of and IoratE purposes constitute an “orrgtn‘at' document For purposes ofllris-seuion. ”for all purposes' includes use oI the optically imaged raptoduulion (a) to prove the content of the original document at tnai. rumination. nitration or admnlstralive nearing: (b) tor any business purpose: (c) fur intemat or external audits andlor examination by or on behalt of Governmental Authorities; (d) in canceling or lransterrrng any document: and tel rn conjunction with any other transaction evidenced by the original document, 10.12 Lender is authorized to execute any other documents or take any other actions necessary [o effectuate the Loan Documents and the consummation ol the transactions contemplated therein 10.13 gm. Lerrde'r‘ts authorized to order a credit report and verily all other credit information. including past and present loans and standard relerenoes from time lo time to evaluate the creditwmthiness of Bot-rowan Without Iirnittrlionr a capy or the consent tor release of information. general authorization or stmllar document on tile with Lender shall authorize third Persons to provide the information requested from time to time. 10:14 No Cons ction atnst o . Each Party has participated in negotiating and drattlng llrls agreement, so if an ambiguity ora question of intent or interpretation arises, this agreement is to be construed as if the parties had drafted ll jointly. as opposed to being construed against a Party because It was responsible for dratting one or more provisions oi this agreement. 10.15 INDEMNIFICATION. BORROWER SHALL DEFEND. INDEMNIFY AND HOLD LENDER AND iTS OFFICERS DIRECTORS. EMPLOYEES. PARTNERS, AGENTS. ATTORNEYS AND AFFILIATES (THE 'INDEMNIFIED‘ PERSONS‘) HARMLESS AGAINST ANY AND ALL LOSSES 0F ANY KIND 0R NATURE WHATSOEVER THAT MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY INDEMNIFIED PERSON ARISING OUT OF. IN ANY WAY CONNECTED WITH OR AS A RESULT OF; (I) THE EXECUTION OR DELIVERY 0F THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY. THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY; (It) THE USE OF THE PROCEEDS OF THE LOANS: (III) THE FAILURE BY BORROWER TO BORROW THE AMOUNT SPECIFIED IN A LOAN REQUEST (INCLUDING ANY FAILURE RESULTING FROM THE FAILURE TO FULFILL THE APPLICABLE CONDITIONS PRECEDENT). INCLUDING ANY LOSS OF ANTICIPATED PROFITS AND LOSSES BY REASON OF THE LIOUIDATION OR REEMPLOYMENT .OF DEPOSITS OR OTHER FUNDS ACQUIRED BY LENDER T0 FUND THE LOAN: (IV) SUCH INDEMNIFIED PERSON'S ACTS OR OMISSIONSWHICH RESULT FROM COMMUNICATIONS GIVEN OR PURPORTED TO BE GIVEN. BY BORROWER 0R ANY DESIGNATED PERSON, WHICH ARE INTERRUPTED. WHICH ARE MISUNDERSTOOD. 0R WHICH ARE IN FACT FROM UNAUTHORIZED PERSONS; (V) THE VIOLATION BY BORROWER OF ANY APPLICABLE LAW. INCLUDING ANY ENVIRONMENTAL LAW; (VI) THE RELIANCE BY LENDER ON EACH NOTICE PURPORTEOLY GIVEN BY OR ON BEHALF OF BORROWER: (VII) ANY BREACH BY BORROWER OF ANY OF ITS REPRESENTATIONS. WARRANTIES. COVENANTS OR AGREEMENTS UNDER ANY LOAN DOCUMENT. INCLUDING ANY DEFAULT OR EVENT OF DEFAULT; OR (Vlil) ANY CLAIM. LITIGATION. INVESTIGATTON OR PROCEEDING RELATED TO ANY OF THE FOREGOING. WHETHER OR NOT ANY lNDEMNIFIED PERSON IS A PARTY THERETO. OR ASSERTED AGAINST ANY INDEMNIFIED PERSON AS A RESULT 0F LENDER BEING PARTY TO THIS AGREEMENT OR THE TRANSACTIONS CONSUMMATED PURSUANT TO THISAGREEMENT; EXCEPT THAT BORROWER SHALL HAVE NO OBLIGATION TO AN INDEMNIFIED PERSON UNDER THIS SECTIONWITH RESPECT T0 LOSSES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT 0F THAT INDEMNIFIED PERSON AS DETERMINED BY THE Montemy Bey Land Holdings 2019 RE Tenn CredltAgroemml 115 FINAL JUDGMENT OF A COURT 0F COMPETENT JURISDICTION. IF AND T0 THE EXTENT THAT ANY INDEMNITY UNDER THE LOAN DOCUMENTS IN FAVOR. OF INDEMNIFIED PARTIES IS UNENFORCEABLE FOR ANY REASON. BORROWER SHALL MAKE THE MAXIMUM CONTRIBUTION T0 THE PAYMENT AND SATISFACTION THEREOF WHICH IS‘ PERMISSIBLE UNDER APPLICABLE LAW. ALL INDEMNITIES UNDER THE LOAN DOCUMENTS IN FAVOR 0F INDEMNIFIED PARTIES SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT 10.15 WAIVER 0F Tam. av Juan Tame EXTENT PERMMED av APPUCAaLE LAW. THE PARTIESIA) aovenm AND AGREE N01 to ELECTmam. BY JURY m ANY Action on'rnoceeoma FOR THE Rasmunon 0F ANY DISPUTE. comnovensY on CLAIM THAT Aalses 0U? on: on sewn-:5 to: (a) mus AGREEMENI; (u) ANY LOAN DOCUMENT; on (In)m5 TaAnsAcnons cONTEMPLAYEo HEREBY AND ’memv. wnsra‘an ARISING IN CONTRACT, Tom. BREACH 0F mm 0R 3v coMNON LAW 0R STATUTE (INDIVIDUALLY AND COLLECTIVELT,A “mm ANN. (a) HEREBY IRREVOCABLY wmve ALL RIGHT To A TRIAL BY JURY As To ANY ISSUE REMTING HER-Era IN ANY ACTION, PROCEEDING on coumsncLAINI ARISING OUT 0F on RELATING To ANY LOAN DOCUMENT To THE EXTENT sucn RIGHT EXISTS Now on IN THE FUTURE. THE PROVISIONSOF TI-IIS SECTION ARE SEPARATELY GIVEN eY EACH PARTY KNOWINOLY AND VOLUNTARILY: ANDARE A MATERIAL INOUOEMENT FOR LENDER ENTERINO INTO TNE LOAN UOOUNIENTS. 10.17 annnl 19 Judtclai Refarongé. II and IO me exIEnl _S_gglug 1mg Is delennined by a coun OI compeIenI gun'sdicuon Ia be IInaIIIOrcaabIS or Is otherwise not applied by any such OOLIIT. eauh OI The pares to This agreement hereby cans'anis and agrees thaI (a) any and all DISpUTeS shall be heard by a mime In accordance w‘rlh ms I'UIiIciw IaIerence provisions of CaIIIomia Code of CIvIl Procedure Section 638 el seq .‘Siltlng wilhoul a jury in the COIInIy of Fresno, Calliomlai (bl such referee shall hear and determine all OI the issues In any DispuIe (whether OI IacI orof law). includiru issues pertainlng IO a 'provisional remedy' as dened in Califoml‘a Coda OICMI Procedure Section 1281 ,8. Including wiIIIOuI limIIalion. enIenng restrainlng orders. entering temporary restraining orders. issuing temporary and permanenl injunctions and appolnllng receivers. and shall report a stalemenl OI decision, Embed m1. II during Iha courSe oi any Dispute any party desires to seek such a “provisional remedy” bul a reIeree has not been appointed, or is otherwise unavailable to hear the Ie’quesl forsuch provisional remedy. then such party may apply Io the SUperior Coun in the County of Fresno, Caiitomia for such 'prnvistanalreltet, and (c) pursuant Io CaIIIomla Code OI Civil ProcedLIre Seati’ans 644 and 645Jjudgment may be enIered upon the decision oi such referee in the same manner as lithe Dispute had been tried directly by a court The parties shall use their respecve commercially reasonable and good Iallh shorts to agree upon and select such referee. moddedm such reieree must he a retIred Caliiomia Elsie oriederal judge. further mgded that lhe parties Shall not seek Io appelhta referee that may be GISqua'IHEG Pursuant to California Code of Civil Procedure Sections 641 or 641.2. and fume; moulded that II the parties cannot agree upon a ra'Ieree wiltrin ten (IO) days alter one party serves a written notice oi intent Ior'judiu‘al reierence upon the other party or parties! then the referee shall be appointed by the Superior Court in the Countyol Fresno. Calitornia in accordance wIth California Code of Civil Procedure Section 640th). It a Dispute Includes multiple claims. some oi whldi are lound not subject to this Section, the parties shell stay the proceedings ot the Disputes or part or parts thereot notsubjeet to this Section until all other Disputes or parts thereot are resolved in accordance with this Section It there are Disputes by oragainsl multiple parties. some ofwhich are not Subtect to this Section, the parties shalt sever the Disputes subject to this Section and resolve them in accordance with this Section Each party hereto acknowledges that this consent and agreement is a material inducement to enter Into this agreEment, the Loan Documents and all otheragreernents and instruments provided tor herein or therein and that each wtil continue to be bound by and to rely on tins oonsentand agreement in their related future dealings. The parties shalt siterethe cost of the teieree and reierenc'e proceedings equally;mg m the reieree may award attorneys' tees and reimbursamonl ot the referee and raierence proceeding tees and costs to the prevailing party. whereupon all referee and relerenoe proceeding tees and charges wtll on payable by the hon-prevailing party [as so determined by the referee]. Each potty hereto turther warrants and represents that It has revteured this consent and agreernent with legal counsel at its own choosing or has had an opportunity to do sol and that ll mowingty anti voluntarily gnrao this consent and enters into this agreement having had the opportunity to consult with legal counsel. This consent and egrdanenl IS irrevocable. meaning that'it may not be modied either orally or In writing. and this consent and agreement shalt apply to any subsequent amendments. renewals. Supplements. or modications lo this agraemant or any outer agreement or document entered into between the parties in connedlon with this agreement or the transactIOna contemplated hereby. In the auentot litigation. this agreement may be tiled as evidence ot either or both partles' consent and agreement to have any and all Disputes heard and determined by a referee under Catitomia Code of Civil Procedure Section 638. Notwithstanding anything to the contrary contained herein. the parties acknowledge and agree that nothing in this Section shall be deemed to appty to or Ilmit the right Oi Lender (I) to exercise selt~ help remedies such as catch. or iii} to IoIecfoae Iudicialty or nonlodicialiy against any real or personal property collateral. or to exardse'tudtcial or nontudiciat powerot sale rights. or [tit] lo pursue rights against a person or entity In a third party proceeding in any action brought against Lender (including actions or proceedings in bankruptcy court) Lender may eorercrse the rights set torlli In the totegorng clauses I‘i) through (iii) before. during or altar the pendency oi any judicial reference proceedings Neither Mommy Bay Land funding; 2019 RE Tenn Credit Agmemnnt 116 the exercise of self-help remedies norms lnstltution ormaintenance of‘an action for loredOsure shall constitute a waiver of the n'ghl of any person or entity. indudlng the claimant in any such action. lo require submisslon lo judicial relerenoe the meriis of the Dispute, oocaslonlng reson i‘u such remedies. No provision in ihe Loan Documents regarding submission lo jurisdiction end/or venue-in any oourils intended or shall be construed to b'e ln derogation ot‘ihe provisions in any Loan Dowmentforiudlcial referenoe oi any Dispute. BORROWER INITIALS: .. .. .. . 10..‘Il§ BALL ml. THIS AGREEMENT PROVIDES FOR A BALLOON PAYMENT. BORROWER ACKNOWLEDGES THAT LENDER HAS NOT AGREED T0 REFINANCE THAT PAYMENT 10.19 USA Petrig Act Ngtlga. Federal law requires all nancial institutions to obtain‘ verify and record iniormatidn that identies each person who obtains a lean. Lender will ask tonne-Borrowers legal name. address. tax iD number or social Security number and otheridentifying intormalion. Lender may et'soaskior additional iniormation or’domtmeniation ortake other actions reasonably necessary to verify the identity of Borrower. any guarantors or other related persons. The parties have signed this agreement eecve as otthe day and year rst written above. BORROWER MONTEREY BAY LAND HOLDINGS. LLB, a Delaware limited liability oornp‘eny Address for notices: 130°10‘13“ Street. suite 100 By; 0‘33}; EMMDaEVaEssmnEBNTrGROUP; LLC. a Delaware limited Newport Beach. CA92660 P I" 9° Attention: Nell Brandom By: / . NEIL BRANDON! Manager LENDER Address tor notices: RABOBANK. NA. Rabo'bank. NA. _45 Er River Park Place West. Suite 401 Fresno. CA 93720 Attention: Commercial Loan Administration Services Mortimey' Bay Lend I'bidhgs 2019 RE Tam meritWent 117 mmammmmmunMMdmmmmmmamdmmdmmwmmmmmmwmm.hmmbhdmumdlmmmmummmmhmwmumwmmwmm mmhwmhmnrMIummmmhmdmmlnwmmmmmtmammoth. BORROWERWINS: 1m W musMW ms FOR Amoon PAYMENT! mamagamma: m7 LENDERHA5N01 Aeaezmoamumcsmar Pnmm 1M! 113W halal IlwmqJIu amulnmuudns I:Mmwwmlnmmn mmmmWwnwnam. WwfwmaWuWmmm.mmnmHm Mnummtwmhmmm LmmrmqwuthmlinmmrmmnmammurMmmrmnmymmwwmmygummmmwu The partleshavaslgnodils agraemenieauwasohadaymdyaarrslwen above. WE MONTEREY SAY LAND HOLDINGS. LLB. aMam Unied Wily company Mull in! from ‘. DUSTY ROAD iNVESYMW GROUP [LC a Delaware limited 1300 euan soul. Suns 1oo BY I . . Newer: am. cameo Mmm~ “MW?“ Mention: Ne! Brandom C2 z By: NEIL BRANDOM M61890! LENDER Address for notices: RABOBAM. NA. Rbobank. NA. :55.R1vetParkPiaoeWest.Sulb401 amun. CA 93720 W , Attendon: Commercial Loan MmWaUm Samoa Hm {MIMI Tulle: ldmmm ”why BayLmd [human RETum and!Mime"! 19 118 EXHIBIT "H" Monterey Bay Land Holdings 2019 RE Term Real Estate Term Loan: 5000974 .15 L 'N T $2,500,000.00 May 21. 2019 FOR VALUE RECEIVED. the undersigned (‘Borrowal’). hereby promises to pay lo the order of RABOBANK. N.A.. a national banking assoclation (’Lendef) the principal sum at Two Million Five Hundred Thousand Dollars and No Cents 61500900100) and Interest at the rate specied in the CreditAgreement between Bonnwer and Lender dated as at the date hereof (the 'CredltAga-eemgnt'). Principal and interest ate payable to Lender atthe times specied in the Credit Agreement All payments shall be made to Lender inlawiul money of the United States efAmerica at P.0. Box 6010, Santa Maria. CA 93456- 5010. or such other place as Lenderdireets, in same day tunds. Eachcapitallzed term used in this note thatis dened in the Cmdil Agreement will have the meaning specied in the Credit Agreement. This note will be interpreted in accordance with the Drafting Conventions. This note is relenred to in. and is subjectto the terms and conditions of the credit Agreement. Widtout limitation. the Credit Agmeme‘nt contains provisions ier acceleration of the maturity hereof upon the Occurrence of certain stated events. This note is secured by the Collateral Documents end all Liens upon and security interests created under any other written instntment or agreement stating expressly that it secures the indebtedness. liabilities or obligations oi Borrower under the terms and conditions ofthe Credit Agreement. BorrOWer has signed this note effective as ct the day and year rst written above. EM MONTEREY BAY LAND HOLDiNGS, LLG. a Delaware mlted liability oomoany By; DUSTY ROAD INVESTMENT GROUP. LLC, aDelawa're limited liability company. as Manager NEII‘. BRANDOM Manager 119 EXHIBIT "I" Monterey Bay Land Holdings 2019 RE Term Real Estate Tenn Loan: 500097-1 911M! This guatanty is dated as o! May 21. 2019, It is by NEIL BRANDOM to and In favor of RABOBANK. Mk. a national banking association ('Lender’) Lenderhas extended or wit! extend uedit orotner nancial awommodations lo MONTEREY BAY LAND HOLDINGS. LLC‘ a Delaware limited liability company ('Bmmmf). under the lerms and condilions ol a Credit Agreement between Bornower and Lander daled as ul the dale of this guaranty (that agreement. the 'Qedll grgmenl‘). Each capitalized term used in this guaranty that is dened in the Credit Agreement and not dened in this guaranty will have the meaning Specified in the Credit Agreement. This guaranty wilt be interpreted In accordance with the Drafting Conventions. Guarantor has an economic interest in Borroweror writ otherwise obtain a material nancial benet trom Lender's extension ol credit to Borrower. Lender requires that Guarantor execute this guaranty as acondition of the Credit Agreement To induce Lender to extend credit to Borrower. and in consideratiOn thereon Guarantor agrees; t. Guarangg. Guarantor absolutely. unconditionally and irrevocably guarantees to Lender the lull and prompt payment when due (whether at stated maturity or earlier, by reason of acceleration or clherwiset and at all times thereattar. and the tult and prompt performance when due. oi the Guaranteed Obligations (as defined herein), strictly in accordance with the terms cl this guaranty. the Credit Agreement and the other Loan Documents ll at any time Borrowu tails, neglects. or refuses to pay when due or periorrn when due any oi the Guaranteed Obligations. then Guarantor shall pay or periorm or cause to be performed euch Guaranteed Obllgations as required under the terms and conditions ct this guaranty and the Loan Documents. 2. Guaranteed animations, The term "Guaranteedmama means: (a) all Obligations (as dened in the Credit Agreement). including the Real Estate Term Loan Note dated as of the dale cl this guaranty. from Borrowerto Lender In the original principal amount ct 52.500.000.00. and all renewals. extensions. amendments. modications and restatements oi the foregoing; (b) all other obligations ol Borrowerto Lender, whether now existing or hereafter incurred or created, whether voluntary or involuntary, whether obligatory or nonobligatom whether due or not duet whether absolute or contingent. 0r whether incurred directly oracquirod by aesignment or otherwise: and (c) any oi the foregoing that arises after the ling ol a petition by or against Borrower under an insolvency Proceeding. 3. High; the Longer. Lender may perionn any or all of the lollowlng acts at any time. without notice to Guarantor and without affecting Guarantor's obligations under this guaranty: (a) create new Guaranteed Obligations. or alterthe terms oi any Guaranteed Obligation. including renewing. compromising. extending or accelerating. or otherwise changing the lime tor paymentcr performance of. or increasing or decreasing the rate of interest on. the Loan cr any portion thereof, (b) take and hold security for the payment and performance of the Guaranteed Obligations or this guaranty. accept additional orsubstituled security foreither. and subordinate, exchange. enforce. Waive. release, compromise. lal|=to perfect and sell or othervn’se dispose oi any such security: (a) direct the order and manner otany sale of all or any part ol any security now or talerlo be held forlhe Guaranteed Obligations or this guaranty. and the Lender may also bid at any such sale; (d) apply any payments or recoveries from Borrower, Guarantor or any othersource. and any proceeds oi any security. to the Guaranteed Obligations in such manner. order and priority as the Lender may elect. whether‘or not those obligations are guaranteed under this guaranty or secured at the time ol the application; (a) otherwise exercise any right or remedy it may have against Borrower. Guarantor or any other guarantor of the Guaranteed Obligations or any security interest it might have. including the right lo foreclose upon. any such security by iudcial or non-judicial foreclosure; (l) release Borrower of its liability tor the Loan or any portion thereof: 219 (g) subsuluta. add or release any one or more makers. guarantors orendorsers: (h) extend other crediltn Borrower. with or without taking or holding secuvily for the credit so extended; and ('r) aSSign the Guaranteed Obligations. this guaranty. or the other Loan Documentsin whole or in pad to the exlent provided in the Credit Agreement. 4. Guagany Absolute and Unconditional. Guamntoragrees that. so long as any Guaranteed Oblpgat’ions are unpaid or unsatised; Guarantor shall not be released by or because ol the taking. or failure to take. any action that might in any manner or to any extent vary the risks oi Guarantor under this guaranty or that. but tor this section. might disdlarge or otherwise reduce. limit. or modiiy Guarantor’s obligations under this guaranty Guarantor waives and surrenders any delense to any itabity under this guaranty based upon anysuch action. including butnol nmlted to any aotion oi Lender described in Section 3. it is the express intentoi Guarantor that Guarantor's obligations under this guaranty are and shall be absolute and unconditional. 5. Gammon; Waivers. Guarantor hereby irrevocably waiVes any defenses it may now have or hereafter acquire that relate in any way to any of the lottowlng: (a) any right to require Lender to proceed against Borrower or any other guarantor ol the Guaranteed Obligations, proceed against or exhaust any security received irom Borrower. Guarantor or any other guarantor ol the Guaranteed Obligations or otherwise marshal the assets of Borrower. Guarantor or-any other guarantor oi the Guaranteed Obligations. or pursue any other remedy tn Lender’s power whatsoever; (bi any defense arising as a resultoi Borrower’s use oi the proceeds oi any borrowing: (c) any detense that results from the absence. impairment or toss of any right of reimbursament. subrogatlon. coritnbutton or other right or remedy oi Guarantor against Borrower. any other guarantor ot'the Guaranteed Obligations or any seourity; (d) any setolf or counterclaim oi Borrower or any delense arising by reason oi any disability or other defense oi Borrower. or the cessation lrom any cause whatsoever oi the liability oi Borrower (including the tacit of validity or enioroeabiiity oi any Lean Document nr any agreement or instrument relating thereto); (e) any defense based on any claim that Guarantors obligations exceed or are more burdensome than those ol Borrower; end upon any law. rule or regulation Mitch provides that the obligation oi a surety must not be greater or more burdensome than the obligation of the principal; ti) the benetot any statute oi limitations affecting Guarantors liability hereunder; (g) any appraisement. valuation. stay. extension. moratorium. redemption or similar law or similar rights tor marshaiiing; (h) until all obligations oi Bonowerto Lender have terminated and all ot the Guaranteed Obligations have been fully. finally and indefeaslbly paid. any right to revoke this Guaranty; (l) any defense arising from an election tor the application of Section 1111(b)(2_) oi the Banlrnrptcy Code (Title ii. United Slates Code) or any successor statute which applies to the Guaranteed Obligations: (1) any defense based upon any borrowing or grant oi a security interest under Section 364 oi the Bankruptcy Code (Title it, United States Code) or any successor statute; (k) any taking. exchange. release or non-pedection oi any Collateral or any other collateral. or any taking. release or amendment or waiver of, or consent to departure from. any other guaranty. lor all or any of the Guaranteed Obligations; (l) any change. restructuring or termination ol the corporate structure or existence oi any Loan Party. (in) any failure on the part oi Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise). operations. performance. properties or prospects oi any other Loan Party now or hereafter known to Lender (Girarantoris Waiving any duty on the part of the Lender to disclose suoh inlormation); or (n) the railure oi any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction oi liability oi any other guarantor or surety with respect to the Guaranteed Obligations 6. Guarantor hereby uncondiu‘onally and irrevocably waives any right to revoke this guaranty and acknowledges that this guaranty is continuing in nature and applies to all Guaranteed Obligations; Whether existing Mei-toroy Bay Lnnd Holdirgs 2019 RE ism Guaranty to 220 now or in the luture, and shalt conlinue In eecl unlll all obligati'ons ol Lender io extend credlttu EurmWer have terminaled and all ofthe Guaranteed Obligations have been fully‘ nally and indeleasibly paid, 7. ajvgrol Submallon. So long as or any Guaranleed Obligations are unpaid 'or unsatised. Guarantor waives lo me extent permitted by Applicable Law any right ol subrogalioni reimbursement. indemnication. and contribution (contractual, statutory. or otherwise) including, without limitation. any claim or right oi subrogation under the Bankruptcy Code (Title lt, United Slates Code) or any sowesso'r statute. arising lrom .ttteexistence or periormanoe of this guaranty. and Guarantor waives to the extent permitted by Applicable Law any right to enforce any remedy that Lender now has or may hereaer have against Borrower, and waives any benet of, and any riglil to participate in. any security now or hereafter held by Lender. 8. Waiverot Hogans. Guarantor waives all presentments, demands for pedormance‘, notices oi nonperlon-nance. protests, notices of protest. notices ot dishonor. notices ot intent to accelerate. notices of acceleration, notices oi any suit or any other action against Borrower or any otherFerson. any other notices to any party liable on any Loan Document (including Guarantor). noticas oi acceptance of this guaranty. notices oi the existence, creation. or lnourring oi new or additional Guaranteed Obligations or any other indebtedness. liabilities or obligations 'ot Borrower to Lender, and notices oi any tact that might increase Guarantor's risk. 9. aivers o! Other Righg grid Detenses. ta) GUARANTOR HEREBY FURTHER WAIVES ANY RIGHTS OF SUBROGATION, REiMBURSEMENT. INDEMNIFICATION. AND CONTRIBUTION 0F ANY OTHER RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE T0 GUARANTOR BY REASON 0F SECTIONS 2737 TO 2855. INCLUSIVE. SECTION 2899 0R SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SECTION 3605 OF THE CALIFORNIA COMMERCIAL CODE. GUARANTOR HAS BEEN MADE AWARE 0F THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 2856, HAS READ AND UNDERSTANDS THE PROVISIONS OF THAT STATUTE, HAS BEEN ADVISED BY ITS COUNSEL AS TO THE SCOPE. PURPOSE AND EFFECT OF THAT STATUTE. AND BASED THEREON, AND WITHOUT LIMITING THE FOREGOING WAIVERS, GUARANTOR AGREES TO WAIVE ALL SURETYSHIP RIGHTS AND DEFENSES DESCRIBED IN CALIFORNIA CIVIL CODE SECTION 2856(a) (b) The provisions of thismay} are applicable It any Guaranteed Obligation is or becomes secured by real property; (i) Guarantor waives all rights and defenses that Guarantormay have because any ofthe Guaranteed Obligations ls secured by real property. This means. among otherthings: (i) Lendermay collect lrorn Guarantor without rst foreclosing on any real or personal property collateral pledged by Borrowar, and (it) it Lender torecloses on any real property collateral pledged by Borrower: (i) the amount ol the Guaranteed Obligations may be reduced only by the price tor which that collateral is sold at the foreclosure sale. even it the collateral is worth morethan the sale price, and (2) Lender may collect from Guarantor even if Lender. by foreclosing on the real property collateral. has destroyed any tight Guarantor may have to collect from Borrower. This is an irrevocable and unconditional waiveroi any rights and defenses Guarantor may have because any oi the Guaranteed Obligations is secured by real property. THESE RIGHTS AND DEFENSES INCLUDE. BUT ARE NOT LIMITED TO, ANY RIGHTS’OR DEFENSES BASED UPON SECTION 5803. 580b, 580d. OR 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. (ii) Guarantor waives all rights and defenses arising out oi an election of remedies by Lender, even though the election oi remedies, such as non-judicial loreciowre with respect to security tor any Guaranteed Obligation, has destroyed Guarantor's lights of subrogation and reimbursement against the principal under the Guaranteed Obligation by the operation oi Section 580d of the Code of .Civii Procedure or otherwise. to. Fraudulent Trnnster Limitation It. in any action to enlorce this guaranty. any court oi competent iurisdiclion determines that entorcement oi it against Guarantor iorthe lull amount of the Guaranteed Obligations is not lawlui underor wanid be subject to avoidance under Section 548 of the Bankruptcy Code (Title ti. United States Code) or any successor statute. or any comparable state law. the liability ol Guarantor under this guaranty shalt be limited to the maximum amount lawful and not subject to such avoidance. it. Security. To secure all oi Guarantors obiigah'ons hereunder. Guarantor hereby assigns and grants to Lendera security interest in all moneys. securities, and otherproperty oquarantor nowor hereaiier in the possession oi Lender. all deposit accounts ol Guarantor maintained with Lender. and all proceeds thereoi. Upon deiauttor breach oi any oi Guarantors obligations io Lender. Lender may apply any deposit account lo reduce the Guaranteed Obligations. and may foreclose on any collateral as provided in the UCC and in any security agreements between Lender and Guarantor. Montoroy BayLand tioidngs 2(th RE Term Gummty 221 ._ _. .._ ._ - . - ._ _- ._ ._ 12. If this guaranty ls revoked. returned. or ganceiad. and subsequently any payment ortramier at any interas! in properly by Sorrows: lo Lenderls resdnded or muslberetumad by Lender lo Bmowet. lhis guaranty shall b'e reinstaled with respect teeny such paymen! or transfer. regardless oi'any such prior ravacalinn. return. or cancellanm 134 gag of Accelerating. In the even! Lhal acceleration of the time lor payment of any o! the Guaranteed Obligations is stayed upon the insolvencyi bankruptcy, or reorganization ol Borrower or otherwise. all such Guaranteed Obligations guaranteed by Guarantor shalt nonetheless be payable by Guarantor Immediately it requested by Lander. 14. Subordination, Any obligations of Borrowerto Guarantor, nowor hereafter existing. including but not limited lo any obligations to Guarantor as subrogee of Lender or resulting irom Guarantors performance under this guaranty, are hereby subordinated to the Guaranteed Obligations. in addition to Guarantor‘s waiver of any right oi subrogation as set torth in this guaranty with respect to any obllgallons oi Borrower to Guarantor as subrogee oi Lender, Guarantor agrees that! itLendar so requests. Guarantor shalt not demand. lake. or recelve from Borrower. by seloff or in any othermanner. payment of any other obligations of Borrower to Guarantor until the Guaranteed Obligations has been paid in tull and any commitments ot Lender or tacillties provided by Lender with respect to the Guaranteed Obligations have been terminated, ll any payments are received by GuarantOr in violation oi suoh waiver or agreement, such payments shall bereeeived by Guarantor as trustee for Lender and shall be paid overto Lender on account oi the Guaranteed Obligations but withoutradudng or aecting in any manner the liability oi Guarantor under the other provisions oithis guaranty, Any security interest, lien, or other enoumbranoe that Guarantor may now or hereafter have on any property oi Borroweris hereby subordinated to any security interesti lien; or other encumbrance that Lender may have on any such property. ts. Guarantor represents and Warrants to Lender that, (a) Guaranior's correct legal name is as shown next to Guarantor's signature below: (b) the address ior delivery oi noticesto Guarantor hereunder is shown next to Guarantor: signature below; (c) Guarantor is oi the age oi majority and may enter into contracts which are entoroeable under the laws oi the state oi Guarantor‘s residence; (d) to Guarantor's knowledge. this guaranty and the otherLoan Documents to which Guarantor is a party do not conict with any Applicable Law. and no action, consent or approval is required by any Governmental Authority or any other Person in connectton with the exewtion. delivery and pertonnanoe by Guarantor oi this guaranty and the other loan documents to which it is a party: (e) this guaranty arid the other Loan Documents to which Guarantor is a party are legalr valid and binding agreements oi Guarantor. enlorwabta against Guarantor in accordance with their terms and any instrument or agreement required hereunder or thereunder. when executed and delivered. shall be similarly legal, valid. binding and enforceable: (i) the Financial Information is complete and accurate. correct and sutcientiy complete in all material respects as lo the nancial condition oi Guarantoriand. if applicable. any partners. shareholders. members. or other principals oi Guarantorh including any material contingent liabilities. and since the date such Financial Information was provided to Lender, there has been no material adverse change In the financial condition cl Guarantor (and. ii applicable. such other Persons); (9) ail tniorntaiion submitted to Lender by or on behalf of Guarantor in connection with this guaranty and the other Loan Documents is correct. complete. and not misleading lri any material respect: (h) there is no law$uit. tax claim or other dispute pending or threatened against Guarantor; it) Guarantor is not the subject of any judgment, writ. injunction. decree. or rule of any court. arbitrator or other Governmental Authority: (j) this guaranty does not conflict with. nor is Guarantor in dela'ult under. any agreement or arrangement in eitecl providing tor or relating Io extensions oi credit or other indebtedness or any nature in respect ol which Guarantor is in any manner directly or contingently obligated; (it) Guarantor has tiled all to); returns (federal. state. and local) required to be fried and have paid ail taxes, assessments. and goVemmental charges and levies thereon to be due, including interest and penalties; (I) Guarantor has not received any notice oi violation of any applicable laws. is in compliance with alt Appliwbie Laws. and there are no claims. actions. proceedings or investigations pending or threatened against Guarantor with respect to any violations of Applicable Laws: and Monterey Bay Land Holdings 2019 RE Term Camranty 222 (m) Guarantor knows of no event Which is, or with notice or lapse of lime or both would be. an Evenl of Default. 16. SUBMISSIONS. GUARANTOR'S SUBMISSION OF ANY REPORT; RECORD OR OTHER INFORMATION. FROM TIME TO TIME.WHETHER DRNOT REQUIRED UNDER THE LOAN DOCUMENTS, WILL BE DEEMED TO BE ACCOMPANIED BY A REPRESENTATION AND WARRANTY BY GUARANTOR THAT SUCH REPORT. RECORD OR INFORMATION IS COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS. AS OF THE DATE OF SUCH SUBMISSION AND DOES NOT OMIT T0 STATE ANY MATERIAL FACT NECESSARY T0 MAKE THE INFORMATION CONTAINED THEREIN NOT MISLEADING. 17. Guannjgr Covenant». So long as orany Guaranteed Obligations are unpaid or unsalised; Guaranior shall fumish to Lender all documents relating In Guarantoras required in [he Reporting Requirements seciion of lhe Credit Agreemenl and shall comply wilh any covenants and/or restrictions thal relate to Guarantor under [he Credit Agreement. In addition. Guarantor shall: (a) comply in. all respects with all Applicable Laws and pay before delinquency, all taxes, assessments, and govemmenlal charges Imposed upon the Guarantor or its properly: (b) maintain and preserve all rights privileges. and franchises Guarantor now has; an‘d make any repairs. renewals. orreplaoemems to keep the Guarantor’s properties tn good working condition; and (c) at any reasonable lime and Irom time to time, permit Lender or any of its agents or representatives to examine and make copies ol any abstracts from the records and books oi, and visit the properties ol. Guarantor and to discuss the attairs, linances. and accounts oi Guarantor with (il Guarantor is other than a natural person) olllcers, directors, partners, or managers or Guarantor. as applicable; Guarantors independent accountants; and any other Person dealing with Guarantor. 18. Event: o! Dell The occurrence ol any ol the tollowing shall constitute an "ght n!Defau_lt' under this guaranty: (a) an Event ul Default (es dened in the Credit Agreement); lb) Guarantor tails to perion'n any oI the Guaranteed Obligations: to) Guarantor revokes this guaranty (orattempts to revoke this guaranty) or this guaranty becomes inelteciive for any reason; (d) a defaultunder any agreement orundenaking to wtttclr Guarantor is a party omer than the Loan Documents, which is not cured with any applicable cure or grace period, it any; (e) a Material Adverse Effect as to Guarantor; (l) the dissolution of Guarantor or death ot Guarantor: and (g) the occurrence or nonoocu‘rrenoe of any event or events which causes Lender to deem itsell insecure. 19. gmedles‘ Upon an Event ol Default. Lender shall hat/e ali of the remedies oi a creditor and, to the extent applicable, ol a secured party, under all Applicable Law. lMthout limitation. to the extent permitted by law Lender may. at its option and without notice or demand; (a) declare any Guaranteed Obligations due and payable at once: and (b) take possession of any unilateral pledged by Borrower or Guarantor, wherever located. and sell, resell, assrgn, transfer. and deliver all or any part nt the collateral at any public or private sate or otherwise dispose of any or all oi the oollateralin its then oondltlun, tor cash oron credit or for tuture delivery. and in connection therewith Lendermay impose reasonable conditions upon any such sale: and set oti against any or all liabilities of Guarantor all money owed by Lender or any of its agents or afliates in any capacity to Guarantor. whether or not due, and also set oft against all other liabilities oi Guarantorto Lender all money owed by Lender tn any capacity to Guarantor. Lender. unless prohibited by law the provisions of which mnnot be waived. may purchase all or any part of the collateral to be sold. tree from and discharged oi all trusts. claims. rights otredernption and equities of Borrower or Guarantor whatsoever. It exercised by Lender, Lender shall be deemed to have exercised its right oi setolt and to have made e charge against any such money immediately upon the occurrence of such default although made or entered on the books subsequent thereto. Notwithstanding the toregoing provision ol this paragraph, in the event of an actual or deemed entry of an order lor relief with respect to Guarantor underthe Bankruptcy Code (Title 11, United States Code) or any successor statute, the Guaranteed Obligations shall automatically become due and payable. 20. l o n R a t Bo r and the Collateral. Before signing this guaranty. Guarantor investigated the financial condition and business operations of BorrOWer. the present and former condition. uses and ownership ot the collateral, and such other matters as Guarantor deemed appropriate to assure Itselt ot Borrowers ability to discharge its obligations underthe Loan Documents. Guarantor assumes full responsibity for that due diligence, as well as tor keeping informed of all matters which may affect BorroWet‘s ability to pay and perform its obligations to Lender Lender has no duty to disclose to Guarantor any iniorrnetidn which Lendermay have or receive about BorroWers financial condition or busrness operations. the condition or uses of the collateral, or any other circumstances bearing on Borrowers ability to perform. Monierey Bay Lend Holden: 2019 RE Tenn Guaranty 223 21. ll Lender i's required to pay. retum or restore lo Bonower or any olhex parsan any amounts previously paid on the Loan because of any Insolvency Proceeding of Borrowerl any stop notice or any other reason, the obligations of Guarantor shall be reinstated and revived and the rights ei Lender shall continue with regard lo such amounts, all as though they had never been paid, 22. Lender may. at its option. pay any tax. assessmenl. or other govemmenlal levy. any insurance promium or any other Expense or charge required to be paid orcaused lo be paid by Guaranior under ihe terms oi any Collateral Document, li any. in which Guarantor is a party (and not timely paid by Guarantor] {those Collateral Documents. goong CoiietgaDom ' anti all such payments. ”LanderMammy), Guarantor shall pay on demand (a) Lender Advancements: (b) all costs and expenses incurred by Lender in connection wnh the preparation. execution. delivery. tiling. and administration oi the Loan Dowmonts to whim Guarantor is a party or required under any Loan Document to‘vrhich Guarantor is a party {including Legai Fees incurred in connection with the preparation oi the Loan Documents and advising Lender as to its rights) (c) the cost oi any credit verication reports and eld examinations oi Guarantor‘s books and reoordsi inspectiOns oi the Collateral granted by Guarantor under any Guarantor Collateral Documents, it any; appraisals and reappraisals oi the Collateral granted by Guarantor under any Guarantor Collateral Documents. ii any. required by Lender. surveys and environmental site assessments oi any real property included in the collateral. and title insurance required by Lender, and appraisals and reappraisals oi the Collateral granted by Guarantor required by Lender. (d) all costs and expenses incurred by Lender in connection with enforcement of the Loan Documents to which Guarantor is a party or required under any Loan Document to which Guarantor is a party, or any amendment. modication; or supplement thereto, whether by negotiation. legal proceemngs. or otherwise. including in the context of any insolvency Proceeding; (e) all sums advanced or spent by Lender tor the maintenance or preservation oi the Collateral granted by Guarantor under any Guarantor Collateral Document. ll any; and it) all other expenditures that Lendermay make underthe provisions oi the Loan Documents ortor the benet of Guarantor including Legal Faes. 23. Additional agd irrdgmdentobugotiggg. Guarantors obligations under this guaranty are in addib'on to its obligations under any other existing or future guaranties, each oi which shall remain in full toroe and effect until it is expressly modied or released in a writing signed by Lender. Guarantor’s obligations under this guaranty are independent oithose oi the Borrower. Lendermay bring a separate action, or commence a separate reference or arbitration proceeding against Guarantor without rst proceeding against the Bonower. any other Person or any security that Lender may hold. and without pursuing any other remedy. The rights oi Lender under this guaranty shalt not be exhausted by any action by Lender until the Guaranteed Obligations have been paid and performed in lull 24. Ampnttng Niger‘s. All accounting terms not specically dened herein shell be construed in accordance with GAAP Guarantor shall not change the manner in which either the tast day of its scal year or the last days oi the rst three scal quarters ct its scal years is calculated. 25. Notices. All notices, approvals. consents. and other communications under this guaranty (“Mung“) must be given in accordance with and will be subject to the terms and provisions oi the Credit Agreement Notices must be mailed or delivered. ii to Guarantor, to the address adjacent Guarantors signature below. ii to Lender. to 45 E River Pant Place West, Suite 401. Fresno. CA 93720, Attention: Commercial Loan Administration Services; and in the case ot-any other Person, to the address designated by that Person in a notice to Guarantor and Lender 26. Genera]. This guaranty may be executed in counterparts. each olwhich Mil be an original and all oi wnich together are deemed one and the same instrument. This guaranty shall be interpreted in light oi the Draiting Conventions specied in the Credit Agreement. which conventions are incorporated herein by this rolerence. No provision orwalverin this guaranty shall be construed as limiting the generality of any other waiver contained in this guaranty. Each Party has participated in negotiating and drafting this guaranty, so ll an ambiguity ora question ol intent or interpretation arises. this guaranty is to be construed as it the parties had drafted itjointly. as opposed to being construed against a Party because it was responsible tor drafting one or more provisions of this guaranty. This guaranty shall inure to tire benefit ct and shall be binding upon the parties and their respective successors and assigns: provided. that Guarantor shall not assign its rights or obligations hereunder ’without Lenders prior written consent. Lender may iransier all or any portion oi its rights under this guaranty and the Loan Documents to any other Person. Lendernrey disclose to any actual or proposed transleree' any lnlormation that Guarantor has delivered to Lender ln connection Mth the negotiation oi this guaranty orpursuant to the Loan Documents: and Guarantor shalt cooperate fully with Lender in providing that Iniormation to any actual or proposed transleree. All rights and remedies under this guaranty and the Secured Obligation Documents are cumulative, and the exercise ol any one or more oi them does not constitute an electron oi remedies. Any provision ot any Secured Obligation Documentwhich is prohibited or unenlorceable in any iunsdiction shall. as to that iurisdtction. be inettective to the extent oi sudi prohibition or unenforceabiliiy without invalidating the remaining provisions oi that Secured Obligation Document or affecting the validity or eniorceabiliiy o'lthat provision in any otherjurisdiction: Monlorey Bay Land Holdings 20W RE iernr Guamty 224 .'r - except mat it such pmvrsion relates to the payment or any monetary sum, then Lendermny; a1 Its option. declare all Guaranteed Obligalions immediaiely due and payable This guaranly may not be amended. changed, modied. altered or lerminaled 'wllhoul the prior Wrlnen consent of Lender. 27. thignligns of 513mg Eeggng. Guatantor signs lhls guaranty on his or herown behalland on behalf of Guarantol’s marital community, ll any and agrees that racoursernay be had againsl community assets. ll any. and against Guarantor‘s separate property tor 'me satisfaction of all indebtedness, liabilities and obligaons ot Guarantor under this guaranty 28. Qpticailg imaged Ragrununns. Lender may make an optically imaged reproduction ol any or all Loan Documents and. at its election. destroythe originator originals. Guarantoroonsents tothe destruction olthe original or originals and agrees that a copy of the optically imaged reproduction ol any Loan Document writ be the equivalent of and for all purposes constitute an “original' document. For purposes of this section. 'lor all purposes' includes use of the optically imaged reproducllon (a) to prove the content of the original document at trial. mediation; arbitration or administrative hearing; (b) for any business purpose; (c) for internal or external audits androreiramination by or (in behallol Governmental Authorities: (d) in canceng ortransferring any document; and (el in conjunction with any other transaction arridenoed by the original document. 29. Entire Amalgam. This guaranty: (i) represents the sum ol the understandings and agreements between Lenderand Guarantor concerning this credit: () replaces any prior oral or written agreements between Lenderand Guarantor concerning this credit: and (till is Intended by Lender and Guarantor as the final. complete and exclusive statement oi the lam-rs agreed to by themt ln the event of any conict beMoen this guaranty and any other agreements required by this guaranty this guaranty will prevail. 30. Qeming Law. This guaranty will be govemed and interpreted by applying the laws ot the State oi California (the ‘guemjgg Lag: gale") without regard to its conflict of laws principles; except the perfection‘ priority and procedures for enlorcement of liens on teal property will be governed by the applicable lawa of the state where that real property is located. GuarantOr understands that the laws of the Gwerning Law State may ditter from the laws ol the State where Guarantor resides or otherwise is located or where the Collateral is located. Guarantor understands, agrees and acknowledges that (a) this agreement and the transaction evidenced hereby have signicant and substantial contacts with the Governing Law State, lb) it is convenient to Guarantor and Lender to select the law or the Governing Law State to govern this agreement and the transactions evidenced hereby. (c) the transactions evidenced by this agreement bear a reasonable connection to the laws oi the Governing law State. (cl) the choice oi the internal laws 0t the Governing Law State was made tor good and valid reasons. and (e) the choice oi the Govaming Law State constitutes good and valuable consideration tor Lander to enter into this agreement and Lenderhas entered into this agreement in reliance on this choice. 31. JURISDICTEQN ND gEg. GUARANTOR IRREVOCABLY AGREES THAT. AT THE OPTION OF LENDER. ALL ACTIONS, PROCEEDINGS 0R. COUNTERCIAIMS ARISING OUT OF 0R RELATING TO THIS GUARANTY 0R ANY OTHER LOAN DOCUMENT WILL BE LITIGATED IN THE SUPERIOR COURT 0F CALIFORNIA. FRESNO COUNTY. CALIFORNIA. 0R THE UNETED STATES DISTRICT COURT FDR THE. EASTERN DISTRICT 0F CALIFORNIA. GUARANTOR IRREVOCABLY CONSENT-S T0 SERVICE, JURISDICTION, AND VENUE OF THOSE COURTS FOR ALL SUCH ACTIONS. PROCEEDINGS AND COUNTERCLAIMS ANDWAIVES ANY OTHER VENUE TO WHICH IT MIGHT BE ENTITLED BY VIRTUE OF DOMICILE, HABITUAI. RESIDENCE OR OTHERWISE. FINAL JUDGMENT AGAINST GUARANTOR IN ANY SUCH ACTION. SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER (JURISDICTION BY SUIT ON THE JUDGMENT. A CERTIFICATE OR EXEMPLIFIED COPY 0F WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. GUARANTOR IRREVOCABLY WAIVES T0 THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (A) ANY'OBJECTION WHICH IT MAY HAVE NOW OR IN THE FUTURE TO THE LAYING OF THE VENUE OF ANY SUCH ACTION. SUIT OR PROCEEDING IN ANY COURT REFERRED TO IN THE FIRST SENTENCE ABOVE: (B) ANY CLAIM THAT ANY SUCH ACTION. SUIT OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; (C) ITS RIGHT OF REMOVAL OF ANY MATTER COMMENCEO BY ANY OTHER PARTY IN THE COURTS OF THE STATE OF CALIFORNIA TO ANY COURT 0F THE UNITED STATES OF AMERICA: (D) ANY IMMUNITY WHICH IT 0R ITS ASSETS MAY HAVE IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT FROM ANY SUIT, EXECUTION, ATTACHMENT (WHETHER PROVISIONAL OR FINAL. IN AID OF EXECUTION. BEFORE JUDGMENT OR OTHERWISE) 0R OTHER LEGAL PROCESS: AND (E) ANY RIGHT ITMAY HAVE TO REQUIRE THE MOVING PARTY IN ANY SUIT. ACTION OR PROCEEDING BROUGHT IN ANY OF THE COURTS REFERRED TO ABOVE ARISING OUT OF OR IN CONNECTION WITH. THIS GUARANTY OR ANY OTHER LOAN DOCUMENT TO POST SECURITY FOR THE. COSTS OF GUARANTOR OR T0 POST A BOND OR TO TAKE SIMILAR ACTION. 32. gredtt Rggort. Lender ls authorized to order a credit report and verity all other credit information. including past and present loans and standard reierenoes trorn time to time to evaluate the cradliwodhlness oi Guarantor. Without Mmramy Bar land Holdings 20w RE Term Granary 225 ilmation. a copy oi the consent for release 01 Inlormalia‘ni general authorization or similar document on le with Lender shall authorize third Persons lo provide the information requested lrom time lo time. 33. WAIVER OF TRIAL BY JUR‘L TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR (A) COVENANTS AND AGREES NOT TO ELECT A TRIALBY JURY IN ANY ACTION OR PROCEEDING FOR THE RESOLUTION 0F ANY DISPUTE. CONTHOVERSY 0R CLAIM THAT ARI‘SES OUT 0F OR RELATES T0: (I) THIS GUARANTY; 0R III) ANY GUARANTEED OBLIGATION, WHETHER ARISING IN CONTRACT. TORT. BREACH 0F DUTY OR BY COMMON LAW OR STATUTE (INDIVIDUALLY A "QISFUTE"_); AND, [BHJAWES ANY RIGHT TO A TRIAL BY JURY IN ANY CONTROVERSY OR CLAIM TO THE EXTENT SUCH RIGHT EXISTS HOW OR IN THE FUTURE. THE PROVISIONS OF THIS SECTION ARE GIVEN KNOWINGLY AND VOLUNTARILY; AND ARE A MATERIAL INDUCEMENT FOR LENDER ENTERING INTO THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENT$ 34‘ Consent ta Juidal Reterence. If and to the extent Section 3g is determined by a court ol competent junsdtctlon to be unentorceabte or is otherwise not applied by any such court. each oi the parties tn this agreement hereby consents and agrees that (a) any and all Disputes shalt be heard by a reieree in accordance with the ludicial reference provisions nt California Code at Civil Procedure Section 638 el seq. sitting wrthout a Jury in the County ot Fresno. Calilornia. (b) such releree shalt hear and determine all at the issues tn any Dispute (whether ol tact or ot law), Including issues pertaining lo a 'provisional remedy” as dened in Calilornia Code or Civil Procedure Section 1281.8. including without limitation. entering restraining orders. entering temporary restraining orders, issuing temporary and pennanenl injunctions and appointing receivers, and shall report a statement of decision; omitted thin ii during the course ol any Dispute any party desires to seek such a ”provisional renieoy' but a releree has not been appointed. or is otherwise unavailable to hearthe request tor such provisional remedy. then such party may apply to the Superior Court in the County oi Fresno. Calitornia tor such provisional retiei. and (ct pursuant to California Code of Civil Procedure Sections 644 and 645. judgment may be entered upon the decision of such referee in the same manner as ii the Dispute had been tried directly by a court. The parties shall use their respecllve commercially reasonable and good faith eitorts to agree upon and select such reterae. minded tn_at such reteree must be a retired California state or iederaljudge. {unher ganged that the parties shall not seek to appoint a referee that may be disqualied pursuant to Colitomia Code of Civil Procedure Sections 641 or 641.2. and iunher mottled that ii the parties cannot agree upon a reieree within ten (10} days after one pany serves a written notice oI intent tor judimal tolerance upon the other party or parties. than the reieree shall be appointed by the Superior Court in the County oIFnesno. California irt amordortoath‘lth Calitornia Soda oI Civil Procedure Section 640th), Iia Dispute includes multiple claims. some of which are found not subtcot to this Section. the parties shall stay the proceedings oi the Disputes or pert or parts thereof not subtect to this Section until all other Disputes or pans thereof are resolved in accordance with this Section lithere are Disputes by or against multiple patties. some ct which are not subject to this section. the parties shall severthe Disputes subject to this Section and resolve them in accordance Mitt this Section. Each party hereto acknowledges that this consent and agreement is a material inducement to enlarinto this agreement. the Loan Documents and all other agreements and lnstmments provided tor herein ortheretrr. and that each wilt continue to be. boond by and to rely on this consent and agreement in therr related lutur‘e dealings. The parties shall share the cost ot the reteree and reierence proceedings equally; groytdedm the referee may award attomeys‘ toes and reimbursement ol the related and tolerance proceedng fees and coats to the prevailing party. whereupon all referee and retwanoe proceeding lees and charges will be payable by the nan-prevailing pony (as so dolemrined by the relates}. Each party hereto turthar warrants and represents that it has reviewed this consent and agreement with legal counsel ol Its own choosing. or has had an opportunity to do so, and that it knowingly and voluntarily gives this consent and enters into this agreement having had the opportunityto consult with legal counsel. This consent and agreement ls irrevocable. meaning that it may not be modied eitherorally or in writing. and this consent and agreement shall apply to any subsequent amendments, renewals. supplements. or modifications lo this agreement or any other agreement or document entered into between the parties in connection with this agreement or the transactions contemplated hereby. tn the event oi litigation. this agreement may be led as evidence ol either or both paniea’ consent and agreement to have any and all Disputes heard and determined by a referee tinder Calilomie Code of Civil Procedure Section 638. Notwithstanding anything to Ihe contrary contained herein. the parties acknowledge and agree that nothing in this Section shall be deemed to apply to or limit the right oi Lender (i) to exercise sett- help remedies such as setolt. or (It) to ioreclose iudrcialty or noniudicially against any real or parsOnal property unilateral. orto exercise judicial or noniudicial power ol sale rights. or (iii) to pursue rights against a person or entity in a third party proceeding in any action broughtagainst Lender (including actions or proceedings in bankmplcy court) Lender may exercise the rights set ionh in the toregoing clauses (r) Utrough (Ill) belore. during or alter the pendency ol any Judicial retereme proceedings. Neither the exercise oi sell-help remedies nor the institution or maintenance ol an action for foreclosure shall constitute a waiver ol the right ot any person or entity. Including the daimant in any such action. to require submission tojudicial reference the merits oi the Dispute oocaston'ing resort to such remedies, No provision in the Loan Documents regarding submission to iunsdiction and/or venue in any court is intended or shall be construed to he in derogation oi the provisions ln any Loan Document loriudiciai relerenoe oi any DiSpute Monteroy {lay Land Itdd'ngr mtg RE Term Guaranty 226 GUARANTUR INITIALS: Mg Guarantor is signing this guarantyWe as ofthe day and year ISt written abdva GUARANTOR Mdress turnom; K momsueemunem ., H. I IE. II I mm.“ NEIL BRANDON Wan, Land Hamszmns Tam Guamly 9 227 EXHIBIT "J" Monterey Bay Land Holdings 2019 RE Term Real Estate Term Loant«500097.1 GUAMM 1’ This guaIanty is dated as of May 21, 2019‘ It is by CHRISTOPHER YELICH lo and In favorol RABOBANK. N.A.. a national banking association ('Lggar). Lender has extended or wilt extend credit or other nancial accommodations lo MONTEREY BAY LAND HOLDINGS. LLC; a Delaware limited Mabllily company ('m'), under lhe terms and condiHOns of a Credit Agreemenl between Borrower and Lender dared as of the date of this guaranty (thalagreemenl. the ‘gredigmreemenw. Each capilazed term used In this guaranty that is dened in the Credit Agreement and not dened In this guaranty wtll have the meaning specied in the Credit Agreement. This guaranty will be interpreted in accordance withthe Drafting Conventions. Guarantor has an economic interest in Borrower or will otherwise obtain a matenat financial benet from Lender's extenston at credit to Borrower. Lender requires that Guarantor execute this guaranty as a condition of the Credit Agreement. To induce Lender to extend credit to Borrower, and In consideration thereot. Guarantor agrees: 1. Gunman. Guarantor absolutely. uncondttionally and irrevoeebty guarantees to Lendertlie lull and prompt payment when due (whether at stated maturity or earlier, by reason oi acceleration or otherwise). and at all limes thereafter. and the luli and prompt pertormance when due. ol the Guaranteed Obligations (as dened herein). strictly in accordance with the terms ot this guaranty. the Credit Agreement and the other Loan Documents ti at anytime Borrowerialls. neglects. or retuses to pay when due or pertorrn when due any of the Guaranteed Obligations. then Guarantor shall pay or periorm or cause to be periomied suchzisuaranteed Obligations as required under the terms and conditions oi this guaranty and the Loan Documents, Zr Guaranteed Qbllggtiona. The term 'Gmgm‘ means: (a) all Obligations (as dened in the Credit Agreement), including the Real Estate Ten'n Loan Note dated as of the date oi this guaranty. from Borrower to Lenderin the original principal amount ot 52.500.000t00. and all renewals. extensions. amendments. modications and restatements oithe foregoing: (ti) ail other obligations of Borrower to Lender, whether now existing or hereafter incurred or created. whether voluntary or involuntary, whether obligatory or non-obligatory: Whether due or not due. whether absolute or contingent. or whether incurred directly or amuired by assignment or otherwise; and (c) any bi the toregoing that arises alter the itting oi a petition by or against Borrower under an insolvency Proceeding. 3. Lendermay perform any or all oi the following acts at any time. without notice to Guarantor and without affecting Guarantors obligations under this guaranty; (a) create new Guaranteed Obligations. or alter the terms of any Guaranteed Obligation. including renewing. compromising. extending or accelerating. or olherwisa changing the time tor payment or performance oi. or increasing or decreasing the rate of interest on. the Loan or any portion thereol; (b) take and hold security tor the payment and performance oi the Guaranteed Obligations or this guaranty. accept additional or substituted security for either. and subordinate. exchange. enioroe. waive. release. compromise. tail to perfect and sell orotherwise dispose ot any such security; (cl direct the orderand manner oi any sate of all or any part ol any security now or later to be held tor the Guaranteed Obligations or this guaranty. and the Lender may also bid at any such sale; (d) apply any payments or recoveries from Borrower. Guarantor or any other source. and any proceeds ct any sedurlty. to the Guaranteed Obligations in such manner. order and priority as the Lender may elect. whetheror not those obligations are guaranteed under this guaranty or secured at the time oi the application; (e) otherwise exercise any ght or remedy it may have against Borrower. Guarantor or any other guarantor oi the Guaranteed Obligations or any security interest it might have. including the right to foreclose upon any such security by tudiciet or non-Judicial toreclosure‘; (ti release Borrower oi its liability tor the Loan orany ponion thereoi; 228 (9) subsmute, add'or reiease any one or more makers. guarantors or ’endorsers: (h) extend other aedllio Borrower, with or withuul taking or holding security for the uedit so extended; and (i) assign lhe Guaranteed Obligations. this guaranty, or Ins other Loan Documents tn whole or in part tn the extent provided tn the Credit Agreement 4‘ Guarang Absolute and Unconditional Guarantor agrees that so tong as any Guaranteed Obligations are unpaid or unsatised, Guarantor shall not be released by orbeeausa at the taking, or failure to take, any action that might In any manner or to any extent vary the risks of Guarantor under this guaranty or that, but ior this section. might disdtarge or otherwise reduce. limit, or modify Guarantor‘s obligations under this guaranty. Guamntor waives and surrenders any defense to any liability under this guaranty based upon any such action. including but not limited tn any edion oi Lender described inMy}, ll is the express intent oi Guarantor that Guarantofs obligations underthis guaranty are and shall be absolute and unconditional. 5. ggnmtor'a maiden. Guarantor hereby lrrevocably waives any defenses it may now hays or hereatter acquire that relate in any way to any of the ioltowing: (a) any right to require Lenderto proceed against Borrower or any other guarantor oi the Guaranteed Obligations. proceed against or exhaust any security reoeived from Borrower, Guarantor or any other guarantor oi the Guaranteed Obligations or oihenNise marshal the assets ol Borrower. Guarantor or any other guarantor ot the Guaranteed Obligations. orpursue any other remedy in Lenders power whatsoever, (b) any defense an'stng as a result oi Borrower‘s use oi the proceeds of any borrowing; (c) any detense that results trom the absence. Impairment or loss ot any right of reimbursement, subrogation contribution or other right or remedy oi Guarantor against Borrower. any other guarantor of the Guaranteed Obligations or any security; (d) any setott er counterclaim ol Borrower orany defense arising by reason oi any disability or other deiense oi BorrOWer. or the ceseation from any cause whatsoever oi the liability ot Borrower (including the lack oi validity or enlorceabtlity ol any Loan Document or any agreement or instrument relating thereto); (e) any defense based on any claim that Guarantor's obligations exceed or are more burdensome than those oi Borrower: and upon any law. rule or regulation which provides that the obligation ot a surety must not be greater or more burdensome than the obligation ot the principal: (Tl the benet ol any statute oi limitations affecting Guarantor‘s liability hereunder: (gt any appraisament. valuation, stay. extension; moratorium. redemption or similar law or similar rights tor marshalling; (h) until all obligations oi Borrower to Lenderhave terminated and all of the Guaranteed Obligations have been lully. finally and indeleasibly paid. any right to revoke this Guaranty; ti) any defense arising from an election tor the application oi Section 1111ib)(2l of the Bankruptcy Code (Title t1. United Slates Code) orany successor statute Mitch applies to the Guaranteed Obi'gations; U) any delensa based upon any borrowing orgrant o't a security interest under Section 364 oi the Banknlptcy Code (Title l‘ll United States Code) or any successor statute: (it) any taking. exchange, release or non-perfection oi any Collateral or any other collateral, or any taking, release or amendment or waiver ot. or consent to departure from, any other guaranty. tor all or any ol the Guaranteed Obligations; it) any change. restructuring or tenninatlon otthe corporate structure or existence ol any Loan Party; tml anytalture on the pertot Lender to disclose to any Loan Party any tntormation relating to the business. condition (financial or otherwise). operations. performance, properties or prospects ot any other Loan Party now or hereatter knoi‘m to Lender (Guarantor is Waivtng any duty on the part ct the Lender to disclose such information); or (n) the iaiture ol any other Person to execute or deliver this Guaranty or any other guaranty oragreernenl or the release or reduction oi liability ol any other guarantoror surety with respect to the Guaranteed Obligations. 5. thug oi seeming. Guarantor hereby unconditionally and irrevocably waives any right to revoke this guaranty and acknowledges that this guarantyis oontinutng tn nature and applies to all Guaranteed Obligations. whether existing Monterey Bay Land Holdings 201! RE Term Guaranty '2 229' now or in the future, and shall continua in effect until all obligalions of Lenderlo extend credii lo Borrowerhave lerminaled and all of the Guaranleed Obligah‘ons have been lully. nally and indeleasibly paid. 7. Wslver o! Suhmlan. So long as or any Guaxanloed Obligalions are unpaid or unsalised‘ Guarantor waives lo lhe exlenl pemmied by Applicable Law any rlghl ol subrogallon. reimbursemenL lndemnlcallon. and contribution (contractual, statutory, or otherwise] including! withoul llmitatlonl any claim or n‘ghl o! subrogallon under lhe Bankmplw Code (Title 11, United Slates Code) or any sumssor statute. arislng tram the existence orpertonnance at this guaranty, and Gmntor waives to the extent permitted by Applicabla Law any n'ghl to enfotce any remedy that Lender now has or may hateal‘te: have against Borrower, and waives any hanat oi. and any right to panicipate in. any security now or hereafter held by Lendel. 8. ake: of antigen. Guarantor waives all presentments. demands tor performance. notices of nonp’etiormance. protests. notices ol protest. notloes of dishonor, notices oi intent to accelerate, notices at acceleration. notices of any suit or any other notion agaln'at Burrow or any other Person, any other notices to any party liable on any Loan Document (including Guarantor}, notices otamaptanoe of this guaranty. notices of the existence. creation orincuntng of new or additional Guaranteed Obligations or any other indebtedness. liabilities or obligations ot Borrowerto Lender. and notices oi any tact that might increase Guaranior‘s risk 9. Waltrg at Other RtgL'ttg and Dgenses. (a) GUARANTOR HEREBY FURTHERWAEVES ANY RIGHTS 0F SUBROGATION. REIMBURSEMENT. tNDEMNtFtCATlON, AND CONTRIBUTION OF ANY OTHER RIGHTS AND DEFENSES THAT AREOR MAY BECOME AVAILABLE TO GUARANTOR BY REASON OF SECTIONS 2787 T0 2855. INCLUSIVE. SECTION 2899 OR SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SECTION 3605' OF THE CALIFORNIA COMMERCIAL CODE GUARANTOR HAS BEEN MADE AWARE OF THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 2856. HAS READ AND UNOERSTANDS THE PROVISIONS OF THAT STATUTE, HAS BEEN ADVISED BY ITS COUNSEL AS TO THE SCOPE PURPOSE AND EFFECT 0F THAT STATUTE AND BASED THEREON, AND WITHOUT LIMITING THE FOREGOING WAIVERS, GUARANTOR AGREES T0 WAIVE ALL SURETYSHIP RIGHTSAND OEFENSES DESCRIBED IN CALIFORNIA CIVIL CODE SECTION 2856(3). lb) The provisions oi this are applicable II any Guaranteed Obligaon is or becomes secured by real property. ti) Guarantor waives ail rtghls and defenses that Guarantor may have because any oi the Guaranteed Obligations is secured by real property This means. among otherthings, (i) Lender may collect Irom Guarantor without first toreciosing on any real or personal property collateral pledged by Borrower: and (ii) if Lender torectoses on any real property collateral pledged by Borrower. (It the amount of tire Guaranteed Obligations may be reduced only hy the price for which that collateral Is sold at the ioreciosure sate. even it the collateral is worth more than the sate price. and (2) Lender may collect Irom Guarantor even it Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an Irrevoc‘abte and unconditional waiver oi arty rights and detenses Guarantor may have because any cI the Guaranteed Obligationsis secured by real propeny. THESE RIGHTS AND DEFENSES iNCLUDE. BUT ARE NOT LIMITED To. ANY RIGHTS OR DEF'ENSES BASED UPON SECTION5803. 580b, 580d. OR 726 0F THE CALIFORNIA CODE 0F CIVIL PROCEDURE. (Ii) Guarantor waives all n‘ghts and defenses arising out ot an election of remedies by Lender. even though the election oi remedies, such as non~judiciat toreclosure with respect to security tor any Guaranteed Obligation. has destroyed Guarantor‘s rights ot subrogatton and reimbursement against the pnno’pai under tho Guaranteed Obligation by the operation of Section 580d ot the Code ot Civrl Prowdure or otherwise. tor Fgudutentt‘ragster Limitation lI. tn any action to enforce this guaranty. any court oI competent iurisdtclion determines that en‘lorcarnent ot it against Guarantor torthe lull amount ot the Guaranteed Obligations is not iawtui under or would be subject to avoidance under Section 548 of the Bankruptcy Code (Title It. United States Code) or any successor statute. or any comparable state law. the liability oi Guarantor under this guaranty shall be timed to the maximum amount lawtul and not sublect to such avoidance. 11. Security. To secure all ct Guaraniofs obligations hereunder. Guarantor hereby assigns and grants to Lander a security interest in all moneys. securities. and other property of Guarantor now or hereattar in the possession ot Lander. ell deposit accounts ot Guarantor maintained with Lender. and all proceeds thereof, Upon default or breach oi any ot Guarantors obligations to Lender. Lender may apply any deposit account to reduce the Guaranteed Obligations. and may foreclose on any collateral as provided in the UCC and in any security agreements between Lender and Guarantor. I.tonteray Bay Land Holdings 2019 RE Term (harshly 230 12. If this guaranty is revoked! telumed. .or canceled; and subsequenlly any paymeni or transfer of any interes‘l in propedy by Borrower to Lender ls rescinded or must be returned by Lender lo Borrower. Ihis guaranty shall be reinstated with respect to any such payment or Iransfer. regardless of any such prior revocation. relum, or cancellation. 13. ln the event lhal accelerallon ol lhe lime lor payment ol any oflhe Guaranleed Obligations is stayed upon me insolvency. bankruptcy. or reorganization of Borrower or otherwise all such Guaranteed Obligations guaranteed by Guarantor shall nonetheless be payable by Guarantor immediately ii requested by Landon 14. ggyordtngtjon. Any obligations of Borrower to Guarantor, now or hereaiier existing, including but not limited to any obligations to Guarantor as subrogee oi Lender crresulting from Guaranior’s performance under this guaranty. are hereby subordinated to the Guaranteed Obligations. in addition to Guarantor’s waiver oi any right oi subrogaiion as set forth in this guaranty with respect to any obligations oi Borrower to Guarantor as subrogee oi Lender, Guarantor agrees that. ii Lender so requests, Guarantor shalt not demand. take. or receive from Borrower. by setoti or in any other manner, payment oi any other obligations of Borrower to Guarantor until the Guaranteed Obligations has been paid in iuii and any oOmrnitrnenls oi Lender or taciiilies provided by Lender with respect to the Guaranteed Obligations have been terminated ll any payments are received by Guarantor in vioiation 'oi such waiver or agreement. such payments shall be received by Guarantor as trustee tor Lender and shall be paid over to Lender on account oi the Guaranteed Obligations. but without reducing or attesting in any manner the liability or Guarantor under the other provisions ot this guaranty. Arty security interest. lien. orother encumbrance that Guarantor may now or hereafter have on any property ot Borrowar is hereby subordinated to any security interest. lien. or other encumbrance that Lender may have on any such property. 15. Guarantorrepresenis and ‘warranta to Lender that (a) Guaranior’s ooneci legal name is as shown next to Guarantor‘s signature below (b) the address tor deiivary oi notices to Guarantor hereunder is shown next to Guarantors signature below; to) Guarantor is of the age oi majority and may enter into contracts which are enforceable under the laws oi the state ot Guarantor’s residence: (u) to Guaranior‘s knowledge. this guaranty and the other Loan Documents to which Guarantor is a party do not conict with any Applicable Law. and no action. consent or approval is required by any Govemmentai Authority or any other Person in connection vn'th the execution. delivery and periornrance by Guarantor oi this guaranty and the other loan decrimenls to which it is a party; (et this guaranty and the other Loan Documents to which Guarantor is a party are legal. valid and binding agreements oi Guarantor. enloroeable against Guarantor in awardance with theirterms and any instrument or agreement required hereunderorthereunden when executed and delivered. shall be similarly legal. valid. binding and enforceable; (f) the Financial information is complete and accurate. conect and sutlicienlty complete rn all material respects as to the nancial condition of Guarantor (and. it applicable, any partners, shareholders. members. or other principals oi Guarantor). including any material contingent liabilities. and since the date such Financial Information was provided to Lender. there has been no material adverse change in the nancial condition of Guarantor (and. itapplicabte. such other Persons): (g) all Intormattorr submitted to Lender by or on behalf ot Guarantor in connection \rnih this guaranty and lire other Loan Documents is correct. complete. and not misleading in any material respect; (h) there is no lawsuit. tax claim orother dispute pending or threatened against Guarantor: (i) Guarantor is not the subject of any judgment. writ. injunction. decree. or rule of any court. arbitrator or other Govemment‘al Authority; (j) this guaranty does not conict with. noris Guarantor in detault under, any agreement or arrangement in etiect providing for orrelating to extensions oi credit or other indebtedness or any nature in respect ot'whiclt Guarantor is in any manrrerdrrectly or contingentiy obligated: (it) Guarantor has tiled all tax returns (lederal. slate. and low) required to be tiled and have paid all taxes. assessments. and governmental charges and levies thereon to be due. including interest and penalties; (l) Guarantor has not received any notice oi violation oi any applicable laws. is in compliance with all Applicable Laws, and there are no claims. actions, proceedings or investigations pending or threatened against Guarantor with raspecttn any violations oi Applicable Laws: and Mnnlnmy Boy Land Holdings 20w RE Term Eunrenh 231 (m) Guarantor knows of no event'which is, or with notice or Iapse of lime or both would be, an Event ol Default. 16. SUBHISSIONS. GUARANTOR'S SUBMISSION OF ANY REPORT. RECORD 0R OTHER INFORMATION. FROM TIME TO TIME. WHETHER 0R NOT REQUIRED UNDER THE LOAN DOCUMENTS. WILL BE DEEMED T0 BE ACCOMPANIED BY A REPRESENTATION AND WARRANTY BY GUARANTOR THAT SUCH REPORT. RECORD OR INFORMATION IS COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS. AS 0F THE DATE OF SUCH SUBMISSION AND DOES NOT OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE INFORMATION CONTAINED THEREIN NOT MISLEADING 17. Guarantor Cnvgnants, So lung as or any Guaranteed Obligations are unpaid or unsatised. Guarantor shall [urnish lo Lender all documents relating lo Guarantoras required in the Reporting Requirements section oi lhe Credit Agreement and shall comply with any covenants and/or rasln‘clions that relale to Guarantor under lhe Credit Agreement, In addition. Guarantor shall: (a) comply In all respects Mitt all Applicable Laws and pay beiore delinquency all tam, assessments. and governmental charges imposed upon the Guarantor or its property; (b) malntain and preserve all rights. privileges, and franchises Guarantor now has; and make any repairs. renewals, or replacements to keep the Guarantor‘s properties in good working condition; and (c) at any reasonable lime and trom lime totime. permit Lender or any olits agents or representatives to examine and make copies oi any abstracts irorn the records and books ol. and visit the properties of. Guarantor and to discuss the allairs, nances. and accounts of Guarantor with (if Guarantor is other than a natural person) ofcers. directors. partners. or managers urGuarantor! as applicable; Guarantor‘s independent accountants; and any other Person dealing with Guarantor. I8. Events of Default The occurrence of any of the following shall constitute an 'gmt olDelgylt’ underthis guaranty! (a) an Event ol Default (as dened in the Credit Agreement); (h) Guarantor tails to periorrn any of the Guaranteed Obligations: (c) Guarantor revokes this guaranty (or attempts to revoke this guaranty} or this guaranty becomes ineltecIIVe lor any reason; (d) a default under any agreement or undertaking to which Guarantor is a party other than the Loan Documents. which is not cured with any applicable cure or grace period. ti any; (e) a Material Adverse Eftect as to Guarantor: (t) the dissolution of Guarantor or death oi Guarantor; and (g) the occurrence or nonoccurrence ot any event prevents which causes Lender to deem Itselt Insecure. 19o Remotes. Upon an Event oi Default. Lendershall have all oi the remedies of a creditor and. to the extent applicable. cl a secured party. under all Applicable Law. Without limitation. to the extent permitted by law. Lender may. at its option and without notice or demand: (a) declare any Guaranteed Obligations due and payable at once; and (b) lake possession of any collateral pledged by Borrower or Guarantor. wherevertocaled, and sell. resell. assign. lransler. and deliver all or any part oi the collateral al any public or private sale or otherwise dispose of any or all of the collateral in its then condition. for cash or on credit or tor future delivery. and in connection therewith Lender may impose reasonable conditions upon any such sale: and set off against any or all liabilities oi Guarantor all money owed by Lender or any oi its agents or atliliales in any capacity to Guarantor. whether or not due. and also set oii against all other liabilities oi Guarantorto Lender all money owed by Lender In any capacity to Guarantor. Lender. unless prohibited by law the provisions oi which cannot be waived. may purchase all or any part of thecolialeral to be sold. tree horn and discharged of all trusts. clairns. rights oi redemption and equities of Borrower or Guarantor ’whatsoever it exercised by Lender, Lender shall be deemed to have exercised its right oi setoii and to have made a charge against any such money immediately upon the occurrence oi such default although made or entered on the books subsequent thereto. Notwithstanding the foregoing provision oi this paragraph. in the event oi an actual or deemed entry oi an order tor relief with respect to Guarantor under the Bankruptcy Code (Title 11. United States Code) or any successor statute. the Guaranteed Obligations shall automatically become due and payable. 20. Information Regarding Bon-owar and the Collateral. Belore signing this guaranty. Guarantor investigated the nancial condition and business operations oi Borrowar, the present and formercondition, uses and ownership ot lire collateral. and such other matters as Guarantor deemed appropriate to assure itselioi BorroWer's ability to discharge tls obligations under the Loan Documents. Guarantor assumes iull responsibility tor that due diligence. as Well as for keeping informed ol all matters which may aifect Borrowers ability to pay and perform its obligations to Lender. Lender has no duly to disclose to Guarantor any inlonnation which Lender may have or receive about Borrower's nancial condition or business operations, the condition oruses of the collateral. or arty other circumstances bearing on Borrower’s ability to perform Maileroy Bey Land ttold‘ngs 201B RE Terrn Guaranty 232 21. Mat and Relnmtemm. If Lender is required to 'pay. remm or'reslore to Bormwerorany other pmon any amounts ptevnously paid on lhe Loan because oi any Insolvency Proceeding of Bonower. any stop notice orany other mason. the obligations of Guarantor shall be reinstated and revived and the rights 0i Lender shall conllnua with regard lo such amounts, all as though they tied never been paid, ’22. Exam”. Lender may. at its option. pay any tax, assessment. or other govemmenlal |evy_. any insurance premium 0r any olher EXDense or Charge requirEd to be paid orcaused to be paid by Guarantor under the terms oi any Collateral Documenl‘ i1 any, to which Guarantor is a party (and not rnely paid by Guarantor) (those Collateral Documents. *Guwlor warn! Damon g“ and all stich payments. ”Lenoegvgngmgnts'). Guarantor shall pay on demand (a) Lender Advancements; (b)al| costs and expenses incurred by Lender in connection with the preparation, execution, delivery. tiling, and administration of the Loan Documents to which Guarantor is a party or required underany Loan Document to which Guarantor is a party (including Legal Fees incurred in connection with the preparation of the Loan Documents and advislng Lende’ras to its rights) (c) the cost of any credit verication reports and eld examinations of Guarantors books and records. inspections oi the Collateral granted by Guarantor under any Guarantor Cotlateral Documents. ii any; appraisals and reappraisals of the Collateral granted by Guarantor under any Guarantor Collateral Dowments. ll any. required by Lender. surveys and environmental site assessments ol any real property included in the collateral, and title Insurance requlred by Lender. and appraisals and reappraisals oi the Collateral granted by Guarantor required by Lender, (d) all costs and expenses incurred by Lender in wnnection with enforcement oi the Loan Documents to which Guarantor is a party or required under any Loan Document to which Guarantor is a party, or any amendment modication or supplementthereto, Miethe'rhy' negotiation. legal proceedings, or otherwise. Including in the context ot any Insolvency Proceeding: (e) ell sums advanced or spent by Lender tor the maintenance or proservahon oi the Collateral granted by Guarantor under any Guarantor Collateral Document it any; and (t) all other expenditures that Lender may make under the provisions oi the Loan Documents or tor the benet or Guarantor. including Legal Fees. 23. Additional and lndeggduitnbligetiona. Guarantor's obligations under this guaranty are in addition to its obligau‘ons under any other existing or future guaranties, each oi Which shall remain in lull force and elfect until itis expressly modied or released ln a writing signed by Lender Guarantor‘s obligations under this guaranty are independent ol those oi the Borrower. Lendermay bring a separate action, or commence aseoarate tolerance or arbitration proceeding against Guarantor Without lirst proceeding against the Borrowar. any other Person or any scourity thatLender may hold; and without pursuing any other remedy. The n‘glits oi Lender under this guaranty shall not be exhausted by any action by Lender until the Guaranteed Obligations have been paid and pedormed in lull. 2o. assuming Magic. All accounting terms not specifically delined herein shall be construed in accordance with GAAP. Guarantor shell not change the manner in which either the last day oi its fiscal year or the last days oi the rstthree llscal quartets ot its scal years is calculated. 25. Notices. All notices. approvals, consents. and other communicah'ons under this guaranty (‘Notices'l must he given in accordance with and will be subiecl to the terms and provisions of the Credit Agreement Notices must be mailed or delivered? it to Guarantor to the address adjacent Guarantors signature below; il to Lender, to 45 E. River Park Place West, Suite 401. Fresno, CA 937201 Attention! Commercial Loan Administration Services; and in the case ot any other Person, to the address designated by that Person in a notice to Guarantor and Lender, 28. Genera; This guaranty may be executed in counterparts, each of which will be an original and ell oi which together are deemed one and the same instrument This guaranty shall be interpreted in light oi the Drafting Conventions specied in the Credit Agreement, which oonuentionsare incorporated herein by this reference. No provisron or waiver in this guaranty shall be construed as limiting thegenerality of any otherwaiver contained in this guaranty. Each Party has participated in negotiating and dialling this guaranty, so it an ambiguity ore question cl intent or interpretation arises, this guaranty isto be construed as it the parties had dratted it jointly; as opposed to being construed against a Party because lt was responsible tor drahirr‘g one or more provisions ol this guaranty. This guaranty shall inure to the benet ol and shall be binding upon the parties and their respective successors and assigns: provided. that Guarantor shall not assign its rights or obligations hereunder without Lenders prior written consent Lender may transter all or any portion ol its rights under this guaranty and the Loan Documents to any other Person. Lenderrnay disclose to any actual or proposed transferee any intormation that Guarantor has delivered to Lender ln connection with the negotiation ol this guaranty or pursuant to the Loan Documents; and Guarantor shall couperata fully with Lender in providing that information to any actual or proposed iranslereer All rights and remedies under this guaranty and the Secured Obligation Documents are cumulative, and the exercise oi any one or more ol them does not constitute an election ol remedies, Any provision ol any Secured Obligation Document which is prohibited or unenforceable in any jurisdiction shall, as to that iunsdictlcnr be lnellectrve to the extentol such prohibition or unenlorceability without invalidating the remaining provisions of that Secured Obligation Doorrment or affecting the validity or enforceability of that provrsion In any other junsdlclicn: Mmtarey BevLend Holdngs 2019 RE Term Gurvmry 233 except than“! such provision relates to 1he payment of any monetary sum. then Lender may. al its Upton. declare all Guaranteed Obligations immediately due and payable. This guaranty may not be amended, changed. modied. altered or terminated Without me prior written consent ot Lender, 27. Obllgatiens oi Married Persons. Guarantor signs thisguaranty on his or her own behalf and on behatf at Guarantor: man'tal community, if any and agrees thatrecourse may be had againstcommunily assets. It any; and against Guarantor: separate property for the sattstaction of at! indebtedness. liabilities and obligations of Guarantor under this guaranty 28. Ogllcslly lmaged egmducttnns. Lender may make an optically lmaged reproduction at any or all Loan Documents and, at its election] dandy the original or originals. Guarantor consents to the destruction otthe original or onglnals and agrees that a copy oi the optically imaged reproduction ot any Loan Document will be the equivalent of and for all purposes constitute an "original“ document» For purposes ot this section, 'tor all purposes“ ittdudes use oi the optically imaged reproduction (a) to prove the content ofthe original document at trial. mediation. arbitration or administrative hearing: (b) for any business purpose; (c) for inlemai or external audits and/or examination by or on behalf ol Governmental Authorities; (d) in canceling or tranetem‘ng any document: and (e) in coniunction with any other transaction evidenced by the original document, 25. Entire Agreement. This guaranty: (tlrepresenls the sum of the understandings and agreements between Lenderand Guarantor conoemlng this credit, (it) replaces any prior oral or written agreements between Lender and Guarantor concerning this credit: and (iii) is intended by Lender and Guarantor as the nal, complete and exclusive statement of the terms agreed to by them. in lire eventot any ountliol between this guaranty and any other agreements required by this guaranty, this guaranty will prevail. 30. Governing uw. This guaranty will be governed and interpreted by applying the laws oi the State oi Calilomia (the 'Goueming gm State”) without regard to its conillct oi laws principles; except the pedection. priority and procedures tor enioroament ot liens on real property mil be governed by the applicable laws oi the state where that real property is located Guarantor understands that the laws oi the Governing Law Slate may differ trorn the laws ot the State where Guarantor resides or otherwise is located or where the L‘o‘tiaterel rs lecated, Guarantor understands, agrees and acknowledges that (a) thisagreemenr and the transaction evidenced hereby have significant and substantial wniacts wrth the Governing Law State. (b) it is convenient to Guarantor and Lander to setectihe law oi the Governing Law State to govern this agreement and the transactions evidenced hereby. (c) the transactions evidenced by this agreement bear a reasonable connection to the tarts oi the Governing Law State. (d) the choice ot the inlemal laws oi the Governing Law State was made tor good and valid reasons. and (e) the choice otthe Governing Law State constitutes good and valuable consideration lot Lender to enterinto this agreement and Lender has entered into this agreement in reliance on this choice. 31. JURISQIBTIOH AND VENQE. GUARAWOR IRREVDCABLY AGREES THAT, AT THE OPTION 0F LENDER! ALL ACTIONS. PROCEEDINGS OR COUNTERCLAIMS ARISING OUT OF DR RELATING TO THlS GUARANTY OR-ANY OTHER LOAN DOCUMENTWILL BE LlTlGATED 1N THE SUPERIOR COURT OF CALIFORNIA. FRESNO COUNTY, CALIFORNIA. 0R THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT 0F CALIFORNIA. GUARANTOR IRREVOCABLY CONSENTS TO SERVICE, JURISDICTION, AND VENUE OF THOSE COURTS FOR ALL SUCH ACTIONS; PROCEEDINGS AND COUNTERCLAIMS AND WAIVES ANY OTHER VENUE T0WHICH IT MIGHT BE ENTITLED BY VIRTUE OF DOMICILE. HABITUAL RESIDENCE OR OTHERWISE. FINAL JUDGMENT AGAINST GUARANTOR IN ANY SUCH ACTION. SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT, A CERTIFICATE OR EXEMPLIFIED COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE 0F THE JUDGMENT OR IN ANY OTHERMANNER PROVIDED BY LAW GUARANTOR IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (A) ANY OBJECTION WHICH IT MAY HAVE NOW 0R IN THE FUTURE TO THE LAYING OF THEVENUE 0F ANY SUCH ACTIONI SUIT 0R PROCEEDING IN ANY COURT REFERRED TO IN THE FIRST SENTENCE ABOVE; (B) ANY CLAIM THAT ANY SUCH ACTION. SUIT OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; (C) ITS RIGHT OF REMOVAL 0F ANY MATTER COMMENCEO BY ANY OTHER PARTY IN THE COURTS OF THE STATE OF CALIFORNIA TO ANY COURT 0F THE UNITED STATES OF AMERICA, (D) ANY IMMUNITY WHICH IT OR ITSASSETS MAY HAVE IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY 0R ANY OTHER LOAN DOCUMENT FROM ANY SUIT. EXECUTION. ATTACHMENT (WHETHER PROVISIONAL OR FINAL, IN AID OF EXECUTION. BEFORE JUDGMENT 0R OTHERWISE} OR OTHER LEGAL PROCESS; AND (E) ANY RIGHT IT MAY HAVE T0 REQUIRE THE MOVING PARTY IN ANY SUIT. ACTION 0R PROCEEDING BROUGHT IN ANY OF THE COURTS REFERRED T0 ABOVE ARISING OUT 0F OR IN CONNECTION WITH THIS GUARANTY OR ANY OTHER LOAN DOCUMENT T0 POST SECURITY FOR THE COSTS OF GUARANTOR 0R TO POST A BOND OR TO TAKE SIMILAR ACTION. 32. Lender Is authorized to order a credit report and vaniy all other credit iniorrnation, including past and present loans and standard references trorn time to time to evaluate the creditworthiness oi Guarantor Without Monte!“ Bay Land Holdbrgn 2019 RE Tarn Guaranty 234 limitation. a copy ofthe consenk for release oi inlormalion. general authorizniion or slmllar documeni on tile with Lends: shall aumorize Inim Persons to provide the i‘nf'omuau'on requested from lime lo time 33. WAIVER OF TRIAL BY JURY. T0 THE EXTEN‘J’ PERMITTED BY APPLICABLE LAW. GUARANTOR 1A) COVENANTS ANDAGREES NOT TO ELECT A TRIAL BY JURY IN AN? ACTION OR PROCEEDING FOR THE RESOLUUON OF ANY DISPUTE. CONTROVERSY 0R CLAIM THAT ARISES OUT OF OR RELATES TO: (I) THIS GUQRANTY; 0R (ll) ANY GUARANTEED OBLIGATION. WHETHER ARISING IN CONTRACT. TOR‘L BREACH OF DUTY 0R BY COMMON LAW 0R STATUTE (INDIVIDUALLY A "DISPUTE“I‘. AND; {8) WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY CONTROVERSY 0R CLAIM TD THE EXTENT SUCH RIGHT 8051's NOW 0R IN THE FUTURE. THE PROVISIONS OF THIS SECTION ARE GIVEN KNOWINGLY AND VOLUNTARILY! AND ARE A MATERIAL INDUCEMENT FOR LENDER ENTERING INTO THE CREDIT AGREEMENT AND OTHER LDAN DOCUMENTS. 34. gnarl! to JudlcIaI Rafemnce, If and to lhe exlentMu}; ls delermlned by a court oI compelenl jurisdiction la be unenforceable or is otherwise not epped by any such mun. each oIIhe pares to Ihis agreemenl neveby consents and agrees thal (a) any and all Dispules shall be heard by a referee in accordance with Ihe judicial reference prov'lslons oI Cal‘llom'ra Code oI CivlI Procedure Section 638 el seq.. sItling without ajury In the County of Fresno, California, (b) such referee shall hear and delermlne alI oIlhe Issues In any Dispute (whether of Iacl oroI law), including issues pertaining to a “provisional remedy" as dened in Calilomia Code oi Civil Procedure Section 1281 i8. including without timitau'on. entering restraining orders; entering temporary restraining orders. issuing temporary and permanent injunctions and appointing recetvers. and shalt report a statement oi deaston. grating Lat il during the murse oi any Dispute any party desires to seek such a "provisional remedy‘ but a releree has not been appointed. or is othem‘se unavailable to hear the request Ior such provrsronal remedy; then such party may apply Io the Superior Court in die County of Fresno. Calilomlalorsuch provisional relief. and (c) pursuant to California Code of Cluil Procadure Sections 644 and 645. judgment may be entered upon the decision of such referee in the same manner as 'rf the Dispute had been tried directly bya court The parties shall use their respective commensially reasonable and good faith eiIorts to agree upon and select such reieree. provided th_at such referee must be o retired Cattlornla stale or iederal judge. tugher gander! that the parties shall not seek to appoint a releree that may be disqualified pursuant to Caiilomia Code oi Civil Procedure Sections 541 or 641.2. and mortar amigo that ii the parties cannot agree upon a referee within ten (10) days otter one party serves a written notice oi intent ior‘judicial reterenco upon the other party or parties, then the referee shall be appointed by the Superior Court in the County oi Fresno. Cattlomta in awordanco with Catifomia Code at Civil Procedure Section 640m) If a Dispute includes multiple claims. some oiw'hictt are found not subject to this Secttcnt the parties shalt slay the proceedings oi the Disputes or part or parts thereot not subject to this Section unlit all other Disputes or pans mereof are resolved in accordance with this Section. It there are Disputes by or against multiple parties, some of which are not subject to this Section. the parties shall severthe Disputes subject to this Section and resolve them in accordance with this Sectioni Each party hereto acknowledges that this consent and agreement is a material Inducerneni to enter into this agreement. the Loan Documents and all other agreements and instruments provlded f'or herein or therein, and that each will continue to be bound by and to rely on this consent and agreement in their related future dealings. The parties shell share the oostoi the referee and retarenoe proceedings equally: providedm. the releree may award attorneys‘ tees and reimbursement of the referee and reference proceeding tees and costs to the prevailing party. whereupon all reteree and reterenoe proceeding toes and charges will be payable by the nonprevailing party (as so determined by the reieree). Each party hereto further warrants and represents that It has reviewed this consent and agreement with legal counsel ot its own choosing, or has had an opportunity to do so and that rt knowingly and voluntarily gives thts consent and enters into this agreement having hadthe oppormnity to consult iM'th legal counsel. This consent and agreement is irrevocable. meaning that it may not be modied either orally or in writing. and this consent and agreement shall apply to any subsequent amendments, renewals! supplements. or modications to this agreement or any other agreement or document entered into between the parties in connection with this agreement or the transactions contemplated hereby ln the event of litigation. this agreement may be Iliad as evidence ot eithernrboth parties‘ consent and agreement to have any and all Disputes heard and determined by a reieree under Calitomla Code ot Civil Procedure Section 6384 Notwithstanding anything to the contrary contained herein. the parties acknowtodge and agree lhatnothing in this Section shall be deemed to apply to or limit the right ot Lender (t) to exercise selL help remedies such as semlt, or (ii) to foreclose judicially or nonjudictaliy against any real or personal property collateral. or to exercise judicial ornonjudtciat power of sale rights. or (iii) to pursue rights against a person or entity in a third party proceeding in any action brought against Lender (including actions or proceedings in bankruptcy court). Lender may exercise the rights set torth in the foregoing clauses Ii) through (iii) before. during or alter the pendenoy otany iudicial reference proceedings. Neither the oxeréloe ct sell-halo remedies nor the Ins1itutton or maintenance of an action tor foreclosure shall constitute a waiver of the right ofany person or enuty. including the claimantin any such action. to reQuire submission to judicial retere‘noe the merits oi the Dispute occasioning resort to such remedies. No provision in the Loan Documents regarding submission to jurisdiction and/or venue tn any court isintended or shall be construed to be in derogation of the provisions in any Loan Document for judicial reterence oi any Dispute. Maitereyay Lanuthtdrngs 2mg RE Term Guaranty 235 GUARANTOR INITIALS: Guarantor Is signing this guaranty effective as of the day and yearrst wn'tten above. GUARANTOR Address for notices: CM 1300 Quail Street. Sue 100 ' _ I . Newport Beach, CA 92660 “W YEu-c” Mmlemy Bay Land Holdings 2019 RE Term Guaranty 236 EXHIBIT "K" Coastal Nursery. LLCIMonterey Bay Land Holdings. LLC 2020 Revolving Line of Credit: Obligation No. 28362071 Real Estate Term Loan: Obligation No. 28362073 FORBEARANCE AND EXTENSION AGREEMENT AND GENERAL RELEASE (RABO AGRIFINANCE LLC - COASTAL NURSERY. LLCIMONTEREY BAY LAND HOLDINGS, LLC) THIS FORBEARANCE AND EXTENSION AGREEMENT AND GENERAL RELEASE is made effective as of November 16, 2020. by and among RABO AGRIFINANCE LLC. a Delaware limited liability company, as successor-in-interest to RABOBANK. N.A. ("Lender"). COASTAL NURSERY, LLC. a California limited liability company (“Coastal Nursery"), MONTEREY BAY LAND HOLDINGS. LLC. a Delaware limited liability company ("Mgnterey Land“), NEIL BRANDOM. an individual ("Brandorn"). CHRISTOPHER YELICH, an individual (“Yelich”). and SCOTT GOLDIE. an individual (“ oldie“). Coastal Nursery. Monterey Land. Brandom. Yelich. and Goldie are sometimes referred to herein collectively as Qgligggg.“ The parties hereto will be referred to collectively as the "Parties." RECITALS A. Lender provided nancing to Coastal Nursery under the terms of that certain Credit Agreement dated as of May 21. 2019 (said agreement. together with any amendments. is hereinafter referred to as the “ L99 Credit Agraement'). B. Pursuant to the terms of the RLOC Credit Agreement. Lender agreed to lend. and has lent. funds to Coastal Nursery for business purposes, under the following described credit facility: A revolving line of credit, referred to originally as Loan No. 500089-1 and currently as Obligation No. 28362071 (the “ Ine of Credit"), as evidenced by that certain Revolving Line of Credit Note dated as of May 21, 2019, from Coastal Nursery to Lender in the original principal amount of $5,000,000.00 (the "me gfQit Not_e,'). C. Coastal Nursery's obligations under the Line of Credit are secured by, among other property, certain personal property of Coastal Nursery, including, without limitation, accounts, inventory, equipment, xtures, farm products, payment rights, general intangibles, as well as the proceeds of such personal property (collectively referred to as the “Pemngl Properly Collateral”), pursuant to the terms of that certain Security Agreement dated as of May 21, 2019, executed by Coastal Nursery in favor of Lender (the " ecurity Agggment"). Lender's security interest in the Personal Property Collateral was perfected by the ling of the certain (i) UCC Financing Statement, with Coastal Nursery as Debtor and Lender as Secured Party, with the California Secretary of State as Document No. 19-77198521 1 O on June 26, 2019 and (ii) UCC Financing Statement Amendment as Document No. 20-77881560 on June 9, 2020 (the " grsonal Pmm UQC'). D. Coastal Nursery's obligations under the Line of Credit are guaranteed by: (i) Brandom pursuant to the terms of that certain Guaranty dated as of May 21, 2019 (the 'Brandom RLOC Guarany'); (ii) Yelich pursuant to the terms of that certain Guaranty dated as of May 21, 2019 (the “Yelich RLOC Guarany'); and (iii) Goldie pursuant to the terms of that certain Guaranty dated as of May 21, 2019 (the “Goldie RLOC Guarang"). The RLOC Credit Agreement, the Line of Credit Note, the Security Agreement, the Personal Property UCC, the Brandom RLOC Guaranty, the Yelich RLOC Guaranty, the Goldie RLOC Guaranty, and all documents and instruments securing or relating to Coastal Nursery's. Brandom's, Yelich's, or Goldie's obligations, including but not limited to the documents and instruments listed above, are referred to herein as the “BLOC Lem Qocumen‘'. 268217Ivl /22061.0176 255 E. Lender provided nancing to Monterey Land under the terms of that certain Credit Agreement dated as of May 21, 2019 (said agreement. together with any amendments, is hereinafter referred to as the “ eal Estate Credit Agre‘gmgnf‘). F. Pursuant to the terms of the Real Estate Credit Agreement. Lender agreed to lend. and has lent, funds to Monterey Land for business purposes. under the following described credit facility: A real estate term loan, referred to originally as Loan No. 500097-1 and currently as Obligation No. 28362073 (the "Term Loan"), as evidenced by that certain Real Estate Term Loan Note dated as of May 21, 2019. from Monterey Land to Lender in the original principal amount of $2,500,000.00 (the “Term Loan Ngtg"). G. Monterey Land's obligations under the Term Loan Note are secured by that a lien on certain real property located in: (i) Santa Cruz County, California (referred to as the “ anta Cruz Reg] Propemf’; and the property secured by the Santa Cruz Real Property, the "ganta Cruz Real Emperjg by the terms of that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of May 21, 2019, executed by Monterey Land as “Grantor‘ in favor of Lender as "Beneciary", recorded June 26, 2019 as Document No. 2019-001 7590 in the ofcial records of Santa Cruz County, California (the “ anta Cruz Deed of [ma ‘); and (ii) Monterey County, California (referred to as the "Monterey Real Prope"; and the property secured by the Monterey Real Property, the “Montamy Reg! Ergperty Collateral") by the terms of that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of May 21, 2019, executed by Monterey Land as “Grantor” in favor of Lender as “Beneciary", recorded June 26, 2019 as Document No. 2019026604 in the ofcial records of Monterey County. California (the “ onterey Deg of trust“). Lender's security interest in certain property of Monterey Land that is used in connection with the operation of the Santa Cruz Real Property and may be characterized as personal property under the Sant Cruz Deed of Trust was perfected by the ling of those certain UCC Financing Statements, with Monterey Land as “Debtor" and Lender as “Secured Party”, with the (i) Delaware Department of State as Document No. 20194466368 on June 27, 2019 and (ii) California Secretary of State as Document No. 19-7720442682 on June 28, 2019, 2019 (collectively, the " anta Cruz Real Property UCC"). Lenders security interest in certain property of Monterey Land that is used in connection with the operation of the Monterey Real Property and may be characterized as personal property under the Monterey Deed of Trust was perfected by the ling of those certain UCC Financing Statements, with Monterey Land as “Debtor" and Lender as “Secured Party", with the (i) Delaware Department of State as Document No. 20194466285 on June 27, 2019 and (ii) California Secretary of State as Document No. 19-7720457911 on June 28, 2019, 2019 (collectively, the “Monterey- The Santa Cruz Real Property and the Monterey Real Property is sometimes referred to collectively as the " eal Progm', and the Santa Cruz Real Property Collateral and the Monterey Real Property Collateral is sometimes referred to collectively as the “ eal Progem Qollateral'. The Santa Cruz Deed of Tmst and the‘ Monterey Deed of Trust are referred to collectively as the Trust”. The Santa Cruz Real Property UCC and the Monterey Real Property UCC are referred to collectively as the “ ea! Prom UCC". H. Monterey Land's obligations under the Term Loan are guaranteed by: (i) Brandom pursuant to the terms of that certain Guaranty dated as of May 21, 2019 (the “Brandom Term Lgn Guarany"); (ii) Yelich pursuant to the terms of that certain Guaranty dated as of May 21, 2019 (the " glloh Term Loan Guaram"); (iii) Goldie pursuant to the terms of that certain Guaranty dated as of May 21, 2019 (the "Goldie Term Loan Guarang"); and (iv) Coastal Nursery pursuant to the terms of that oerbin Guaranty dated as of May 21, 2019 (the "Coasi Huger! Term Loan Guaranty"). The Real Estate Credit Agreement, the Term Loan Note, the Deed of Trust the Reel Property UCC, the Brandom Term Loan Guaranty, the Yelich Term Loan Guaranty, the Goldie Term Loan Guaranty, the Coastal Nursery Term Loan Guaranty, and all documents and instruments securing or relating to Monterey Land's, Brandom's, Yelich's, Goldie's, or Coastal Nursery's obligations, including but not limited to the documents and instruments listed above, are referred to herein as the “RE Lgn Documentg". The Line of Credit and the Term Loan are sometimes I. As of August 15, 2020, Coastal Nursery or Monterey Land, as applicable, was indebted to Lender in the following amounts: 2682171v1 1220610176 2 256 mm Hm 1-3 I“ 5 1. Line of Credit $4,972,599.67 $24,570.40 $879.03 2. Term Loan $2,386,741.88 $7,597.52 $0.09 Interest continues to accrue daily at the respective interest rates applicable to each credit facility. Coastal Nursery is in default under the RLOC Loan Documents as the unpaid pn'ncipal balance of the Line of Credit exceeds the maximum amount thereof under the terms of the RLOC Credit Agreement and Coastal Nursery, aer demand by Lender, has not repaid that portion of the principal balance thereof in excess of that maximum amount, along with all unpaid accrued interest on that portion, and the Line of Credit matured on May 31, 2020 and was not be extended or renewed. Coastal Nursery is also in default for Monterey Bay is in default under the Term Loan, as a default under the Line of Credit is also a default under the Term Loan, as provided in the Credit Agreement. Vlth respect to the Line of Credit, the foregoing amounts of principal and interest, together with any other charges that may be owing under the RLOC Loan Documents, are hereinafter referred to as the “ L09 Existing Indebtedness." With respect to the Term Loan, the foregoing amounts of principal and interest, together with any other charges that may be owing under the RE Loan Documents, are hereinaer referred to as the “ errn Loan Existing lndgbtggaeag." The RLOC Existing Indebtedness and the Term Loan Existing Indebtedness is sometimes referred to herein collectiveiy as the "Existing Indebtedness”. The RLOC Loan Documents and the RE Loan Documents are sometimes referred to herein collectively as the “Loan Documents”, and the Line of Credit and the Term Loan are sometimes referred to herein collectively as the “Credit Eagles'. The Personal Property Collateral and the Real Property Collateral is sometimes referred to herein collectively as the " oliaggl". J. The Parties now desire to enter into this Agreement to provide for Lender's forbearance of its right to exercise any and all of the remedies provided to it under the Loan Documents, in exchange for the waivers and other consideration provided to Lender by Obligors, on the terms and subject to the conditions of this Agreement. NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: 1. Incorporation of Recitals. The Recitals set forth above are hereby incorporated into the terms of this Agreement. 2. Acknowledgments. Obligors acknowledge that: (a) The amount of the Existing Indebtedness is as set forth above; (b) The Credit Facilities are, and remain, in default; (c) Each and every one of the Loan Documents is valid and enforceable against Obligors according to its terms; and (e) Obligors have no defenses or offsets against their obligations under any of the Loan Documents. 3. Conrmation of Security. Obligors acknowledge that the above-referenced security interests granted to Lender pursuant to the Loan Documents are now and continue to be per-faded by the Security Agreement, the Personal Property UCC, the Deed of Trust, and the Real Property UCC, as applicable. Excepts as otherwise provided in this Agreement, Obligors conrm that all property subject to 2682mm /22061.0176 3 257 those security interests is still owned by Cbastal Nursery and Monterey Land, as applicable, and Coastal Nursery and Monterey Land have not granted or had any other liens imposed upon any of the Collateral. 4. Additional Collateral; Cross-Collateralization of the Line of Credit. As an inducement for Lender to enter into this Agreement, Obligors agree that the Line of Credit shall be secured by the Deed of Trust. 5. Effect on Loan Documents; Execution and Delivery of Additional Documents. Vlth the exception of the Forbearance Period described in Paragraph 7 of this Agreement and the term-out of Overadvance (as dened on Paragraph 8 below) and closing of the Line of Credit described in Paragraph 8. all terms and conditions of the Loan Documents shall remain in full force and effect unmodied by this Agreement. Obligors acknowledge that all the Credit Facilities shall continue in default notwithstanding the Forbearance Period. The Parties shall execute and deliver all documents necessary to consummate the transactions called for by this Agreement. 6. Conditions Precedent.The following are conditions precedent to Lender's obligations under this Agreement. Lender will not have any obligations under this Agreement unless each condition is satised, as determined by Lender in its sole discretion. ln the event that the following conditions are not satised, this Agreement shall be null. void. and of no future force and effect: (a) Obligors shall execute this Agreement without modications of any type; (b) Upon execution of this Agreement. Obligors shall pay to Lender a forbearance fee in the amount of $10,000.00. and such fee to be deemed fully earned upon payment. (c) Coastal Nursery shall execute and deliver to Lender a deposit account control agreement ("DACA"), in form and substance acceptable to Lender in its sole and absolute discretion. for any deposit account maintained by a nancial instruction in which Coastal Nursery has an interest. (d) Monterey Land shall execute and deliver to Lender an original modication agreement (deed of trust), in a form provided by Lender. modifying the Santa Cruz Deed of Trust to add the Line of Credit Note as one of the "Secured Obligations" (as the term is dened in the Santa Cruz Deed of Trust); (e) Monterey Land shall execute and deliver to Lender an original modication agreement (deed of trust), in a form provided by Lender, modifying the Monterey Deed of Trust to add the Line of Credit Note as one of the “ ll tions' (as the term is dened in the Monterey Deed of Trust); (f) Issuance to Lender of such endorsement(s) to Lender‘s policy or policies of title insurance for the Credit Facilities as required by Lender in Lender’s sole discretion and in such form as Lender may require, insuring the continued rst priority of the Santa Cruz Deed of Trust and the Monterey Deed of Trust, presently insured in said policy or policies, except for non-delinquent taxes and assessments and such other exceptions as Lender may approve in its sole and absolute discretion; (g) All representations and warranties of Obligors, as contained in Paragraph 14 below, are true and correct. 7. Forbearance Period: Duties of Parties. Notwithstanding that Obligors acknowledge and agree that the Lender has the n'ght to exercise any and all of its remedies pursuant to the Loan Documents, and subject to the conditions stated above, Lender agrees to forbear from taking any action to enforce its remedies regarding the existing defaults through June 30, 2021. strictly upon the terms of this Agreement. (This period of forbearance is referred to hereinafter as the “Forbearance Period"). The execution of this Agreement does not cure the Obligors' defaults. but Lender agrees to take no further action on those defaults during the Forbearance Period so long as the Obligors conform strictly to the terms of this Agreement. OBLIGORS ACKNOWLEDGE THAT LENDER SHALL NOT BE OBLIGATED 2682171v1 /22061.0176 4 258 FOR ANY REASON TO FURTHER EXTEND THE FORBEARANCE PERIOD OR OBLIGORS’ TIME FOR PERFORMANCE UNDER THE LOAN DOCUMENTS. During the Forbearance Period: (a) Lender shall waive the accrual of interest on the Line of Credit and Term Loan at the default rate othenNise applicable in the RLOC Credit Agreement and the Real Estate Credit Agreement, respectively. (b) Coastal Nursery shall make all payments on the Line of Credit as specied in Paragraph 8(c) of this Agreement. (c) Coastal Nursery shall continue to furnish to Lender no later than 30 days after the end of each month. a Borrowing Base Certicate (as dened in the RLOC Credit Agreement) current as of the end of that month, together will all supporting documentation required by Lender. except that Coastal Nursery shall not subtract the amount of any accounts payable of Borrower greater than 30 days past terms from the calculation of the Borrowing Base (as dened in the RLOC Credit Agreement). (d) There shall be increase in the amount of the Overadvance. (e) Monterey Land shall make all regularly scheduled monthly combined payments of principal and accrued interest on the Term Loan, as specied in the Real Estate Credit Agreement. (f) All cash generated by Coastal Nursery shall be deposited into an account of Borrower subject to a DACA and Borrower shall cause the nancial instruction that is subject to the DACA to provide Lender with a duplicate monthly account statement. (g) No later than December 31, 2020. any lien against the Real Property for real property taxes and assessments shall only be for current taxes and assessments due but not yet payable. (h) As soon as available. but no later than 3O days after the end of each scal quarter, commencing with the quarter ending June 30, 2020. a copy of self prepared quarterly nancial statements of each Brandom, Yelich, and Goldie. Notwithstanding the foregoing. copies of the nancial statements for the quarter ending June 30. 2020 shall be delivered to Lender no later than November 30, 2020. (i) No later than December 15. 2020. Lender has received reimbursement in the amount of $20,000.00 for legal fees incurred for review of the Loan Documents and for the preparation of this Agreement and other ancillary documents. 8. Tenn-Out of Overadvance and Closing of Line of Credit. Coastal Nursery acknowledges that as of August 1, 2020. the aggregate unpaid principal balance of the Line of Credit exceeded the lesser of: (i) $5,000,000.00 or (ii) the Borrowing Base by the sum of $1,200,000.00 (referred to hereafter as the “0veradvance‘). Pursuant to Sglon 2.09 of the RLOC Credit Agreement, Coastal Nursery is required to repay the Overadvance. along with accrued interest on the Overadvance. upon demand by Lender. As of the date of this Agreement and aer demand by Lender for repayment, the amount of Overadvance remains due and owing to Lender. Coastal Nursery has requested that Lender term out the amount of the Overadvance. Lender agrees to term out the amount of the Overadvance, subject to the terms of this Agreement and the following conditions (the parties acknowledge that any reference to the Line of Credit in the following conditions includes the amount of the Overadvance): 2682mm /22061.0176 5 259 (a) No Further Advances. The revolving feature of the Line of Credit is closed and will not be re-opened. All amounts outstanding under the Line of Credit, once repaid, may not be reborrowed. (b) Interest. The unpaid principal balance of the Line of Credit shall accrue interest at the rate as provided in Section 1.06 of the RLOC Credit Agreement. (c) Required Payments; Final Payoff Date. (1) Borrower shall pay accrued interest on the Line of Credit on December 15. 2020 and on the fteenth day of each month thereafter to the end of the Forbearance Period. (2) Borrower shall repay principal on the Line of Credit in installments of the amounts and on the dates indicated below. beginning on December 15. 2020 and thereafter to the to the end of the Forbearance Period: Dai e n cu December 15, 2020 $300,000.00 January 15, 2021 $200,000.00 February 15, 2021 $200,000.00 April 15, 2021 $200,000.00 May 15, 2021 $300,000.00 (3) The unpaid principal balance of, all unpaid accrued interest on, and all other charges under this agreement with respect to the Line of Credit, shall be paid on June 30, 2021. 9. Termination of Forbearance Period. The Forbearance Period shall terminate automatically and immediately without notice upon the earlier of the following dates: (a) June 30, 2021; or (b) The date on which any Event of Default, as dened in Paragraph 17 below, on the part of any of Obligors, occurs under this Agreement. Obligors acknowledge that if the Forbearance Period is terminated in accordance with this paragraph, then Lender shall automatically be relieved of any further forbearance obligation under this Agreement. In addition, upon expiration of the Forbearance Period, or upon termination under this paragraph, Lender may prosecute litigation, foreclose its security interests, or take any other steps necessary to enforce the Loan Documents and this Agreement. Upon termination of the Forbearance Period, in addition to all remedies available under the Loan Documents, Obligors hereby stipulate and agree that Lender may have a receiver appointed to take possession of the Collateral. 10. Relationship of Parties. Although Lender is willing to enter into this Agreement to provide Obligors with an opportunity to fully repay the Existing Indebtedness, the Parties acknowledge that it is possible that such efforts may not lead to such a result. Each of the Parties acknowledges that he or it shall be acting in accordance with his or its perception of his or its best interests, and that none of the Parties has assumed, or will assume, any duty towards the other party to this Agreement or any obligation to further the interests of such other Party. The sole relationship between the Lender on the one hand, and Obligors on the other hand, is as a lender/borrower and guarantor, respectively, and 2682mm /22061.<_)176 6 260 neither Lender. on the one hand, nor Obligors on the other hand, has acted. or in the future will act, as a duciary for the other. 11. Non-Waiver of Violations. Lenders failure to exercise its remedies during the Forbearance Period shall not be construed as a waiver of its right to exercise its remedies as a result of the foregoing violations of the Loan Documents, or as a result of any other violations or defaults which have occurred. may occur now or occur in the future. Obligors agree that Lender may accept payments and apply them to amounts of principal and/or interest owing under the Credit Facilities and that such application shall not be a waiver or cure of the violations which exist under the Loan Documents. 12. Amendments to Loan Documents to be in Writing. Each of the Parties acknowledges that. in the course of performance under this Agreement, the Parties will communicate with each other and those communications may involve discussions of the deadlines and other requirements under this Agreement. The Parties each acknowledge and agree that no such discussions shall result in a modication of this Agreement unless and until such discussions have been reduced to a formal writing and signed by each of the Parties. 13. Covenants. Compliance by Obligors with the covenants and conditions in the Loan Documents that are in conict with the covenants and conditions of this Agreement will be waived until termination of the Forbearance Pen'od. Obligors shall be required to comply with all other conditions and covenants of said agreements. and of this Agreement until the Credit Facilities are paid in full. 14. Representations and Warranties of Obligors. (a) The execution, delivery and performance by Obligors of this Agreement are duly authorized acts by them. and do not and will not: (i) violate any provision of any law, rule, regulation, order, writ, judgment,‘ injunction, decree. determination or award presently in effect having application to Obligors; (ii) result in a breach of or constitute a default under any material indenture or loan or credit agreement or other material agreement. lease or instrument to which any of Obligors is a party or by which it or its properties may be bound or affected. (b) This Agreement and any instrument, document or agreement required thereunder. when delivered to Lender. will constitute legal. valid and binding obligations of Obligors enforceable against Obligors in accordance with their respective terms. (c) All information heretofore. herein or hereafter supplied to the Lender with respect to this Agreement is true and correct in all material respects. (d) As of the date of this Agreement. Obligors represent and warrant to the Lender that: (i) Obligors have paid all taxes. assessments. and governmental charges and levies thereon. including. without limitations. real property taxes. payroll taxes and sales taxes. (ii) Obligors have not received written notice of. nor to the actual knowledge of Obligors. that there is any litigation. arbitration or other legal or administrative suit. action. proceeding or investigation of any kind pending or threatened in writing against or involving Obligors. (iii) there are no subleases. licenses. or other third party use/occupancy rights with respect to the Real Property Collateral. and the Obligors have not granted to any third party any lease. license. use or other occupancy rights with respect to the Real Property Collateral where such rights currently remain in effect. 2632mm /22061.or76 7 261 15. Obligors’ Full General Release of Lender. Obiigors desire [and the Par-t ies agreehu eliminate any poasibllity that any past conditions; acts, omlssmns. events, circu mstances or matter-s would impair or otherwise affect any rights. inlerests. contracts or remed ies of the Lender pursuant to this Agreement. Therefore. Obifgors unmndionay. fully and forever release and discharge Lender which, for the purpose of this Agreement (including but not limited to the releasas and w aivers of runner claims and the indemnication provisions herern) Includes Leader's parent or subsidiary corparation‘s. predecessors in interest of the Lender. and successors-in-lnterest of Lender. Lender‘s directors. ofcers. stockholders! agents employees sumsssors‘ assigns. parents. subsidiaries. a fliates and attorneys (including but not limiied to in-house counsel] in all capacities, including but not limited to individually from: (a) All claims. demands. liabilities. damages. aclicns. causes cl action or defen ses of any kind whatsoever (if any}. whether knolirn cr unknown. which Obligors. or any of them. might otherwise have-against Lender or any of its agents. employees er attorneys. for any conditio n. ant. omission. event. contract. liability. obligation. indebtedness. claim. cause erection. defense. cir cumstance ormailer ofan-y kind whatsoever inciuding any breach oralleged breach of any implied covenant of good iaith and lair dealing or any other implied covenant which existed. arose or o ccurred at any lime prior to the exeoation' and delivery of this Agreement. The claims released shall specically inoiude‘. out shall not be limited to, ciaims for lender liability tor any funding made. failure, or refusal to fund by Lend er and any claim that Lender has any liability for any failure to negotiate that may have occurred; and (b) This Agreement shall constitute a complete defense to any claim. cause of action, defense. contract. liability. indebtedness or obligation released hereunder. (c) The releases described herein shall not be construed as a. release of any obligation arising from this Agreement. 16. Waiver of Unknown Claims/No Assignment of Claims. Obligors acknowledge familiarity with the provisrons of the California CivilCocle section 1542. 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 tin-lo of exocuttog the releas e and that, if known by him or her, would have materially affected his or her set tlement with the debtor or released party.” 'With respect to those claims waived or released by this Agreement. the prowsions of California Civil Code Bastion 1542. if in any way. applicable. as welt as the provisions of all comparabte. equivalent, or similar statutes and principles of common law are hereby and voluntarily waived by Obligcrs and each party acknowledges that this waiver is an essential and material term of this Agreement. Each of the Parties warrants and represents that no claims released hereby have been assigned. Obligors warrant and represent that they have consulted. or have had the opportunity to consult. With counsel of their choice and either have had the meaning of Civil Code Section 1542. explained to thorn or have decided voluntarily to not consudgcunsal. f, 'J .- a") 5-; I r .' y "'---. ._ Initials (on behalf of Obligots} 17. Event of Detauit. In addition to all-detaults and events of default as dened au dio-r described in the Loan Documents. other than ash'ereirt expressly described in the recital paragraphs. Obltgors agree that each of the following events shall constitute an event of defaultfor pitmoses of lhIS (a) Obligors shall commit any breach or default oi any covenant. term. or condition contained in this Agreement: Jutziiii l . eminiiilir- ti 262 (b) Any material representation or warranty made by Obligors shall prove to have been false or misleading; (c) A petition or action for relief shall be led by or against any of Obligors pursuant to the U.S. Bankruptcy Code (Title 11, U.S. Code) in effect from time to time, or under any other law relating to bankruptcy. insolvency. reorganization. moratorium. creditor composition, arrangement or other relief from debts; the appointment of a receiver, trustee. custodian or liquidator of or for any of the Collateral. or upon the death. incapacity, insolvency. dissolution, or termination of the business of Obligors; (d) Any lien attaches to or levy is made upon the Collateral if the lien materially impacts Lender’s claim. whether voluntarily or involuntarily suffered or permitted by any of Obligors; (e) The ling of any lawsuit or other legal action by or against any party to this Agreement (other than Lender) challenging (1) the existence or priority of Lender’s lien upon the Collateral or (2) the enforceability of validity of this Agreement or any of the documents herein described. 18. Survival. All releases. reafrmations. waivers. warranties. and representations of Obligors pursuant to this Agreement shall survive the termination of this Agreement for any reason. including. without limitation. any termination or cancellation as a result of any failure of condition or Event of Default. and shall be deemed to be and remain in full force and effect thereafter. 19. Time. Time is of the essence with respect to all aspects of this Agreement. 20. Successors and Assigns. This Agreement shall be binding on and inure to the benet of the successors and assigns of the Parties. Obligors may not assign this Agreement or any right hereunder and any related documents and instruments without Lender's priorwrltten consent. which consent may be withheld in Lender's absolute and sole discretion. 21. Attorney’s Fees. Obligors shall reimburse Lender for its reasonable legal fees and expenses incurred in reviewing the Loan Documents and in the preparation of this Agreement. In any action or proceeding relating to the interpretation or enforcement of this Agreement. or any documents relating to this Agreement, or with respect to any of the Collateral. the prevailing party shall be entitled to recover reasonable expenses. attorneys' fees and costs from the other party. 22. Waiver. The waiver of any breach of this Agreement by any party shall not constitute a continuing waiver or a waiver of any subsequent breach. either of the serne or another provision of this Agreement. 23. Headings. The paragraph headings contained herein are for the purpose of convenience only and shall not be considered in construing this Agreement. 24. Amendment. The terms. covenants. and conditions of this Agreement may not be altered, changed or modied except by a writing signed by all of the Parties. 25. Severability. If any provision of this Agreement shall be prohibited by or invalid under applimble law. such provision shall be ineffecaive only to the extent of such prohibition or invalidity. without invalidating the remainder of such provision or any remaining provisions of this Agreement. 26. Professional Advice. Obligors acknowledge and agree that it has had sufcient opportunity to obtain independent advice from its own advisors as to the business. legal, and tax impacts of this Agreement. the other documents and instruments required herein. and it has not relied on Lender or Lender‘s advisors for any business. legal. tax. or other advice whatsoever. 27. Notices. All notices under this Agreement shall be delivered to the Parties at the address below his or its signatures. below. with copies provided to their attorneys (if any) at the addresses listed below. 2682171v1/22061.0176 9 263 28. Counterpart Execution; Facsimile and Electronic Mail Signatures Deemed to be Originals. This Agreement may be executed in any number of counterparts. each of which shall be an original. but all ofwhich shall constitute one instrument. Signatures transmitted by facsimile or e-maii shall be considered to be original signatures. 29. Choice of Law; Jurisdiction and Venue; Jury Trial Waiver; Judicial Reference Provision. (a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT). THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF. THE RIGHTS 0F THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, AND ANY CLAIMS, CONTROVERSIES 0R DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. (b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBYWAWES ITS RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM"). EACH PARTY HERETO REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILYWAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN .THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. (c) IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT") BY OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET FORTH IN SUBSECTION (b) ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING, THE PARTIES HERETO AGREE AS FOLLOWS: (i) WITH THE EXCEPTION OF THE MATI'ERS SPECIFIED IN SUBCLAUSE (i_i) BELOW, ANY CLAIM SHALL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE. VENUE FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF FRESNO, CALIFORNIA. (ii) THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY. (B) EXERCISE OF SELF HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), {C} APPOINTMENT OF A RECEIVER, AND (D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS, OR PRELIMINARY INJUNCTIONS). THIS AMENDMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOTWAIVE THE RIGHT OF ANY PARTY TO PARTICIPATE IN A REFERENCE PROCEEDING PURSUANT TO THIS AMENDMENT WITH RESPECT TO ANY OTHER MATTER. (Iii) UPON THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES DO NOT AGREE UPON A REFEREE WITHIN 10 DAYS OF SUCH WRITTEN REQUEST, 2632171v| /22061.0176 10 264 THEN, ANY PARTY SHALL HAVE THE RIGHT T0 REQUEST THE COURT T0 APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(b). THE REFEREE SHALL BE APPOINTED TO SITWITH ALL OF THE POWERS PROVIDED BY LAW. PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE THE POWER TO ISSUE TEMPORARY OR PROVISIONAL REMEDIES. (iv) EXCEPT AS EXPRESSLY SET FORTH IN THIS AMENDMENT. THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE. AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT TO THE COURSE OF THE REFERENCE PROCEEDING. ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A COURT REPORTER. EXCEPTWHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, A COURT REPORTER SHALL BE USED AND THE REFEREE SHALL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL HAVE THE OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG‘WITH THE REFEREE'S FEES, SHALL ULTIMATELY BE BORNE BY THE PARTYWHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE. (v) THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA. (Vi) THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE ASWELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT. THE REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW. THE REFEREE SHALL ISSUE A DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE’S DECISION SHALL BE ENTERED BY THE COURT AS A JUDGMENT IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE FINAL JUDGMENT OR ORDER FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY APPEALABLE AS IF lT HAS BEEN ENTERED BY THE COURT. (VII) THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETOWILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING [OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] 268mm /22061.0176 11 265 IN WITNESSWHEREOF; the Parties have executed this Agreement lo be aadlva as of the date slated above. OBUGORS COASTAL NURSERY. LLC. a Callfomia limited llability company e'y; nusw ROAD INVESTMENT GROUP. Lac. a‘ _ Deiawara "railed liability company. as Manager Address for notices; 2894 Scum Coast Highway. Unit 1 "‘ I Laguns Beach. CA 92661 ’ " .4_~ . , . ByAenhon. Nell Brandom. Manager Ne‘lamndom‘ Manager 39. Chris Yelioh. Manager By: Scott Goldie. Manager 2mmmzzoolono 12 266 Address formums: 2894 South Coast Highway. Unn 1 Laguna Beach. CA 92661 Attention: Neil andom. Manager Address for notices: 2394 South Coast Highway. Unit1 Laguna Beach. CA 92651 Address for notices: 2894 South Coast Highway. Unln Laguna Beach. CA 92651 Address for notices: 2894 South Coast Highway. Unlt 1 Laguna Beach. CA 92661 2682|7lv| [2&30176 MONTEREY BAY LAND HOLDINGS. LLC. a Delaware limited liabity company By DUSTY ROAD INVESTMENT GROUP, LLC. a Delaware limited Itablll’ty company. as Manager /_#2ac. 2’. - Neil Brandom. Manager aw NEIL BRANDOM CHRISTOPHER YEUCH SCOTT GOLDIE 267 LENDER RABO AGRIFINANCE LLC, a Delaware limited liability company, as successor-in-interest to RABOBANK. N.A. Address for notices: y / .I .Rabo Agrinance LLC .// / {327/ clo Rabo Diversied Services LLC By' gEEC/5;” E m I F i ' 6.919 Chancellor Drive gg I Cedar Falls. IA 50613 ' Attention: Mike Hayes 268mm «‘gz'ooi 01.76 l4 268 EXHIBIT "L" Coastal Nursery. LLCIMonlerey Bay Land Holdings. LLC 2021 Emwmgmadman: Obligation No. 23362071 Ran! Esla1e Term Loan: Obligation No. 28362073 FIRST AMENDMENT TO FORBEARANCE AND EXTENSION AGREEM ENT AND GENERAL RELEASE (RABO AGRIFINANCE LLC - COASTAL NURSERY, LLCIMONTEREY BAY LAND HOLDINGS. LLC) THIS FIRST AMENDMENT TO FORBEARANCE AND EXTENSION AGREEMENT AND GENERAL RELEASE ("glad-many) is made effective as of October 15, 2021. by and among RABO AGRIFINANCE LLC. a Delaware limited liability company. as successor-in-intarest ta RABOBANK. NA. {1M}. COASTAL NURSERY. LLC, a Callfomia llmiled liability company (‘Cuastgl Nursa"). MONTEREY BAY LAND HOLDINGS. LLC. a DeIaware limited liability company ['Montgmg Land“). NEIL BRANDOM. an Individual (“an-gm"). and CHRISTOPHER YELICH. an individual (‘Yallclfl Coastal Nursery, Monterey Land. Brandom. and Yallch are sometimes referred to heretn collectively as 'gg.” The parties hereto wlll be referred to collectively as the ‘Partig.’ ' RECITALS A. Lender. Obligors. and SCOTT GOLDIE. an individual (“Goldie“) are parties to that certain Forbearance and Extension Agreement and General Release dated as of November 16. 2020 (the “Forbearance Agreement“). whereby Lender agreed to forbear from exercising all of its rights and remedies provided to lt under the Loan Documents. All capitalized terms used herein shall have the meanings provided in the Forbearance Agreement. unless otherwise specied. B. As a condition precedent to Lender's obligations under the Forbearance Agreement. Monterey Lend executed that certain (l) Modication Agreement (Deed ofTruet] to and in favor of Lender. dated as of November 16. 2020. and recorded on December 17. 2020. es Document Number 2020- 0054605. in the Ofcial Records oi Santa Cruz County. State of Catifomia. modifying the Santa Cruz Deed of Trust to add the Line of Credit Note as one of the “Secured Ubilgations' (as the term is dened in the Santa Cruz Deed of Trust) and (it) Modification Agreement {Deed of Trust) to and in favor of Lender. dated as of November 1E. 2020. and recorded on December 17. 2020. as Document Number 2020075452. in the Ofcial Records ofMonterey County. State of California. modifying the Monierey Deed oi Trust to add the Line of Credit Note as one of the ' soured Qgligetioue' (as the term is dened in the Monterey Deed of Trust). c. By letter dated April 23. 2021. Lender. through its counsel. notied Obligore and Goldie of certain defaults of Obligors under the Forbearance Agreane'nt. es more particularly described therein. and-Lender reserved all of its rights to collect the loans and enforce its rights to the Collateral. D. Goldie died on June 10. 2021 and Goidie's obligations under the Goldie RLOC Guaranty and the Goldie Term Loan Guaranty are subject to a claim by Lender against Goidie’s estate. E. BROOKS STREET PARTNERS MANAGEMENT. LLC. a California limited liability company (“Brooks Street"). Brandom. and Yelich also assert certain claims against Goidie's estate. F. Coastal and VERNAL BAY INVESTMENTS. LLC. a California limited liability company .(‘Vernal Bay”) have entered into a nancing agreement and other related documents and agreements dated on or about October 15. 2021 pursuant to which Coastal has obtained ormay obtain loans from Vernal Bay. payment of which ls or will be secured by a security interest in and lien upon the Personal Property Collateral. the Santa Cruz Real Property, and the Monterey Real Property. 2900524vl /2206I .0 I 76 269 G. As of October 8. 2021. Coastal Nursery or Monterey Land. as applicable, was lndebted to Lender in the following amounts: Mam 31mm l rest 1. Line ofCredit $4,023,939.12 $91,146.35 2. Term Loan $2,325,724.53 $5224.41 Interest continues to accrue daily at the respective interest rates applicable to each credit facility, in addition to the accrual of late fees and attorney's fees. H. The parties now desire to enter into this Amendment to provide for the extension of the Forbearance Period and Lender's agreement to subordinate its security interest and lien in and upon the Personal Property Collateral to the security interest and lien of Vernal Bay In and upon the Personal Property Collateral In exchange for a full general release of all claims of Obligors against Lender. in addition to other consideration. on the terms and subject to the conditions of this Amendment. NOW THEREFORE. in consideration of the mutual covenants contained herein. the Parties agree as follows: 1. incorporation of Recitals. The Recitals set forth above are hereby Incorporated into the terms of this Agreement. 2. Acknowledgments. Obiigors acknowledge that: (a) The amount of the Existing Indebtedness is as set forth in Recital F above, and that interest continues to accrue daily at the respective interest rates applicable to each credit facility, in addition to the accrual of late fees and attorney's fees: (b) The Credit Facilities are. and remain. In default: (c) Each and every one of the Loan Documents Is valid and enforceable against Obligors according to its terms; and (d) Obligors have no defenses or offsets against their obligations under any of the Loan Documents. 3. Conrmation of Security. Obligors hereby confirm that all property subiect to the security interests granted'to Lender pursuant to the Loan Documents. including. without Limitation. the Security Agreement. the Santa Cruz Deed of Trust. and the Monterey Deed of Trust. Is still owned by Coastal Nursery and Monterey Land. as applicable. and Coastal Nursery and Monterey Land have not and will not challenge Lender's Interests under the Loan Documents or the Collateral. 4. Additional Real Property Collateral. As an inducement for Lender to enter into this Amendment and as a condition precedent to Lender's obligations herein. Obligors shall cause _ |NNOVATE NATOMAS. LLC. a Delaware limited liability company {'lnnovate‘). to execute and deliver to Lmder a deed of trust In favor of Lender encumbering certain real property located In Sacrament County. California. more particularly described as Sacramento County Assessor Parcel Numbers 225-2950-001. -0Ei3. -005. $.06, and 07 {the “New Collateral") asa second priority lien behind lender HANKEY CAPITAL. LLC. a Califomla limited liability company ('Hankey'}. The New Collateral shall secure full and timely payment of all Existing Indebtedness. Lander shall have no obligation to release any Collateral. Including. without limitation. the New Collateral. until all Existing indebtedness is paid in full. Obligors hereby represent and warrant to Lender that Hankey has provided its written consent to the further encumbrance ofthe New Collateral In favor of Lender. 2900524vi / 2206i .0l 76 2 270 5. Subordination of Personal Property Collateral. In cunnaclion with Vernal Bay's nancing of Coastal. as described ln Racita! F of this Amanda-lam. Lender agrees to subordinate any and all security interests or llans that ll now has or hereinafter acquires in or an any and all of the Personal Property Collateral to the perfected security interests or liens which Vernal Bay now has or may hereaer acquire In or on any and all of the Personal Property Collateral. Lender agrees to execute end deliver to Vernal Bay a subordination agreement. in form and substance reasonable acceptable to Lender, to provide forthe subordination of Lendei’s security interest or lien In the Personal Property Coliateral to the perfected security interest or lien which Vernal Bay now has or may hereafter acquire in the Personal Property Collateral. 6. Amendments. The Forbearance Agreement is hereby amended as follows: 6.1 Paragraph 7 is hereby amended to read in its entirety as follows: "1. Forbearance Period: Duties of Parties. Notwithstanding that Obligors acknowledge and agree that the Lender has the right to exercise any and all of its remedies pursuant to the Loan Documents. and subject to the conditions stated above. Lender agrees to forbear from taking any action to enforce its remedies regarding the existing defaults through July 31. 2022. strictly upon the terms of this Agreement. (This period of forbearance is referred to hereinafter as the "Eorbeaggce Perlod'). The execution of this Agreement does not cure the Obligors‘ defaults. but Lender agrees to take no further action on those defaults during the Forbearance Period so long as the Obligors conform strictly to the terms of this Agreement. OBLIGORS ACKNOWLEDGE THAT LENDER SHALL NOT BE OBLIGATEEI FOR ANY REASON TO FURTHER EXTEND THE FORBEARANCE PERIOD OR OBLIGORS' TIME FOR PERFORMANCE UNDER THE LOAN DOCUMENTS. During the Forbearance Period: (a) Lender shall waive the accrual of default interest on the Line of Credit and Term Loan at the default rate of interest otherwise applicable ln the RLOC Credit Agreement and the Real Estate Credit Agreement. respectively. (b) Coastal Nursery shall make all payments on the Line of Credit as specied in Paragraph 8(c) of this Agreement. (c) Coastal Nursery shell continue to furnish-to Lender no tater-than 30 days. after the end of each month. a Borrowing Base Certicate {as dened in the RLOC Credit Agreement] current as of the end of that month. together will all supporting documentation required by Lender. except that Coastal Nursery shall not subtract the amount of any accounts payable of Borrower greaterman 30 days past terms from the calculation of the Borrowing Base (as dened in the RLOC Credit Agreement). (d) Monterey Land shall make all regularly scheduled monthiy combined payments of principal and accrued intereston the Term Loan. as specied in the Real Eshte Credit Agreement. (e) Ail cash generated by Coastal Nursery shall be deposited into an account of Borrower subject to a DACA and Borrower shall cause the nancial histruciicn that is subject to the DACA to provide Lender with a duplicate monthly account statement. Any lien against the Real Property for real property taxes and assessments shall only be for current taxes and assessments due but not yet payable. (g) As soon as available, but no later than 30 days after the end of each scal quarter. a copy of self prepared quarterly nancial statements of each Coastal Nursery. Monterey Land. Brandom. and Yeiich. 2900524v| 122061.0176 3 271 (h) As soon as available. but no later than October 19. 2021 , a cash forecast of Borrower through July 31, 2022. (i) No later than October 19. 2021. Obligors shall engage a professional nancialadvlsor to monltor Borrower's sales. accounts receivable. accounts payable. and nancial condition with said nancial advisor to be employed by Obligors until at least the earlier of January 15. 2022 or Lender's receipt of a payment of $750,000 to be applied against the princlpal balance of the Line of Credit, as provided ln Paragraph 8(c)(2) of the Forbearance Agreement. (j) Obligors shall cooperate with Lender regarding the administration of Goldie's estate. including. without limitation. providing timely Information related to the tiling of a probate petition or the appointment of a personal representative or executor. Obligors hereby subordinate any and all claims of Obligors against Goldie's estate to any and all claims of Lender against Goldie's estate. Obligors shall cause LUCAS, AUSTIN, & ALEXANDER. LLC. a Delaware limited liability company ("LAA'), or any of LAA's afliates to execute a subordination agreement, in form and substance acceptable to Lender in its sole discretion. to effectuate the subordination provisions of this subparagraph. (k) Concurrently with the execution of this Amendment. Obligors shall execute and delver documents in a form satisfactory to Lender in its sole discretion, including, without limitation, a deed of trust encumbering the New Collateral, which shall provide that all Existing indebtedness shall be cross-collateralized and cross-defaulted. that is, that any item of Collateral shall serve as collateral for all Existing Indebtedness and that any Event of Default (as that term ls dened in any of the Loan Documents) shall constitute a default by all Obligors under all Loan Documents. Lender may, In its sole discretion. require title insurance Insuring the priority of any deed of trust encumbering the New Collateral the cost of said title insurance policy to be paid by Obligors. In addition. Lender may, In Its sole discretion, require an appraisal and/or environmental review of the New Collateral the cost of said appraisal and environmental review to be paid by Obligors." 6.2 Paragraph 8 is hereby amended to read in Its entirety as follows: “8. Term-Out of Overadvance and Closing of Line of Credit. As of August 1. 2020, the aggregate unpaid principal balance of the Line of Credit exceeded the lesser of: (i) $5,000,000.00 or (ii) the Borrowing Base by the sum of $1 200,000.00 (referred to hereafter as the "Overadvance‘). Pursuant to Sgon 2.0g of the RLOC Credit Agreement, Coastal Nursery was required to repay the Overadvance, along with accrued interest on the Overadvance, upon demand by Lender. Coastal Nursery requested that Lender term out the amount of the Overadvance. Lender has termed out the amount of the Overadvance, subject to the terms of this Agreement and the following conditions (the Parties acknowledge that any reference to the Line of Credit in the following conditions Includes the amount of the Overadvance): (a) No Further Advances. The revolving feature of the Line of Credit is closed and will not be re-opened. All amounts outstanding under the Line of Credit, once repaid, may not be reborrowed. (b) interest. The unpaid principal balance of the Line of Credit shall continue to accrue interest at the rate as provided in Section 1.06 of the RLOC Credit Agreement. (c) Required Payments: Finai Payoff Date. (1) Borrower shall pay all accrued interest on the Line of Credit on January 15, 2022. (2) Borrower shall repay principal on the Line of Credit in the amount of $750.000.00 on January 15, 2022. 2900524v| 1220619176 4 272 _ (3) The unpaid principal balance of. all unpaid accrued Interest on. and all other charges under this agreement with respect to the Line of Credit. shall be paid on July 31, 2022. (4) Borrower shall pay Lender a forbearance fee in the amount of $10.000 with said fee to be due and payable on January 15. 2022.‘ 6.3 in Paragraph 9(a) of the Forbearance Agreement the date “June 30, 2021" ls changed to "July 31. 2022." 7. Effect on Loan Documents. With the exception of the Forbearance Period described in Paragraph 7 of the Forbearance Agreement and the term-out of the Overadvance and closing of the Line of Credlt that is described in Paragraph 8 of the Forbearance Agreement. all terms and conditions of the Loan Documents shall remain in full force and effect unmodied by this Amendment. Obligors acknowledge that all the Credit Facilities shall continue in default notwithstanding the Forbearance Period. 8. Non-Waiver of Violations. Lender's failure to exercise its remedies during the Forbearance Period shall not be construed as a waiver of its right to exercise its remedies as a result of the foregoing violations of the Loan Documents. or as a result of any other violations or defaults which have occurred. may occur now or occur in the future. Obligors agree that Lendermay accept payments and apply them to amounts of principal and/or interest owing under the Credit Facilities and that sujch application shall not be a waiver or cure of the violatiOns which exist under the Loan Documents. 9. Representations and Warranties ofObligors. When the Obligors this Amendment. the Obligors represent and warrant to Lender that: (a) this Amendment does not conict with any law, agreement. or obligation by which the Obligors are bound and (b) if any Obligor is a business entity. this Amendment is within the Obligor's powers, has been duly authorized. and does not conflict with any of the Obligors' organizational papers. Obligors further represent and warrant to Lender that LAA does business as 'Brooks Sheet“ and any and all references to Brooks Street is a reference to LAA. 10. Obligors' Full General Release of Lender. Obligors desire (and the Parties agree} to eliminate any possibility that any past conditions. acts. omissions, events, circumstances ormatters would Impelr cr otherwise effect any rights, Interests, contracts or remedies of the Lender pursuant to this Amendment. Therefore. Obligors unconditionally. fully and forever release and discharge Lender which. for the purpose of this Amendment (including but not limited to the releases and waivers of further claims and the indemnication provisions herein) includes Lender's parent or subsidiary corporations. predecessors in interest of the Lender. and successors-in-interest of Lender. Lender's directors. ofcers. stockholders. agents. employees. successors. assigns. parents, subsidiaries. afliates and attomeys (including but not limited to in-house counsel) in all capacities, including but not limited to individually. from: (a) All claims. demands. liabilities. damages. actions. causes of action or defenses of any kind whatsoever (if any), whether known or unknown. which Obligors. or any of them. might otherwise have against Lender or any of its agents. employees or attorneys. for any condition. act. omission. event. contract. liability. obligation. Indebtedness. claim. cause of action. defense. circumstance or matter of any kind whatsoever including any breech or alleged breach of any implied covenant of good faith and fair dealing or any other implied covenant which existed. arose or occurred at any time prior to the execution and delivery of this Amendment. The claims released shall specically include. but shall not he limited to. claims for lender liability for any funding made. failure. or refusal to fund by Lender and any claim that Lender has any liability for any failure to negotiate that may have occurred; and (b) This Amendment shall constitute a complete defense to any claim. cause of action. defense. contract. liability. Indebtedness or obligation released hereunder. 2900524vi Izzoai .0175 5 273 (c) The releases described herein shall not be construed as a release of any' obligation arising fror'n this Amendment. 11. Waiver of Unknown ClaimslNo Assignment of Claims. Obligors acknowledge familiarity with the provisions of the California Civil Code section 1542, which provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Vlth respect to those claims waived or released by this Amendment. the provisions of California Civil Code section 1542. if in any way applicable, as well as the provisions ofall comparable. equivalent, or similar statutes and principles of common law are hereby and voluntarily waived by Obligors and each party acknowledges that this waiver is an essential and material term of this Amendment. Each of the Parties warrants and represents that no claims released hereby have been assigned. Obligors warrant and represent that they have consulted. o'r have had the oppontunity to consult. with Counsel of their choice and either have had the meaning of Civil Code Section 1542 explained to them 0r have decided voluntarily to not consult counsel. Mg Initials (on benambiigors) 12. Notices. As- provided in Pagegrep l1 27 of the Forbearance Agreement, Obligors' hereby designate the address that appears next to Obligors' signature as Obligors' address for all requests. approvals. consents, and other communications between the Parties 13. Other Terms to Remain in Effect. Except as expressly amended hereby, all terms of the Forbearance Agreement shall remain in full force and effect. [REMAINDER OF PAGE lNTENTlONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] 2v003‘24v1 .I 2206 Lox 7o 6 274 IN WITNESS WHEREOF, the Parties have executed this Amendment to be effective as of the date stated above; Address for Notices: 2894 South Coast Highway. Unit 1 Laguna Beach CA92651 Address for Notices: 2894 South Coast Highway, Unit 1 Laguna Beach CA 92651 Address for Notices: 2894 South Coast Highway. Unitt Laguna Beach C'A' 92651Address for NotiCes: 2894 South Coast Highway, Unit1 Laguna Beach CA 92651 2900524“ 12206 | .0176 OBLIGORS COASTAL NURSERY, LLC. a California limited liability company By: DUSTY ROAD INVESTMENT GROUP. LLC_, a Delaware limited liability company. as Manager if) 3,. Magma Nell Brandam, Manager ChrisW. Manager MONTEREY BAY LAND HOLDINGS, LLC, a Delaware limited liability company By: DUSTY ROAD INVESTMENT GROUP. LLC, a Delaware limited liability Company. as Manager By. Neil Brandom, Manager NEIL BRANDON: cnRiaTf PH JR 'Yeucn 275 LENDER RABO AGRIFINANCE LLC. a Delaware limiied liability company. as successor-in-lntereSt to RABOBANK. NA Z‘JUOSZAYI '21::st .II I ’1!» 276 EXHIBIT "M" Baker - Fric C Cole MOHOCK . gttornéy at Law at Jensen ecole@bakermanock.com > y mm l ~ : Fig Garden FmanciaiCenler .. ..,,-~..-.L - A: u “A 5260 N. Palm Avenue ~ Sulle 201 Fresno. CA 93704 559 4325400 UmcE 559432-5620 w: www.bakermanock.comDecember 30, 2021 VIA CERTIFIED MAIL RETURN RECEil’T REQUESTED Coaslal Nursery, LLC Article No. 701 9 2970 0000 0582 9218 2894 Soulh Coast1~lighwuy. Unix l l‘aguna, California 92651 Arm: Mr. Neil Brandon), Manager Monlcrcy Buy Land Holdings, LLC Article No. 701 9 2970 0000 0582 9225 2894 South CoaSt Highway, Unit 1 Laguna. California 92651 Ann: Mr. Neil Brandom. Manager Mr. Neil Brandom Article No. 7019 2970 0000 0582 92.32 .2894 South Coast Highway, Un-il l Laguna. California 9265! Mr. Chrismphcr Yelich Article No. 7019 2970 0000 0582 9249 2894 South Coast Highway. Unit I Lagunu, California 9265i Re: Notice ol“ Event of Dcihult/Rcscrvation of Rights Dear Messrs. Brandom and Yclich: As you recall, this olIicc represents Rabo Agrinancc LLC, a Delaware limited liability company, successorqindntercst to Rzibobank,NA. ("Lugdcr"), in connection with certain loans to Coastal Nursery, LLC (“Coastal"), and Montcrcy Bay Land I'loldings, LLC ("Montcrcy"). The loans arc subject of that certain Forbearance and Extension Agreement and General Release dated as ol'NOVember 16, 2020. by and among Lender. Coastal, Montcrcy. Neil Brandom. Christopher Yelich, and Scott Goldie (referred to collectively as ”Ohlignrs"), as amended by that certain First Amendment to Forbearance and lixtcnsion Agreement and General Release dated as ofOctober lS, 2021 (the "First Amenglment". and together with any previous amendments. the “Forbearance Agreement"). All capitalized terms used in this Letter, unless otherwise dened herein. shall have the meanings specied in the Forbearance Agreement. You are hereby advised that Oblrigors failed to comply with the terms of the Forbearance Agreement. On or about December 27, 202 1, you infer-tried Lender that Coastal or Monterey or both Coastal and Monterey failed to remit certain payroll taxes to the appropriate 39754-14vl 1‘2206L0l16 307 December 30. 2021 Page 2 taxing authority covering at lcasl the rst three (3) quarters 0-1‘2021 and in .lhc approximate 10ml aggregate amount of SI 000.000.. which constitutes m1 event ol’ default under the Loan Documents and the Forbearance Agreement. As you retail, in the First Amendment. Lender agreed 1,0 subordinate its security interest in Personal Property Collateral lo the lien in which Vernal Buy acquired in connectimr with a nancing agreement between Coastal and Vemal Bay dated on or about October i5, 2021. Lender would not have agreed to subordinate its interesl in Personal Property Collateral to Vernal Bay or extend the Forbearance Period, had Obligors disclosed that they failed to remit payroll taxes covering at least the rst three (3) quarters of 2021i By concealing this information from Lender, Obligors made a material misrepresentation of the representations und warranties contained in the Loan Documents and the Forbearance Agreement. There may be additional Events ol' Default not. otherwise identied in this Letter. The occurrence of an Event of Default entitles Lender, at its election, and without demand. to immediately terminate its obligations under the Forbearance Agreement. including any obligation to .t'orbear from taking any action to enforce its remedies under the Loan Documents during the Forbearance Period. ,A-s of the date oFtltis Letter, Lender has chosen not to exercise its rights to enforce payment of the indebtedness owing under the Forbearance Agreement and Loan Documents but Lender explicitly reserves its rights to collect the loans and to enforce its rights to Collateral by all legal means. Lender‘s decision not to exercise its rights to enforce payment ol' the indebtedness under the Forbearance Agreement and Loan Documents is mutle on a derby- day basis to allow Obligors an opportunity to cure the default under the li‘orbearanee Agreement. Lender has not waived its right to enforce payment ofthe indebtedness under the Forbearance Agreement and Loan Documents. and this letter is not a waiver of any tight available to Lender to collect all ar‘noun‘ts owing to Lender from Obligors. Should you have any questions regarding this letter. please contact the undersigned at the number listed above. Very truly yours, t9 f“ r” t1). t' [ti-“Av Eric C.Cole BAKER MANOCK & JENSEN. PC ECCttl'w/sdg cc: Ethan Nelson, Esq]. 2975444“ 122061 [HM 308 December 30, 2021 Page 3 Acknowledgement of Receipt: Please Sign and date xhis Acknowledgement of Receipt and return i1 to Eric C‘ Cole a1 the address listed above. Obligors acknowledge that they are currently in default under the terms ol‘the. Forbearance Agreement. 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Po st al Se rv ic e” CE RT IF IE D M AI L” RE CE IP T D m as c M M ! O nl y Fa w n“ U M IM ur 'n in n' M ifn u' rw ai te al im m dr pa do m m G ar th “” .1 " Fm S #5 1” :S um ac :a . Fm w oo .M r. ee l: m a: sw ag -k w El m “: N ap -M (m um 's 3 E] IW : M m m (a xr ur v. _x 5 D Em u- :4 um :H um “ M m ; s [I m w w n 9m m s [j Am i: rm in g aw n- :5 3 {M aw S ._ __ __ _. Pa r- ta gs $ To M lm la gu m hu EXHIBIT "N" Baker .. , Erlc 0. Cole ManOCk Attorney at Law ecole‘@bakerma'nocl<.com& Jensen ' Fig Garden Financial Center ATTORNEVS AT 1 Aw 5260 N. Palm-Avenue ' Suite 201 Fresno. CA 93704 559 432-5400 OFFICE 559. 43255620. FAX www.bakerman‘ock.comJanuary 21, 2022 VIA CERTIFIEDMAIL RETURN RECEIPT REQUESTED Mr. Neil Brandom 2894 South Coast Highway, Unit I Laguna, California 9,2651 Re: G‘aranty dated as ofMay 21. 201 9 (Bzrandom RLOC Guaran.ty)/ Guaranty dated as ofMay 21, 2019 (Brandom Term Loan Guaranty)/ Forbearance and Extension Agreement and General Release dated as ofNovem-ber 16, 2020-, as amended Dear Mr. Brandom: As you recall, this ofce represents Rabo Agrinance LLC,_ a Delaware limited liability company, suacesso‘rsin-intcrest to Rabo'bank. NA. (“Lender“), in connection with certain loans to Coastal Nursery, LLC (“Coastal”), and Monterey Bay Land Holdings, LLC (“Montcrcy”). The loans are subjeel ot‘lhat certain Forbearance and Extension Agreement and General Release dated as. ofNovcmber 16, 2.020, by and among bender; Coastal, Montercy, Neil Brandom, Christopher Yelich, and. Scott Golce, as amended by that certain First Amendment to Forbearance and Extension Agreement and General Release dated as ofOctober 15, 2021 (the “First Amendment”, and together with any previous amendments, the “Forbearance Agreement”) All capitalized terms used in this Letter, tmle'ss otherwise dened herein, shall have the meanings specied in the Forbearance Agreement. Lender has mfbmmd us that as of the date of this Letter, Borrower has failed to (i) pay all accrued intern-sit on the Line ofCredit on January 15, 2022 and (ii) repay principal on the Line of Credit in the amount of $750,000.00. onJanuary 15, 2022, all as required under the terms of the. Forbearance Agreement. By letter dated December 30, 202] , we informed you of other Events of Default under-the Forbearance Agreement, as more particularly described therein. There may be additional Events of Dcf‘auit not otherwise identified in this Letter. Due to Borrower’s failure to pay as described above and other Events ofDefault, Lender has engaged our ofce to take all necessary action to collect the debt from you pursuant to the Brandom RLOC Guaranty and the Brandom Term Loan Guaranty. This Letter noties you that effective January 16, 2022 all amounts due and owing to Lender under the BLOC Credit Agreement and the Real Estate Credit Agreement will accrue interest at the default rate provided therein. 2985529vl 318 Mr NCF'LI Hangma- Jary 2] , 2022 Pagg 2 As of January 16, 12022, the amount due and owing from Coastal Nursery or Montercy Land, as applicable, is itemized as follows: Credit Fagililx Principal Interest 1. Line of Credit $4,050,51 1.24 $120,054.97 2. Term Loan $2,297,371.75 $7,868.68 Tota‘lAmountDu-e: - - _;_i___-_.(plus unpaid fees) The foregoing total amount docs not include unpaid fees and the legal fees and costs incurred by Lender in making this demand on you, Coastal Nursery? or Monlerey Land. All of Lender’s legal fees and costs will be added to the amount required to fully satisfy your obligation under the Brandom RL'OC Guaranty and the Brandom Torm- Loan Guaranty. This Letter is a formal demand to pay all sums now due and owing to Lender by Coastal Nursery and Monterey Land, as required under the Brandom RLOC Guaranty and the Brandom Term Loan Guaranty. You should understand that this is not one of a series of collection letters; if we do not hear from you immediately we will provide no other notice or demand prior to commencing litigation to enforce your obligation under the Brandom RLOC Guaranty and the Brandom Term Loan Guaranty. You need to immediately contact Mike Hayes at (3 l 2) 833-1 891 or have your attorney contact our ofce to discuss your plan to promptly pay of all amounts owing to Lender. if you have not paid all amounts due and owing by Wednesday, January 26, 2022, we will, without additional notice, commence litigation and will seek recovery of costs and attorney’s fees pursuant to the terms of the Brandom RLOC Guaranty and the Brandom Tenn Loan Guaranty. Thank you for your prompt attention to this matter. Very truly yours, {Celt Eric C. Cole BAKER MANOCK & JENSEN, PC ECC:tlw cc: Mike Hayes, Vice President Brad Bakker. VP, Senior Litigation Counsel 2935529“ 319 Baker Eric C. Coie MOnOCk Attorney at L‘aw ecole bakermanock.com& Jensen @ ' _ Fig Garden Financlal Center AT [OWE-V5 AT LAW 5260 N. Palm Avenue v Suite 2m Fresno. CA 93704 552 432-5a arm; J-amxeuyzl.2022 m’fiimam VIA CERTIFIEDMAIL RETURN RECEIPT REQUESTED Coasta] Nursery, LLC 2894 South Coast Highway, Unit l Lagu-na, Califomia 932651 Aim: Neil Brandon], Manager Chris Yelich, Manager Re: Credit Agreement dated as ofMay 21, 20‘] 9 (RLOC Credit AgreenmntyForbcaranee and Extension Agreement and Genera] Release dated as ofNovember 16, 2020, as amended Dear Messrs. Brandom and Ye'lich: As you recall, this ofce represents Ra‘bo Agri-nance LLC, a Delaware limited liability company, successor-zin-interesl t0 Raine-bank, NA. ("Lender"), in connection with certain loans to Coastal Nursery, LLC (“Coastal Nursery"). The loans are subject of that certain Forbearance and Extension Agreemem and General Release dated as of"November 16, 2020, by and among Lender, Coastal Nursery, Mommy Bay- Land Holdings. LLC, Neil Brandom, Chrismpher Yc‘l‘ich, and Scott Goldie, as amended by that certain First Amendment to Forbearance and Extensiou Agreement and Generals Release dated as ofOct-ober IS, 2021 (the“ ‘irst Amendment”, and together with any previous amendments, the “Forbearance Agreement"); All capitalized terms used in this Letter, unless otherwise dened herein, shall have the meanings specied in the Forbearance Agreement. Lender has informed us that as of the date of this Letter, Borrower has failed to (i) pay all accrued interest on the Line of Credit on January 15, 2022 and (ii) repay principal on the Line ofCredit in the amount of$750,000.00 on January 15, 2022, all as required under the terms of the Forbearance Agreement. By letter dated December 30, 2‘02 l , we informed you o-l' other Events of Default tinder the Forbearance Agreement, as more partioularly described therein. There may he additional Events of Default not otherwise identied in this Letter. Due to Borrower’s failure to pay as described above and other Events of Default, Lender has engaged our ofce to take all necessary action to collect the debt from you pursuant to the RLOC Credit Agreement. 2985885vl I2206| ,Ol 76 320 Neil Brando-m, Manager Chris Yelich, Manager January 21, 2022 Page 2 This Letter notifies you that effective Januaiy 16, 2022 all amounts due and owing to Lender under the KLOC Credit Agreement will accrue interest at the default rate provided therein. As of January 16, 2022, lhc amount clue and owing, From Coastal NurSCry is itemized as follows: Credit Facilitv Princig_a_'l Interest Line ofCre‘dit 34.0505] 1.24 $120,054.97 Total Amount Due: $3,]mgéggi (plus unpaid fees) The foregoing total amount does not include unpaid fees and the legal fee-s and costs incurred by Lender in making this demand on you. All of Lender‘s legal Fees and costs will be added to the amount required to fully satisfy your obligation under the RLOC‘ Credit Agreement. This Letter is a fermal demand to pay all sums now due and owing to Lender by Coastal Nursery, as required under the RI.OC Credit Agreement. You should understand that this is not one ol‘a series ofeollection letters; ii’we do not hear From you immediately we will provide no other notice or demand prior to commencing litigation to enforce your obligation under the RLOC Credit Agreement. You need to immediately contact Mike l-Iayes at (3 12) 833-1 891 or have your attorney contact our office to discuss your plan to promptly pay ol’all amounts owing to Lender. ll’you have not paid all amounts due and Owing by Wednesday. January 26, 2022, we will, without additional notice, commence litigation and will seek recovery of costs and attomey’s fees pursuant to the terms of the RLOC Credit Agreement. Thank you for your prompt attention to this matter. Very truly yours. a? (7CH, Eric C. Cole BAKER MANOCK 81. JENSEN, PC ECC:tlw cc: Mike Hayes, Vice President Brad Bakkcr, VP, Senior Litigation Counsel 2985885\'l I22061 0176 321 Baker . _Eric L, Lola ManOCk Attorney at Law ecole@bakermanock.com:Jensen _ Fig Garden Financial Center ' ' MM‘ 5250 N. Patm Avenue-Suite 2m Fresno. CA 93704 559 432-5400 OFFICE 559432-5620 FAX I 7 . 7 '7Jammy) "1’ ”0‘2 wwwbakermanock corn VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED Montcrey Bay Land Holdings, LLC 2894 South Coast Highway, Uni’t 1 Laguna. California 92651 A‘tln: Neil Brandom, Manager Re: Credit Agreement dated as ofMay 21, 2019 (Real [Estate Credit AgreemeanForbemancc and Extension Agreement and General Release dated as ofNovember 16, 2020. as amended Dear Mr. 13 random: As you recall. this ol‘cc represents Rabo Agril’ma‘nce LLC, a Delaware limited liability company, suecessor-in-intcrcst to Rabobank, NA. (“lender"), in connection with colt-din loans to Montercy Bay Land Holdings, LLC (“Monterey Bay”). The loans are subject ol“ that certain Forbearance and [Extension Agreement and General Release dated as ol‘November 16. 22.020, by and among Lender. Monterey Bay. Coastal Nursery, L'LC. Neil 'Erandnm, Christopher Yelieh, and Scott Goldie, as amended by that certain First Amendment to Forbearance and Extension Agreement and General Release dated as oi'ctobcr 15, 2021 (the “First Amendment". and together with any previous amendments, the "Forbearance Agzgvtment”). All capitalized terms used in this Letter, unless otherwise dened herein, shall have the meanings specied in the Forbearance Agreement. Lender has informed us that. as of the date of this Letter, Borrower has failed to (i) pay all accrued interest on the Line of Credit on January 15, 2022 and (ii) repay principal on the Line ol'Crcdit in the amount (if-$750,000.00 on January 15, 2022, all as required under the terms ol’thc Forbearance Agreement. By letter dated December 30. 2021, we infonned you ol‘ other Events ol‘De fault under the Forbearance Agreement, as more particularly described therein. There may be additional livents ol' Default not otherwise identied in this Letter. Due to Borrower‘s failure to pay as described above and other Events of Deli-lull. Lender has engaged our ofce to take all necessary action to collect the debt from you pursuant to the Real Estate Credit Agreement. This Letter noties you that effective January 16, 2022 all amounts d'uc and owing to Lender under the Real Estate Credit Agreement will accrue interest at the default rule provided therein. 2985933vl [2206 | .Ol 7b Neil Brandom, Manager January 21, 2022 Page 2 As oITJanuary 16, 2022, the amount due and owing from Monterey Bay is itemized as follows: Credit Esau-in Princigggl image's: "l‘crm Loan $2,297,371 .75 $7,868.68 Total Amount Due: _. (plus unpaid I‘ce‘s) The foregoing total amount does not include unpaid fees and t-hc legal fees and costs incurred by Lender in making this demand on you. All of Lender’s legal fccs and costs will be added to the amount required to fully satisfy- your obligation under the Real Estate Credit Agreement. This Letter is a formal demand to pay all sums now due and owing to Lender by Monterey Bay, as required under the Real Estate Credit Agreement. You should understand that this is not One ol‘a series ofcolleetion letters; ifWe do not hear {rem you immediately We will provide no other notice or demand prior to commencing litigation to enforce your obligation under the Real Estate Credit Agreement. You need to immediately contact Mike Hayes at (3 12) 833~ l 891 or have your alto-may contact our ofce, to discuss your plan to promptly pay of all amounts owing to Lender. ['Fyou have not paid all amounts due and owing by Wednesday, January 26, 2022, we will, Without additional notice. commence litigation and will seek recovery of casts and attorney’s fees pursuant to the terms of the Real Estate Credit Agreement. Thank you for your prompt attention to this matter. Very truly yours, I? Farr; {Eric C. Cole BAKER 'MANOC‘K & JENSEN, PC ECC :tlw‘ cc: Mike Hayes, Vice President Brad Bakker, VP, Senior Litigation Counsel 2985933“ IZZOGI 0176 323 Baker Eric I3. ColeMnoCk Attolrnéybali Law kr" ec e a ermanoc .ComaJensen Fig Garden Financial Center «KI h'h'iflli r' > Al .M“ 5260 N. Palm Avenue - Suite 201 Fresno‘ CA 93704 559 432-5400 Orricu 559 432-5620 FAX7 7’)January '1 ‘ 20"" www.bakermanock.com VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED Mr. Christopher Yelich 2894 South Coast Highway, Unit l Lagunm California 02651 RC: Guaranty dated as ol'ley 21 , 201 9 (Yelich RLOC Guaranty)’ Guaranty dated as ol‘ley 2] , 201 9 (Yelich Term Loan Guaranty Forbearance and Extension Agreement: and General Release dated as ofNovembcr 16, 2020, as amended Dear Mr. Yclich: As you recall, this ofce represents Raho Agrillnance LI.,C, a Delaware limited liability company, successor-in-interest: to Rubobunk, NA. (“Lender"), in connection with certain loans to Coastal Nursery, LLC (“Coastal"), and Monterey Bay Land .l--loldings, LLC (“Montercy”) The loans arc subject ofthat certain Forbearance and Extension Agreement and General Release dated as of November 16, 2020, by and among Lender, Coastal, Montcrcy, Neil Brandom, Christopher Yeiich, and Scott Goldie. as amended by that certain First Amendment to Forbearance and Extension Agreement and General Release dated as oi‘Oetober iS, 2021 (the “First Amendment". and together with any previous amendments. the "Forbearance agreement"). /\ll capitalized terms used in this Letter, unless otherwise dened herein, shall have the meanings specied in the Forbearance Agreement. Lender has informed us that as ol'the date of this Letter, Borrower has failed to (i) pay all accrued interest on the Line ol‘Crcdit on January 15. 2022 and (ii) repay principal on the Line oi" Credit in the amount of $750,000.00 on January 15, 2022, all as required under the terms of the Forbearance Agreement. By letter dated December 30, 202 l , we informed you ol‘ other Events ol‘Default' under the Forbearance Agreement, as more particularly described therein. There may be additional Events of Del‘ault not otherwise identied in this Letter. Due to Borrower's failure to pay as described above and other Events oi" Default, Lender has engaged our ofce to take all necessary action to collect the debt from you pursuant to the Yeiich RLOC Guaranty and the Yelich Term Loan Guaranty. This Letter noties you that effective January l6, 2022 all amounts due and owing to Lender under the RLOC Credit Agreement and the Real Estate Credit Agreement will accrue interest at the default rate provided therein. 2985883 | Mr. Christopher Yelich January 2 l , 2022 Page 2 A5 ofJanuary 16, 2022, the amount due tmd owing from Coastal Nursery or Momerey Land, as applicable, is itemized as follows: Credit 3.21111. Principal 1mg-rest 1. Linc ofCre’dit $4,050,51 1.24 $1 20,054.97 2. Term Loan $2,297,371 .75 $7,868.68 Total Amount Due: $_Q.,$?5,89_6i§ (plus unpaid Fees) The foregoing total amount does not include unpaid 'fccs and lhc legal fees and cos‘ts incurred by Lender in making this demand on you, Coastal Nurscly, 01' Montercy Land. All ofLen'dcr’s legal fees and costs will be added to the amount required to fully satisfy your obligation under the Yelich RLOC Guaranty and the Yelich Term Loan Guaranty. This Letter is ,a formal demand to pay all sums now due and owing to Lender by Coastal Nursery and Monterey Land, as required under the Yclich RLOC Guaranty and the Yelieh Term Loan Guaranty. You should understand that this is not one of a series of collection letters; il’ we do not hear from you immediately We will provide no other notice or demand prior to commencing litigation to enforce your obligation under the Yelich RLOC Guaranty and the Yelieh Tenn Loan Guaranty. You need to immediately contact Mike Hayes at (3 12) 833-l 891 or have your attorney contact our ofce to discuss your plan to promptly pay ofall amounts owing to Lender. lfyou have not paid all amounts clue and owing by Wednesday. January 26, 20-22, we will, without additional notice», commence litigation and will seek recovery ofeosts and attorney’s fees pursuant to the terms of the Yclich RLOC Guaranty and the. Yelich Term Loan Guaranty. Thank you for your prompt attention to this matter. Very truly yours, was Erie C. Cole BAKER MANQCK & JENSEN, PC ECC2tlw cc: Mike Hayes. Vice President Brad Bakkcr, VP, Senior Litigation Counsel 298583211] 325 EXHIBIT "O" é RaboAgriFinance Rabo AgriFinance A member of the Rabobank Group PO Box 411995 - Saint Louis - MO - 63141 Telephone (314) 317 8000 - Facsimile (877) 655 9514 www.RaboAg.com 02/08/2022 MONTEREY BAY LAND HOLDINGS LLC C/O Mike Hayes Obligation No. 28362073 - MONTEREY BAY LAND HOLDINGS LLC 21306 Dear Client: The following statement is the estimated amount required to repay the above loan as of 02/08/2022. Please note that interest accrues until funds are received in our National Servicing Center. Principal Balance as of 02/08/2022 $2,277.200.87 Interest on Principal Balance to 02/08/2022 $19,989.48 Legal Fees $13,284.07 Interest on Legal Fees $1 99.69 Prepayment Fee $68,316.03 Reimbursable Cost - Legal $8,120.44 Late Charges $986.20 Total Due $2,388,096.78 Estimated Per Diem for receipt of funds after 02/08/2022 is $936.05. These repayment gures will not be valid after 02/20/2022. There is an installment due on 02/21/2022. The documents will be available for delivery following receipt of certied funds. There will be a delay in forwarding documents for other than certied funds. Questions regarding the repayment of your loan should be directed to Customer Connect toll free at (855) 722-7766 or at CustomerConnect@RaboAg.com. Please return your payment with a copy of this letter. To ensure timely delivery of funds, we suggest wired funds. Please contact your Relationship Manager, listed above for instructions. Checks should be mailed to Rabo AgriFinance, PO Box 790077, St Louis, MO 63179-0077. Sincerely, 1T1 I “FL Rabo AgriFinance )7Z/ National Servicing Center *“IMPORTANT"* These gures may be estimates and are subject to reconciliation and/or nal verication upon actual receipt of funds by the Note Holder. Note Holder reserves the right to adjust these gures and (a) negotiate funds as received and request additional funds, (b) refund excess funds remitted or (c) refuse funds as appropriate to the circumstances thereof. These circumstances may be, but are not limited to, reconciliation of estimates used to prepare this statement, an error in the calculation of the payment amount, previously dishonored remittances or additional disbursements made by this Note Holder between the date of this statement and the actual receipt of funds. éRaboAgriFinance Rabo AgriFinance A member of the Rabobank Group PO Box 411995 - Saint Louis - M0 - 63141 Telephone (314) 317 8000 - Facsimile (877) 655 9514 www.RaboAg.com 02/08/2022 COASTAL NURSERY LLC C/O Daryl Thome Obligation No. 28362070 - COASTAL NURSERY LLC 21305 Dear Client: The following statement is the estimated amount required to repay the above loan as of 02/08/2022. Please note that interest accrues until funds are received in our National Servicing Center. Principal Balance as of 02/08/2022 $3.934,939.1 2 Interest on Principal Balance to 02/08/2022 $27,216.10 Legal Fees $26,572.1 2 Interest on Legal Fees $387.08 Reimbursable Cost - Legal $1 .377.00 Late Charges $347,470.32 Total Due $4,337,961.74 Estimated Per Diem for receipt of funds after 02/08/2022 is $1 687.96. These repayment gures will not be valid after 02/15/2022 or if there are additional paymentsor advances made on this line of credit. This loan is tied to amonthly rate change and a monthly- installment. The documents will be available for delivery following receipt of certied funds. There will be a delay in forwarding documents for other than certied funds. Questions regarding the repayment of your loan should be directed to Customer Connect toll free at (855) 722-7766 or at CustomerConnect@RaboAg.com. Please return your payment with a copy of this letter. To ensure timely delivery of funds, we suggest wired funds. Please contact your Relationship Manager, listed above for instructions. Checks should be mailed to Rabo AgriFinance, PO Box 790077, St Louis, MO 63179-0077. Sincerely, ff“ alga. Rabo AgriFinance W National Servicing Center *“IMPORTANT*** These gures may be estimates and are subject to reconciliation and/or nal verication upon actual receipt of funds by the Note Holder. Note Holder reserves the right to adjust these gures and (a) negotiate funds as received and request additional funds, (b) refund excess funds remitted or (c) refuse funds as appropriate to the circumstances thereof. These circumstances may be. but are not limited to, reconciliation of estimates used to prepare this statement, an error in the calculation of the payment amount. previously dishonored remittances or additional disbursements made by this Note Holder between the date of this statement and the actual receipt of funds.
