Business Loan Agreement, dated March 30, 2004



 EXHIBIT 10.5 
  
 BUSINESS LOAN AGREEMENT 
  

																
	Principal

	 	Loan Date

	 	Maturity

	 	Loan No

	 	Call/Coll

	 	Account

	 	Officer

	 	Initials


	$	7,425,000	 	03-30-2004	 	04-15-2007	 	109080156	 	5050	 	 	 	008	 	 

  
 References in the
shaded area are for Lender’s use only and do not limit the applicability of this document 
 to any particular loan or item. 

Any item above containing “‘“” has been omitted due to text length limitations. 
  

							
	 Borrower:
	 	 Rancon Realty Fund V, a California Limited
	 	Lender:	 	Mid-Peninsula Bank - part of Greater Bay Bank N. A.
	 	 	 Partnership
	 	 	 	 Palo Alto Office

	 	 	 400 South El Camino Real
	 	 	 	 420 Cowper Street

	 	 	 San Mateo, CA 94402
	 	 	 	 Palo Alto, CA 94301


  
 THIS BUSINESS LOAN AGREEMENT
dated March 30, 2004, is made and executed between Rancon Realty Fund V, a California Limited Partnership (“Borrower”) and Mid-Peninsula Bank - part of Greater Bay Bank N.A. (“Lender”) on the following terms and conditions.
Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement
(“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan. Lender is relying upon Borrower’s representations, warranties. and agreements as set forth in this Agreement: (B) the granting,
renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion: and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. 
  
 TERM. This Agreement shall be effective as of March 30, 2004, and shall continue in
full force and effect until such time as all of Borrower’s Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys’ fees, and other fees and charges, or until such time as the parties may
agree in writing to terminate this Agreement. 
  
 CONDITIONS PRECEDENT TO EACH
ADVANCE. Lender’s obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in the
Related Documents. 
  
 Loan Documents. Borrower shall
provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender’s Security Interests; (4)
evidence of insurance as required below; (5) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender’s counsel. 
  
 Borrower’s Authorization. Borrower shall have provided in form
and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations,
documents and instruments as Lender or its counsel, may require. 
  
 Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document. 
  
 Representations and Warranties. The representations and warranties
set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. 
  
 No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under
any Related Document. 
  
 REPRESENTATIONS AND WARRANTIES. Borrower
represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: 
  
 Organization. Borrower is a limited partnership which
is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of California. Borrower is duly authorized to transact business in all other states in which Borrower is doing
business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign limited partnership in all
states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or
presently proposes to engage. Borrower maintains an office at 400 South El Camino Real, San Mateo, CA 94402. Unless Borrower has designated otherwise in 







 BUSINESS LOAN AGREEMENT 

					
	 Loan No: 109080156
	 	(Continued)	 	 

  
 writing, the principal
office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower’s principal office address or any change in
Borrower’s name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any
governmental or quasi-governmental authority or court applicable to Borrower and Borrower’s business activities. 
  
 Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by
Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None. 
  
 Authorization. Borrower’s execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by
all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (al Borrower’s articles or agreements of partnership, or (b) any agreement or other instrument binding upon
Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower’s properties. 
  
 Financial Information. Each of Borrower’s financial statements supplied to Lender truly and completely disclosed Borrower’s financial
condition as of the date of the statement, and there has been no material adverse change in Borrower’s financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent
obligations except as disclosed in such financial statements. 
  
 Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower
in accordance with their respective terms. 
  
 Properties.
Except as contemplated by this Agreement or as previously disclosed in Borrower’s financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns
and has good title to all of Borrower’s properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower’s properties are titled in
Borrower’s legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (5) years. 
  
 Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During 







 BUSINESS LOAN AGREEMENT 

					
	 Loan No: 109080156
	 	(Continued)	 	Page 2

  
 the period of
Borrower’s ownership of Borrower’s Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the
Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any
Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor
any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall
be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such
inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower’s expense and for Lender’s purposes only and
shall not be construed to create any responsibility or ability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower’s due diligence in investigating the Collateral
for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees
to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a
consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify, shall
survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender’s acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise.

  
 Litigation and Claims. No litigation, claim,
investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or
properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. 
  
 Taxes. To the best of Borrower’s knowledge, all of Borrower’s tax returns and reports that are or were required to be filed, have been
filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.

  
 Lien Priority. Unless otherwise previously disclosed
to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of
Borrower’s Loan and Note, that would be prior or that may in any way be superior to Lender’s Security Interests and rights in and to such Collateral. 
  

Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as
well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. 
  
 AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will: 
  
 Notices of Claims and Litigation. Promptly inform Lender in writing
of (1) all material adverse changes in Borrower’s financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could
materially affect the financial condition of Borrower or the financial condition of any Guarantor. 
  
 Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit
Borrower’s books and records at all reasonable times. 
  
 Financial Statements. Furnish Lender with the following: 
  
 Additional Requirements. Borrower agrees to provide Lender with the following: 
  
 1. Annual 10-K report. 
  
 2. A copy of Borrower’s Rent Roll annually. 
  
 3. A copy of Borrower’s Operating Statement annually. 







 BUSINESS LOAN AGREEMENT 

					
	 Loan No: 109080156
	 	(Continued)	 	 

  
 All financial reports
required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. 
  
 Additional Information. Furnish such additional information and statements, as Lender may request from
time to time. 
  
 Financial Covenants and Ratios. Comply
with the following covenants and ratios: 
  
 Tangible Net Worth
Requirements. Borrower shall comply with the following net worth ratio requirements: 
  
 Debt l Worth Ratio. Maintain a ratio of Debt / Worth not in excess of 2.000 to 1.000. The ratio “Debt / Worth” means Borrower’s Total Liabilities divided by Borrower’s Tangible Net Worth.

  
 Other Requirements. Borrower agrees to maintain a minimum
Debt Coverage Ratio of 1.250 to 1.000. Debt Coverage Ratio is defined as Net Operating Income divided by Principal and Interest Expense. 
  
 Except as provided above, all computations made to determine compliance with the requirements contained in this paragraph shall be made in accordance with
generally accepted accounting principles, applied on a consistent basis, and certified by Borrower as being true and correct. 
  
 Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to
Borrower’s properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form
satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten 110) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor
of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide
Lender with such lender’s loss payable or other endorsements as Lender may require. 
  
 Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (11
the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the
expiration date of the policy. In addition, upon request of Lender (however not 







 BUSINESS LOAN AGREEMENT 

					
	 Loan No: 109080156
	 	(Continued)	 	Page 3

  
 more often than
annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. 
  
 Other Agreements. Comply with all terms and conditions of all
other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements. 
  
 Loan Proceeds. Use all Loan proceeds solely for Borrower’s
business operations, unless specifically consented to the contrary by Lender in writing. 
  
 Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and
nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s properties, income, or profits.

  
 Performance. Perform and comply, in a timely manner,
with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in
connection with any agreement. 
  
 Operations. Maintain
executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its
business affairs in a reasonable and prudent manner. 
  
 Environmental Studies. Promptly conduct and complete, at Borrower’s expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste
or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower. 

 
 Comply with all laws, ordinances, and regulations, now or hereafter in
effect, of all governmental authorities applicable to the conduct of Borrower’s properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower
may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender’s sole
opinion, Lender’s interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest. 
  
 Inspection. Permit employees or agents of Lender at any reasonable
time to inspect any and all Collateral for the Loan or Loans and Borrower’s other properties and to examine or audit Borrower’s books, accounts, and records and to make copies and memoranda of Borrower’s books, accounts, and records.
If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of
Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower’s expense. 
  
 Compliance Certificates. Unless waived in writing by Lender, provide
Lender at least annually, with a certificate executed by Borrower’s chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true and correct as
of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement. 
  
 Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a
result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such
environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after
receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower’s part in
connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. 
  
 Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments,
financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests. 







 BUSINESS LOAN AGREEMENT 

					
	 Loan No: 109080156
	 	(Continued)	 	 

  
 RECOVERY OF ADDITIONAL COSTS.
If the imposition of or any change in any law, rule, regulation or guideline, or the interpretation or application of any thereof by any court or administrative or governmental authority (including any request or policy not having the force of /awl
shall impose, modify or make applicable any taxes (except federal, state or local income or franchise taxes imposed on Lender), reserve requirements, capital adequacy requirements or other obligations which would (A) increase the cost to Lender for
extending or maintaining the credit facilities to which this Agreement relates, (B) reduce the amounts payable to Lender under this Agreement or the Related Documents, or (C) reduce the rate of return on Lender’s capital as a consequence of
Lender’s obligations with respect to the credit facilities to which this Agreement relates, then Borrower agrees to pay Lender such additional amounts as will compensate Lender therefor, within five (5) days after Lender’s written demand
for such payment, which demand shall be accompanied by an explanation of such imposition or charge and a calculation in reasonable detail of the additional amounts payable by Borrower, which explanation and calculations shall be conclusive in the
absence of manifest error. 
  
 LENDER’S EXPENDITURES. If any action or
proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower’s failure to
discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate,
including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All
such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the
Indebtedness and, at Lender’s option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable
insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note’s maturity. 
  
 NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of
Lender: 
  
 Indebtedness and Liens. (1) Except for trade
debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, 








 BUSINESS LOAN AGREEMENT 

					
	 Loan No: 109080156
	 	(Continued)	 	Page 4

  
 pledge, lease, grant a
security interest in, or encumber any of Borrower’s assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower’s accounts, except to Lender. 
  
 Continuity of Operations. (1) Engage in any business activities substantially different than those in
which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) make any
distribution with respect to any capital account, whether by reduction of capital or otherwise. 
  
 Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or
acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business. 
  
 Agreements. Borrower will not enter into any agreement containing any provisions which would be violated or breached by the performance of
Borrower’s obligations under this Agreement or in connection herewith. 
  
 CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes
insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any
Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender. 
  
 DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: 
  
 Payment Default. Borrower fails to make any payment when due under the Loan.

  
 Other Defaults. Borrower fails to comply with or to perform
any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and
Borrower. 
  
 Environmental Default. Failure of any party to
comply with or perform when due any term, obligation, convenant or condition contained in any environmental agreement executed in connection with any Loan. 
  
 Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement,
or any other agreement, in favor of any other creditor or person that may materially affect any of 
  
 Borrower’s or any Grantor’s property or Borrower’s or any Grantor’s ability to repay the Loans or perform their respective obligations
under this Agreement or any of the Related Documents. 
  
 False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made
or furnished or becomes false or misleading at any time thereafter. 
  
 Death or Insolvency. The dissolution or termination of Borrower’s existence as a going business or the death of any partner, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any
assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. 
  
 Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including
failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. 
  
 Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any
other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default
shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. 
  
 Events Affecting Guarantor. Any of the preceding events occurs with respect
to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may, but shall
not be required to, 








 BUSINESS LOAN AGREEMENT 

					
	 Loan No: 109080156
	 	(Continued)	 	 

  
 permit the
Guarantor’s estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. 
  
 Events Affecting General Partner of Borrower. Any of the preceding events occurs with respect to any general partner of
Borrower or any general partner dies or becomes incompetent. 
  
 Change in Ownership. The resignation or expulsion of any general partner with an ownership interest of twenty-five percent (25%) or more in Borrower. 
  

Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of
the Loan is impaired. 
  
 Right to Cure. If any default, other
than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar default within the preceding twelve 112) months, it may be cured land no Event of Default will have occurred) if
Borrower or Grantor, as the case may be, after receiving written notice from Lender demanding cure of such default: 11) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen 1151 days, immediately initiate steps
which Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 
  
 EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur. except where
otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan
Advances or disbursements), and, at Lender’s option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the
“Insolvency” subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may
be prohibited by applicable law, all of Lender’s rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to
make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender’s right to declare a default and to exercise its rights and remedies. 







 BUSINESS LOAN AGREEMENT 

					
	 Loan No: 109080156
	 	(Continued)	 	Page 5

  
 ADDITIONAL PROVISION. Any
amendments to the leases or any new leases negotiated or amendments to the partnership agreement are to be provided to the Lender. 
  
 EXHIBIT A. An exhibit, titled “Exhibit “A” to Business Loan Agreement,” is attached to this Agreement and by this reference is made a part of
this Agreement just as if all the provisions, terms and conditions of the Exhibit had been fully set forth in this Agreement. 
  
 MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: 
  
 Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the
parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

  
 Attorneys’ Fees; Expenses. Borrower agrees to pay upon
demand all of Lender’s costs and expenses, including Lender’s attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this
Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’ fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals. and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by
the court. 
  
 Caption Headings. Caption headings in this
Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. 
  
 Consent to Loan Participation. Borrower agrees and consents to Lender’s sale or transfer, whether now or later, of one or more participation
interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have
about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as
well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights
granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a
participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower’s obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees
that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. 
  
 Governing Law. This Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the
State of California. This Agreement has been accepted by Lender in the State of California. 
  
 Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Santa Clara County, State of California. 
  
 No Waiver by Lender. Lender shall not be deemed to have waived any rights
under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of
this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender
and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender’s rights or of any of Borrower’s or any Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required under
this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of
Lender. 
  
 Notices. Any notice required to be given under this
Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when
deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving
formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Borrower agrees to keep Lender 








 BUSINESS LOAN AGREEMENT 

					
	 Loan No: 109080156
	 	(Continued)	 	 

  
 informed at all times
of Borrower’s current address. Unless otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. 
  
 Severability. If a court of competent jurisdiction finds any provision of
this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be
considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or
unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. 
  
 Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation
any representation, warranty or covenant, the word “Borrower” as used in this Agreement shall include all of Borrower’s subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be
construed to require Lender to make any Loan or other financial accommodation to any of Borrower’s subsidiaries or affiliates. 
  
 Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind
Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower’s rights under this Agreement or any interest therein, without the
prior written consent of Lender. 
  
 Survival of Representations
and Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower
to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to
Lender of the Related Documents, shall be continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in full force and effect until such time as Borrower’s Indebtedness shall be
paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. 
  
 Time is of the Essence. Time is of the essence in the performance of this Agreement. 
  
 Waive Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding. or
counterclaim brought by any party against any other party. (Initial Here             ) 







 BUSINESS LOAN AGREEMENT 

					
	 Loan No: 109080156
	 	(Continued)	 	Page 6

  
 DEFINITIONS. The following
capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and
terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform
Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: 
  
 Advance. The word “Advance” means a disbursement of Loan funds
made, or to be made, to Borrower or on Borrower’s behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement. 
  

Agreement. The word “Agreement” means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to
time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time. 
  
 Borrower. The word “Borrower” means Rancon Realty Fund V, a California Limited Partnership and includes all co-signers and co-makers signing the
Note. 
  
 Collateral. The word “Collateral” means all
property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage,
collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract,
lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. 
  
 Environmental Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating to
the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund
Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5
through 7.7 of Division 20 of the California Health and Safety Code, Section 25100, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. 
  
 Event of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in
the default section of this Agreement. 
  
 GAAP. The word
“GAAP” means generally accepted accounting principles. 
  
 Grantor. The word “Grantor” means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. 
  
 Guarantor. The word “Guarantor” means any guarantor, surety, or
accommodation party of any or all of the Loan. 
  
 Guaranty. The
word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. 
  
 Hazardous Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or physical, chemical or
infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous
Substances” are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term “Hazardous Substances” also
includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. 
  
 Indebtedness. The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal and interest
together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. 
  
 Lender. The word “Lender” means Mid-Peninsula Bank - part of Greater Bay Bank N.A., its successors and assigns. 
  
 Loan. The word “Loan” means any and all loans and financial
accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced. including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this
Agreement from time to time. 







 BUSINESS LOAN AGREEMENT 

					
	 Loan No: 109080156
	 	(Continued)	 	 

  
 Note. The word
“Note” means the Note executed by Rancon Realty Fund V, a California Limited Partnership in the principal amount of $7,425,000.00 dated March 30, 2004, together with all renewals of, extensions of, modifications of, refinancings of,
consolidations of, and substitutions for the note or credit agreement. 
  
 Permitted Liens. The words “Permitted Liens” mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in
good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security
interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled
“Indebtedness and Liens”; (5) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute
an immaterial and insignificant monetary amount with respect to the net value of Borrower’s assets. 
  
 Related Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements,
guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan. 
  
 Security Agreement. The words “Security Agreement” mean and
include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. 
  
 Security Interest. The words “Security Interest” mean, without
limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage,
chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law,
contract, or otherwise. 
  
 Tangible Net Worth. The words
“Tangible Net Worth” mean Borrower’s total assets excluding all intangible assets (i.e., goodwill, trademarks, patents, copyrights, organizational expenses, and similar intangible items, but including leaseholds 







 BUSINESS LOAN AGREEMENT 

					
	 Loan No: 109080156
	 	(Continued)	 	Page 7

  
 and leasehold improvements) less total
debt. 
  
 BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS
LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED MARCH 30, 2004. 
  
 BORROWER: 
  
 RANCON REALTY FUND V, A CALIFORNIA LIMITED PARTNERSHIP 
  

			
	 By:
	 	 /s/ Daniel Lee Stephenson


	 	 	 Daniel Lee Stephenson

	 	 	General Partner of Rancon Realty Fund V,
a California Limited Partnership

  
 RANCON FINANCIAL CORPORATION.
Partner of Rancon Realty Fund V, a California Limited Partnership 
  

			
	 By:
	 	 /s/ Daniel Lee Stephenson


	 	 	 Daniel Lee Stephenson, President of Rancon

	 	 	 Financial Corporation


  
 LENDER: 
  
 MID-PENINSULA BANK - PART OF GREATER BAY BANK N.A. 
  

			
	 By:
	 	 /s/ Murray Dey


	 	 	 Authorized Signer









 EXHIBIT “A” TO BUSINESS LOAN AGREEMENT 
  

																
	Principal

	 	Loan Date

	 	Maturity

	 	Loan No

	 	Call/Coll

	 	Account

	 	Officer

	 	Initials


	$	7,425,000	 	03-30-2004	 	04-15-2007	 	109080156	 	5050	 	 	 	008	 	 

  
 References in the
shaded area are for Lender’s use only and do not limit the applicability of this document 
 to any particular loan or item. 

Any item above containing ‘**** has been omitted due to text length limitations. 
  

							
	Borrower:	 	Rancon Realty Fund V, a California Limited	 	Lender:	 	Mid-Peninsula Bank - part of Greater Bay Bank N.A.
	 	 	Partnership	 	 	 	Palo Alto Office
	 	 	400 South El Camino Real	 	 	 	420 Cowper Street
	 	 	San Mateo, CA 94402	 	 	 	Palo Alto, CA 94301

  
 This EXHIBIT “A” TO
BUSINESS LOAN AGREEMENT is attached to and by this reference is made a part of the Business Loan Agreement. dated March 30, 2004, and executed in connection with a loan or other financial accommodations between MID-PENINSULA BANK - PART OF
GREATER BAY BANK N.A. and Rancon Realty Fund V, a California Limited Partnership. 
  
 ADDITIONAL PROVISION 
  
 As applicable, the definition(s) of the
following financial covenants and/or defined terms contained In this Business Loan Agreement are amended to read as follows: 
  
 Working Capital. The words “Working Capital” mean Borrower’s current assets less current liabilities. 
  
 Tangible Net Worth. The words “Tangible Net Worth” mean Borrower’s total
assets excluding all intangible assets (i.e., goodwig, trademarks, patents, copyrights, franchises, capitalized software, covenants not to compete, organizational costs, investments, employee/owner and intercompany accounts receivable and similar
intangible items) less total debt. excluding subordinated debt. 
  
 Cash Flow. The
words “Cash Flow” mean Borrower’s net income after taxes, exclusive of extraordinary gains and income, plus depreciation and amortization less cash dividends, distributions and withdrawals, and repurchase of treasury stock.

  
 Debt / Worth Ratio. The ratio “Debt / Worth” means Borrower’s
Total Liabilities, excluding subordinated debt, divided by Borrower’s Tangible Net Worth. 
  
 THIS EXHIBIT “A” TO BUSINESS LOAN AGREEMENT IS EXECUTED ON MARCH 30, 2004. 
  
 BORROWER: 
  
 RANCON, REALTY FUND V, A CALIFORNIA LIMITED PARTNERSHIP 
  

			
	 By:
	 	 /s/ Daniel Lee Stephenson


	 	 	 Daniel Lee Stephenson, General Partner of Rancon

	 	 	 Realty Fund V, a California Limited Partnership


  
 RANCON FINANCIAL CORPORATION, Partner of Rancon Realty Fund V, a California Limited Partnership 
  

			
	 By:
	 	 /s/ Daniel Lee Stehpenson


	 	 	 Daniel Lee Stephenson, President of Rancon

	 	 	 Financial Corporation


  
 LENDER: 
  
 MID-PENINSULA BANK - PART OF GREATER BAY BANK N.A.

  

			
	 By:
	 	 /s/ Judy Paris


	 	 	 Authorized Signer