Exhibit 10.1

FIRST AMENDMENT TO

LOAN AGREEMENT

This FIRST AMENDMENT TO LOAN AGREEMENT (“Amendment”) is made as of December 05, 2022 (“Amendment Effective Date”), by and between East West Bank, a California corporation (“Bank” or “Lender”) and Zoned Arizona Properties, LLC, an Arizona limited liability company (“Borrower”).

Recitals

A. Bank has made a loan to Borrower pursuant to a Loan Agreement dated July 11, 2022 (the “Existing Loan Agreement”).

B. Borrower has elected to exercise the Fixed Rate Option as to its Obligations, as such terms are defined in the Existing Loan Agreement, by entering into that certain Amended and Restated Promissory Note – Variable Rate Note on approximately even date herewith (the “Amended Note”).

C. The parties have further agreed to amend the Existing Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions, and in reliance upon the representations and warranties set forth in this Amendment. The Existing Loan Agreement, together with this Amendment shall collectively be referred to as the “Loan Agreement” or “Agreement.”

Agreement

Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which are acknowledged, and intending to be legally bound, the parties agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in Existing Loan Agreement.

2. Amendment to Loan Agreement. The Existing Loan Agreement is amended as follows:

(a) Section 2.6 (Early Amortization Election). Section 2.6 of the Existing Loan Agreement is hereby deleted in its entirely and replaced as follows:

2.6 Early Amortization Election. As of the Amendment Effective Date, Borrower has elected to commence paying principal together with interest on the MAL in accordance with the repayment terms set forth in the SWAP Note (the “Early Amortization Election”). Notwithstanding any other terms of the Agreement to the contrary, as of the Amendment Effective Date, Borrower shall not be entitled to any further Advances under the MAL.

(b) SWAP Note. The term “SWAP Note” shall be amended to mean the Amended Note.

(c) Section 15.1 (Definitions). The following definition set forth in Section 15.1 of the Existing Loan Agreement is deleted in its entirety and replaced as follows:

“Lease” means that certain commercial lease for a portion of the Property between Borrower and a tenant of the Property, and shall include any associated subleases between such tenant and any subtenant.

3. Limitation of Amendment.

(a) The agreements contained herein are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (ii) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

(b) This Amendment shall be construed in connection with and as part of the Loan Documents. All terms, conditions, covenants and agreements set forth in the Agreement and the other Loan Documents, except as explicitly amended by this Amendment, are hereby ratified and confirmed and shall remain in full force and effect.

4. Conditions to Effectiveness. This Amendment shall be deemed effective upon the due execution and delivery to Bank of this Amendment by Borrower.

5. Representations and Warranties. Borrower hereby represents and warrants to Bank as follows:

(a) Immediately after giving effect to this Amendment: (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date); and (ii) upon this Amendment becoming effective, no Event of Default has occurred and is continuing;

(b) The organizational documents of Borrower and its Affiliates delivered to Bank remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

(c) Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

(d) The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Agreement, as amended by this Amendment, are duly authorized and will not contravene any law or regulation binding on or affecting Borrower, any contract or agreement with a Person that is binding on Borrower, any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or the organizational documents of Borrower; and

(e) This Amendment has been executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

6. Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. The Loan Documents and this Amendment, together, represent a complete integration of all prior and contemporaneous agreements and understandings of the parties hereto.

7. Fees and Costs. Borrower agrees to pay to all Bank Expenses, including Bank’s reasonable attorneys’ fees and costs, incurred in connection with the Amendment.

8. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

9. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

10. Choice of Law and Venue; Jury Trial Waiver. This Amendment shall be subject to the provisions regarding choice of law and venue, jury trial waiver, and judicial reference set forth in Article 13 of the Existing Loan Agreement, and such provisions are incorporated herein by this reference, mutatis mutandis.

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In Witness Whereof, the parties hereto have caused this Amendment to be duly executed as of the Amendment Effective Date.

Borrower:

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Exhibit 10.2

AMENDED AND RESTATED PROMISSORY NOTE
VARIABLE RATE NOTE

Principal Balance as of Effective Date: $4,500,000.00

Borrower: Zoned Arizona Properties, LLC

1. Promise to Pay. For value received, Zoned Arizona Properties, LLC (“Borrower”) promises to pay to the order of East West Bank, a California corporation (“Bank”), at 2350 Mission College, Santa Clara, CA 95054 or at such other address or at such other place as Bank may from time to time designate in writing, in lawful money of the United States and in immediately available funds, the principal amount of Four Million Five Hundred Thousand and xx/100 Dollars ($4,500,000.00) or such lesser amount as may be outstanding from time to time, together with interest as set forth herein from the date of disbursement on the principal balance hereof that is outstanding from time to time, and any other fees, costs, and expenses required to be paid under the Loan Documents. This Amended and Restated Promissory Note – Variable Rate Note (referred to herein as “Note”) fully amends, restates, and supersedes that certain promissory note dated July 11, 2022. This Note is also subject to the terms and conditions of a Loan Agreement dated July 11, 2022 as amended on approximately even date herewith and entered into by the Borrower on the one hand, and the Bank on the other hand, as may be further amended from time to time (the “Loan Agreement”). The terms and conditions of the Loan Agreement are incorporated herein in their entirety.

2. Advances. The Bank has previously made one or more advances under the Note. As of the date hereof, the present outstanding principal balance of the Note is $4,500,000.00. No additional advances shall be made hereunder.

3. Required Payments. Principal and interest hereunder shall be paid as follows:

(a) Interest Rate. Borrower shall pay interest to Bank on the outstanding and unpaid principal balance of the Note at a variable rate per annum equal to the Index (defined below) plus seventy-five hundredths of one percent (0.75%).

(i) The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the daily Wall Street Journal Prime Rate, as quoted in the "Money Rates" column of The Wall Street Journal (Western Edition) as determined by Bank (the "Index"). The Index is not necessarily the lowest rate charged by Bank on its loans. Bank will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Bank may make loans based on other rates as well. If the Index becomes unavailable during the term of this loan, Bank may designate a substitute index after notice to Borrower. Under no circumstances will the interest rate on this loan be more than the maximum rate allowed by applicable law.

(b) Interest Payments. Interest payments shall be paid monthly on the tenth (10^th) day of each month based on the interest rate set forth above.

(c) Principal Payments. Principal shall be paid monthly on the tenth (10^th) day of each month as set forth in the attached Exhibit A.

(d) Payment Date and Payment Computations. If the tenth (10^th) day is not a business day, then payment shall be due on the first business day following such tenth (10^th) day of such month. Interest shall be computed as set forth above and in the Loan Agreement. Bank’s calculations of the interest rate and of monthly payments due under this Note shall be deemed conclusive absent manifest error.

(e) Maturity. If not earlier paid, all unpaid principal, accrued but unpaid interest and other amounts payable under the provisions of this Note, including amounts related to this Note as set forth in the Loan Agreement and/or any other Loan Document, become due and payable in full on the tenth (10^th) day of the month first occurring after the date that is ten (10) years after the Effective Date of this Note (the “Maturity Date”).

4. Application of Payments. All payments and other credits shall be applied by Bank as set forth in the Loan Agreement. No prepayments shall reduce or constitute a credit against the next scheduled monthly installments under this Note but instead shall be applied to the balance due on the Maturity Date unless otherwise consented to by the Bank in writing.

5. Collection Costs. Borrower shall be liable for all of Bank’s fees and costs of collection on this Note, whether or not a legal action is commenced. If suit or other legal proceeding or any foreclosure proceeding is instituted or any other action is taken by Bank to collect all or any part of the indebtedness evidenced hereby or to proceed against any collateral for any portion of such indebtedness or against any Guarantor of the payment of any portion of the indebtedness, Borrower promises to pay Bank’s out-of-pocket attorneys’ fees and other costs (to be determined by the court and not by jury in the case of litigation) incurred thereby. Such fees and costs shall be included in any judgment award obtained by Bank, and whether or not a legal action has been filed, shall be secured by the Loan Documents, shall bear interest at the Default Rate (defined in the Loan Agreement), and shall be guaranteed by any Guaranty relating to any portion of the indebtedness evidenced hereby.

6. Prepayments. Borrower may prepay this Note, subject to the provisions of this paragraph and any Financial Contract. Borrower must consult with Bank prior to making any prepayments when a Financial Contract has been executed between Borrower and Bank in connection with this Note. Borrower acknowledges that partial prepayments of the Note will require the Financial Contract to be amended, and full prepayment will terminate the Financial Contract. Full and partial prepayments will trigger an early termination valuation under the Financial Contract. Thus, an early termination fee may occur under the Financial Contract upon partial and full prepayment of the Note. Notwithstanding the provisions of this paragraph, Borrower shall remain obligated to pay any fee due and owing under the Financial Contract, including but not limited to any fee owed upon early termination of the Financial Contract.

This Note does not revolve; any principal amount paid to Bank, whether a voluntary prepayment by Borrower or a required principal payment under this Note or any Loan Document, shall not be re-advanced by Bank.

7. Waivers and Acknowledgments. Except as is expressly provided in the Loan Documents to the contrary, Borrower and all sureties, endorsers and Guarantors of all or any portion of the indebtedness evidenced by this Note waive: (a) demand, notice, diligence, protest, presentment for payment, and notice of extension, dishonor, protest, demand and nonpayment of this Note; and (b) any release or discharge by reason of (i) any release or substitution of, or other change in (A) the Loan Agreement or any other security given for the indebtedness evidenced by this Note, (B) the obligation of any other person or entity who or which is now or may become directly or indirectly liable for all or any portion of the indebtedness evidenced by this Note, or (ii) any extension or other modification of the time or terms of payment of all or any portion of the indebtedness evidenced by this Note or any other note referenced in the Loan Agreement.

8. Default Interest/ Late Fees. Default Interest may be charged as set forth in the Loan Agreement. Late fees may be assessed as set forth in the Loan Agreement.

9. Acceleration/ Remedies/ Right of Setoff. The Events of Default hereunder are set forth in the Loan Agreement. Upon the occurrence and continuance of any Event of Default, at the option of Bank in its sole discretion, Bank may declare all unpaid principal, interest, fees and costs evidenced by or due under this Note to be immediately due and payable. The indebtedness evidenced by this Note is secured by one or more security interests set forth in the Loan Agreement or other security agreement executed by Borrower and/or one or more deeds of trust or security interests granted by Borrower. Upon the occurrence and during the continuance of any Event of Default, Bank may exercise rights and remedies as set forth in this Note, the Loan Agreement or other Loan Documents, which may include proceeding against the property encumbered by the security interests/deeds of trust granted by Borrower.

10. No Waiver by Bank. Failure of Bank to exercise any option hereunder shall not constitute a waiver of the right to exercise the same in the event of any subsequent default or in the event of continuance of any existing default after demand for strict performance hereof.

11. Capitalized Terms and Definitions. Capitalized terms used but not otherwise defined herein have the meanings attributed to them in the Loan Agreement.

12. Time of Essence. Time is of the essence of this Note.

13. Notices. All notices required or permitted in connection with this Note shall be given at the place and in the manner provided in the Loan Agreement.

14. Governing Law and Venue. This Note is delivered in and shall be governed by and construed according to the substantive laws and judicial decisions of the State of California (regardless of the place of business, residence, location or domicile of Borrower or any principal thereof or any guarantor of any portion of the indebtedness evidenced by this Note) and applicable federal laws, rules and regulations. Any action brought to enforce this Note may be commenced and maintained, at Bank's option, in any state or federal district court located in Santa Clara County, California. Borrower irrevocably consents to jurisdiction and venue in such court for such purposes and agrees not to seek transfer or removal of any action commenced with respect to this Note.

15. Waiver of Jury Trial/ Agreement Regarding Judicial Reference.

(a) Choice of Law: Venue and Jury Trial Waiver. This Note and all transactions contemplated hereunder and/or evidenced hereby shall be governed by, construed under, and enforced in accordance with the internal laws of the State of California, without regard to principles of conflicts of law. Each of Borrower and Bank hereby submits to the exclusive jurisdiction of the state and Federal courts located in the County of Santa Clara, State of California. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL PARTIES TO THIS NOTE HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS NOTE. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

(b) Judicial Reference. If the waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, who shall be a retired state or federal court judge, mutually selected by the parties or, if they cannot agree, then any party may seek to have a private judge appointed in accordance with California Code of Civil Procedure §§ 638 and 640 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts). The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

The parties agree that time is of the essence in conducting the referenced proceedings. The parties shall promptly and diligently cooperate with one another and the referee, and shall perform such acts as may be necessary to obtain prompt and expeditious resolution of the dispute or controversy in accordance with the terms hereof. The costs shall be borne equally by the parties.

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IN WITNESS WHEREOF, this Note has been executed as of the date first written above.

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Exhibit 10.3

ACKNOWLEDGMENT OF AMENDMENT

AND REAFFIRMATION OF GUARANTY

Section 1. This is an acknowledgement and reaffirmation made in connection with that certain Guaranty dated July 11, 2022 (the “Guaranty”), which evidenced ZONED PROPERTIES, INC., a Nevada corporation (“Guarantor”), guarantying certain obligations of Borrower to Bank. Guarantor hereby acknowledges and confirms that it has reviewed and approved the terms and conditions of the (i) Amended and Restated Promissory Note dated as of approximately even date herewith (the “Amended Note”), and (ii) First Amendment to Loan Agreement (“Amendment to Loan Agreement” and collectively with the Amended Note, the “Amendment”) between EAST WEST BANK, a California corporation (“Bank”) and ZONED ARIZONA PROPERTIES, LLC, an Arizona limited liability company (“Borrower”). Capitalized terms not otherwise defined herein shall have the meanings accorded to them in the Amendment.

Section 2. Guarantor represents and warrants that, after giving effect to the Amendment, all representations and warranties contained in the Guaranty are true, accurate and complete as if made the date hereof. Guarantor hereby consents to the Amendment and agrees that its Guaranty continues in full force and effect, and is valid and enforceable in accordance with its terms and this Acknowledgement. Guarantor further reaffirms and agrees that its guaranty obligations extend, among other things, to the obligations under the Amended Note.

Dated as of December 07, 2022

Guarantor:

ZONED PROPERTIES, INC.,
a Nevada corporation

Exhibit 10.4

The purpose of this communication is to set forth the terms and conditions of the Interest Rate Swap Transaction entered into on the Trade Date referred to below (the “Interest Rate Swap Transaction”), between East West Bank (“Party A” or “we”) and Zoned Arizona Properties, LLC (collectively “Party B” or “you”). This communication constitutes a “Confirmation” as referred to in the Interest Rate Swap agreement specified below. This communication shall also constitute an agreement between Party A and Party B (also referred to as “Agreement”).

This Confirmation incorporates the definitions and provisions contained in the 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. (the “Definitions”). In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

This Confirmation is subject to and incorporates the terms of an Agreement in the form of a 2002 ISDA Master Agreement as published by the International Swaps and Derivatives Association, Inc. as if the parties had executed an agreement in such form (the provisions of which are hereby incorporated by reference), but without any Schedule (the “ISDA Agreement”).

All provisions contained in, or incorporated by reference to, the ISDA Agreement shall govern this Confirmation except as expressly modified below. Sections of the ISDA Agreement referred to expressly herein are by section number. In the event of any inconsistency between the provisions of that ISDA Agreement and this Confirmation, this Confirmation shall prevail for the purpose of this Interest Rate Swap Transaction. By signing below, you confirm that you are familiar with the terms of the ISDA Agreement and have access to the ISDA Agreement as needed.

The terms of the particular Interest Rate Swap Transaction to which this communication relates are as follows:

“Termination Currency” means United States Dollars.

“Credit Event Upon Merger” provisions of Section 5(b)(v) will apply to Party A and will apply to Party B.

Cross Default provisions of Section 5(a)(vi) will apply to Party A and will apply to Party B. In connection therewith, “Specified Indebtedness” will have the meaning specified in Section 14. “Threshold Amount” means with respect to Party A an amount equal to three percent (3%) of shareholders’ equity and with respect to Party B, zero.

Additional Termination Event will not apply to Party A. As to Party B, an Additional Termination Event shall occur upon (i) the failure to close by December 10, 2022 the underlying hedged obligations of Party B; (ii) the acceleration or refinancing of the underlying hedged obligations of Party B (or any Specified Entity of or Credit Support Provider for Party B); (iii) Party A ceases to be a lender to the Loan Agreement; (iv) the Loan Agreement terminating; (v) the partial prepayment of the underlying hedged obligations of Party B, but only to the extent that the aggregate outstanding principal amounts are less than the aggregate notional amount of all Swap Transactions under this Agreement; (vi) the security interests in collateral granted to Party A under the Loan Agreement ceasing to fully secure the obligations of Party B to Party A under this Agreement. For the purpose of the foregoing Termination Event, the Affected Party shall be Party B and the non-Affected Party shall be Party A. For the purpose of the foregoing Termination Event, the Affected Party shall be Party B and the non-Affected Party shall be Party A.

Events of Default and Termination Events. Upon the occurrence of an Event of Default or Termination Event hereunder, the early termination of the relevant Transaction(s) will be governed by Section 6. If an Additional Termination Event has occurred, Party A will be the Determining Party for the purposes of calculating the Close-out Amount, as defined in Section 14. For the avoidance of doubt, an Early Termination Fee can apply.

Separate Obligation. Party B’s obligations under this Agreement including any fees or amounts owed by Party B to Party A shall be governed by the ISDA Agreement and this Agreement, and shall be owed as required in this Agreement notwithstanding any contrary provisions of the underlying hedged obligations or Credit Support of Party B.

Payer Representation. For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(c), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

Payee Representations: For the purpose of Section 3(f) of this Agreement, Party A and Party B make the following representations:

Party A represents that it is a banking corporation organized and existing under the laws of the state of California.

Party B represents that it is an Arizona Limited Liability Company.

Each payment received or to be received by it in connection with this Agreement will be effectively connected with its conduct of a trade or business in the United States.

Agreement to Deliver Documents: For the purposes of Sections 4(a)(i) and (ii), Party B agrees to deliver the following documents, as applicable:

Notices:

(a) In connection with Section 12(a), all notices to Party A shall, with respect to any particular Transaction, be sent to the address, telex number, or facsimile number specified in the relevant Confirmation and any notice for purposes of Sections 5 or 6 of the Agreement shall be sent to the address specified below:

East West Bank

555 Montgomery Street, 10th Floor

San Francisco, CA 94111

Tel: 415-866-8950

Email: Supat.Tipayamongkol@eastwestbank.com

Attn: Supat Tipayamongkol

(b) In connection with Section 12(a), all notices to Party B shall, with respect to any particular Transaction, be sent to the address, telex number or facsimile number specified in the relevant Confirmation and any notice for purposes of Sections 5 or 6 of the Agreement shall be sent to the address specified below:

Zoned Arizona Properties, LLC

8360 E. Raintree Drive, Suite 230

Scottsdale, AZ 85260

Tel: 480-351-8193

Email: bryan@zonedproperties.com

Attn: Bryan McLaren

Netting of Payments. Subparagraph (ii) of Section 2(c) will not apply as set out in this Agreement.

Credit Support Document: Credit Support Document is not applicable in relation to Party A. Credit Support Document is applicable in relation to Party B and shall mean each agreement and instrument, now or hereafter existing, of any kind or nature which secures, guarantees or otherwise provides direct or indirect assurance of payment or performance of any existing or future obligation of Party B under this Agreement, made by or on behalf of any person or entity (including, without limiting the generality of the foregoing, any credit or loan agreement, note, reimbursement agreement, security agreement, mortgage, pledge agreement, assignment of rents or any other agreement or instrument granting any lien, security interest, assignment, charge or encumbrance to secure any such obligation, any guaranty, suretyship, letter of credit or subordination agreement relating to any such obligation and any other financial support agreement relating to Party B or any Credit Support Provider) in favor of Party A or any of its Affiliates.

Security: Party B agrees that the security interests in collateral granted to Party A under the foregoing Credit Support Documents shall secure the obligations of Party B to Party A under this Agreement.

Credit Support Provider: Credit Support Provider is not applicable in relation to Party A. Credit Support Provider is applicable in relation to Party B and means any person or entity (other than Party B), that now or hereafter secures, guarantees or otherwise provides direct or indirect assurance of payment or performance of any existing or future obligation of Party B under this Agreement or any Credit Support Document.

Calculation Agent: The Calculation Agent will be Party A.

Consent to Recording. The parties agree that each may electronically record all telephonic conversations between them and that any such recordings may be submitted in evidence to any court or in any Proceedings for the purpose of establishing any matters pertinent to any Transaction.

Additional Representations. Section 3 is hereby amended by adding at the end thereof the following Subparagraphs:

For any Dodd-Frank Information that would be incorrect or misleading in any material respect if repeated on any date following the date on which the representation was last repeated, Party B shall timely amend such representation by giving notice of such amendment to Party A.

Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if the Agreement had been executed with the invalid or unenforceable portion eliminated so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties.

The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision or covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition.

Confidentiality.

Transfer. Section 7 of the Agreement is hereby amended by adding the following in the third line between the word “party” and the comma: “which will not be unreasonably withheld or delayed, provided further that such proposed transferee is an entity with which Party A has then existing credit lines.”

Dodd-Frank Reporting. Party A will act as the “reporting party” in compliance with Parts 43, 45, 46, and 50 of Title 17, Chapter 1 of the CFTC’s regulations for all applicable Transactions under this Agreement.

End-User Exception. At the time the Parties execute a Transaction that is subject to a mandatory clearing determination under Section 2(h) of the Act, Party B represents that it qualifies for an exception from mandatory clearing pursuant to Section 2(h)(7) of the Act and CFTC Regulation 50.50 (the “end- user exception”) and it is electing the end-user exception for such Transaction, and further:

Please confirm that the foregoing correctly sets forth the terms of our agreement with respect to the Interest Rate Swap Transaction by signing in the space provided below and sending a copy of the executed Confirmation to East West Bank, Attention: Supat Tipayamongkol, Supat.Tipayamongkol@eastwestbank.com.

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