Redondo Landing - On The Pier
TWELFTH AMENDMENT AND ASSIGNMENT OF LEASE
100"D" FISHERMAN'S WHARF
KOBE PEARL
PARTIES: RDR Properties, LLC, a California limited liability company ("Lessor"), Peggy Hiraizumi dba Kobe Pearl ("Lessee"), Thirty One Fifty LLC, a California limited liability company ("Assignee"), and Blayne Yamamoto ("Guarantor") PREMISES: 100 Fisherman's Wharf, Unit "D", Redondo Beach, CA 90277 ("Premises")
EFFECTIVE
DATE: March 1, 2026 ("Effective Date")
RE: EXTENSION OF TERM; ASSIGNMENT OF LEASE
1. Recitals: Robert D. Resnick and Lessee entered into a lease (the "Original Lease") for the Premises dated October 25, 1991. Resnick's interests were subsequently assigned to the RDR Living Trust of 1996 which subsequently assigned all of its rights, title, and interest in and to the Lease to Lessor; and the Lease was first amended on or about March 14, 1997, second amended on or about February 18, 1999, third amended on or about April 4, 2001, fourth amended on or about April 4, 2004, fifth amended on or about March 15, 2006, sixth amended on or about May 1, 2007, seventh amended on or about May 1, 2008, eighth amended on or about May 1, 2009, amended again by another document also titled Eighth Amendment to Lease on or about May 1, 2012, ninth amended on or about December 1, 2016, tenth amended on or about January 16, 2020, and eleventh amended on or about April 23, 2024 (the Original Lease, as so amended and assigned is hereafter referred to as the "Lease"). All defined terms used in this Assignment and Twelfth Amendment of Lease ("Twelfth Amendment"), unless otherwise expressly defined in this Twelfth Amendment, shall have the same meanings as when used in the Lease if defined therein.
Amendment To Lease: Lessee and Lessor hereby agree that notwithstanding anything in the Lease to the contrary, the provisions set forth in this Twelfth Amendment will be deemed to be part of the Lease, as of the Effective Date.
3. Term: The Termination Date of the Lease is hereby extended to April 30, 2031.
Lessee shall have no further options to extend the Termination Date beyond April 30, 2031.
Minimum Monthly Rent: The Minimum Monthly Rent payable under Paragraph 1.7 of the Original Lease, shall be increased and payable by Lessee as follows:
Adjustment Date Increase Total Monthly Rent
May 1, 2026 $ 166.51 $ 4,329.22
May 1, 2027 $ 173.17 $ 4,502.39
May 1, 2028 $ 180.10 $ 4,682.48
May 1, 2029 $ 187.30 $ 4,869.78
May 1, 2030 $ 389.58 $ 5,064.57
Redondo Landing - On The Pier Lessee's Initials:
100"D" 12th Amendment to Lease: 3-1-26 1 of 5 Lessor's Initials Security Deposit: Lessee's Security Deposit on file with Lessor, pursuant to Paragraphs 1.1 and 5 of the Original Lease, which the parties agree as of the Effective Date is $8,165.31, shall be increased by Lessee as follows:
Adjustment Date Increase Total Security Deposit
May 1, 2026 $ 493.13 $ 8,658.44
May 1, 2027 $ 346.34 $ 9,004.77
May 1, 2028 $ 360.19 $ 9,364.97
May 1, 2029 $ 374.60 $ 9,739.56
May 1, 2030 $ 389.58 $ 10,129.15
Assignment of Lease; Guaranty: For good and valuable consideration, the receipt of which is hereby confirmed by all of the undersigned:
A. Assignment of Lease: Lessee hereby assigns, transfers, and conveys all of its rights, title, and interest in and to the Lease to Assignee (the "Assignment") upon and subject to the terms and conditions stated in this Twelfth Amendment. The Assignment (i) shall be effective as of the Effective Date, and (i) is subject to, and shall have no force or effect without, the approval of this Twelfth Amendment by the City of Redondo Beach.
B. Assumption of Lease: Subject to the approval of this Twelfth Amendment, and the Assignment, by the City of Redondo Beach, Assignee hereby agrees to (i) assume all duties, obligations, and responsibilities of Lessee under the Lease, and (i) perform, observe, and discharge all of Lessee's covenants, conditions, and stipulations under the Lease.
C. Security Deposit: Lessee hereby assigns to Assignee all of Lessee's right, title, and interest in and to the Security Deposit paid to Lessor by Lessee and currently held by Lessor under the Lease. Lessee, Assignee, and Guarantor hereby stipulate and agree that (a) Lessor currently holds a Security Deposit under and subject to the terms of the Lease in the amount of Eight Thousand One Hundred Sixty-Five and 31/100 Dollars ($8, 165.31), (b) all rights to the Security Deposit are hereby assigned and credited by Lessee to Assignee, (c) Lessor now shall hold the Security Deposit exclusively for the account of Assignee under the terms of the Lease, and (d) Lessee shall have no further rights or interest to any portion of the Security Deposit or any refund of any portion of the Security Deposit.
Acceptance of Premises: Assignee and Guarantor hereby warrant and represent that, after their own independent and thorough investigation of the Premises (a) Assignee and Guarantor each have satisfied themselves and hereby accept the Premises and all parts of the Premises in their "as-is and "where-is" condition as of the Effective Date, (b) Assignee and Guarantor each have determined that the Premises, in their current condition, are fit and suitable for Assignee's intended purposes, and (c) no warranties or representations of any kind or nature have been made by Lessor, or any agent or representative of Lessor, to either Assignee or Guarantor with reference E. Lessee Remains Liable: Lessee has no claims, defenses or offsets, and knows of no facts or circumstances that with the passage of time would lead to a claim, defense or offset under the Lease, and Lessee shall remain fully responsible to Lessor for the full and faithful payment of Rent and performance of all other obligations of the "Lessee" under the Lease, as it may be further amended and/or restated, from time to time, by and between Assignee and Redondo Landing - On The Pier Lessee's Initials:
100"D" 12th Amendment to Lease: 3-1-26 2 of 5 Lessor's Initials Lessor.
F. Guaranty: As an essential and material inducement to Lessor to provide its Consent (as defined in the following Subparagraph G) to the Assignment, Guarantor (i) has executed that certain Guaranty of Lease dated March 1, 2026 (the "Guaranty"), which is a continuing guaranty under California law and is attached hereto as Exhibit 1, and (il) agrees to ratify and affirm the Guaranty to be in full force and effect as a continuing guaranty at any time the Lease is amended and/or restated from time to time.
G. Lessor's Consent: Subject to the approval of this Twelfth Amendment, and the Assignment, by the City of Redondo, and in consideration of, reliance on, and subject to the terms and conditions of this Twelfth Amendment, Lessor hereby gives its consent ("Consent") to the Assignment, provided this Consent shall not be deemed a consent to any future assignment, sublease or transfer of the Lease or the Premises, which shall require Lessor's further consent as provided in the Lease.
Notices: As of the Effective Date, the notice addresses for Lessor, Lessee, Assignee, and Guarantor, under Section 23 of the Original Lease, shall be as follows:
Lessor Notice Address: RDR Properties, LLC
c/o Property Management Associates, LP
6011 Bristol Parkway
Culver City CA 90230
Attn: Patrick Lacey
Email: [email protected]
Lessee Notice Address: Peggy Hiraizumi dba Kobe Pearl
27068 La Paz Road #465
Aliso Viejo CA 92656
Assignee Notice Address: Thirty One Fifty LLC
Attention: Blayne Yamamoto
100 "D" Fisherman's Wharf
Redondo Beach CA 90277
With a courtesy copy to: Thirty One Fifty LLC
21213 Hawthorne Blvd Suite B1008
Torrance CA 90503
Email: [email protected]
Guarantor Notice Address: Blayne Yamamoto, Guarantor
21213 Hawthorne Blvd Suite B1008
Torrance CA 90503
Email: [email protected]
Any of the above parties may change their respective notice address, from time to time, by providing written notice to the other Parties to this Twelfth Amendment in the manner provided in Paragraph 23 of the Original Lease. Failure of Lessor to provide the above referenced courtesy copy of any notice to Lessee shall not invalidate the notice.
Redondo Landing - On The Pier Lessee's Initials:
100"D" 12th Amendment to Lease: 3-1-26 3 of 5 Lessor's Initials Novation (Substitution of Parties): It is the intention of all the undersigned to effectuate a novation (the "Novation"') on May 1, 2028 (the "Novation Date"), upon and subject to the following terms and conditions stated in this Paragraph 7.
A. No Default: The Novation shall only occur and be effective if, as of the Novation Date (i) neither Lessee or Assignee are in default of any of their obligations under the Lease, and (i) no facts or circumstances exist which with the passage of time would lead to a default of any of their obligations under the Lease;
B. Substitution of Assignee in Lessee's Place Under the Lease: Subject to Paragraph 7.A above, upon the Novation taking effect, Lessee shall be removed from the Lease and Assignee shall be substituted into Lessee's place, and Assignee agrees to be bound by all the terms, conditions, and obligations of the Lease as if Assignee had been named as the "Lessee" in the Original Lease at the time it was executed;
C. Release; Continuing Obligations of Lessee: Upon and subject to the occurrence of the Novation, Lessee (Peggy Hiraizumi) shall be released from any further obligations arising under the Lease after the Novation Date, however, Lessee shall remain responsible for all of Lessee's obligations under the Lease that (i) accrued prior to the Novation Date, and (i) otherwise would have survived the termination of the Lease had it been terminated prior to the Novation Date.
Confidentiality: Lessee and Assignee agree to maintain the contents of this Lease, including this Twelfth Amendment and future amendments. in strict confidentiality and not to disclose any of the terms and conditions to any third party, including but not limited to other tenants or prospective tenants of the Redondo Landing, unless otherwise so requested by Lessor in writing. In the event Lessee violates this confidentiality agreement, Lessor shall have the right to terminate this Lease at any time thereafter upon five (5) days written notice to Lessee. The confidentiality agreement contained in this Paragraph 8 applies to Lessee and Assignee only, and not to the City of Redondo Beach, which shall have no liability for breach hereof.
9. City Approval: Although referred to herein as a lease, the Lease is actually a sublease between Lessor (as a sublessor) and Lessee (as a sublessee), under and subject to all of the terms and conditions of that certain ground lease dated July 1, 2008 by and between the City of Redondo Beach and Lessor, as it has been, and in the future may be further, amended and/or restated. This Twelfth Amendment is subject to, and shall have no force or effect without, the approval of the City of Redondo Beach.
10. No Other Changes To Lease: All terms and conditions of the Lease, except as expressly modified and amended in this Twelfth Amendment, shall remain in full force and effect. [SIGNATURES ON THE FOLLOWING PAGE]
Redondo Landing - On The Pier Lessee's Initials:
100"D" 12th Amendment to Lease: 3-1-26 4 of 5 Lessor's Initials:
"LESSEE" "LESSOR"
Peggy Hiraizumi RDR Properties, LLC
By: Robert D. Resnick, Manager
"ASSIGNEE" "GUARANTOR"
Live y bunn
Thirty One Fifty LLC Blayne Yamamøto
BY: Blayne Yamamoto, Manager
Redondo Landing - On The Pier Lessee's Initials:
100"D" 12th Amendment to Lease: 3-1-26 5 of 5 Losers it a
GUARANTY OF LEASE
EXHIBIT 1
(See attached California Addendum to Guarantee,
which is fully incorporated herein and made a part of this Guarantee WHEREAS Thirty One Fifty LLC ("Assignee") desires to assume a lease (as amended, the "Lease") from Peggy Hiraizumi dba Kobe Pearl ("Assignor") for the premises commonly known as 100"D" Fisherman's Wharf, Redondo Beach CA 90277 (the "Premises"), pursuant to a lease by and between Assignor and RDR Properties, LLC ("Lessor") dated for reference purposes only as of October 25, 1991 (as amended, the "Lease").
WHEREAS FURTHER, the assignment of the Lease by Assignor to Assignee (the "Assignment") requires the consent of Lessor ("Consent") pursuant to the terms and conditions of the Lease; and WHEREAS FURTHER, Blayne Yamamoto ("Guarantor") desires Assignor and Assignee to consummate the Assignment, and as a material inducement to, and in consideration of, Lessor providing its Consent, Lessor has required Guarantor and Guarantor has agreed to execute this Guaranty of Lease dated as of March 1, 2026 ("Guaranty"), contemporaneously with Assignor's and Assignee's execution of the Twelfth Amendment and Assignment of Lease dated as of March 1, 2026.
NOW THEREFORE, Guarantor hereby unconditionally and irrevocably guarantees and promises to perform and be liable for any and all obligations and liabilities of Assignee and any successors and assigns of Assignee under the Lease, as amended, including, but not limited to, payment of all rents and all other sums payable by the "Lessee" under the Lease and performance of each and every one of the terms, conditions and covenants to be kept and performed by the "Lessee" under the Lease.
Guarantor hereby agrees that, without the consent of, or notice to, Guarantor and without affecting or in any way releasing any of Guarantor's obligations under this Guaranty: (i) Lessor and Assignee may, by agreement or course of conduct, amend, extend, renew or otherwise alter any term, covenant or condition of the Lease, or the Lease may be further assigned by Lessor or Assignee (and their respective successors and assigns) and this Guaranty shall guarantee all obligations of Assignee under the Lease as so amended, extended, renewed, altered or assigned; (i) Lessor may release, change or add a party to the Lease and/or a guarantor of the Lease; (iii) Lessor may exercise, not exercise, delay exercising, impair, modify, limit, terminate or suspend any of Lessor's rights or remedies under the Lease or this Guaranty; and (iv) Lessor may permit all or any part of the Premises to be subleased, or the Lease to be assigned, assumed, transferred, mortgaged or encumbered.
Guarantor hereby agrees that no notice of nonperformance or default by Assignee (and its successors and assigns) or by another guarantor need be given to Guarantor. This Guaranty is a continuing and irrevocable guarantee under California law. Guarantor waives the benefit of any law allowing Guarantor to revoke this Guaranty. No provision of this Guaranty or rights of Lessor hereunder may be waived, nor may any Guarantor be released from any obligation under this Guaranty, except by a writing duly executed by Lessor.
Guarantor hereby waives and agrees not to assert or take advantage of any right or defense based on: (i) notice of acceptance of this Guaranty; (i) demands (including demands for payment or performance), presentation and protest; (iii) any statute of limitations; (iv) requiring Lessor to proceed against Assignee, Guarantor, any other guarantor, or any other person (as herein defined) liable to Lessor, or to proceed against these persons in any order; (v) requiring Lessor to apply any security deposit or other security; (vi) requiring Lessor to proceed under any other remedy Lessor may have before proceeding against Guarantor; (vii) any right of subrogation that Guarantor may have against Assignee, Assignor, or other guarantors; (vili) any right or defense that may arise by reason of the incapacity, lack of authority, death or disability of Assignee, any guarantor, or any other person; (ix) any right or defense arising by reason of the absence, impairment, modification, limitation, destruction or cessation (in bankruptcy, by an election of remedies, or otherwise) of the liability of Assignee, of the subrogation rights of Guarantor, or of the rights of Guarantor to proceed against Assignee for reimbursement; (x) limiting Guarantor's obligations to not exceed Assignee's obligations; and (xi) notices (including notices of adverse change in the financial status of Assignee or other facts that increase the risk to Guarantor).
The obligations of Guarantor under this Guaranty shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization or liquidation of Assignee, Assignor, Guarantor, any other guarantor, or by any defense that Assignee, Guarantor or any other guarantor may have by reason of any order, decree, or decision of any court or administrative body resulting from any such proceeding.
Guarantor subordinates any and all existing or future indebtedness of Assignee to Guarantor to Assignee's obligations owed to Lessor under the Lease. Any recovery by Lessor from any other guarantor or insurer shall first be credited to the portion of Assignee's indebtedness to Lessor which exceeds the maximum liability of Guarantor under this Guaranty. If a person comprising Guarantor is married, such Guarantor expressly agrees that recourse may be had against such Guarantor's separate and/or community property.
Guarantor shall, upon ten (10) days' prior written notice from Lessor, provide Lessor with Guarantor's financial statements for the current year and tax returns for the three (3) preceding years and, if such is the normal practice of Guarantor, such statements shall be prepared in accordance with generally accepted accounting principles and audited by an independent certified public accountant. Lessor shall maintain Guarantor's financial statements and tax returns in confidence but shall be permitted to disclose Guarantor's financial statements and tax returns to prospective lenders, purchasers, advisors, or others for a bona fide business purpose.
Guarantor shall, upon ten (10) days' prior written notice from Lessor, in writing, reaffirm that this Guaranty remains and continues in full force and effect, that no event has occurred that would invalidate the Guaranty or excuse Guarantor's obligations or performance under the Guaranty, and that the Guaranty applies to the Lease, as amended, extended, renewed, altered or assigned. Guarantor shall, upon ten (10) days' prior written notice from Lessor, execute such other and further documents and do such further acts as may be reasonably necessary or required by Lessor to effectuate the intent of the parties and carry out the terms of this Guaranty.
Guarantor agrees that any suit, action or proceeding arising directly or indirectly from the Guaranty or the Lease shall be litigated only in courts located within the county and state in which the Premises is located.
Guarantor irrevocably consents to the jurisdiction of any local, state or federal court located within the county and state in which the Premises is located, and waives and agrees not to assert by way of motion, defense or otherwise in any suit, action, or proceeding any claim that Guarantor is not personally subject to the jurisdiction of the above-named courts, that such suit, action, or proceeding is brought in an inconvenient forum, or that the venue of such action, suit, or proceeding is improper.
Each person which comprises Guarantor consents to service of process by a nationally recognized overnight courier service (such as Federal Express) at either the Premises or at the Guarantor's address for notices set forth below, and shall be deemed served and received three (3) business days after deposit with the overnight mail service. Guarantor irrevocably waives and agrees not to plead or claim in any action or proceeding that such service of process was in any way invalid or ineffective. Lessor reserves the right to serve process in any other manner permitted by law.
This Guaranty shall be governed by the laws of the state of California, and for purposes of conflicts of law, Guarantor shall be treated as if resident of or domiciled in California. Guarantor waives the right to a jury trial of any cause of action, claim, counterclaim or cross-complaint in any action, proceeding or other hearing brought against Guarantor. If and to the extent the Lease requires Lessor and Assignee to arbitrate any disputes, then Guarantor also agrees to arbitrate such disputes in the same arbitration to the extent related to the Guaranty and upon the same terms and conditions provided in the Lease.
If Lessor brings an action or proceeding against Guarantor to enforce this Guaranty, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees and costs. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, the party who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other party of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred.
This Guaranty and the Twelfth Amendment to Lease and Assignment referenced above in the recitals constitute the entire agreement between Guarantor and Lessor with respect to the subject matter of this Guaranty and supersedes all prior agreements, understandings, negotiations, representations and discussions, whether verbal or written, of the parties, pertaining to such subject matter. Guarantor is not relying on any representations, warranties or inducements from Lessor that are not expressly stated in this Guaranty.
If any provision of this Guaranty is determined to be illegal or unenforceable, all other provisions hereof shall nevertheless be effective. The waiver or failure to enforce any provision of this Guaranty shall not operate as a waiver of any other breach of such provision or any other provisions of this Guaranty, nor shall any single or partial exercise of any right, power or privilege preclude any other or further such exercise or the exercise of any other right, power or privilege. Time is strictly of the essence under this Guaranty and any amendment, modification or revision of this Guaranty.
Each person executing this Guaranty represents and warrants to Lessor that (i) each individual executing this Guaranty has the legal power, right, and actual authority to bind Guarantor; (ii) Guarantor has the legal right, power and authority to enter into and perform this Guaranty; (iii) all requisite action by or on behalf of a corporation, limited liability company, partnership (general or limited), trust or other legal entity ("entity") has been taken for this Guaranty to be duly authorized by such entity or Guarantor; (vi) no consent of any partner, shareholder, member, creditor, investor, government, judicial or administrative body or other party is required in connection with Guarantor executing this Guaranty; (v) this Guaranty is a valid and legally binding obligation of Guarantor; (vi) the execution and delivery of this Guaranty does not conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, trust, or other agreements or instruments to which Guarantor is a party or by which Guarantor is bound; and (vi) Guarantor will derive a substantial and material economic benefit from Lessor's execution of the Lease.
If Guarantor is an entity, Guarantor shall, concurrently with the execution of this Guaranty (or upon ten (10) days' prior written notice from Lessor), deliver to Lessor a certified copy of a resolution or other documentation evidencing that such entity is authorized or ratifies the entity's execution of this Guaranty.
The term "person" as used in this Guaranty shall include an individual and/or an entity. If more than one (1) person comprises Guarantor, the obligations of such persons shall be joint and several. The unenforceability of this Guaranty or Lessor's election not to enforce this Guaranty against one (1) or more persons shall not affect the obligations of the remaining persons which comprise Guarantor or the enforceability of this Guaranty against such remaining persons.
Any notice, request, demand, instruction or other communication to be given to Guarantor under this Guaranty shall be in writing and shall be delivered at either the Premises or the address set forth beneath the Guarantor's signature below, or to such other place as Guarantor may from time to time in writing designate by at least fifteen (15) days' prior written notice to Lessor.
When the context and construction so requires, all words used in the singular in this Guaranty shall be deemed to have been used in the plural. The term "Lessee", as used in this Guaranty, shall mean the "Lessee" named in the Lease, Assignee, any assignee of Lessee or Assignee's interest under the Lease, and their respective successors and assigns, including but not limited to, Assignor. The term "Lessor" as used in this Guaranty shall mean the Lessor named in the Lease, any assignee of Lessor, whether by outright assignment, assignment for security or otherwise. Lessor may, without Guarantor's consent, assign Lessor's interest in this Guaranty, voluntarily or by operation of law. This Guaranty applies to, inures to the benefit of, and binds all persons that comprise Guarantor, their heirs, devisees, legatees, executors, administrators, representatives, successors and assigns.
Signatures to this Guaranty accomplished by means of electronic signature or similar technology shall be legal and binding. This Guaranty may be executed and transmitted in counterparts.
Guarantor is advised to seek advice of legal counsel before signing this Guaranty. Guarantor acknowledges that neither Lessor, partner, shareholder, officer, or owner of Lessor, or real estate brokers, or any of their respective agents and representatives have made any representation or statement as to the legal sufficiency, interpretation, effect, or tax consequences of this Guaranty or the Lease.
GUARANTOR:
Playe bainant
By: Blayne Yamamoto
21213 Hawthorne Blvd. Suite B 1008
Torrance CA 90503
CALIFORNIA ADDENDUM TO GUARANTY OF LEASE
THIS CALIFORNIA ADDENDUM TO GUARANTY OF LEASE (this "Addendum To Guaranty") is attached to and made a part of that certain Guaranty of Lease dated as of March 1, 2026 (the "Guaranty") made by Blayne Yamamoto ("Guarantor"), in favor of RDR Properties, LLC, a California limited liability company ("Lessor"), in connection with the assignment (the "Assignment") to Thirty One Fifty LLC, a California limited liability company ("Lessee") of that certain Lease (as amended, the "Lease") for 100"D" Fisherman's Wharf, Redondo Beach CA 90266 (the "Premises"). The Assignment is further described in that certain Twelfth Amendment and Assignment of Lease dated as of March 1, 2026. The provisions of this California Addendum To Guaranty shall have the same force and effect as if set forth in full in the body of the Guaranty. In the event of any conflict or inconsistency between the provisions of this Addendum to Guaranty and any other provisions of the Guaranty, this California Addendum To Guaranty shall control for all purposes. Unless otherwise defined herein, all terms used in this California Addendum To Guaranty and defined in the Guaranty shall have the meanings defined for such terms in the Guaranty. The following provisions are added to and made a part of the Guaranty:
1. Guarantor waives the benefit of the provisions of California Civil Code Sections 2809, 2810, 2815, 2819, 2845, 2849 and 2850.
2. Guarantor hereby agrees that if claim is ever made upon Lessor for repayment or recovery of any amount or amounts received by Lessor in payment or on account of the amounts hereby guaranteed and Lessor repays all or part of such amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction, or (b) any settlement or compromise of any such claim effected by Lessor with any such claimant (including Lessee or any other guarantor), then in such event Guarantor agrees that any such judgment, decree, order, settlement or compromise is binding upon Guarantor, notwithstanding the expiration or termination of the Lease or other instrument evidencing any of the amounts hereby guaranteed, and Guarantor is and shall remain liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Lessor.
3. Guarantor shall not, without the prior written consent of Lessor, commence, or join with any other Person in commencing, any bankruptcy, reorganization, or insolvency proceeding against Lessee. The obligations of Guarantor under this Guaranty shall not be altered, limited, or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation, or arrangement of Lessee, or by any defense that Lessee may have by reason of any order, decree, or decision of any court or administrative body resulting from any such proceeding. In any bankruptcy or other proceeding in which the filing of claims is required or permitted by law, Guarantor shall file all claims that Guarantor may have against Lessee relating to any indebtedness of Lessee to Guarantor, and shall assign to Lessor all rights of Guarantor under all such claims. Lessor has the sole right to accept or reject any plan proposed in such proceeding and to take any other action that a party filing a claim is entitled to take. In all such cases, whether in administration, bankruptcy, or otherwise, the person or persons authorized to pay such claim shall pay to Lessor the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor assigns to Lessor all of Guarantor's rights to all such payments or distributions to 1 which Guarantor would otherwise be entitled; provided, however, that Guarantor's obligations under this Guaranty shall not be satisfied except to the extent that Lessor receives cash by reason of any such payment or distribution. If Lessor receives anything other than cash, the same shall be held as collateral for amounts due under this Guaranty.
4. Without limiting any other provision of the Guaranty, if any Guarantor seeks relief under any chapter of the bankruptcy code, as the same may exist from time to time, Lessor is entitled to recover from the Guarantor all of Lessor's costs and fees of attorneys and experts actually incurred in connection with such bankruptcy proceedings, including without limitation in connection with any motions to assume or reject executory contracts, any motions for adequate protection, any motions to sell property of the estate or to borrow money, any motions for the appointment of an examiner or trustee, any motions to dismiss the bankruptcy case or to convert the case to a case under another chapter of the bankruptcy code, any confirmation of a plan of reorganization, any meeting with the Guarantor and/or any creditor or other interested party, or any other meeting, hearing or proceeding reasonably necessary to protect the interests of Lessor in connection with the bankruptcy case or the enforcement of Lessor's rights outside of the bankruptcy case.
In the event Lessee becomes insolvent or is adjudicated a bankrupt, or Lessee files a petition for reorganization, arrangement or other relief under any present or future provisions of the United States Bankruptcy Code or any similar applicable law, or if such a petition is filed by creditors of Lessee, or if Lessee shall seek a judicial readjustment of the rights of its creditors under any present or future federal or state law, or if a receiver of all or any part of Lessee's property or assets is appointed by any state or federal court, no such proceeding or action taken therein shall modify, diminish, or in any way affect the liability of Guarantor under this Guaranty, and no "rejection" and/or "termination" of the Lease in any such proceedings referred to in this Paragraph 5, or otherwise, shall be effective to release and/or terminate the continuing liability of Guarantor to Lessor under this Guaranty. If, in connection with any of the circumstances referred to in this Paragraph 5, Lessor should request that Guarantor execute a new lease for the balance of the Term (unaffected by any such "rejection" and/or "termination" in any of such proceedings, but in all other respects identical with the Lease), Guarantor shall do so as the named lessee under such new lease (irrespective of the fact that the Lease may have been "rejected" or "terminated" in connection with any of the proceedings referred to in this Paragraph 5). Should Guarantor fail or refuse to execute any such new lease, then, without limiting any of the legal or equitable remedies available to Lessor on account of such failure or refusal, Guarantor acknowledges and agrees that Lessor may seek specific performance of the covenant of Guarantor contained in this Paragraph 5 to execute the new lease.
For all intents and purposes, this Guaranty shall be a continuing guarantee under California law, and upon five (5) days request from Lessor, Guarantor agrees to confirm in writing that this Guaranty remains in full force and effect as a continuing guarantee.
GUARANTOR:
Hayu
Blayne Yamamoto
2