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SECTION 4.18 EXPENSES OF COLLECTION OR ENFORCEMENT If, at any time, the Borrower defaults on any provision of this Agreement, pay the LENDER in addition to any other amounts that may be due from the BORROWER, an amount equal to the costs and expenses of collection, enforcement, or correction, or waiver of the default incurred by the LENDER's rights under the PROMISSORY NOTE, SECURITY AGREEMENT, PERSONAL SECURITY AGREEMENT, CDBG EMPLOYMENT AGREEMENT, REGULATORY AGREEMENT and this AGREEMENT. SECTION 4.19 LOCATION Maintain the place of business of BORROWER's firm within the City of San Leandro. If BORROWER's place of business is located within the HUD certified low and moderate income Community Development Block Grant target neighborhoods, BORROWER shall maintain the place of business of BORROWER's firm in the target neighborhood. If BORROWER's place of business is in a location that serves a target neighborhood, BORROWER shall maintain the business in a location that is easily accessible to residents of the target area. SECTION 4.20 OTHER COVENANTS Comply with the following covenants beginning at closing except for those items dependent on the analysis of BORROWER's financial statements for which annual determination of compliance shall commence with BORROWER's fiscal year-end consolidated statements for its fiscal year ending 1996. BORROWER (including its subsidiaries) hereby agrees that without the prior written consent of the Lender: a) It will pay no dividends and make no distributions on its ownership interests. b) It will not become liable either directly or indirectly for obligations of others without prior consent. ARTICLE V: NEGATIVE COVENANTS The BORROWER covenants and agrees that so long as BORROWER is indebted to LENDER under this AGREEMENT, and until payment in full of the PROMISSORY NOTE issued hereunder, BORROWER will not without prior written consent of LENDER: SECTION 5.01 USE OF FUNDS Use any of the proceeds of the LOAN except for the purpose(s) stated in SECTION 1.04 of this AGREEMENT. SECTION 5.02 EXPENDITURE OF FUNDS BEYOND ONE (1) YEAR Retain any of the proceeds of the LOAN beyond one (1) year of the date of execution of the Loan. SECTION 5.03 ENCUMBER THE ACQUISITION ASSETS Create nor suffer to exist any mortgage, lien, charge, or encumbrance, including liens arising from judgments on the Acquisition Assets (those covered in SECTIONS 1.04 and 1.06). This includes Workers' Compensation, Unemployment, Internal Revenue Service, State, local, mechanic, and any other liens of any type. SECTION 5.04 MERGER, CONSOLIDATION SALE OF ASSETS Merge into or consolidate with any corporation or other entity, or acquire all or substantially all of the assets of any other corporation or entity, or sell, lease, assign, transfer or otherwise dispose of all or substantially all of BORROWER's assets. Loan Agreement Page 7 of 11