Free Amended Complaint - District Court of California - California

Case 5:07-cv-04808-JF

Document 7-7

Filed 10/18/2007

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EXHIBIT F

TO FIRST AMENDED COMPLAINT

Case 5:07-cv-04808-JF

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Page 2 of 10

REC0RDING REQUESTED BY:

111 iiiiin

~--f (lJ/~-CJ).A.~ TT--I Lf'l()8 -;; 7D?b3~

2007-0003264
Official Records I
County af I Sa Deni to I

1111111111 III 111111 II

II :9lt

Recorded I RE FE 58.0

JO PI SOII I
Clerk-Recørdel" l
i

LL CwkA.p lLryij-rr Dr) L-PR. L/-r:3

GP uJviJ tl.OjJ. Ì7UQ~ LL(2

WHN RECORDED MAL TO: ,/)

11:00 lHar7 i P~e 1 of 9

l OS

cÝ Pary I (JP q Oú 23-/ fY l-

acti: ûûrw J- ¡;l)l-

SPACE ABOVE LIN RESERVED FOR RECORDER'S USE

TITLE(S) OF DOCUMENT

Du d IJl J;uu. l £ur-i:iL- t~rrwni- of. /lls J
S-- owl- CL~fYlJ- and -YL Y b: -JVt

\

\
\

THIS PAGE IS ADDED TO PROVIE ADEQUATE SPACE

FOR RECORDING INORMTION.

($3.00 ADDITIONAL RECORDING FEE APPLIES) .

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.Rc~cf~jf~iRQAN TITLE
When Recorded Reru To:

RECORDING REQUEST BY

~

WD'J;" 'J1b-;dj SP WEST COAST PRODUCTS LLC 4 Cenrerpoínte Dr., LPR 4-243

La Palma, CA 90623-1066 Attn. Daniel J. Rolf Facility: 824611SCDB65975 631 San Felipe Rd. HoJ1ster, CA 95035

-'l.W1t-~).~ s "1 ¡j) ~ ~

Space i\bove For Recorder's Use Only

DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURIT AGREElVlENT A.i"lD FIXTURE FILING (CALIFORNIA)

This Document Serves as a Fixture Filing Under Section 9-502 ofthe California Uniform Commercial Code.

Borrower's Organizational Identifcation Number: 41-2101997

THIS DEED OF TRUST WlTl:I ASSIGNME~ RES, SECURITY AGREEMENT AND FIXTURE FILIG ("Deed of
Trust") is made this ~ day of /tÆ , 2007 and is

executed by A VA GLOBAL ENTERPRISE, LLC, a California limited liability company ("Trustor'ì. whose address is 1313 N. MiJpitas Blvd., #1606, Milpitas, California 95035 to
Commonwealth Land Title Company ("Trustee"), for the benefit liability company ("Beneficiary"). Trustee is an affliate of

of BP WEST COAST PRODUCTS LLC, a Delaware limited Beneficiar.
Trutor's right, title and interest in

Truslor irrevocably grants, ¡ransfers and assigns to Trutee in trst, with POWER OF SALE, all of

and ro that cenain real property located in the County of, State of California, more pariciùarJy described in Exhibii "A" attached

hereto and made a part hereof ("Real Propert"), together with the rents, issues and profits thereof and the other real and personal property comprising the Trust Estate; subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits.
FOR THE PURPOSE OF SECURIG the following (the "Obligations"):
(a) payment of ¡he sum of $475,000.00, with interest thereon, evídenced by

those certain Secured Promissory Notes
Beneficiary, as

dated as of eVt'n date herewith,executed by STrN Enterprise, Inc., a California corporation ("Obligor") to the order of

the same may be amended, modified, extended and renewed from time to time;
(b) performance of Obligor's obligations to Beneficiary under (ì) that certain Loan Agreement dated as of even date

herewith, by and between Obligor and Beneficiar, and (ii) tht certain Environmental Indemnty dated as of even date herewith,
executed by Obligor in favor of

Beneficiary, as th.e same may be amended, modified, extended and renewed from time to time;
Trustor and Obligor under that certain Fictitious Deed of

(c) performance of each agreement of

Trut (With Assignment

of Rents, Security Agreemem and FixtUre Filing) recorded in the offce of the county recorder of is located as noted below ("Fictitious Deed of

the COW1ty where said Real Property

Trust"), as amended hereby; and
Trut (as amended hereby).

(d)

payment and performnce of the Obligations recited in the FictÌlious Deed of

To protecT the security of this Deed of

Trut, and with respect to the Trust Estate, Trustor expressly makes each and all of the agreements. and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in the Fictitious Deed
ofTmst. Said agreements, terms and provisions contained in the Fictitious of this Deed of Deed of

Trut are hereby incorporated into and made a part

Trut by this reference for all puroses as if set fort at lengt herein. Trutor acknowledges receipT of a copy of the

Fictitious Deed of

Trut.
Trust has been recorded, together with

Set forth below is a list of the counties in the State of California where the Fictítious Deed of

the Book and Page or Instrment Number of each recorded document.

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. COUNTY

~STRurIENT NUMBERS

C01l
ORANCE

INSTUMENT NUMBERS

Au.~i£DA
A LrlN £
AMADOR

0031\)7'
800K#89. rAGES 27$42808 Q I..003..64~DO

eo-56?3
2UOG-0019930

3

pu.nR
PLUMAS

2ooi-'I
lOO1Z065
2001023

BUTE
CALA V ERAS COLUSA CONTRA COSTA DEL NORTE

~OO-oo191-ZOOI~Sl2c;

RIVERSIDE
SACRAM ENTO

200o.DG46J

SA ~~1T
SAN B£RARINO
SAN DlEi;

:00101070
20f038C6SZ

2000.02353..00

2010Ø91
10~MJ6JJ,OO

211o-0583
2ooOC8S200

ELDORADO
FRESNO GLENN

SAN FRANCISCO

ZoolJI1iJ
%005476
2000-13(10-15

SA JOAQUIN
SAN LUIS OBISPO

001153..
1000.061677

llUMBOLDT
IMPERI~\L
IN'rQ

SA MA TEO
SAAï A &ARBARA

20013)8n
100(00641..O

oo.iDSS

l00((OßJ129
OlOOJJ.S91 1)18981 00-OHIOI6

SA A CLARA
SANTA CRUZ

15492
2001)05J824

~ERI
~II'CS

SHASA
SIERRA

1000-7629
ZOOOUD9) 1000)019132:.49 ZOO(IOO97SSI

i_~k:£

lASEN
LOS ANCELES

iOO..700Z
00-1671J72

SISKIYOl'
SOLANO

M,\DrRA
MARIN

10001600
2001)05)655

SONOMA

ZO(HIIlJJJ

STA~ISLAlIS
SLl1TER

2000-0098)9:000015017
FILE IJ013I19~ BOOK 1981. PAGE 033 JOOOO958

MARIPOSA

'OO4S
zoaö-17~9

MENDOCINO MERCED
MODOC MONO

TEHANA

VOl, 4072. PAGE 529

TRIIT
TULAE
TUOLUMNE

ZOI)00DllNIO
200000619$ 10000101551

1000-006587
DOC#I1SJS. BOOK J71Z. PAGES OJ1~OI9(
NQNE

MOrrEREY
NAPA NEYADA

V(i\ïURA

1oo0.oi778S

yoio
YUBA

10000011007-0
lQOOl05J~

1001)3170$

Trustor hereby requests that all notices to Trutor be delivered to the address listed above. Capítalid terms used herein and not
otherwise defined herein shall have the meanings set fort in the Fictitious Deed of Trut. The Fictitious Deed of

Trut is hereby

modified as set fonh on Rider 1 attached hereto and made a par hereof. Rider 2 attched hereto is hereby UUcorporated herein by this

reference.

"Trustor":
AVA GLOBAL ENTERPRISE, LLC. a California limited liabilty company

.~vc Toa~
Sayed l\ln FaquiT ::n
2
82461 deedoftrustv 1

By ~~,

156

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By;

Tao To

~k¡V
\\
--

BY;~~
Nazim Faquiryan

~.

"Borrower"
STTN ENTERPRISE, INC.
a C::üfomia corporation

BV:~\F
- Nazim S.M. Faquiryu

=- ~/~_. By; -./

CEO/President

Sayed M.N.Faquiryan Secreturyrrreasurer

a ,)&,~ ~ ¡lcctRIo,ecOd"Jl.
ACKNOWLEDGMENT
State of Cali fomi

Oii l i ~1.fl7, before me, - I , personaly appeared
saiisfactory evidence) to be the ers s) who nae(s) isfaubscribed to the within intrent and acknowledged to me that

----'- 'L' c.-. . peronally known to me (or proved to me on the basis of

.¿Ç~~
WITNESS my hand and offcial seaL.

he/~ executed the same in his/~ authorid capacity(ies), and that by liilher/their signatue(s) on the instrment the person(s), or the entity upon behalf of which the person(s) acted, executed the instrment.

)6)- - -. - ~.'~' ""F~..;I:.:.I- f

(Sjgnatur:: c-/

¡ Nolay Pu - Coom ~ ~ Sao 001 County l

- - - ~~~~1~~6

ACKNOWLEDGMENT
State of

California .. )

countyqf~.£rr ¿¿"'i-h ~ - ~ ~b\;c.
on.4~' :1 ¿æær7_, b;fo/e me, ~. ~t- ~ . personally appeared --- -~fkl- /(. /J' ~ ,personaJly known to me (or proved to me on the basis of
satísfact rye' dence) to be the pers (s~ose n~ e(s) jssuhscribed to the within instrmet and acknowlcdged to me that
person(s). or the entiiy upon behalf of which the person(s) acted, executcd the instruent. .

he~ executed the same in his~ authoried capacityies), and that by hi~ signature(s) on the instrument the
WITNESS my hand and offcial seaL.

~~-----82461 deedoftrustv 1

~~-.- - -. :.~.-.NA.-F;~.4.7.:1-1

i.. Noay PubB - Cofom ~
3

~Sao Cloro Coty J

~ - - ~~.;~~I:.~

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~.
ACKNOWLEDGMENT
I

. i.).( . ¡iv",. 'f \/..\N (,
~ ,personally appeared

- ' , personally known to me (or proved to me on the basis of
salÍsfac ory evidence) to be

the person(s) whose name(s) isiaubscribed to the withi~i:ent and acknowledged to me that

h~ey executed the same in hi~their authoried capacity(ies), and tht by his~eir signtue(s) on the instrent the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument

~-~ n 0 L) .--..v.' of Ù¿tn d~ n-) '.' ~ ' I -c. ~ tJo-i
WITNESS my hand and official seaL.

. ." --.- ?.-:: ..--::.:-"-- -,

--

~ - - - - ~ ~~ ~~AN- - ~

Signaiure) ~/~- "

L_-

_8- Co'1~61 l - - ~~~~i:~ i Soto Cl County

~ ,. Notoo Pu - C0ml l

ACKNOWLEDGMENT

State of California '-.) ,
County

oiil--h ¿ ¿4j7, before me, I( ¿, ~U-I"~,v\ , personaly appeared
salÍs ctory evidencé) to be the person(s) whose name(s) ishhubscrbed to the within instrment and acknow1edged to me that

. ~~ h ~. F ./ , personally known to me (or proved to me on the basis of
he/~executed the same in hjs~ authorized capacìty(ies), and that by hii,,1....:tlieir siggture(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the insiniment.

~~

WITNESS my hand and official seaL.

'(Signarur ::~

r~ - - -Publ . Ca ~ ::li~:l~ r i Notar
~ Soo Cla COty l

'- - - ~~~1:~

4

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EXIT A
Legal Description
THE LAND REFERRED TO HEREIN BELOW IS SITATED IN TH CITY OF HOLLISTER, COUNTY

l1
OF SAN BENITO,

STATE OF CALIFORNIA AND is DESCRIBED AS FOLLOWS:

ALL THAT REAL AND CERTAI PROPERTY LOCATED IN TH CITY OF HOLLISTER, COUNTY OF SAN BENITO, STATE OF CA LIFOR.\l lA, BEING A PORTION OF PARCEL I AS SAID PARCEL is SHOWN UPON THE PARCEL MAP
RECORDED IN BOOK 7 OF PARCEL MAPS AT PAGE 59, OFFICIAL RECORDS, AND BEING MORE PARTICULARL Y DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWESTERLY CORNER OF PARCEL 1 AS SHOWN UPON SAID MAP;

THENCE N 2 DEGREES 06 MINUTES 20 SECONDS E, 183.48 FEET ALONG nlE RlGHT OF WAY OF SAN FELIPE ROAD (STATE HWY. 156) TO THE TRUE POINT OF BEGINING;

THENCE FROM SAID TRUE POINT OF BEGINING, CONTINING ALONG SAID RJGHT OF WAY, N 2 DEGREES 06 MINUTES 20 SECONDS E, 176.48;
THENCE NORTHEASTERLY ON THE ARC OF A TANGENT CURVE TO THE RlGHT CONCA VE TO THE SOUTHEAST, HA VING A RADIUS OF 20.00 FEET, THROUGH A CENTRAL ANGLE OF 90 DEGREES 28 MIJrvES 10 SECONDS, FOR AN ARC LENGTH Of 31,58 FEET TO A POIJ\'T ON THE SOUTHERLY RlGHT OF WAY LIN OF CHAPPELL ROAD.

THENCE EASTERLY ALONG SAID RlGHT OF WAY LINE, S 87 DEGREES 25 MINUTES 30 SECONDS E 146.84 FEET;

THENCE LEAVIG SAID LINE, S 2 DEGREES 06 MINTES 20 SECONDS W, 222.81 FEET;
THENCE N 87 DEGREES 25 MINÙtES 11 SECONDS W, 90.3 FEET;

THENCE N 79 DEGREES 10 MINUTES 29 SECONDS W, 60.93 FEET;
THENCE N 41 DEGREES 33 MINUTES 35 SECONDS W, 2426 FEET

TO THE TRUE POlJ'T OF BEGINNNG.

APN: 051-100-040

5

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RIDER 1
Amendment to Fictitious Deed of Tru

1
the Obligations Section: "but in DO

The Fic¡jrious Deed of

Trust is hereby amended as follows:
the Obligations ("ObJigations Section") is hereby deleted in its entirety.

i

Paragraph (b) in the section reciting all of

2. The following language is hereby added after the phrse "per aimum" in Paragraph (c) of

event grater than the maxium amount perIItted by law."
3. The two paragraphs below Paragraph (g) of

the Obligations Section are hereby deleted in their entirety and replaced with the

following new paragraph:
"Trustor has executed an Environmentallndemnity in favor of "Environmennal Indemnity"). This Deed of

Beneficiary with respect to the Real Propert (the

Trut, the Note(s), the Loan Agreement(sJ, the Environmental Indemnity and any other deeds offrut, mortgages, agreements, guaranties or other instrments given to evidence or further secure the payment and performance of any or all of the Obligations, as the foregoing may be amended, modified, extended, or renewed from
time to time, may hereinafter be collectively referrd to as the 'Loan Documents.' Capitalized term used herein without

definition shall have the meaning given thereto in the Loan Agreement"

4.

TIie following paragraph is hereby substituted for the first sentence of

Section 1.5.2:

"In the event of any damage to or destrction of the Improvements, Beneììciary shall have the option, in its sole discretion,
to: (i) apply, in the event Beneticíaiy determes that the security for the repayment of

the indebtedness secured hereby has

been impaired on account of such damage or destruction, all or any part of such proceeds to any indebtedness secured hereby in such order as Beneficiary may detennne, whether or not such indebtedness is then due, (ii) release all or any part of such
proceeds to Truror, or (iii) hold the balance of such proceeds to be used ro reimburse Trutor for the cost of

reconstrction of

the Improvements. In the event Beneficiary elects to so hold such insurnce proceeds, the Improvements shall be promptly and diligently restored by Trutor to the equivalent of their condition imediately prior to such damage, destrction or casualty or to such other condition as Beneficiary may approve in writig, and the disbursement of such insurnce proceeds

Beneficiar elects to apply the insurance proceeds to the paymenT ofthe sums secured hereby, aDd after doing so Beneficiary reasonably determines that the remaining security is inadequate to secure the remaining indebtedness, Trutor shall, upon wrtten demad from Beneficiary, prepay on principal such amount as will reduce the remaining indebtedness to a balance for which adequate security is present."
shall be in accordance with disbursement procedures acceptable to Beneficiary. If 5. The last sentence of Deed of

Section 1.22 is hereby deleted in its entiety. The following new Sections are hereby added to the Fictiiious

Trust:
"L23 Negative Covenants Reearding Leases. Trutor shall not, without the prior wrtten consent of

Beneficiary, (i)

cancel, termnate or consent to the surrender of any Lease, (ii) modify or in any way alter the term of any Lease, (jjj) release any lessee or guarantor from any obligations or conditions to be performed by any lessee or guarantor under any Lease, (iv)
collee¡ any rent from any lessee for a period of

more than one (I) month ínadvance, or (v) execute any furter assignment of

any of its right, title and interest in the Leases and the Rents.

1.24 Affrmative Covenants Regardig Leases. Trutor shall (i) observe, perform and discharge each and every
obligation, term, covenant, condition and agreemet of Trutor under the Leases, (ii) enforce the peiformnce of each and

every obligation, term, covenant, condition and agreement in the Leases to be perormed by any lessee or guarantor thereof, (iii) execute and deliver to Beneficiary upon demand, at any tie and from time to time, any and all assignments and other instrments which Beneficiary may deem advisable to can out the tre purposes and intent of the assigruenr of the Leases set forth in this Deed of Tru, and (iv) at the request of Beneficiary, cause any lessee under a Lease to execute a subordination, nondisturbance and attornent agreement and estoppel certificate in form and substance satisfactory to

Beneficiary. .
6

1.25 Authorization to File Finncing Statements; Power of Attorney. Trustor hereby authorizes Beneficiary at any time

and from time to time to fie any iniùal financing statements, amendments thereto and contiuation statements with or without signature of Trustor as authorized by applicable law, as applicable to the. Persona) Pmpèrt. For puroses of such tiings, Trustor agrees to furnish any informùon requested by Beneficiary promptly upon request by Beneficiary. Trutor hereby irrevocably constitues an appoints Beneficiary and any offcer or agent of Beneficiary, with full power of

substituion, as its tre and lawfl attorneys-in-fact with ful irevocable power and authority in the place and stead ofTiitor
or in Trustor's own name to execute in Trutor's Dame any such documents and to otherwise carry out the puroses of

this

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Section 1.25, to the extent that Trustor's authorization above is not sucient. Ths power of attorney is a power couple £'

with an interest and shall be irrevocable." C1 D
6.

The following sentence is hereby added to Section 3_4.2:
public sale of the Personal private sale of the Personal Property wil be made shall constIIte reasonable o.otice; provided that, if Beneficiary fails to comply with this Section 3.4 in any respect, its liability for such failure shan be Jimited to (he liability (if any) imposed on it as a matter of law under the California Uniform Commercial Code, as in effect !Tom time to time (or under the Uniform Commercial Code, in force !Tom time to time, in any other state to the extent the same is "Written o.otice mailed to Trustor as provided above at least five (5) days prior to the date of Property or prior to the date on which

applicable law)."
7. The following phrse is hereby added after the end of 3433 of the California Civil Code." In addition, clause (b) of

the references to Sections 2899 and 3433 of

Section 5.2: "includig withoUllimtation Sections 2899 and the Californa Civil Code set forth in

clause (c) of Section 5.2 are hereby deleted in their entirety.
8.
Section 5. 17 is hereby deleted in its entiety.

9.

The following m:w Section 4.9 is hereby added to the Ficttious Deed of

Trut:

"4.9 Upon the occurrence of any Event of

, Beneficiar may, at its option, terminate Trutor's right and license to Default collect the Rents, and either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court and without regard to the adequacy of its security, enter upon and take possession of the Trust Estate or any pan thereof, in its own name or in the name of Trutee, and do any acts which it deems necessar or desirble to preserve the value, marketability or rentability of the Trut Estate, or any part thereof or interest therein, make, modify, enforce, cancel
or accept the surender of any Lease, increase the income therefrom or protect the securty hereof and, with or wi thout taking

possession of

the Trust Estate, sue for or otheiwe collect the Rents, including those past due and unpaid, and apply the same. less costs and expenses of operation and collection, including, withoUt limitation, attorneys' fees, upon any indebtedness secured hereby, a11 .in such order as Beneficiar may determine. Th entenng upon and takig possession of all or any portioii of the Trust Estate, the collection of such Rents and the application thereof as aforesaid, or any of such acts, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such noiice of default and, notwithstanding the continuance in possession of all or any portion of the Trut Estate or the collection, receipt and application of Rents, Trustee or Beneficiary sha11 be entitled to exercise every right provided herein or by law upon occurence of any Event of Default, including the righuo exercise the power of sale. Failure of Beneticiary at any time, or ITom time to time, to collect the Rents shall not in any manner affect the subsequent enforcement ofBeiieficiary of the right to collect ihe same."

i O. Subparagraph (k) of Schedule 2 is hereby renumbered as subparagrph (I). The following new subparagrph (k) is hereby added:
"( k) all letter-of-credit rights (whether or not the letter ofcreclt is evidenced by a wrting) Trutor now has or hereafter
acquires relating to the properties, rights, rides and interests referred to

in thi Schedule 2."

7
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RIER 2
Agreements of

Non-Borrower Trustor

~ (

1. Authority ofBeneficiarv. lfany Trustor is not an obligor under the Loan Documents (hereinafter, "Nonborrower
Trutor"), Nonborrower Trustor hereby authorizes Beneficiary to perform any of

the following acts at any time and from time to time,

all without notice to Nonborrower Trustor and without affecting Beneficiary's rights or Nonborrower Trutots obligations under this Deed of Trust: (i) alter any lemm of the LoaD Documents, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasin the rate of interst under, the Secued Promissory Note, (ii) take and

hold security for the Loan Documents, accept additional or substituted securty for the Loan Documents, and subordinte, exchange, enforce, waive. release, compromise, fail to perfect, sell or othe dispose of any such securty, (iii) apply any security now or later held for the Loan Documents in any order that Beneficiar in its sole discretion may choose, and direct the order and manner of any sale of all or any part of it and bid at any such sale, (iv) release the obligor under the Note and the other Loan Documents ("Obligor") of its liability under any Loan Document, and/or (v) substitute, add or release any oiie or more guarantors or endorSers of the Loan Documenns. For puroses of this Section l, all references to the Loan Documents shall also include any insrrment or agreemenn
executed by Obligor curenty with or subsequent to the date of this Deed of Trut which is secured by this Deed of

Trut in

accordance with the terms hereof.
2. Waivers of Non

borrower Trustor. Nonborrower Trustor hereby waives: (i) any right it may have to require

Beneficiary to proceed against Obligor, proceed againt or exhaust any security held from Obligor, or pursue any other remedy in

Beneficiary's power to pursue, (ii) any defense based on any legal disability of Obligor, any discharge or limitation of the liability of
Obligor to Beneficiary, whether consensual or arising by operation oflaw or any bankptcy reorgantion, receiverslùp, íiisolvency,

or debtor-relief proceeding, or from any oiher cause, or any claim that Nonborrower Trutots .obligations exceed or are more burdensome than those of Obligor, (iii) all presentments, demands for performnce, notices ofnonperfonrce, protests, notice of proiesr, notices of dishonor, notices of acceptance of tls Deed of Trust and of the existence, creation or incuring of new or additional
indebtedness of Obligor, and demands and notices of every

kid, (iv) any defense based on or arising out of any defense that Obligor

may have to the payment or performance of the Obligations or any par thereof, and (v) all rights of subrogation, reimbursement, Ìndemnification and contrbution (contraciual, statuoryor otherwe), including any claim or right of subrogation under i i U.S.c. or any successor staiute, all rights to enforce any remedy that the Beneficiar may have against Obligor, and all rights to partcipate in any security now or later held by Beneficiary for the Loan Documents. Nonborrower Trustor understands that if Beneficiary forecloses by trustee's sale on any other deed of trut (other than this deed of trut) securg the Obligations, Nonborrower Trustor would then have a defense preventing Beneficiary from thereafter enforcing Beneficiary's rights and remedies against the Trust Estate.
This defense arises because the trtee's sale under such oùier deed of

trt would elimite Nonborrower Trutots right of

subrogation, and therefore N.onborrower Trustor would be unable to obtain reimbursement from OblígQr. Nonborrower Tru0r specitically waives this defense and all righis and defenses that Nonborröwer Trustor may have because the Secured Obligations are secured by real properry. This means, among other thgs: (1) Beneficiar may exercise any rights or remedies wlùch Beneficiary has

or may have against the Trut Estate without first foreclosing on any real or personal propert collateral pledged by Obligor, and (2) if Beneficiary forecloses on any real propert collateral pledged by Obligor: (A) the amount of the Obligations may be reduced only by
the price for which the collateral is sold. at the foreclosure sale, even if the collateral is worth Beneficiary may exercise its rights and remedies against the Trust Estate even if

more than the sale price; and (B)

Beneficiar, by foreclosing on any real propert collateral pledged by Obligor, has destroyed any right Nonborrower Trustor may have to collect from Obligor. Ths is an unconditional and irrevocable waiver of any rights and defenses Nonborrower Trutor may have because the Obligations are secured by real property, These rights and defenses include, but are not limted to, any rights or defenses based upon Section 580a, 580b, 580d
or 726 of the California Code of Ci viI Procedure or similar laws in other states.
3. Obligots Financial Condition. NonboITower Trutor asswnes full responsibility for keeping inormed of Obligor's

financial condition and business operations and all other cÎIcumstances affectng Obligor's ability to pay and perorm its obligations to Beneficiary, and agres that Beneficiar shall have no duty to disclose to Nonborrower Trutor any informtion which Benefic:ary may receive about Obligots financial condition, business operations or any other circumstances bearig on Obligor's ability to perform.

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82461 deedoftruslv1

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