Free Declaration in Support - District Court of California - California

Case 5:07-cv-04808-JF

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EXHIBIT 3

Case 5:07-cv-04808-JF

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KURT OSENBAUGH (State Bar No.1 06132) DEBORAH YOON JONES (State Bar No. 118127)
WESTON, BENSHOOF, ROCHEFORT, RUBALCA VA & MacCUISH LLP 333 South HORe Street, Sixteenth Floor Los Angeles, California 90071
SA Y AKA KARITANI (State Bar No. 240122)

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Telephone: (213) 576-1000

kosenbaugh(iwbcounsel. com
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d j ones(êwbcounsel.com

Facsimile: (213) 576-1100
skaritann(iwbcounsel. com

Attorneys for Plaintiffs and Counter-Defendants BP WEST COAST PRODUCTS LLC and ATLANTIC RICHFIELD COMPANY

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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA
BP WEST COAST PRODUCTS LLC, a Delaware Limited Liability Camyany; and ATLANTIC RICHFIELD COMPANY, a
Delaware Corporation,

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Case No.: C07 04808 RS

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v.

Plaintiff,

PLAINTIFF'S REQUESTS FOR ADMISSION TO DEFENDANT MAGHUL F AQUIRY AN (SET NO. ONE)
Honorable Jeremy Fogel

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STTN ENTERPRISES, INC., a California COl)oration; NAZIM FA8UIRY AN, an individual; SAYED FAQl IRY AN, an individual; and MAGHUL FAQUIRY AN, an individual; and AVA GLOBAL ENTERPRISE, LLC, a California limited liability company,
Defendants.

Filing Date: September 17,2007

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AND RELATED COUNTERCLAIMS.

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PROPOUNDING PARTY:
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Plaintiff and Counter-Defendant BP WEST COAST

PRODUCTS LLC
RESPONDING PARTY:
Defendant MAGHUL F AQUIRY AN
One (1)

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SET NUMBER:
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MAGHUL FAQUIRY AN this first set of

Pursuant to Federal Rule of Civil Procedure 36, Plaintiff and CounterDefendant BP West Coast Products LLC ("BPWCP") hereby propounds to Defendant

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Requests for Admissions.

DEFINITIONS AND INSTRUCTIONS
The following definitions apply to each of

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the document requests:

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1.

DEFINITIONS As used herein, the terms "YOU" and "YOUR" shall mean and

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refer to Defendant Maghul Faquiryan and her respective past and present
representatives, agents, employees, attorneys, accountants, investigators, insurers, and
anyone acting on her behalf.

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REQUESTS FOR ADMISSION REQUEST FOR ADMISSION NO.1.:

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Admit that the agreement entitled, "Guaranty Agreement" that YOU signed and dated on June 20, 2006, and that is attached hereto as Exhibit A, is
genuine.

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REQUEST FOR ADMISSION NO.2.:
Admit that the agreement entitled, "Unconditional Continuing Guaranty"
that YOU signed and dated on January 19, 2007, and that is attached hereto as Exhibit
B, is genuine.
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DATED: February 1, 2008

KURT OSENBAUGH DEBORAH YOON JONES
WESTON, BENSHOOF, ROCHEFORT, RUBALCA VA & MacCUISH LLP
SA Y AKA KARIT ANI

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BP WE T COAST PRODUCTS LLC and ATLANTIC RICHFIELD COMPANY

Attorness for Plaintiffs and Counter-Defendants

~aritani

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Case 5:07-cv-04808-JF

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EXHIBIT A

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BP West Coast

Product LLC 0

Guarantee Agreement IndividUal

i.

FacmiY;~ The undersigned NaZim Faaulrvn and (SpóUSê, If marred), Intending to be
legally bound hereby and in con$idérätlon of BP West Coast Proucts LLC, Orrnized In Delaware (llerelnafter
called "BPWCP") advancing credit to STTN Enterorlses. Inc. (hereinafter

called "Debtoi"), and also In consideration nf BPWCP, at its sole discretion, (à) agreeing to any addiUonal creit al any time hereafter to Debtor

for petroleum products and other merchandise, or (b) to extend credit, advance money, or defer time for payment of any money due or to become due under contrct or obligation arising from any le.ase or loan, or (c) to extend credit in any other manner to, or at the reues or for the account of Debtor, either with or without security (all such

liabilty and obligation of Debtor to BPWCP now or hereafter existing being hereinafter referred to as
"Obligations"), do hereby jointly

Obligations together with interest thereon, and any and all expenses, including but not limited to, reasonable
attomeys' fees which may be incurred by BPWCP In collecng all or any of the Obligations and/or enforcing any

and severally guarantee and agre to pay to BPWCP, upon demand, all of the

rights hereunder; it being furter understo.od and agreed that the liabilty hereunder of the undersigned shall be
unlimited as to the amount of Obligations covered by this Guaranty.

The undersigned waive any right to require BPWCP to (a) proceed against Debtor or any other part; (b) proceed against or exaust any security held from Debtor. or (c) pursue any other remy in BPWCP's power whatsoever.
The undersigned waive any defense base on or arising out of any defense of Debtor other the Indebtedness, Including without limitation .any defense based on or

thn paymnt In full of
arising out of the disabilit of

unenforceability of the indebtedness or any part thereof from any cause, or the cesaüon from any cause of the liabilty of Debtor other than payment In full of the Indebtenes. BPWCP may, at its elecon. foreclose on any
security held by BPWCP by one or more judicial or nonjudicial sales whether or n() every ~pect of any is commercially rea~nable, or

Debtor. or the

security, without affecng or impairing in any way the liabilty of the. undersigned excet to the extet the

exercise any other right or remedy 8PWCP may have against Debtor, or any

such sale

indebtedness has been paid. The undersigned waive any defense arising out of any such ,elecon by BRWCP, even though such elecon operates to impair or extnguish any right of reimburSement or subrogation or other right
or remedy of the undersigned against Debtor or any security. Until all Indebtednes of Debtc:r to',BP.V\CP shall
have been paid in full, even though such indebtedness'

is in excess of the undersigned's liabllly'hereunder, 1he.' undersigned shall have no right of subrogation and waive any right to enforce any remedy which BPWCP now llas '. .

hereafter held by BPWCP. ;: .
mariner and with the sameèfec as if each

or may hereafter have against Debtor, and waive any benefit of, or any nght to partdpate in any securit'nw or .

If this Guaranty is executed by two or more pççrtes, they shall be severlly liable hereunder. and'the Word'
"undersigned" wherever use herein shall be constred to refer to each of such partes sèparated, an in the same.
Guaranty shan not be revoked or impaired as to any orie or more of such partes by the death'of any of thè others . or by the revocation or release of any liabiiiteS hereunder of anyone or more of such other partes.

of them had signed separateinstrmen; and in any such ca~e this

Execuledat .thS-U_daYOf~ .20~.

Witness
Residence of Guarantor (street, city, state, zip code)

\~~aqu;,,"
I

Witness
Residence of Guarantor (street, city, state, zip code)

Guarantor. Spouse

" Subscribed and sworn to before

me this

..ó.nday of

, lÁ-n¿ -

,.200 ~
,

"Required In all states

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BP West Coast Products LLC ~

buarantee Agreement Individual

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The undersigned Saved Faquirvan and (spouse, If marred), intending to be
leg;¡lly bound hereby and in considertion of BP We$t Coast Products LLC, organized in Delaware (hereinafter
consideration of for petroleum products and other merchandise, money, or

Facility: ~

called "BPWCP") advanCIng credit to STTN EnterDrises. Inc. (herelni;ftet calleØ "Debtor"), and also in
BPWCP , at Its sole discretion, (s) agreeing to any additional credit at any time hereaftr to Dabtor
or (b) to extend creqit, advance of any money due or to become due under contrct 9r obligation aaslngfrom any lease credit In any other manner to, or at the request qr for

defer time for payment (c) to extend tie liabilty and obligation of Debtor to BPWCP now account of Debtor, either with hereinafer referred to as or hereafter existing being or Wiout security (all such
or loan, or "Obligations"), do hereby joIntly and severally guarante and agree to pay Obligations together with interest thereon, and any and all expenses, including

attorneys' fees which may be Incurred by rights hereunder; it being further understoo

BPWCP In collecting all or any of the Öbllgations and(or enforcing any

to BPWCP, upon demand, all of the but not limited to, reasonable

unlimited as to the amount of Obligations covered by this Guaranty.

and agred that the liabilty herender of the undersigned shall be

The undersigned waive any right to require BPWCP to (a) prod against Debtor or any other part; (b) proceed

aginst or exhaust any secri held from Debtor; or (c) pursue any other reme in BPWCP's power whatsoever.
The undersigned waive any defense based on or arising out of any defense of

Debtor other thn of Debtor, full of the indebtedness, including without limitation any defense base on or arsing out of the discbilitypayment in or the
unenforceabilty of the indebtedness or any part thereof fr any cause, or the liability of Debtor other than payment In full

security held by BPWCP by one or more jUdicial or nonjudicial sales whether or not every aspect of any such sale
securi, without affecting or impairing In any way the liabilty of the undersgned except to the extent the

of the indebtedness. BPWCP ma. at its èletion, foreclose on any

ceation fr any cause of the

is commercally reasonable, or exercise any other right or remedy BPWCP ma have against Debtor, or any
indebteness has ben paid. The underigned waive any defense arising out of any such electon by BPWCP.
even though such electon operates to impair or extinguish any right of reimbursement or subrogation or other right

or remey of the undersigned against Debtor or any security. Until all indebtenes of Debtor to BPWCP shall have been paid in full, even though such indebtednes is in excess of the undersigned's liabilty hereunder, the

undersigned shall have no right of subrogation and waiv any right to enforc any remed which BPWCP now has
or may hereafter have against Debtor, and waive any beneft of, or any right to partcipate in any security now or hereafter held by BPWCP.
If this Guaranty is executed by two or more partes. they shall be severally liable t1ereunder, and the word

~undersigned" wherever used herein shall be constred to refer to each of such Partes separated, all in the same

manner and wi the same effec as if each of them had signed separate instments; and in any such case this
Guaranty shall not be revoked or impaired or by the revocation

by other partes. or release of any liabilties hereunder of any one or more of suchthe death of any of the others
partes

as to anyone or more of such

Executed at

I' . . this ~ - day of --4J/)

Witness
Residence of Guarantor (street. city, stte, Zip code)

~~~ r
Guarantor - Spouse

.20 ll.

Guarantor -Sayed Faquiryn

Witness
Residence of Guarator (stret, city; state, zip coe)

.. Subscribed and sworn to before me this

//iJM day

of

.~.........~.....
. ¡(otary Putjlic

. 20()¿'

-Requlred in an state

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EXHIBIT B

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UNCONDITIONAL CONTINUING GUARANTY
In order to induce BP WEST COAST PRODUCTS LLC, a Delaware limited liabilty company, its successors and assigns ("Lender") having an offce at 4 Centerpointe Dr., LPR 6-180, La Palma, CA 90623-1066, to enter into or continue a loan agreement (collectively, the "Loan Agreement"), as amended from time to time, with

STT ENTERPRISE, INC., a California corporation limited parership ("Debtor"), and for other good and
valuable consideration, the receipt and suffciency of which is hereby acknowledged, the undersigned.

as follows:

hereby agrees

i. The undersigned, Sayed M.N. Faquiryan and Mahgul Faquiran (collectively, "Guarantor")

hereby irrevocably, fully and unconditionally guaranties to Lender the prompt performance and payment when due,
whether by acceleration or otherwise, of all of the following (collectively, the "Obligations"): All

loans, advances, indebtedness, liabilities, debit balances, letter of credit or purchase guarty reimbursement obligations, covenants,

duties and all other obligations of whatever kind or nature at any time or ITom time to time owing by Debtor to Lender, or to any. of Lender's affliates, whether fixed or contingent, known or unknown, liquidated or unliquidated,

present or futw-e, no matter how or when arising and whether under said Loan Agreement or any other present or funnre agreement or otherwise, and including without limitation all obligations owed by Debtor to third paries
which are or may be assigned to Lender. In addition, the undersigned agree (s) to fully indemnify Lender agamst

any claim, har, Joss, damage, liabilty, cost or expense (including all costs, attorneys' fees, accounting fees and investigation fees) incurred in connection with any action, nonperformance or breach by Debtor of said Loan Agreement, or any breach of or failure to perform any representation, promise, agreement or warty of Debtor or
any wrongful acts, conduct or omission or fraud of

maximum liabilty of the undersigned under this Guaranty is limited to the principal amount of FOUR
that if any or the Obligations arise from false information which was provided by Debtor to Lender where Debtor knew that such information was false or Debtor was grossly negligent in providing sucb information to LeDder, then, the liability of tbe undersigned for such Obligations shall be unlimited. In cODnection with
the foregoing, the uodersigned shall not be liable for any punitive damages unless the undersigned

Debtor. Notwithstanding aDytbing berein to the contrary, tbe

HUNDRED AND SEVENTY FIVE THOUSAND Dollars ($475,000.00), plus accrued and unpaid interest, and any costs, expenses and fees or enforcement of this Guaranty or the LoaD Agreement; provided, however,

individually or with others caused such false information to be provided to Lender.
2. The undersigned waives notice of acceptance of this Guaraty and notice of any liabilty to which

it may apply, and waives diligence, presentment, demand for payment, protest, notice of protest, non-performance, dishonor or nonpayment of any such liabilties and/or the Obligations, notices of the existence, creation, inc\Img of new or additional indebtedness, suit or taking other action by Lender against, and any other notice to, any par liable thereon (includmg the undersigned), and waives any defense, offset or counterclaim to any liability hereunder
and the perfonnance of each and every condition precedent to which the undersigned might otherwise be entitled by

law. The undersigned furter waives: i) any right to require Lender to institue suit agiiinst, or to exhaust its rights

and remedies agamst, Debtor or any other person, or to proceed against any propert of any kind securing any of the Obligations, or to exercise an right of offset or other right with respect to reserves held by Lender; ii) any defense
aring by reason of any failure of Lender to obtain, perfect, maintain or keep in force any securty mterest in any
propert of Debtor or any other person; Hi) any defense based upon any failure of Lender to give the undersigned

notice of any sale or other disposition of any collateral securing any of the Obligations, or any failw-e of Lender to comply with any provision of applicable law in enforcing any security mterest in any collateral securng any.ofthe

Obligations, including without limitation any failure by Lender to dispose of any collateral in a commercially reaonable manner; iv) the benefit of all statutes of limitations with respect to any action based upon, arising out of or relating to this Guaranty; v) any rights under the doctine of marshallng of assets or any other similar doctres.

Without limiting the generality of any of the foregoing or any other provision of this Guaraty, the undersigned
expressly waive any and all benefit which otherwise may be available to the undersigned under California Civil
Code Sections 2809, 2810, 2819, 2839, 2845, 2849.2850,2899 and 3433 or any comparable provisions of

of any other jurisdiction, or any other sttutes or rules of law now or hereafter in effect, or otherwise and/or any

the laws

similar law of California or of any other jw-isdiction. There are no conditions precedent or other conditions of any
kind to the effectiveness of

this Guarty, and this Guaranty is immediately effective.

3. Lender may at any time from time to time (whether or not after revocation or termination of this Guaranty) without the consent of, or notice to, the undersigned, without incurring responsibilty to the undersigned, without impairing or releasing the obligations of the undersigned hereunder, upon or without any terms or conditions

82461guaranly Sayed Faquiiyan1

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and in whole or in part: (i) change the maner, place or temms or payment, or change or extend the time of payment
of, renew, alter or release Debtor or any other guarantor fTom any of the Obligations, any security therefor, or any

liabilty incurred directly or indirectly in respect thereof, and this Guaranty shall apply to the Obligations as so
changed, extended, renewed or altered; (ii) sell, exchange, release, surrender, realize upon or otherwise deal with in

any manner and in any order any propert by whomsoever at any time pledged or mortgaged to secure, or
howsoever securing, the Obligations hereby guaranteed or any liabilties (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or offset there against; (iii) exercise or refTin from exercising or
release any rights against Debtor or others (including the undersigned) or otherwise act or reûain ûom actig; (iv)

settle or compromise any of the Obligations hereby guaranteed, any security therefor or any liability (including any of those hereunder) incured directly or indirectly in respect of said ObligationS and/or security therefor or this
Guarty, and subordinate the payment of all or any part thereof to the payment of

to creditors öf Debtor other than Lender and the undersigned; and (v) apply any sums by whomsoever paid or

any liabilty (whether due or not)

howsoever realized to any of the Obligations regardless of what Obligations or other liabilties of Debtor remain
unpaid.
4. No invalidity, iITegularity or un

enforceability of all or any par of the Obligations hereby

guaanteed or of any security therefor or of said factorig agreement or any amendment or supplement thereto or any other document existing between Lender and Debtor shall affect, impair or be a defense to this Guaranty and its enforceabilty. The liability of the undersigned hereunder is primar and unconditional and not merely that of a surety and shall not be subject to any offset, defense or counterclaim of Debtor. This Guarty is a continuing one and all Obligations to which it applies or may apply under the temms hereof shall be conclusively presumed to have
been created in reliance hereon. The books and records of Lender showing the account and dealings and

transactions between Lender and Debtor shall be admissible in evidence in any action or proceeding, including photocopies thereof, shall be binding upon the undersigned for the purpose of establishing the items and amounts set

fort therein, and shall constitute prima facie evidence thereof, except that monthly statements rendered by Lender to Debtor shall constitute, to the extent to which no objection is made within thir (30) days after date thereof, an
account stated between Lender and Debtor that shall be binding upon the undersigned. As to each of the

undersigned, tbis Guaranty shall continue until ninety (90) days after written notice of revocation signed by such undersigned has been actually received by Lender, notwithstanding a revocation by, or the death of, or complete or parial release for any cause, of anyone or more of the remainder of the undersigned, other guartors or of Debtor, or of anyone liable in any maner for the Obligations hereby guarnteed, or for the liabilities (including those
herein) incuITed direcly or indirectly in respect thereof or hereof, and notwithstanding the dissolution, temmination

or increae, decrease or change in personnel of anyone or more of the undersigned or other guarantors which may

be parerships or corprations.
5. No revocation or temmination hereof shall affect in any maner any of the rights arising under this Guaranty with respect to (i) Obligations which shall have been created, contracted, assumed or incurrd prior to or
within ninety (90) days after actal receipt by Lender of written notice of such revocation or lermination and all

eX1ensions, renewals and modifications of said Obligations, or (ii).Obligations which shall have been created,
contrcted, assumed or incurred more than ninety (90) days after receipt of sucb wrtten notice puruant to any contrct entered into by Lender prior to expirtion of said ninety (90) day period.
6. Upon the happening of any of IDe following events: the failur to pay, fulfill or perfomm any of

Obligations when due, or any breach or fmlure to perfomm by Debtor or any of the imdersigned of any

the

representation, promise, agreement or warnty to Lender, or any revocation, breach or temmination by any of the
undersigned of this Guarnty, or the death or insolvency of Debtor or any of the undersigned or suspension of
business of Debtor or any of the undersigned or the issuance of any writ of attacluent against any ofthe propert of

Debtor or any of the undersigned, or the making by Debtor or any of the undersigned or any assignment for the
benefit of creditors, or a trstee or receiver being appointed for Debtor or any of the undersigned or for any propert

of either of them, or any proceeding being commenced by or against Debtor or any of the undersigned. under any banptcy, reorganization, argement of debt, insolvency, readjustment of debt, receivership, liquidation or
cüssolution law or statute - then and in any such event and at any time thereafter, Lender may, without notice to

Debtor or any of the undersigned, declare any or all of the Obligations, whether or not then due, immediately due
and payable hereunder by any of the undersigned, and Lender shall be entitled to enforce the obligations of any or
all of the undersigned hereunder. All sums of money at any time to the credit of

the undersigned with Lender or any

of its affliates and any of the propert of any or all of the undersigned at any time in the possession of Lender or

82461guaranty Sayed Faqulryan1

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any of its affliates may be held by or on behalf of Lender as security for any and all obligations of the undersigned hereunder notwithstading that any of said money or propert may have been deposited, pledged or delivered by the undersigned for any other, different or specific purpose. Any and all present and future indebtedness and obligations of Debtor to the undersigned, and any and all claims of any nature which the undersigned may now or hereafter have against Debtor ar hereby subordinated to the full payment to Lender of the Obligations, and are hereby assigned to Lender as additional collateral security therefor. If Lender so requests, any such indebtedness of Debtor to the undersigned shall be collected, enforced and received by the undersigned as trstees for Lender and be paid over to

Lender on account of the Obligations but without reducing or affecting in any manner the liability of the
undersigned under the other provisions ofthis Guaranty.
7. Whether or not any suit, claim or proceeding is fied, the undersigned agrees to reimburse and

compensate Lender on request or demand for all attorneys' fees, accounting fees, investigation fees and all other costs and expenses incUIed by Lender in enforcing this Guaranty or any supplement or amendment thereto or arising out of, or relating in any way to this Guaranty or any supplement or amendment thereto, or in enforcing any of the Obligations against Debtor, the undersigned or any other person. In the event Lender or the undersigned fie any lawsuit, action, claim or proceeding against the other predicated on a breach or nonperfonnance of this Guaranty or any supplement or amendment thereto or to enforce any rights under, or to obtain any declartory or equitable or other relief as to the tenns or provisions of, this Guarnty or any supplement or amendment thereto, the prevailing par in such lawsuit, action, claim or proceeding shall be entitled to recover its attorneys' fees, accounting fees, investigation fees and costs of suit Ó'om the non-prevailing party.
8. If claim is ever made upon Lender for repayment of any amount or amounts received by Lender in

payment of or on account or pursuant to of any of the Obligations and Lender repays all or paa of said amount by
reason of (i) any judgment, decree or order of any Court or adjudicatory or administrative body having jurisdiction

over Lender or any of its propert, or (ii) any settlement or compromise of any claim effected by Lender with any such claimant (including Debtor), then and in any such event the undersigned agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the undersigned, notwithstanding any revocation or release hereof or the cancellation of any note or other instrument evidencing any of the Obligations, or any release or any such Obligations, and the undersigned shall be and remain liable to Lender hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Lender. The provisions of this paragraph shall surive, and continue in effect, notwithstanding any revocation or release hereof.

9. No delay on the par of Lender in exercising any of its options, powers or rights, or partial or single exercise thereof, shall constitute a waiver thereof. No waiver of any of its rights hereunder, and no modification or amendment of this Guarty shall be deemed to be made by Lender unless the same shall be in
wrting, duly signed on behalf of, and as actually authorized by, Lender, and each such waiver, if any, shall apply
only with respet to the specific instance, matter or trsaction involved, and shall in no way impair the rights of

Lender or the obligations of the undersigned to Lender in any other respect, instce, matter or trsaction at any

other time. The undersigned hereby expressly and unconditionally waives all rights of subrogation, reimbursement and indemnity of every kiiid against Debtor, and all rights of recourse to any assets or propert of Debtor, and all
rights to any collateral or secw-ity held for the payment and penonnance of any Obligations, including (but not

limited to) any of the foregoing rights which the undersigned may have under any present or futue document or
agrement with any Debtor or other person, and including (but not limited to) any of

undersigned may have under any equitable doctrine of subrogation, implied contct, or unjust enrchment, or any other equitable or legal doctine.

the foregoing rights which the

10. The undersigned consent and agree that, without notice to or by the undersigned and without affecting or impairing in any way the obligations or liabiJty ofthe undersigned hereunder, Lender may, Ó'om time to time, before or after revocation of this Guarty, exercise any right or remedy it may have with respect to any or all
of the Obligations or any propert securing any or all of the Obligations or any guaranty thereof, including without

limitation judicial foreclosure, nonjudicial foreclosure, exercise of a power of sale, and taking a deed, assignment or
trsfer in lieu of foreclosure as to any such propert, and the undersigned expressly waive any defense based upon

the exercise of any such right or remedy, notwithtanding the effect thereof upon any of the undersigned's rights,
including without limitation, any destrction of the undersigned's right of subrogation against Debtor and any

destrction of the undersigned's right of contrbution or other right against any other guarantor of any or all of the Obligations or against any other person, whether by operation of Sections 580a, 580d or 726 of the California Code

8246iguaranty Sayed Faqulryani

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of Civil Procedure, or any comparble provisions of the laws of any other jurisdiction, or any other statutes or rules of law now or hereafter in effect, or otherwise. Without limiting the generality of the foregoing, the undersigned waive all rights and defenses that the undersigned may have because the Obligation is secured by real propert. This means, among other things: (i) Lender may collect from the undersigned without first foreclosing on any real or personal propert collateral pledged by Debtor; and (ii) If Lender forecloses on any real propert collateral pledged by Debtor, (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at
the foreclosure sale, even if the collateral is worth more than the sale price and (B) Lender may collect ITom the

undersigned even if Lender, by foreclosing on the real propert collateral, has destroyed any right the undersigned may have to collect ttom Debtor. This is an unconditional and irrevocable waiver of any rights and defenses the undersigned may have because the Obligations are secured by real propert. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. In addition, without limiting the generality of any of the foregoing, the undersigned waive all rights and defenses that the undersigned may have because the guartee of another guarantor is secured by real propert. This means, among other things: (i) Lender may collect ITom the undersigned without first foreclosing on any real or

personal propert collateral pledged by the other guarantor, and (ii) If Lender forecloses on any real propert
collateral pledged by the other guarntor, (A) the amount of the Obligations may be reduced only by the price for which that colIateral is sold at the foreclosur sale, even if the collateral is worth more than the sale price and (B)

Lender may collect from the undersigned even if Lender, by foreclosing on the real propert collateral, has
destoyed any right the undersigned may have to obtain contribution ITom the other guarator. This is an

unconditional and irevocable waiver of any rights and defenses the undersigned may have because the obligations
of the other guarntor are secured by real propert. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.
1 I. The undersigned is presently informed of the status and financial condition of Debtor and of all

other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The undersigned hereby covenants that they win continue to keep themselves informèd of Debtots status and financial condition and of all other circumstances which bear upon the risk of nonpayment. The undersigned hereby waives the right, if any, to require Lender to disclose to it any information which Lender may
now or hereafter acquire concerning such status, condition or circumstances.
i 2. Neither Lender, nor any of its directors, offcers, employees, agents, attorneys or any other person affliated with or representig Lender shall be liable for any claims, demands, losses or damages, of any kind

whatsoever, made, claimed incurrd or suffered by the undersigned or any other par though the ordinar

negligence of Lender, or any of its directors, offcers, employees, agents, attorneys or any other person affliated
with or representing Lender.

13. The undersigned agrees that any claim or cause of action by the undersigned against Lender, or
any ofLendets directors, offcers, employees, agents, accountants or attorneys, based upon, arising ftom, or relating to this Guarnty, or any other present or future agreement between Lender and the undersigned or between Lender and Debtor, or any other transaction contemplated hereby or thereby or relating hereto or thereto, or any other
matter, cause or thing whatsoever, whether or not relating hereto or thereto, occured, done, omitted or suffered to be

done by Lender, or by Lender's directors, offcers, employees, agents, accountants or attorneys, whether sounding in

contrct or in tort or otherwise, shan be baIed unless asserted by the undersigned by the commencement of an action or proceeding in a cour of competent jurisdiction within Los Angeles County, California by the filing of a
complaint within one (I) year after the first act, occurrence or omission upon which such claim or cause of action, or

any part thereof, is based and service of a swmons and complaint on an offcer of Lender or any other person authorized to accept service of process on behalf of Lender, within thir (30) days thereafter. The undersigned
agrees that such one (I) year period is a reasonable and suffcient time for the undersigned to investigate an act upon any such claim or cause of action. The one (I) year period provided herein shall not be waived, tolled, or

extended except by a specific written agreement of Lender. This provision shall survive any tennination of this Guarty or any other agreement.
California and the of Lender and of the undersigned hereunder shall be governed and constred in accordancerights the laws of the with and obligations State of California; and this Guaraty is binding upon the undersigned, his, her, their or its executors, administrtors,
14. This Guarnty was made and entered into in the State of

trstees, receivers, parnts, holding companies, affliates, successors and assigns, and shall inure to the benefit or

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Lender, its successors and assigns. As a material par ofÙle consideration to the Lender for accepting this Guaranty,

the undersigned (i) agree Ùlat, at the option of Lender, all actions. and proceedings based upon, arising out of or

relating in any way directly or indirectly to this Guaranty shall be litigated exclusively in court located within Los
Angeles County, California, (ii) c'onsent to the jurisdiction of any such court and consent to Ùle service of process in

any such action or proceeding by personal delivery, first class mail, or any other method permitted by law, and (ii) waive any and all rights to tranfer or change the venue of any such action or proceeding to any court located outside Los Angeles County, Califomia.
i 5. The undersigned acknowledge that the acceptance of this Guarnty by Lender does not constitute a commitment by Lender to extend credit to Debtor or to pemmit Debtor to incur Obligations. All sums due trom the

undetsigned to Lender hereunder shall bear interest from the date due to the date paid at a rate equal to the highest

rate charged with respect to the Obligations.
i 6. The undersigned, if more than one, shall be jointly and severally liable hereunder and the term

"undersigned" wherever used herein shall mean the undersigned or anyone or more of them. The temm "Debtor", if
more ùùan one is named as such, shall mean all or anyone thereof. Anyone signing this Guaranty shall be bound

hereby, whether or not anyone else signs this Guaranty at any time. The term "Lender" includes any agent or
representative of Lender acting for it. If any provision or portion of this Guaranty or any supplement or amendment thereto is held to be illegal, invalid or unenforceable by a court or adjudicatory body of competent jurisdiction. said

provision or portion shall be deemed to be severed and deleted and ùùe remainder shall continue to be valid and
enforceable. This Guaraty is the entire and only agreement and understanding between the undersigned and Lender

with respect to the guarantee of the Obligations and the subject matter of this Guaranty, and all representations,
amngements, agreements. and undertakings, ora! or written, previously or contemporaneously made, which are not
set fort herein are superseded hereby. No course of dealing between the paries, no usage of the trde and no

parole or extrnsic evidence of any natue shall be used or be relevant to supplement, explain or modify any term or

provision of this Guaranty or any supplement or amendment thereto. The undersigned acknowledge receipt of a copy of this Guanty, and certifies that the undersigned have read all of said document, and fully understand and
agree to the same, before having signed it.

17. MUTUAL WAIVER OF JURY TRIAL. LENDER AND THE UNDERSIGNED HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, LAWSUIT OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: I) THIS GUARANTY OR ANY

SUPPLEMENT OR AMENDMENT THERETO; OR II) ANY OTHER PRESENT OR FUTURE
INSTRUMENT OR AGREEMENT BETWEEN LENDER AND THE UNDERSIGNED; OR 11) ANY BREACH, CONDUCT, ACTS OR OMISSIONS OF LENDER OR THE UNDERSIGNED OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSON AFFILIATED WITH OR REPRESENTING LENDER OR THE UNDERSIGNED; IN EACH OF THE FOREGOING CASES, WHETHER' SOUNDING IN CONTRCT OR TORT OR OTHERWISE.
IN WITNESS WHEREOF, the undersigned has/have executed Ùlis Guaranty.

"GUARANTOR"

By: :~1~ -/~
SS#:

Date:

1-IJl-o 7

By: M~II~ fJ. ~~LMahgul ~quiran '
Spouse
SS#:
Address of

Date:

/-/1-(77

Guartors: 708 Antiquity Dr., Faireld, California 94535

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ACKNOWLEDGMENT

State of

California

..

)

County of

$u &~ ~

'-

On

W . personaUy appeared
per onally known to me (or proved to me

on the basis of sa. actory evidence) to be the p rs wh e nam~) ¡st subscribed to the within instrment an acknowledged to me that hels executed the same in his~ authorized capacity), and that by
hislr signatue(-s on the instrment the person(-s or the entity upon behalf of which the perso$lacted,
executed the instrment.

~-(Signature)
On

WITNESS my hand and offcial seaL.

ACKNOWLEDGMENT

State of California , )

County of ~ if~ ~
.. ,per naUy known to me (or proved to me
on the basis of satisfact evidence) t the p onW-whose name~5-) is. subscribed to the within instrent

~~, personally appeared

and acknowleded to me that h~ey executed the same in hi~eir authorized capacity(ies), and that by
hi~heir signature(s) on the instrment the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrment.

~~¿~
(Signature)

WITNSS my hand and offcial seaL.

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UNCONDITJONAL CONTINUING GUARANTY
In order to induce BP WEST COAST PRODUCTS LLC, a Delaware limited liability company, its
successors and asigns ("Lendet') having an offce at 4 Centerpointe Dr., LPR 6-180, La Pabna, CA 90623- i 066,

to enter into or continue a loan agreement (collectively, the "Loan Agreement"), as amended from time to time, with

' STT ENTERPRISE, INC., a California corporation limited parership ("Debtot'), and for other good and
valuable consideration, the receipt and suffciency of which is hereby acknowledged, the undersigned hereby agrees
as follows:

i. The undersigned, Nazim S.M. Faquiryan (collectively, "Guarantor") hereby ilTevocably, fully and

unconditionally guaranties to Lender the prompt perfonnance and payment when due, whether by acceleration or otherwise, of all of the following (collectiveJy, the "Obligations"): All loans, advances, indebtedness, liabilties,
debit balances, letter of credit or purchase guaranty reimbursement obligations, covenants, duties and all other obligations of whatever kind or natue at any time or ITom time to time owing by Debtor to Lender, or to any of

Lender's affiiates, whether fixed or contingent, known or unkown: liquidated or unliquidated, present or future, no matter how or when arising and whether under said Loan Agrement or any other present or fume agreement or otherwise, and including without limitation all obligations owed by Debtor to third paries which are or may be
assigned to Lender. In addition, the undersigned agree (s) to fully indemnify Lender against any claim, han, loss,

damage, liabilty, cost or expense (including all costs, attorneys' fees, accounting fees and investigation fees)
inculTed in connection with any action, nonperfonnance or breach by Debtor of said Loan Agreement, or any breach of or failure to perfonn any representation, promise, agreement or warty of Debtor or any wrongful acts, conduct or omission or fraud of Debtor. Notwithstanding anything herein to the contrary, the maximum liabilty of tbe

undersigned under this Guaranty is limited to the principal amount of FOUR HUNDRED AN SEVENTY FIVE THOUSAND Dollars ($475,000.00), plus accrued and unpaid interest, and any costs, expenses and fees of enforcement of this Guaranty or the Loan Agreement; provided, however, that if any of the Obligations

arise from false information which was provided by Debtor to Lender where Debtor knew that such
information was false or Debtor was grossly negligent in Providing such information to Lender, then, the liability of the undersigned for such Obligations shall be unlimited. In connection with the foregoing, the undersigned shall not be liable ror any punitive damages unless the undersigned individually or with others caused such raise information to be provided to Lender.
2. The undersigned waives notice or acceptance of this Guaranty and notice of any liability to which it may apply. and waives dilgence, presentment, demand for payment, protest, notice of protest non-perfonnance,

the existence, creation, ineulTing of new or additional indebtedness, suit or taking other action by Lender against, and any other notice to, any part

dishonor or nonpayment of any such liabilities and/or the Obligations, notices of

liable thereon (including the undersigned), and waives any defense, off,et or counterclaim to any liabilty hereunder
and the perfonnance of each and every condition precedent to which the undersigned might otherwise be entitled by

law. The undersigned further waives: i) any right to require Lender to institute suit agaist, or to exhaust its rights
and remedies against, Debtor or any other person, or to proceed against any propert of any kid securing any of the

Obligations, or to exercise any right of offset or other right with respect to reserves held by Lender; H) any defense arsing by reason of any failure of Lender to obtain, perfect, maintan or keep in force any secur interest in any propeny of Debtor or any other person; Hi) any defense based upon any failur of Lender to give the undersigned
notice of any sale or other disposition of any collaterl securng any of the Obligations, or any failure of Lender to

comply with any provision of applicable law in enforcing any securty interest in any collateral securng any of the Obligations, including without limitation any failure by Lender to dispose of any collateral in.a commercially reasonable maner; iv) the benefit of all statutes of limitations with respect to any action based upon, arsing out of or relatig to this Guaranty; v) any rights under the doctre of marhalling of assets or any other similar docnies. Without limiting the generaity of any of the foregoing or any other provision of this Guaraty, the undersigned
expressly waive any and all benefit which otherise may be available to the undersigned under California Civil
Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 or any comparable provisions of

the any of any other jurisdiction, or any other statutes or rules of law now or hereafter in effect, or otherwise and/or Jaws
similar law of California or of any other jurisdiction. There are no conditions precedent or other conditions of any

kind to the effectiveness orthis Guaranty, and this Guaranty is immediately effective.

3. Lender may at any time ffom time to time (whether or not after revocation or tennination of this Guaraty) without the consent of, or notice to, the undersigned, without incUIing responsibiliy to the undersigned,
without impairng or reJeasing the obligations of

the undersigned hereunder, upon or without any terms or conditions

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and in whole or in par: (i) change the manner, place or tenns or payment, or change or extend the time of

payment of, renew, alter or releae Debtor or any other guarntor from any of the Obligations, any security therefor, or any

liabilty incurred dirctly or indirectly in respect thereof, and this Guarty shall apply to the Obligations as so
changed, extended, renewed or altered; (H) sell, exchange, release, surrender, .realize upon or otherwise deal with in

any maMer and in any order any propert by whomsoever at any time pledged or mortgaged to secure, or
howsoever securing, the Obligations hereby guarteed or any liabilities (including any of those hereunder) incured directly or indirectly in respect thereof or hereof, or offset there against; (Hi) exercise or refrain from exercising or
release any rights against Debtor or others (including the undersigned) or otherwise act or refrin ITom actig; (iv)

settle or compromise any of the Obligations hereby guaranteed, any security therefor or any liabilty (including any or those hereunder) incurred directly or indirectly in respect of said Obligations and/or security therefor or this
Guarty, and subordinate the payment of all or any par thereof

to the payment of any liability (whether due or not) to creditors of Debtor other than Lender and the undersigned; and (v) apply any slu1J by whomsoever paid or

howsoever realized to any of the Obligations regardless of what Obligations or other liabilities of Debtor remain
unpaid.

4. No invalidity, iregularity or unenforceabilty of all or any par of the Obligations hereby
guaranteed or of any security therefor or of said factoring agreement or any amendment or supplement thereto or any other document existing between Lender and Debtor shall affect, impair or be a defense to this Guaranty and its
enforceabilty. The liabilty of the undersigned hereunder is primar and unconditional and not merely that of a

surety and shall not be subject to any offset, defense or counterclaim of Debtor. This Guarty is a continuing one and all Obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have

been created in reliance hereon. The books and records of Lender showing the account and dealings and
trsactions between Lender and Debtor shall be admissible in evidence in any action or proceeding, including photocopies thereof, shall be binding upon the undersigned for the purpose of establishing the items and amounts set forth therein, and shall constitute prima facie evidence thereof, except that monthly statements rendered by Lender

to Debtor shall constitute, to the extent to which no objection is made within thin (30) days after date thereof, an
account stated between Lender and Debtor that shall be binding upon the undersigned. As to each of the

undersigned, this Guaranty shall continue until ninety (90) days after written notice of revocalÍon signed by such undersigned has been actually received by Lender, notwithstanding a revocation by, or the death of, or complete or
parial release for any cause, of

Debtor, or of anyone liable in any maner for the Obligations hereby guaranteed, or for the liabilties (including those herein) incurred directly or indirctly in respect thereof or hereof, and notwithstanding the dissolution, tennination

any one or more of

the remainder of

the undersigned, other guartors or of

or increase, decrease or change in persowwel of anyone or more of the undersigned or other guarntors which may
be parerships or corporations.

5. No revocation or tennination hereof shall affect in any manner any of the rights aring under this

Guarty with respect to (i) Obligations which shall have been created, contrcted, asumed or incurred prior to or with ninety (90) days after actual receipt by Lender of wrtten notice of such revocation or tennination and all extensions, renewals and modifications of said Obligations, or (ii) Obligations which shall have been created, contraced, assumed or incurred more than ninety (90) days after receipt of such wrtten notice pursuant to any
contract entered into by Lender prior to expiration of said ninety (90) day period.

6. Upon the happening ofany of the following events: the failure to pay, fulfil or peñonn any of the
Obligations when due, or any breach or failure to peñonn by Debtor or any of the undersigned of any
representation, promise, agreement or warrty to Lender, or any revocation, breach or temmination by any of the

undersigned of this Guarnty, or the death or insolvency of Debtor or any of the undersigned or suspension of
business of Debtor or any of the undersigned or the issuance of any writ of attachment againt any of the propert of

Debtor or any of the undersigned, or the making by Debtor or any of the undersigned or any assignment for the benefit of creditors, or a trstee or receiver being appointed for Debtor or any of the undersigned or for any propert of either of them, or any proceeding being commenced by or against Debtor or any of the undersigned under any bankptcy, reorganization, argement of debt, insolvency, readjustment of debt, receivership, liquidation or
dissolution law or statue - then and in any such event and at any time thereafter, Lender may, without notice to

Debtor or any of the undersigned, declare any or all of the Obligations, whether or not then due, immediately due

and payable hereunder by any of the undersigned, and Lender shall be entitled to enforce the obligations of any or
all of the undersigned hereunder. All sums of money at any time to the credit of the undersigned with Lender or any

of ilS affliates and any of the propert of any or all of the undersigned at any time in the possession of Lender or

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any of its affliates may be held by or on behalf of Lender as security for any and all obligations of the undersigned hereunder notwithstanding that any of said money or propert may have been deposited, pledged or delivered by the undersigned for any other, different or specific purpose. Any and all present and fiiture indebtedness and obligations of Debtor to the undersigned, and any and all claims of any nature which the undersigned may now or hereafter have against Debtor are hereby subordinated to the full payment to Lender of the Obligations, and are hereby assigned to

Lender as additional collateral security ilerefor. If Lender so requests, any such indebtedness of Debtor to ile
undersigned shall be collected, enforced and received by ile undersigned as trstees for Lender and be paid over to

Lender on account of the Obligations but without reducing or affecting in any manner the liabilty of the undersigned under the other provisions of this Guaty.
7. Whether or not any suit, claim or proceeding is fied, ile undersigned agres to reimburse and

compensate Lender on request or demand for all attorneys' fees, accounting fees, investigation fees and all other costs and expenses incurred by Lender in enforcing this Guaranty or any supplement or amendment thereto or arsing out of, or relating in any way to this Guaranty or any supplement or amendment thereto, or in enforcing any
of the Obligations against Debtor, the undersigned or any other person. In ile event Lender or the undersigned fie

any lawsuit, action, claim or proceeding against the other predicated on a breach or nonperfonnance of this Guarty or any supplement or amendment thereto or to enforce any rights under, or to obtain any declartory or equitable or other relief as to the terms or provisions of, this Guaranty or any supplement or amendment thereto, the prevailing par in such lawsuit, action, claim or proceeding shall be entitled to recover its attorneys' fees, accounting fees, investigation fees and costs of suit from the non-prevailing part.
8. If claim is ever made upon Lender for repayment of

payment of or on account or pursuant to of any of the Obligations and Lender repays all or par of said amount by reason of (i) any judgment, decree or order of any Court or adjudicatory or administrative body having jurisdiction over Lender or any of its propert, or (ii) any settlement or compromise of any claim effected by Lender with any such claimant (including Debtor), then ¡¡nd in any such event the undersigned agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the undersigned, notwithstanding any revocation or release hereof or the cancellation of any note or other instrment evidencing any of the Obligations, or any release or any such Obligations, and the undersigned shall be and remain liable to Lender hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Lender. The provisions of this
pargrph shall survive, and continue in effect, notwithstading any revocation or release hereof.

any amount or amounts received by Lender in

9. No delay on the par of Lender in exercising any of its options, powers or rights, or partial or

single exercise thereof, shall constitute a waiver thereof. No waiver of any of its rights hereunder, and no modification or amendment of this Guaanty shaIl be deemed to be made by Lender unless the same shall be in
writing, duly signed on behalf of, and as actaIly authorized by, Lender, and each such waiver, if any, shall apply only with respect to the specific instance, matter or traction involved, and shall in no way impair the rights of
Lender or the obligations of the undersigned to Lender in any other respect, instance, matter or traction at any

other time. The undersigned hereby expressly and unconditionally waives all rights of subrogation, reimbursement and indemnity of every kind against Debtor, and all rights of recourse to any assets or propert of Debtor, and all
rights to any colIateral or security held for the payment and perfonnance of any Obligations, including (but not

limited to) any. of the foregoing rights which ile undersigned may have under any present or future document or
the foregoing rights which the undersigned may have under any equitable doctrne of subrogation, implied contrct, or unjust enrichment, or any
other equitiible or legal doctrne.
agreement with any Debtor or other person, and including (but not limited to) any of

affectig or impairing in any way the obligations or liability of

10. The undersigned consent and agree that, without notice to or by the undersigned and without the undersigned hereunder, Lender may, from time to

time, before or after revocation of this Guaraty, exercise any right or remedy it may have with respect to any or all of the Obligations or any propert securing any or all of the Obligations or any guarty thereof, including without limitation judicial foreclosure, nonjudicial foreclosure, exercise of a power of sale, and taking a deed, assignment or

transfer in lieu of foreclosure as to any such propert, and the undersigned expressly waive any defense based upon
ile exercise of any such right or remedy, notwiilstanding the effect thereof upon any of the undersigned's rights,

including without limitation, any destrction of the undersigned's right of subrogation against Debtor and any

destrction of the undersigned's right of contrbution or other right against any other guarntor of any or all of the Obligations or against any other person, whether by operation of Sections 580a, 580d or 726 of the California Code

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of Civil Procedure, or any comparable provisions of the laws of any other jursdiction, or any other statutes or rules of law now or hereafter in effect, or otherwise. Without limiting the generality of the foregoing, the undersigned waive all rights and defenses that the undersigned may have because the Obligation is secured by real propert.
Ths means, among other things: (i) Lender may collect fTom the undersigned without first foreclosing on any real or
personal propert collateral pledged by Debtor; and (ii) If

Lender forecloses on any real propert collateral pledged by Debtor, (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is wort more than the sale price and (B) Lender may collect from the undersigned even if Lender, by foreclosing on the real propert collateral, has destroyed any right the undersigned may have to collect from Debtor. This is an unconditional and irrevocable waiver of any rights and defenses the undersigned may have because the Obligations ar secured by real propert. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. In addition, without limiting the generality of any of the foregoing, the undersigned waive all rights and defenses that the undersigned may have because the guarantee of another guarantor is secured by real propert. This means, among other things: (i) Lender may collect from the undersigned without first foreclosing on any real or

personal propert collateral pledged by the other guarantor, and (ii) If Lender forecloses on any real propert

collateral pledged by the other guarntor, (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (B)

Lender may collect ffom the undersigned even if Lender, by foreclosing on the real propert collateral, has
destroyed any right the undersigned may have to obtain contrbution ffom the other guarntor. This is an

unconditional and irevocable waiver of any rights and defenses the undersigned may have because the obligations
of the other guarantor are secured by real propert. These rights and defenses include, but are not limited to, any
rights or defenses based upon Section 580a, 580b, 580d, or 726 of

the California Code of Civil Procedure.

11. The undersigned is presently infonned of the status and financial condition of Debtor and of all

other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. The undersigned hereby covenants that they wil continue to keep themselves informed of Debtots status and financial condition and of all other circumstances which bear upon th risk of nonpayment. The undersigned hereby waives the right, if any, to require Lender to disclose to it any information which Lender may
now or hereafter acquire concerning such status, condition or circumstances.
12. Neither Lender, nor any of its directors, offcers, employees, agents, attorneys or any other person

affliated with or representing Lender shall be liable for any claims, demands, losses or damages, of any kind
whatsoever. made, claimed, incurd or suffered by the undersigned or any other par through the ordinar

negligence of Lender, or any of its directors, offcers, employees, agents, attorneys or any other person affliated
with or representing Lender.

13. The undersigned agrees that any claim or cause of action by the undersigned against Lender, or
Lender's directors, offcers, employees, agents, accountants or attorneys, based upon, arising fiom, or relating to this Guaranty, or any other present or futue agreement between Lender and the undersigned or between Lender and Debtor, or any other trasaction contemplated hereby or thereby or relating hereto or thereto, or any other
any of

matter, cause or thing whatsoever, wh.ethr or not relating hereto or thereto, occured, done, omitted or suffered to be done by Lender, or by Lender's directors, offcers, employees, agents, accountats or attorneys, whether sounding in

contract or in tort or otherwise, shan be bared unless asserted by the undersigned by the commencement of an action or proceeding in a court of competent jursdiction within Los Angeles County, California by the fiing of a
complaint within one (I) year after the first act, occurrence or omission upon which such claim or cause of

any par thereof, is based and service of a summons and complaint on an offcer of Lender or any other person authorized to accept service of process on behalf of Lender, within thir (30) days thereafter. The undersigned
agrees that such one (1) year period is a reasonable and suffcient time for the undersigned to investigate and act

action, 'or

upon any such claim or cause of action. The one (1) year period .provided herein shall not be waived, tolled, or

extended except by a specific written agreement of Lender. This provision shall survive any termination of this
Guaranty or any other agreement.
14. This Guaranty was made and entered into in the State of California and the rights and obligations

of Lender and of the undersigned hereunder shall be governed and constred in accordance with the laws of the State of California; and this Guaranty is binding upon the undersigned, his, her, their or its executors, administrtors,
trstees, receivers, parents, holding companies, affliates, successors and assigns, and shall inure to the benefit of

82461 guaranty Nazzm Faqulryan 1

325
4

201

Case 5:07-cv-04808-JF

Document 46-7

Filed 07/03/2008

Page 19 of 46

Lender, its successors and assigns. As a material par of the consideration to the Lender for accepting this Guaranty. the W1dersigned (i) agree that, at the option of Lender, all actions and proceedings based upon, arising out of or

relating in any way directly or indirectly to this Guaranty shall be litigated exclusively in court located within Los

Angeles County, California, (ii) consent to the jurisdiction of any such court and consent to the service of process in any such action or proceeding by personal delivery, first class mail, or any other method permitted by law, and (ii)
waive any and all rights to trsfer or change the venue of any such action or proceeding to any cour located outside

Los Angeles County, California.

15. The undersigned acknowledge that the acceptance of this Guaranty by Lender does not constitute a commitment by Lender to extend credit to Debtor or to permit Debtor to incur Obligations. All sums due from the undersigned to Lender hereunder shall bea interest from the date due to the date paid at a rate equal to the highest rate charged with respect to the Obligations.
i 6. The undersigned, if more than one, shall be jointly and severally liable hereunder and the term
"undersigned" wherever used herein shall mean the undersigned or anyone or more of

more than one is named as such, shall mean all or anyone thereof. Anyone signing this Guarty shall be bound hereby, whether or not anyone else signs this Guarnty at any time. The term "Lender" includes any agent or representative of Lender acting for it. If any provision or portion of this Guarnty or any supplement or amendment

them. The term "Debtor", if

thereto is held to be illegal, invalid or unenforceable by a court or adjudicatory body of competent jurisdiction, said provision or porion shall be deemed to be severed and deleted and the remainder shall continue to be valid and enforceable. This Guaranty is the entire and only agreement and understanding between the undersigned and Lender with respect to the guarantee of the Obligations and the subject matter of this Guarnty, and all representations,
arangements, agreements, and undertakings, oral or written, previously or contemporaneously made, which are not
set fort herein, are superseded hereby. No course of dealing between the panies, no usage of the trade and no
parole or extnsic evidence of any nature shall be used or be relevant to supplement, explain or modifY any term or

provision of this Guaranty or any supplemeOl or amendment thereto. The undersigned acknowledge receipt of a copy of this Guaranty, and certifies that the undersigned have read all of said document, and fully understand and agree to the same, before having signed it.

17. MUTUAL WAIVER OF JURY TRIAL. LENDER AND THE UNDERSIGNED HEREBY WAIVE THE RIGHT TO TRIL BY JURY IN ANY AC