Free Declaration in Support - District Court of California - California

Case 5:07-cv-04808-JF

Document 46-6

Filed 07/03/2008

Page 1 of 44

EXHIBIT 2

Case 5:07-cv-04808-JF

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UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA

SAN JOSE DIVISION

-000BP WEST COAST PRODUCTS, LLC, )
a Delaware Limited Liability)

5

6

Company; and ATLANT I C )

7

Corporation, )
RICHFIELD COMPANY, a Delaware)

8

Plaintiffs,
vs.
STTN ENTERPRI SES, INC., a California Corporation;

) ) )

9

) No.5:07-CV
) 04 8 0 8 JF
)

10
11 12

)
)

NAZIM FAQUIRYAN, an
individual; SAYED FAQUIRYAN, an individual; and MAGHUL FAQUIRYAN, an individual; and AVA GLOBAL ENTERPRI SE, LLC, a California limited liability company,

)
) ) ) ) ) )

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14

15

Defendants.
AND RELATED CROSS-ACTIONS

)
)

16 17 18 19

F res nD , C a 1 i for n i a; A p r i 1 2 4, 2 0 0 8

The deposition of NAZIM S. FAQUIRYAN was taken in the above-entitled matter pursuant to the provisions of law pertaining to the taking and use of depos i tioDs, commencing at the hour of 10:00 a.m., at the law offices of Baker,

20
21

Manock & Jensen, 5260 North Palm Avenue, Fresno,
California, before Cynthia L. Lucas, C.S.R. No. 9973, a Certified Shorthand Reporter of the State of California, having offices located at Clovis, California.

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Document 46-6

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State of California,

ss.
2
3

County of Fresno

4 5
6
7 8

I, CYNTHIA L. LUCAS, a Certified Shorthand Reporter
of the State of California, do hereby certify

that the

witness in the foregoing deposition, was by me duly sworn
to testify to the truth, the whole truth and nothing but

the truth in the within-entitled cause; that said
deposition was taken at the time and place therein named;

9

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12 13

that the testimony of said witness was reported by me, a disinterested person, and thereafter transcribed into the
foregoing pages.

And I further certify that I am not of counselor

14

at torney for either or any of the part ies to said
deposition, nor in any way interested in the outcome of the
cause named in said caption.
In Witness Whereof,

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18

I have hereunto set my hand

at my office in Clovis, California.

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~~~ L. Lv. c-\.
CYNTHIA L. LUCAS, C.S.R. No. 9973

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1

Q.

Do you have a real estate business?

2 3
4
. 5

A.
Q.

No.
Do you specialize in either commercial or

residential?
A.

Residential.
Assumes facts not in evidence that

6
7 8 9

MR. MICHAEL:

he specializes,

because he said he does not have a

business.
He's already answered,
BY MS. JONES:
-Q.

so. . .

10
11

Other than the ORE, do you belong to any

12 13
14

other professional organizations or groups?
A.
Q.

No.
Have you ever filed for 9ankruptcy?

15

A.
Q.

No.
I'm just going to run through the documents

16
17 18

that we went through yesterday wi th your father.
I f you could please look at Exhibi t A.
page 15.
A.
Q.

Review

19

that document and let me know if that iS your signature on

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21 22

Yes,

it is.

Do you recall when you signed this document?

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24

A.
Q.

No.

Does the date 5-8,

2007 that's written next

25

to your signature refresh your recollection as to when you 10
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signed this document?
A.
Q.

2 3
4
- 5

No.
Did you read this document before you signed

it?
A.
Q.

No.
Have you ever read thi s document?

6 7
8

A.
Q.

Nope.
Did anyone ever instruct you to date

this

9

document May 8th, 2007?
A.
Q.

10
11

No.

Let i S turn to Exhibi t B.

Can you please

12 13
14

review that document and indicate whether that's your

signature.
A;
Q.
It is.

15

Do you recall when you signed this document?

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17

A. Q.

No.
Does the date next to your signature of

18

October 4,

2006 refresh your recollection as to when you

19

signed the document?
A.
Q.

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22

No.
Did anyone ever tell you to date the document

10-4-06?
A.
Q.

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24

No.
Did you ever -- did you read this document
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before you signed it?
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A.
Q.

No.
Have you ever read this document?

2
3
4
- 5

A.
Q.

No.

Let i S go to Exhibi t C.

I f you could review

that document and confirm for me on the fourth page whether
that's your signature.
A.
Q.

6 7
8

Yes.
And do you recall when you signed this

9

document?
A.
Q.

10 11 12

No.
Does the date June 20, 2006, which is the
does that refresh your

date near your signature,
A.
Q.

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14

recollection as to when you signed this document?

No.
Did anyone ever tell you to date the document

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that date?
A.
Q.

No.
Did you read this document before you signed

19

it?
A.
Q.

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21

No.
Have you ever read this document?

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24

A.
Q.

No.
Was this one of the documents that you

reviewed to prepare for your deposition today?
A.

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No.
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Q.

Did you review this document in preparation

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4

for tóday's deposition?
A.
Q.

No.
Let's move on to Exhibi t F, which is a loan

. 5

agreement for AM PM Mini Market.

And if you could review

6 7 8

this document and confirm for ~e on page 18, which is Bates
labeled BP 01552, whether that is your signature.
A.
Q.

Yes.
Do

9

you recall when thi s document was signed

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by you?
A.
Q.

No.
Did you read thi s document be fore you signed

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it?
A.
Q.

No.
And then if you could flip to the page that's
BP 01557, is that your signature?

15

16
17 18

Bates labeled
A.
Q.

Yes.
Do you recal 1 when you signed this document?

19

A.
Q.

No.
Did you read this document before you signed

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it?
A.
Q.

No.
Have you ever read this document?

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24

A.
Q.

No.
Did you read this document in preparation for 14
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today's deposition?

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4
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A.
Q.

No.

Okay.

Let's go to Exhibi t G.

On the third

page if you could review that and confirm that that's your

sign2ture.
A.
Q.

6
7
8

Yes.
And did you read this document before you

signed it?
A.
Q.

9

No.
Do you recall when you signed it?

10 11 12 13
14

A.
Q.

No.
Did you review this document in preparation

for today iS deposi tion?

A.
Q.

No.
Go to Exhibi t H.

15

If you could

rev i ew

that

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17 18

document and then confirm for me on page 14 that that's

your signature.
A.
Q.

Yes.
And do you recall when you signed this

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document?
A.
Q.

No.
Did you

review

this document before you

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signed it?
A.
Q.

No.
Have you ever reviewed this document?
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that agreement?
A.
Q.

2 3
4

No.
How about wi th your father, did you speak

wi th your father ei ther before or after signing this
agreement, Exhibit H,
A.
Q.

.5
6 7
8

concerning this agreement?

Yes.
Wha t did you speak about?

A.
Q.

He asked me to sign it.

9

And that was it?

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12

A.
Q.

That was it.
I'm qoinq to mark as Exhibi t -- we're up to

T, a document.

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14

If you could please take a look at that document,

and indicate whether or not that's your signature.
(Plaintiffs' Exhibit T was marked for

15

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identification. )
THE WITNESS:

Yes.

BY MS. JONES:
Q.

19

Prior to signing this document, did you

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review this document?
A.
Q.

No.
Have you ever reviewed this document?

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24

A.
Q.

No.
Did you ever speak with anyone at

BPeither
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-

before or after signing this document about this document?

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A.
Q.

No.

2
3
4
- 5

Did you ever speak to your father ei ther

before or after signing this document concerning this

documen t ?
A.
Q.

Yes.
And what was that conversation about?

6 7
8

A.
Q.

Told me I needed to get it notar i zed.
And anything else?

9

A.
Q.

No.

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11 12

And you got it notari zed?
Yes.
And why didn't you review this document

A.
Q.

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14

ei ther before or after signing it?
A.
Q.

I just signed it.

15

Okay.

Thi s next document is going to be

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17

marked Exhibi t U.

It's called the Uncondi tional Continuing

Guaranty.
(Plaintiffs' Exhibit U was marked for

18

19

identification. )
- BY MS. JONES:
Q.

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21 22

I f you could please review that document.

Did you sign this document on page 5 of that

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24

document?
A.
Q.

Yes.
Prior to signing the document, did you review 21
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it?
A.
Q.

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4

No.

E i the r be for e 0 r aft e r s i g n i n g t his doc ume nt,

did you speak to anyone at BP concerning this document?
A.
Q.

- 5

No.
Ei ther before or after signing this document,

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did you speak to your father about this document?
A.
Q.

Yes.
What did you speak about?
This had to be notarized.

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10 11
12

A.
Q.

Anything else about this document?

A.
Q.

No.
And why did you not review the document

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14

ei ther before or after signing it?
A.
Q.

15

I didn't review them.

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17 18
sorry, A,

Okay.

Concerning Exhibits A, B, C, D --

B, C, E,

F, G, T and U, did yo~ ever have

questions about these documents prior to signing them?
A.
Q.

19

No.
After signing these same documents, did you

20
21

ever have questions?
A.
Q.

22

No.
I'm going to show you a document tha t we've

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24

already marked as Exhibi t H.
And I'd like an agreement that we can just refer 22
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A.

He said that this was the sum that Arco was

2
3
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supposed to pay for the remodeling costs, or...
Q.

Anything el se?
No.
Before you signed -- before you signed this

A.
Q.

.5
6

Contract Dealer Gasoline -- never mind, strike that.
Exhibi t J, will you please take a look at Exhibi t

7
8

J.

Specifically on the page which has a Bates label of BP

9

01446.
Is that your signature -A.
Q.

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11 12

Yes.
-- on

those two locations?

13
14

A.
Q.

Yes.
Did you review this document before you

15

signed it?
A.
Q.

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17

No.
Did you review this document after you signed

18

it?
A.
Q.

19

No.
Did you speak to BP about this document

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ei ther before or after you signed it?
A.
.Q.

22

No.
Did you speak wi th your father about this

23
24

document be fore or a fter you signed it?

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-

A.

Yes.
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A.
Q.

No.
Prior to signing the store loan agreement,

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4
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did you ever speak to anyone at BP about what the terms of
the store loan would be?
A.
Q.

No.
Prior to signing the gas loan agreement, did

6 7 8

you ever speak to anyone at BP concerning wha t the terms 0 f
the gas loan would be?
A.
Q.

9

No.
After you signed ei ther of the franchise

10 11
12

agreements, the gas agreement or the AM PM agreement, did you speak to BP abDut the terms and conditions of the

13
14

f ranchi se?
A.
Q.

No.

15

After

you

signed the store loan agreement '
BP

16

did you ever speak to anyone at
condi tions

concerning the terms and

17
18

of
A.
Q.

that loan?
No.
~fter YQU signed -- after you signed the gas

19

20
21

loan agreement, did you speak to anyone at BP concerning
the terms of the gas loan?
A.
Q.

22

No.

23
24

Let i s look at Exhibit K, is that your
Yes.
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signature on page 5 of that agreement?
A.

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1

Q.

Did you review this document before you

2 3
4

signed it?
A.
Q.

No.
Have you ever reviewed this document?

.5
6
7
8

A.
Q.

No.
Did you ever speak to BP about this document

either before or after you signed this document?
A.
Q.

No.
Have you ever spoken to your father about.

9

10 11
12

this document either before or after this document?
A.
Q.

No.
Were you involved in speaking with

13
14

representatives of BP about either converting a gas station

to an Arco AM PM, or doing a ground up and constructing an

15

Arco or AM PM prior to the San Felipe property becoming an
Arco AM PM?

16
17
18

A.
Q.

Did I initiate,

is that --

Did you have any communications?

19

A.
Q.

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21 22

Directly? With BP; correct.
No.
Prior to signing the franchise agreements

A.
Q.

23
24

with BP, did you ever speak to Ken Wickerham?
A.
Q.

No.
How. many conversations have you had with

25

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Ken Wickerham?
A.
Q.

2 3
4
- 5

None.
You've never spoken to Ken Wickerham?

A.
Q.

No.
Have you ever spoken to Rima Chadha?

6 7 8

A.
Q.

No.
Have you ever spoken to Don Firenze?

A.
Q.

No..
Do you have any knowledge of how it came

9

10
11 12

about that you and your father and STTN ei ther approached,

or were approached by BP to open up an Arco station?
A.
Q.

Yes.
And what is that knowledge?
He was here yesterday and heard all

13
14

MR. MICHAEL: the testimony.
BY MS. JONES:
Q.

15

16
17 18

Other than what you've heard from the

testimony from your father, do you have independent

19

knowledge?
A.

20
21 22

I was present at a couple of meetings when

Ken and Rima were talking to my father.
Q.

How many meetings were you at with either Ken

23
24

or Rima present?
A.
Q.

Two or three.

25

Do you recall when those meetings took place? 29
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1

A.
Q.

No.
Other than the Gateway location -- let me

2 3
4
- 5

back that up.
Now,

your father indicated that you were 51

percent owner of STTN; is that correct?
A.
Q.

6 7
8

Currently?

Currently.
Yes.
And STTN owns the businesses located at the

A.
Q.

9

10
11

Gateway and the San Felipe locations;
A.
Q.

correct?

I don't know.

12
13
14
STTN?

You don't know what businesses are run out of

A.
Q.

No.
Do you know what properties are owned by

15 16
17
STTN?

A.
Q.

No.

18

Are you involved with Ava Global Enterprise,
I think I'm a member, but I don i t know.

19

LLC?

20
21 22

A.
Q.

Do you have any idea if you have any

ownership interest in Ava?
A.
Q.

23
24

I have no clue.

Do you recall ever signing any documents

25

concerning Ava Global?

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Do you believe that BP lied to you or STTN or
-

2 3
4
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your father concerning the station at the San Felipe

location?
A.
Q.

Yes.
And what were
To

those lies or lie?
was a document

6 7
8

A.

start out, there

at the

very beginning to where, if I'm not mistaken,

the lady IS

name was Rose, had us backdate the addendum for STTN to
make me 51 percent

9

owner.

10
11 12 13
14

And then there was the contract that we needed to
have in our possession for ten days,

so they dated that --

they postdated that contract.
And then throughout the whole process, they'd
give my father the run-around.
Q.

15

Anything else?

16
17 18

A.

Yeah, Brad Christensen told me that, "Hey, I
I want to deal wi th you."

want to help you.

And I called and left him two messages, and never
heard a call back from him,
Q.

19

so. . .

20 21 22

Anything else?
No.
Now,

A.
Q.

you said that at the beginning that

23
24

somebody named Rose had backdated an addendum for STTN to
make you 51 percent

owner.
58

25

Did you have an objection to becoming a 51

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A.
Q.

Yes.
What did he say?

2 3
4
- 5

A.

He said the contract needs to remain in our

possession for ten days for some reason of canceling or
something like that.

I do not remember the speci fics.

So

6
7 8

they need to postdate it to make sure we don't cancel the

contract.
Q.

Did you have a problem at that time that it

9

was postdated?
A.
Q.

10
11

Yes.
Did you
No.

raise that problem to anyone at

BP?

12 13
14

A.
Q.

Did you
No.

raise that problem to your father?
father have
a

A.
Q.

15

Did your

problem with the

16
17

document being postdated that you know of?
A.

No.

He said it needed to be done, so he had

18

to do it.
Q.

19

You said another reason why you believe that

20
21
22

BP lied to you and your company is that throughout the

process,

he got the run-around.

And can you describe to me what you mean by that.
A.

23
24

As far as my memory goes; it was either

February or March,

right when they were trying to- record,
62

25

to where they called my dad and told him there's a tax

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lien.
So my dad went to go clear the tax lien.

2 3
4
. 5

And

then my dad called them back and said the tax lien is

clear.
They said they don't have proof of it.
person told him to call another person.
other person.
So one

6 7
8

Then he'd call the

And then I remember,

I faxed -- not faxed,

I'm

9

sorry,

FedEx'd some documents over to the office in -It's in the Los Angeles

10
11 12

where is it?

area,

the AM PM

offices.
La Palma,

I believe it's close to Brea somewhBre.
I think.

And if I'm not mistaken,

I faxed it

13
14

over to --

MR. MICHAEL:
THE WITNESS:

FedEx'd or faxed?

15

FedEx'd,

I'm sorry,

FedEx i d it to

16
17 18

Cecile.
And it was -- she claimed that she didn't recei ve
them, but it was actually si tting on Paul Christensen's,

I

19

believe, desk.
I don't know how it got there, because it was
addres sed to her.

20
21 22

So there was -- I feel like there was a lack of

23
24

communication amongst Arco personnel that led to us getting
a run-around.

25

BY MS. JONES:

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Q.

Any other situations where you felt you got

2
3
4
- 5

the rún -around?

A.
Q.

Yes.

What was that?
I'd call Brad.

A.

Brad would tell me to call,

I

6 7 8 9

forget the guy's name, the guy that does -- that's in

charge 0 f ,
me wi th

like, the marketing and the ordering. He helped But I'd call the -- I forget his name right now.
-

him, and he'd say, no, you need to cal 1 Brad.

And lid call

10
11

Brad, and Brad would say, oh,
from Tom.

I have to get an approval
So it's

And we'd never hear back from Brad.

12
13
14

just..."
Q.

Any other situations where you felt like you

got the run-around?

15

A.
Q.

No, not that I can rememqer right now.
In terms of the FedExing documents to Cile,

16
17

and Paul Christensen getting them, how much longer after you sent those documents via FedEx did Cecile finally
receive those documents?
A.

18

19

20
21 22

i believe it was,

like,

four or

five days

afterward.
No, it wasn't after I FedEx'd it.
it was supposed to be there; so seven days,
FedEx 'd it, and then -Q.

It was after

23
24

because i

25

Did you FedEx it overnight?
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gasoline that were due?
A.
Q.

2
3
4
- 5

No.
Did you speak wi th anyone at BP concerning

p a ym en t s for gas 0 1 in eat the San Fe lip est a t ion?
A.
Q.

No.
At the time the San Felipe was an Arco AM PM,

6 7
8 9

was there a designated manager?
A.
Q.

Yes.
Who was that?

10
11 12

A.
Q.

Mina.
Was she there every day?

A.
Q.

Yes.
How many hours every day?
She wasn't there seven days a week.
How many days a wee k was she there?

13
14

A.
Q.

15

16
17 18

A.
Q.

Five.
And how many hours for each of those five

days on average?
A.
Q.

19

About seven to nine hóurs.

20
21

Is she still the manager of the station now

that it's a Valero?
A.
Q.

22 23
24

No.
Who is now?

- A.
Q.

My dad.
Now, at some point, the station fell behind
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1

in paying for gasoline;
A.
Q.

correct?

2 3
4
- 5

Yeah.
What is your knowledge concerning what
gasoline payments?
Obj ection, vague and ambiguous.

happened in terms of falling behind in

MR. MICHAEL:

6 7
8

Calls for a narrative.
BY MS. JONES:
Q.

He's not instructing you not to answer.

If
But

9

he instructs - you not to answer, then you don't answer.
A.

10
11 12 13
14

you can answer to the extent you understand the question.

Yeah, I'm just thinking right now.

Can you repeat your question.
Q.

Sure.

Explain to me what your knowledge is

concerning the fact that at some point in time when the

15

San Felipe station was running as an Arco and AM PM, you
fell behind in paying for gasoline.
MR. MICHAEL:
THE WITNESS:
Same obj ections.

16
17

18

So are you as king me from the

19

beg inning wha t - happened?
BY MS. JONES:
Q.

20
21

Anything you know about it.

22

A.

Okay.

As far as I remember is the general

23
24

contractor walked out, and we were forced to pay the

general contractor.
So the general contractor walked out when it was 75
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just operating as a gas station only, and we weren't making
enough money to pay the bills.

2 3
4
- 5

And my dad had some money, so he paid the general

contractor- off.

And then we fell behind wi th the gas

bills.

.I

6
7
8

And from that point, what I remember, and thi s is
from what I heard from my father talking to Tom and Brad,
about them wanting' to have my dad put some money in escrow.

9

And they put the 160,000 -- or we put the 160,000 that we
owe -- at that time it was $160,000 for the gas in escrow,

10
11

and they'll put the 400 remaining balance in escrow, so
it's a same time swi tch type of thing.
Q.

12 13
14

Do you recall what time frame it was that the

GC walked out?
A.

15

I don't remember, but it was right when the

16
17 18

mechanic's lien started coming on the property.
Q.

Do you recall when it was that your fath~r

had a conversation with Brad and Tom about the escrow

19

payment agreement?
A.

20
21 22

Yes, it was right when the store was -- the
They had numerous conversations

store opened as an AM PM.
with my father

regarding putting the money for the gas in

23
24

escrow.

And the balance dropped from 160 to 104 at that

time.

And putting the 104 in escrow, and they'll wire the

25

rest of the money that they owe us into escrow.

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1

A.
Q.

No.
Let's look at Exhibit O.
Is that your

2 3
4

signature on Exhibi t O?

A.
Q.

Yes.
Did you read this document before you signed

. 5

6
7
8

this document?
A.
Q.

No.
Have you since read this document?

9

A.
Q.

Yes.
When did you read this document?

10
11

A.
Q.

In reviewing for the disposi tion.
Oeposi tion?
Deposi tion.

12

13
14

A.
Q.

And do you have an understanding of how this

15

document came about?
A.
Q.

16
17
18

No.
Did you know. tha t you were agreeing to pay

$30,000 to BP monthly?
MR. - MICHAEL:

19

Mischaracterizes the document.

20
21

BY MS. JONES:
Q.

Did you know that you were agreeing to what's

22 23
24

in this document?
A.
Q.
NO.

So you didn't -- did you know that you were

25

agreeing to what i s in this document before you signed it?
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1

Q.

Do you recall when that time frame was?

2 3
4

A.
Q.

No.
Was it more than five days that that took

pl ace?
A.
Q.
I don't remembe r.

- 5

6
7 8

Did you ever speak to Brad Christensen or

anyone else at BP about not having all grades of gasoline
available for sale?
A.
Q.

9

No.
Did you ever speak wi th anyone at BP about

10
11 12 13
14

having all of the pumps shut down and having no gasoline
available for sale?
A.
Q.

No.
Do you know if your father did speak to

15

someone at BP concerning having all available grades of
gasoline available for sale?
A.
Q.

16
17

No.
Let's look at Exhibit P.

18

Have you ever seen

19

this document before?
A.
Q.

20
21 22

No.
Did you ever review any documents from BP

that were titléd default notices?
A.
Q.

23
24

No.
Did your dad

ever

talk to you about default
82

25

notices that were
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1

MR. MICHAEL:

Again, don't reveal any

2 3
4
- 5

conversations wi th your dad where Deborah Coe or myself

were present.
THE WITNESS:

Yes.

BY MS. JONES:
Q.

6
7 8

And what were those conversations?
He said we recei ved a note from BP saying

A.

that we didn't have all grades of gas.
Q.

9

Anything else?
No.

10

A.
Q.

l1
12

Did you respond?
No.
Was that the only time he talked to you about

A.
Q.

l3
14

receiving a defaul t?
A.
Q.

15

Yes.
That was just one time?
Just one time.

16
17 18

A.
Q.

Do you know whether or not since the

19

termination of the BP franchise, whether you or STTN has

20
21 22

made any payments to BP for gasoline that was unpaid for?
A.
Q.

No.

You don i t know, or. . .
I don't know.

23
24

A.
Q.

Do you know whether any amounts have been

25

paid to repay the loan from BP since the termination of the

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your signatures?
A.
Q.

2

Yes.

-3
4

Is that your
Yes.
You

pr int

as

we 1 1 ?

A.
Q.

. 5

have neat

handwri ting.

6 7
8

Let's look at Exhibit A real quick.

And turn to

Bates BP 02861, is that your signature?
A.
Q.

Yes.
Let's turn to Exhibit C, and let's go to
is that your signature?

9

10
11 12

Bates No. BP 02827,

A.
Q.

Yes.
Did you read this document before you signed

13
14

it?
A.
Q.

No.
Have you ever read this document?

15

16
17 18

A.
Q.

No.
Have you ever spoken to BP about this

document?
A.
Q.

19

No.
Have you ever spoken to your father about

20
21
22 -

this document?
A.
Q.

No.

23
24

Let i S go to Bates No. BP 02829 in Exhibit C.
Is that your
87

It's the last page of that exhibit.

25

signature?
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1

A.
Q.

Yes.

_.

2 3
4
- 5

Did you review that document before you
It's the page before.

signed it?
A.
Q.

No.
Have you ever read that document?

6 7
8

A.
Q.

No.
Did you speak to BP about this document at

any time?

9

A.
Q.

No.
Did you speak to your father about this

10
11 12 13
14

document at any time?
A.
Q.

No.

Let's go to' Exhibi t E.
Yes.

And let's go to Ba tes

labeled S 00020.

Are those your initials?

15

A.
Q.

16
17 18

And then let i s move on to Bates label 00022,

are those your initials?
A.
Q.

Yes.
Did you read those documents before you

19

20
21
22 -

signed them -A.
Q.

No.
-- or ini tialed them?

23
24

Did you talk to BP about these documents before
you ini tialed them?

25

A.

No.
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1

Q.
documénts?

Did you ever talk to BP about these

2
3
4

A.
Q.

No.
Did you speak to your father about

these

- 5

documents other than in conversation where your attorneys

6
7 8

were present?
A.
Q.

No.
I may have already asked you this, but just

9

to be safe,

let's go to Exhibit F, and 01557, is that your

10 11

signature?
A.
Q.

Yes.
And then let's go to Exhibit H to Bates label

l2
13
14

BP 01528, is that your signature?
A.

Yes.
You have gone through these

15

MR. MICHAEL:

16
17 18

already.
MS. JONES:
Q.

I just wanted to make sure.

Let's turn to Exhibi t M real quick.

19

Have. you ever seen this document before?
A.

20
21

No.
Let me jus t review my notes, and I

MS. JONES:

22

think we can wrap it up.
(RECESS TAKEN.)
BY MS. JONES:
Q.

23
24

25

Prior to signing any of the agreements wi th

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BP, this includes the Contract Dealer Agreement, the AM PM
mini market agreement, the gasol ine loan agreement and the

2 3
4
- 5

store loan agreement, did BP make any promises to you that
did not end up being true?
A.

I'm sorry,

you're asking the question

6
7 8

differently now.

Before I was a repres~ntative of STTN,

now -r' m not?
Q.

Is that -Let's start with you personally.

9

A.
Q.

No.
As a representative or part owner of STTN,

10
11 12

prioi to signing any of the agreements, the franchise

agreement or the loan agreement, did BP make any promises
to STTN that did not end up be ing true?

13
14

A.
Q.

Prior to signing,

I'm not aware of it.

15

After signing the agreement, didBP make any

16
17 18

promises to you personally that ended up not being true?
A.
Q.

To me personally, no.

Prior to signing the agreements, did BP make

19

any promises to STTN that ended up not being true?
MR. MICHAEL:
MS. JONES:
Q.

20
21

You said prior.

I'm sorry,

let me rephrase.

22

After signing the agreement, the franchise

23
24

and the loan agreement, did BP make any promises to STTN

tha t ended up not be ing true?
A.

25

Yes.
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Q.

And what were those?

2
3
4
. 5

A.
I mean,

This whole packet here.

This contract here.

everything that was said is not true from BP.

I

mean, whethèr you want to look at it as a whole, or hold
each person accountable for it, everything that was said
came out as a lie.
Q.

6 7 8 9

Every statement that every BP representative

made turned out to be a lie?
A.

Not every statement, but the whole process of
be completed

10
11 12

getting funded and documents that needed to

and how much they wanted to help during this process and
the dates that were supposed to be funded.

Obviously, I

13
14

mean, all of that is' a lie.
Q.

Anything else?
Not that

15

A.
Q.

I can remember right now.
..

16
17 18

You said that the process that needed to be

followed,

that their representations concerning that

process were a lie; is that what you're saying?
A.

19

The whole process is what I was referring to

20
21 22

when I said the process, the whole proces&.

They told us.

that we. needed to get the tax lien cleared so we can get
some money.

Well, we got the tax lien cleared and
We didn't get any money.

23
24

recorded.

They told us then we need to clear mechanic's

25

liens, which was caused by Arco.
.

And we didn't get any
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money.

So that iS -- I mean -Q.

2
3
4
- 5

Anything else that they told you that you

needed to do, and then you did them and whatever they
promised to do didn't come trUe other than the tax liens
qettinq cleared and the mechanic i s liens being cleared?

6 7
8

MR. MICHAEL:
THE WITNESS:

Vague and ambiguous.

The process of the assurance that

my dad got from them as far as, you know, go ahead and
start the process and we ill -- we're behind you.

9

We're

10
11 12

going to back you up.
BY MS. JONES:
Q.

In terms of another thing you identified in

13
14

terms of promises that didn't end up being true, you said
something about documents to be completed.
Wha t di d you mean by that?

15

16
17

A.

I referred to it in a prior statement as far

as the tax liens, getting those removed to get money. getting the mechanic's liens removed to get money.

And

18

And

19

sign so and so. document, and we i II get you your money.

20
21 22

Q.

Now, each time that a BP representative would

tell you that there was certain information that needed to
be provided or 'cleared, did you believe that all you needed

23
24

to do was provide that one item of ihformation and then you
would get the money?
So, for example, let's make this a little

25

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simpler.

So did you believe that when you provided the

2 3
4
. 5

proof that the tax lien was cleared, that you would
automatically get the money?
A.

Once they recorded it, they said they were
I did believe.

going to give some money, so, yes,
Q.

6 7 8 9

Do you have an understanding of why they did

not give the money after the tax lien cleared?
A.
Q.

-.
No. No.

Did you know if there were any other

10 11 12

outstanding information that was due or documents that
needed to be provided after?
A.
Q.

13
14

Okay.

Did you have an understanding that

once the mechanic's liens would be cleared, that the money
would be provided?
A.
Q.

15

/

16
17 18

Yes.
Did you know if there was a4ything else

00tstanding in terms of other information that still needed
to be provided?
A.
Q.

19

20
21 22 23
24

No.

Okay.

In terms of the dates to be funded,

you indicated that that was a promise that ended up not

being true.
Did they provide ,specific dates that there would

25

be money that would be funded?

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1

A.
exampíe,

They told us -- they said alter -- li ke, for

2 3
4
- 5

the tax lien was removed and they recorded it,

they said they would £und us some money within a week.
They would give us week ranges rather than specific dates.
Q.

And the money didn't come wi thin that week?

6
7 8

A.
Q.

No.
Was there any explanation provided as to why

that money did not come

wi thin the week of providing the

9

proof that the tax lien cleared?
A.
Q.

10
11 12

Not that I'm personally aware of.

Your mother is Maghul Faquiryan; correct?

A.
Q.

Correct.
Did she ever work at the station at

13
14

San Felipe?
A.
Q.

15

No.
Did she ever have to your knowledge any

16
17 18

conversations wi th anyone at BP concerning the San Felipe

station?
A.
Q.

19

No.
Were you present at any conversations between

20
21 22 23
24

your father and your mother concerning the San Felipe
station and the BP franchise?
A.
Q.

No.
Did you ever contact anyone at BP to inquire
94

25

about when loan moneys would be paid out?

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1 2

A.
Q.

No.
Did you ever contact BP to complain about the

3
4
- 5

fact that the payout of the loan moneys is taking too long?
A.
Q.

-No.

Did you ever contact BP ever just to complain

6 7
8

about anything concerning the franchise at the San Felipe

station?
MR. MICHAEL:
BY MS: JONES:
Q.

Other than the computer?

9

10
11 12

Other than the computer issue wi th Brad.
No.
Do you know if your siblings ever made calls,

A.
Q.

13
14

to BP concerning when, and whether the loan fund would be
paid out?
A.
Not tha t I'm aware of.

15

16
17 18

MS. JONES:

I think that's it.
We i re done.
I would propose the same stipulation.

MR. MICHAEL:
MS. JONES:

19

MR. MICHAEL:

You can just duplicate it over from

20
21 22

the previous transcript.
MS. JONES:

We've stipulated to get an expedited

transcript, but that Mr. Faquiryan will have 30 days upon his counselor's receipt of the transcript to review, make

23
24

any necessary changes and sign the transcript under penalty

25

of perj ury. without the necessity of appearing before a
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EXHIBIT
T

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BP West Coast Products LLC ~~

Guarantee Agreement
Individual
Facilty:. 82461

--

The undersigned Nazim Faouirvan and (spouse, if marred), intending to be
legally bound hereby and in consideration of BP West Coast Products LLC, organized in Delaware (hereinafter

called "BPWCP") advancing credit to STTN Enterprises. Inc. (hereinafter called "Debtot'), and also in
consideration pf BPWCP, at its sole discretion, (a) agreeing to any additional credit at 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 contract or obligation arising fram any lease or loan, or (c) to extend credit in any other manner to, or at the request or for the account of Debtor, either with or without security (all such.

liability and obligation of Debtor to BPWCP now or hereafter existing being hereinafter referred to as
"Obligations"), do hereby jointly and severally guarantee and agree to pay to- BPWCP, upon demand, all of the 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 collecting all or any of the Obligations and/or enforcing any rights hereunder; it being furter understood 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 exhaust any security held from Debtor; or (c) pursue any other remedy in BPWCP's power whatsoever. The undersigned waive any defense based on or arising out of any defense of Debtor other than payment in full of the indebtedness, including without limitation any defense based on or arising out of the disability of Debtor, or the

unenforceabilty of the indebtedness or any part thereof from any cause, or the cessation from any cause of the
liability of Debtor other than payment in full of the indebtedness. BPWCP may, at its election, foreclose on any security held by BPWCP by one or more judicial or nonjudicial sales whether or not every aspect of any such sale

is commercially reasonable, or exercise any other right or remedy BPWCP may have against Debtor, or any

security, without affecting or impairing in any way the liabilty of the. undersigned except to the extent the
- even though such election operates to impair or extinguish any

indebtedness has been paid. The undersigned waive any defense arising out of any such election by BRWCP, right of reimbursement or subrogation or otlier right
or remedy of the undersigned against Debtor or any security. Unti all indebtedness of Debtor to'-BRV'CPshall
have been paid in full, even though such indebtedness' is in excess of the undersigned's liabilty

'hereunder, .the :-.-

"," r;'

undersigned shall have no right of subrogaüon and waive any right to enforce any remedy which BPWCPnow has.' - or may hereafter have against Debtor, and waive any benefit of, or any right to participate in any securiy=nuw or'

hereafter held by BPWCP. ' ," at .this_~_daYOf~ .20~.
~to~aqUiryan

If this Guaranty is executed by two or more parties, they shall be severally liable hereunder, and' the word'
"undersigned" wherever used herein shall be construed to refer to each of such parties separated; all in the same

manner and with the same effect as if each of them had signed separate instruments; and in any such case this
Guaranty shall not be revoked or impaired as to anyone or more of such partes by the death of any of the others or by the revocation or release of any liabilties hereunder of anyone or more of such other partes.
Executed

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

\~~ .
Guarantor - Spouse

l;;i~~:......~
Witness
Residence of Guarantor (street, city, state, zip code)
l"'~'-t4.'~r"8 *:r

BP 02878

. Subscribed and swom to before me this

.2¿;/-Æ.dayof( lA-J~
'Required in all states

,200~
.M1NA FAQUAN

ublic

299

------------ .'
/

Sata Clara Counly f MyCo ExJJ 13. 2X

Notay Publc - CcUfom/

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EXHIBIT U

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UNCONDITIONAL CONTINilNG GUARA~TY
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 contiue a loan agreement (collectively, the "Loan Agreement'), as amended from tie to tie, with

STT ENTRPRISE, INC., a California corporation limted parership ("Debtor"), and fQr other good and
valuable consideration, the receipt and suffciency of which is hereby acknowledged, the undersigned hereby agrees as follows: 1. The undersigned, Nazim S,M. Faquiran (collectively, "Guarantot') hereby IIevocably, fully and unconditionally guaranties to Lender the prompt performance and payment when due, whether by acceleration or otherise, of all of the folIowing (col1ectively, the "Obligations"): All loans, advances, indebtedness, liabilties,
debit balances, letter of credit or purchase guaranty reimbursement obligations, covenants, duties and alI other
obligations of whatever kind or natue at any time or from tie to tie owing by Debtor to Lender, or to any of

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

damage, liabilty, cost or expense (including all costs, attorneys' fees, accounting fees and investigation fees)
incUIed in connection with any action, nonperformance or breach by Debtor of said Loan Agreement, or any breach
of or failure to perfonn any representation, promise, agreement or waranty of Debtor or any wrongful acts, conduct
or omission or frud of

Debtor. Notwithstanding anything herein to the contrary, the maximum liabilty of the

undersigned under this Guaranty is limited to the principal amount of FOUR HU~1)RED AND SEVENTY FIVE THOUSAND Dollars (5475,000.00), 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 raIse or Debtor was grossly negligent in providing such information to Lender, then, the
liabilty of the undersigned for such Obligations shall be unlimited. In connection with the foregoing, the

undersigned shall not be liable for any punitive damages unless the undersigned individually or with others

caused such false information to be provided to Lender. .
2. The undersigned waives notice of acceptance of this Guaranty and notice of any liability to which it may apply, and waives diligence, presentment, demand for payment, protest, notice of protest, non-perfonnance, dishonor or nonpayment of any such liabilties and/or the Obligations, notices of the existence, creation, inculTing of
new or additional indebtedness, suit or taking other action by Lender against, and any other notice to, any part

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

law. The undersigned fuher waives: i) any right to require Lender to institute suit against, or to exhaust its rights
and remedies againt, Dentor or any other person, or to proceed against any propert of any kid securg any of the

Obligatons, or to exercise any right of offset or other right with respect to reserves held by Lender; ii) any defense arsing by reason of any failure of Lender to obtain, perfect, maintain or keep in force any security ÍDterest in any
propert of Debtor or any other person; jji) 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 failure of Lender to

comply with any provision of applicable law in enforcing any securty interest in any collateral securing any of the Obligations, including without limitation any failure by Lender to dispose of any collateral in 'a commercialy reasonable maner; iv) the benefit of all statutes of limitations with respect to any action based upon, arising out of or relating to this Guarty; v) any rights under the doctrine of marshalling of assets or any other similar doctres.
Without limitig the generality of any of the foregoing or any other provision of this Guaranty, 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 comparble provisions of

the laws

of any other jurisdiction, or any other sttutes or rues of taw now or hereafter in effeci, or otherwse and/or any
similar law of Californa or of any other jurisdiction. There are no conditions precedent or other conditions of any

kid to the effectiveness ofthis Guaranty, and ths Guarty is imediately effective.
3. Lender may at any time from time to time (whether or not after revocation or tennation of this Guaranty) without the consent of, or notice to, the undersigned, without incurng responsibilitY to the undersigned, without impaig or releasing the obligations of the undersigned hereunder, upon or without any terms or conditions

.~ .
82461 guaranty Nazim Faquiryan1

.;:.:

EXl-lBlT . ..~ .
BP 01560

.¡;.

301

t. .. .\... ..2~ fiN. FE0Ç~ii::
..~............

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and

in whole or in part: (i) change the maner, place or terms or payment, or change or extend the time of

payment

of, renew, alter or release Debtor or any other guarantor from any of the Obligations, any securty therefor, or any

liabilty incured directly or indirectly in respect thereof, and ths Guarty shall apply to the Obligations as so
changed, extended, renewed or altered; (Ii) selL, exchange, release, surender, 'realize upon or otherwise deal with in any maaer and in any order any propert by whomsoever at 'any time pledged or mortaged to secure, or howsoever securing, the Obligations hereby guaranteed or any liabilties (including any of those hereunder) incured directly or indirectly in respect thereof or hereof, or offset there against; (üi) exercise or refrain from exercising or release any rights against Debtor or others (including the undersigned) or otherwise act or refrin fiom acting; (iv) settle or compromise any of the Obligations hereby guaranteed, any security therefor or any liability (including any

of those hereunder) incurred directly or indirectly in respect of said Ob¡¡~attons and/or security therefor or ths
Guarnty, and subordinate the payment of all or any par thereof to the payment of any liabilty (whether due or not) to creditors of Debtor other than Lender and the undersigned; and (v) apply any sums by whomsoever paid or howsoever realized to any of the Obligations regardless of what Obligations or other liabilties of Debtor remain

unpaid.

4. No invalidity, iregularity or unenforceability of all or any par of the Obligations hereby
guaranteed 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 Guaraty and its
enforceabilty. The Jiability of the undersigned hereunder is primary and unconditional and not merely that of a

surety and shall not be subject to any offset, defense or counterclaim of Debtor. This Guaraty 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 Debror shall be admissible in evidence in any action or proceeding, jncluding 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 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, this Guarnty shaH contiue until ninety (90) days after written notice of revocation signed by such undersigned has been actually received by Lender, notwthstanding a revocation by, or the death of, or complete .or partal release for any cause, of anyone or more ofthe remaider of the undersigned, other guarantors or of Debtor, or of anyone liable in any manner for the Obligations hereby guaranteed, or for the liabilities (including those

herein) incurred directly or indirectly in respect thereof or hereof, and notwithstanding the dissolution, termination or increase, decrease or change in personnel of anyone or more of the undersigned or other guarantors which may
be parterships or corporations.

5. No revocation or termination hereof shall affect in any manner any of the rights arising under this
Guaranty with respect to (i) Obligations which shall have been created, contracted, assumed or incurred prior to or within ninety (90) days after actUal receipt by Lender of wrtten notice of such revocation or termination and all extensions, renewals and modifications of said Obligations, or (ii) Obligations which shall have been created,
contracted, assumed or incurred more than ninety (90) days afer receipt of such wrtten notice pursuant to any

contrct entered into by Lender prior to expiration of said ninety (90) day period.
6. Upon the happening of any of the following events: the failure to pay, fulfill or perform any of

the

Obligations when due, or any breach or failure to perform by Debtor or any of the undersigned of any

representation, promise, agreement or waranty to Lender, or any revocation, breach or termination by any of the
undersigned of this Guaranty, 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 wrt of attachment against any of the propert of

D.ebtor or any of the undersigned, or the making by Debtor or any of the undersigned or any assignent 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 Deptor or any of the undersigned under any banptcy, reorganization, arangement of debt, insolvency, readjustment of debt, receivership, liquidation or
dissolution 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 ofthe 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. An 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

82461 guaranty Nazim Faquiryan1

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2

302

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any of its afliates may be held by or on behalf of Lender as security for any and all obligations of the undersigned

hereunder notwithstandig that any of said money or propert may have been deposited, pledged or delivered by the undersigned for any other, different or specific purose. Axy and all present and future indebtedness and obligations of Debtor to the undersigned, and any and all claims of any natue which the undersigned may now or hereafter have against Debtor are hereby subordinated to the full payment to Lendér 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
undersigned under the other provisions of

Lender on account of the Obligations but without reducing or affectig in any maner the liability of the this Guarty.
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 an other
costs and expenses incurrd by Lender in enforcing ths 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 ofthe 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 nonperfonDance of this Guaraty or any supplement or amendment thereto or to enforce any rights under, or to obtain any deciaratory or equitable or other relief as to the term or provisions of, this Guarnty or any supplement or amendment thereto, the prevailng 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 par.
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 part of said amount by
reason of (i) any judgment, decree or order of any Cour 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 cla.imant (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 releae

hereof or the cancellation of any note or other instment 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 survive, and continue in effect, notwithstanding any revocation or release hereof
9. No delay on the part 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 Guaranty shaU be deemed to be made by Lender unless the same shaU be in wrting, duly signed on behalf of, and as actually authorized by, Lender, and each such waiver, if any, shall apply only with respect to the specific instance, matter or transaction 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 transaction at any other time. The undersigned hereby expressly and unconditionally waives all rights of subrogation, reimbursement and indemnty of every kid against Debtor, and all rights of recourse to any assets or propert of Debtor, and all rights to any collateral or security held for the payment and performance of any Obligations, including (but not limited to) any, of the foregoing rights which the undersigned may have under any present or future document or agreement with any Debtor or other person, and including (but not limited to) any of the foregoing rights which the undersigned may have under any equitable doctre of subrogation, implied contrct, or unjust enrichment, or any other equitable or legal doctrne.
10. The undersigned consent and agree that, without notice to or by the undersigned and without the undersigned hereunder, Lender may, from time to
this Guarty, exercise any right or remedy it may have with respect to any or aU

affecting or impairing in any way the obligations or liability of time, before or after revocation of

of the Obligations or any propert securing any or aU of the Obligations or any guaranty thereof, includig without limitation judicial foreclosure, nonjudicial foreclosure, exercise of a power of sale, and takg a deed, assignment or tranfer 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, notwithstanding 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 contribution or other right against any other guartor of any or ail of the

Obligations or against any other person, whether by operation of Sections 580a, 580d or 726 of the California Code

82461guaranty Nazim Faquiryan1

3

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303

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of Civil Procedure, or any comparable provisions of the laws of any other jurisdiction, or any other statutes or rues
of law now or hereafter in effect, or otherwise. Without limitig the generality of the foregoing, the undersigned

by real propert. This means, among other things: (i) Lender may collect fiom the undersigned without fist foreclosing on any real or
waive all rights and defenses that the undersigned may have because the Obligation is secured

personal propert collateral pledged by Debtor; and (ii) If Lender förecloses 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 from the undersigned even if Lender, by foreclosing on the real propert collateral, has destroyed any right the undersigned may have to coHect from Debtor. This is an unconditional and irevocable waaver 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 S80a, 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: (í) 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
coHateral pledged by the other guarantor, (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 from the undersigned even if Lender, by foreclosing on the real propert conateral, has
destroyed any right the undersigned may have to obtain contribution ITom the other guarantor. 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 SaOa, 580b, 580d, or 726 of the California Code of

Civil Procedure. '

I I, The undersigned is presently informed of the status and financial condition of Debtor and of all

other circumstances which a diligent inquir would reveal and. which bear upon the risk of nonpayment of the

now or hereafter acquire concerning such status, condition or circumstances. '

Obligations. The undersigned hereby covenants that they win continue to keep themselves informed of Debtots status and financial condition and of all other cirumstances 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

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, incurred or suffered by the undersigned or any other part 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
any of

Lendets directors, offcers, employees, agents, accountants or attorneys, based upon, arising from, or relating to this Guaranty, 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 relatig hereto or thereto, or any other
matter, cause or thing whatsoever, wh.ether or not relating hereto or thereto, occurred, done, omitted or suffered to be
done by Lender, or by Lender's directors, offcers, employees, agents, accountats or attorneys, whether sounding in

contrct or in tort or otherwise, shall be bared unless asserted by the undersigned by tÍe commencement of an action or proceeding in a cour of competent jursdictioii within Los Angeles County, CaJifornia by the fing of a
complaint within one (1) year afer the fist act, occurrence or omission upon which such claim or cause of

action, 'or

any part 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 thirt (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

upon any such claim or cause of action. The one (1) year period .provided herein shal1 not be waived, tolled, or

extended except by a specific written agreement of Lender. This provision shall survive any termination of ths Guarnty 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 shaH be governed and constred in accordance with the laws of the State of California; and ths Guaranty is binding upon the undersigned, his, her, their or its executors, administrators,
trtees, receivers, parents, holding companies, affliates, successors and assigns, and shaH inure to the benefit of

82461 guaranty Nazim Faquiryan 1

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BP 01563

304

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Lender, its

the consideration to the Lender for acceptig this Guarnty, successors and assigns. A3 a material par of the undersigned (i) agree that, at the option of Lender, aU actions and proceedings based upon, arising out of or
relating in any way directly or indirectly to this Guarty shall be litigated exclusively in cour located within Los
Angeles County, California, (ìí) consent to the jurisdiction of any such court and consent to the service of process in any such action or proceeding by personal delivery, fist class mail, 'or any other method permitted by law, and (üi)
waive any and all rights to trsfer or change the venue of any such action or proceeding to any court located outside

Los Angeles County, California. '
15. The undersigned acknowledge that the acceptace of

thi Guaranty by Lender does not constitute a

commitment by Lender to extend credit to Debtor or to permit Debtor to inêur 015ligations. All sums due ITom the undersigned to Lender hereunder shall bear inter