Free Declaration in Support - District Court of California - California

Case 5:07-cv-04808-JF

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EXHIBIT K

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RF:CORDING REQUESTED BY FIRST Ârv1ERICAN TITLE

20Ø7-ØØ03267 I
Official RecDrds I .
. County of I San Benito I

111 Uilli l 1111 Jill l III III 1III111

, Wo8.- fJ1..() 0?q
Recording Requested and When Recorded Return To:
BP West Coast Products LLC 4 Centerpointe Dr., LPR 4-243 La Palma, CA 90623-1066 Ann. Daniel J. Rolf Facility: 82461-SCDB65975 631 San Felipe Road

RecDrded I IiC FE 70.00

JOE PA 60IU I Clerk-R~corder i
I

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Space Above For Rccordets Use Only

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CONSENT TO ENCUMBRANCE OF TENANT'S INTEREST

THIS CONSENT TO ENCU!vffRACE OF TENANT'S INTEREST ("Consent"), dated as of h10 re ).,
2007, is made by A V A Global Enterprise, LLC., a Californa limted liability company ("Landlord") in favor of BP

WEST COAST PRODUCTS LLC, a Delaware limited liability company ("Lender").
Recitals
tel', County of San Holls A. Landlord is the owner of that certain real propert located in the City of Benito, State of California, more particularly described in Exhibit" A" attached hereto (the "Real Property").

B. Landlord and STTN Enterprise, Inc., a Californa corporation ("Tenant") previously entered into a
ground lease dated January 2005 with respect to the Real Propert ("Lease"). A "Memorandum of

Lease" shaH be

recorded in the San Benito County Offcial Records.

C. Tenant intends to constrct a gasoline station and convenience srort: on the Rea; Property or make
certain alterations to an existing gasolie station and convenience store. In connection therewith, Tenant wil be

entering into certain agreements with Lender to sel1 ARCO-braded gasoHne at the gasoline station and operate the
convenience store as an am/pm mini market franchise. The Real Property as improved with any existing or fiitUre

improvements thereon shalJ be referred to herein as the "Property."
up to Four D. Tenant has requested that Lender make a loan (the "Loan") to Tenant in the amount of Hundred and No/IOO Dollars ($400,000.00) in connection with such construction or renovation. The Loan shall be

Rents, Security Agreement and Fixture Filing dated as of secured by that certin Deed of Trust with Assignment of even date herewith ("Leasehold Mortgage"), which Leasehold Mortgage shall encumber Tenant's leasehold estate in the Propert. The Leasehold Mortgage also encumbers Tenant's personal propert, including, but not limted to, all

merchandise, equipment, fixtues, fushigs, furntue, machiery, inventory, tools and other propert of Tenant
located at or used in connection with Tenant's operations upon the Propert, together with aU additions, substitutions, replacements and improvements to the same, whether now owned or hereafter acquired and the proceeds and products thereof (collectively, the "Personal Propert").
E. Tenant has requested that Landlord execute and deliver this Consent to Lender as a condition to

the Loan. Landlord aclaowledges that Lender would not make the Loan to Tenant in the absence of this Agreement.
Aineement
NOW, THEREFORE, Landlord agrees as follows:
1. Consent to Leasehold Mortgage. Landlord hereby consents to the recording of the Memorandum

of Lease and to the encumbrance of Tenant's interest in the Lease and the Propert by means of the recordig of the
Fee Mortgage.

THis document signed in Counterpart
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r)
2. Representations and Warranties of Landlord. Landlord hereby represents and warrants to Lender

that: (a) Landlord is the owner of the Real Property, (b) there are no l'10rtgages and deeds of trt encumberig Landlord's interest in the Real Property except as otherwise disclosed on Exhibit B. (c) the Lease is unodifed (except as shown on Exhbit C) and in full force and effect, and (d) to the best knowledge of Landlord, neither
Tenant nor Landlord is ll default under any of

the term, covenants or conditions contained in the Lease nor has any

event occurred which would, with the passage of tie, or the giving of notice, or both constitute a default under any
of

the term, covenants or conditions contained in the Lease. .

3. Amendments. Unless Lender otherwise consents in Wlitin,g. such consent not to be uneasonably witheld or delayed, (a) the Lease shall not be amended or otherwise modified, and (b) except as otherwse provided
in Section 5 below, the Lease shall not be cancelled, termated or surrendered prior to the expiration of the term
thereo f.
4. Lender's Right to Receive Notices. Landlord shall use its best efforts to ma or deliver to Lender

(at the address set forth in Section 13 below) a duplicate copy of any and all notices (individually, a "Default Notice")which Landlord may from tie to time give to or serve upon Tenant puruant to the provisions of the Lease, and such copy should be mailed or delivered to Lender simultaneously with the mailing or delivery of the same to Tenant.

Tenant shaH default under the Lease or reject 5. Conditions on Termination after Tenant's Default. If the Lease in a proceeding under 11 U.S.C. or if a.ny other event shall occur that would peiit Landlord to temmate
the Lease (or accept a surrender or temúation of the Lease by Tenant) or exercise any other rights or remedies

under the Lease (any such default, rejection, or other event being refelTed to herein as a "Tenant Default") and

Tenant sha!l fail to cure such Tenant Default withi any applicable grace period provided in the Lease, Landlord agrees that Landlord shall not terminate or accept a si..ender of the Lease or otherwise enforce any of its rights or remedies under the Lease as a result of such Tenant Default uness (a) Lender sha!l have received wrtten notice of such Tenant Default, and (b) Lender shall have failed to remedy such default or acquire Tenant's leasehold estate or commence foreclosure or other appropriate proceedings in the nature thereof, all as set fort in, and withi the time

specified by, Section 7 below. .
6. Lender's Right to Pedorm on Behalf of Tenant. Lender shall have the right, but not the

obligation, at any time prior to termnation of ¡he Lease and without payment of any penalty, to pay all of the rents
due under the Lease, to effect any insurance, to pay any taxes and assessments, to make any repairs and
observance of

improvements, and to do any act or thing which may be necessary and proper to be done in the performance and Tenants obligations under the Lease to prevent tennnation of the Lease. All payments so made and
by Lender.

all things so done and peiformed by Lender shall be as effective to prevent a terration of the Lease as the same

i

would have been if made, done, and pedormed by Tenant instead of

7. Lender's Right to Cure Tenant's Defaults. If any Tenant Default occur, and if the Tenant Default

is such that possession of the Propert may be reasonably necessary to remedy the Tenant Default" Lender shall

have until the tenth (10th) day after expiration of the applicable cure period specified in the Lease or in any Default Notice (whichever is longer) with which to remedy such Tenant Default, provided that (a) Lender shall have fully cured any default in the payment of any monetary obligations of Tenant under the Lease with such ten (10) day period and shall continue to pay currently such monetary obligations as and when the same are due and (b) Lender
shall have acquired tenant's leasehold estate created by the Lease or commenced foreclosure or other appropriate

proceedings in the nature thereof withi such period, or prior thereto, and is diligently prosecuting any such
proceedings. All righr of Landlord to termnate the Lease as the result of the occurence of any such Tenant Default shall be subject to, and conditioned upon, Landlord fIrst giving Lender a written notice of any such Tenant Default and Lender failing to remedy such default or acquire Tenant's leasehold estate created by the Lease or commence

forcclosure or other appropriate proceeåigs in the nature thereof as set forth in and the with times specifed by
this Section 7.
8. Tenant Defaults Which Cannot Be Remedied. Any Tenant Default under the Lease which in the

rlature thereof carrot be rcmedied by Lender shall be deemed to be remedied if (a) within ten (10) days after
expiration of the applicable cure period specified in the Lease or in any notice of Tenant Default (whichever is

longer), or prior thereto, Lender shall have acquired Tenant's leasehold estate created hereby or shall have

2
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commenced and is diligently prosecutig foreclosure or other appropriate proceedings in the nattre thereof; (b) Lender shall have fully cured any default in the payment of any monetary obligations of Tenant under the Lease
which do not require possession of the Propert; and shall continue to pay currently such monetary obligations as

and when the same are due and (c) after gaining possession of the Property, Lender perform al1 other obligations of
Tenant under the Lease as and when the same are due. .
9. Tolling of Foreclosure Time Periods. If Lender is prohibited by any process or injunction issued by any cour or by reason of any action by any cour having jursdiction of any bankptcy or insolvency proceeding involving Tenant from commencing or prosecutig foreclosure or other appropriate proceedings in the natue

thereof, the time periods specified in Sections 7 and 8 above for cornenë1ng or prosecutig such foreclosure or

other appropriate proceedings shall be extended for the period of such prohibition. However, Lender must have fully curd any default in the payment of any monetary obligations of Tenant under the Lease and shall continue to pay currently such monetary obligations as and when the same fall due.
10. Nondisturbance of Lender's Possession: Lender's Liabilirv and Rights. Foreclosure of a

Leasehold Mortgage, or any sale thereunder, whether by judicial proceedings or by vire of any power contained in the Leasehold Mortgage, or any conveyance of the leasehold estate created by the Lease from Tenant to Lender though, or in lieu of, foreclosure or other appropriate proceedigs in the nature thereof, shall not requie the consent of Landlord or constitute a breach of any provision of or a default under the Lease. Upon such foreclosure, sale, or conveyance, Landlord shall recognze Lender, or any other foreclosure sale purchaser, as tenant under the Lease. If Lender becomes the tenant under the Lease, (a) Lender shall have the same rights as Tenant with respect to any unexercised extension options, rights of first refual, rights of fist offer or purchase options contained in the Lease.; (b) Lender shall be personal1y liable for the obligarions of Tenant under the Lease only for the period of time that Lender remains tenant thereunder; and (c) Lender shall have the right to assign the Lease to a nomiee or assignee
of Lender, subject to Landlord's approval, which shall not be ttrueasomibly withheld or delayed, without Lender

assuming the obligations of Tenant under the Lease. If Lender subsequently assigns or transfers its interest under the Lease after acquiring the same by foreclosure or deed in lieu of foreclosure, and in connection with any such assignment or tranfer Lender takes back a mortgage or deed of trt encumbering such leasehold interest to secure a
portion of the purchase price given to Lender for such assignent or transtèr, then such mortgage or deed of crt '

shall be considered a Leasehold Mortgage as contemplated under ths Section 10 and any other provisions of this Consent intended for the benefit of Lender.
(a)

Lender

11. Rights in PersonaJ ProperlY. Landlord acknowledges and agrees that all Personal Property of

Tenant, whether or not affxed to the Property, and notwithstanding any Lease provisions to the contrary, shall
remain personal property and shall not be subject to any lien, claim 01' other interest of

Landlord. Landlord consents

to the installation of the Personal Property on the Propert, agrees that Lender may do to and with the Personal Propert any or all of the acts below enumerated, and grants Lender a right, as set forth below, to enter into
possession of the Propert to do any or all of the followig (the "Permtted Actions") with respect to the Personal

Property: assemble, have appraised, clsplay, sever, remove, maintain, prepare for sale or lease, advertse, inspect, repair, lease, transfer, and/or sell (at public auction or private sale). Lender shall have the right to enter into and to
occupy the Propert, for the purposes described above, for an actual occupancy period of up to one hundred twenty

days (at Lender's discretion), provided Lender has cured any monetary defaults under the Lease as provided above in Sections 7(a) and 8(b), followig the later of: (a) Landlord placing Lender in possession of the Propert; and (b) abandonment or surender of the Propert by Tenant, whether voluntary or involuntary. Landlord shall be reimbursed for, or Lender shall cause to be repaired, at its expense, all physical damage to the Propert caused by
the removal of the Personal Propert. Landlord acknowledges that at any time prior to Landlord placing Lender in possession of the Propert, or abandonment of or surender of the Properry by Tenant, Lender may take any or all of
the Permtted Actions subject only to Lender's agreements with Tenant.

12. Notices. Any notice required or permtted to be given to any part under ths Agreement shall be

in writing and shall be given by (i) facsimile transmission, (ii) certfied mail return receipt requested, or (iii) hand delivery, addressed as follows:

3

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(a)

If to Landlord:
A V A Global Enterprise, LLc, 631 San Felipe Rd.
Hollster, Californa 95023

i
.'

Attention: Nazim M.N. Faquiran
Toan To TaD To

Sayed M.N. Faquian Facsimie No.:

(b)

If to Lender:

BP West Coast Products LLC 4 Centerpointe Drive La Palma, California 90623-1066 Anention: Site Acquisition Manager
Facsimle No.: 714-670-5178

Such notices shall be deemed received (i) upon delivery, if delivered by hand or by facsimle trnsmission (with confirmation of receipt), or (ii) three days after having been deposited in the U.S. mail, postage prepaid, if mailed. Any part may change its address for notice hereunder by notice given as provided above.
13. Counteroarts. This Consent may be executed in any number of counterparts, each of which shall

constirure one original, but all such counterpans taen together shall constitute one and the same insh'Ument.
14.

Tennnation of this Consent. This Consent shall automatically termiate upon full repayment of .

Loan.

iS. Successors and Assigns. Ths Consent shall inure to the benefit of and be binding on the pares
hereto and their respective successors and assigns.
16. Governing Law. This Consent shall be governed by and constred iii accordance with the laws of
the State of California.

17. Entire Agreement. Ths Consent contain all of the agreements and understandings between ùie
parties with respect to ile subject matter of this Consent. All prior oral or wrtten promises, representations,

agreements or understandings, express or implied, in commection with the subject maner of ths Consent are

expressly merged herein and superseded hereby. In the event of any conflict between the term and conditions
contained in this Consent and the terms and conditions contained in the Lease, the terms and conditions contained in
this Consent shall prevaiL.
18. Attornev's Fees. If any lawsuit, reference or arbitration is commenced which arises out of or

relates to this Consent, the prevailng party shall be entitled to recover from the other part such sum as the cour,

referee or arbitrato.r may adjudge to be reasonable anorneys' fees in such action, in addition to costs and expenses
otherwise allowed by law.

IN WlTNSS WHEREOF, the partes have executed ths Consent as of the date ffrst wrtten above. .
SIGNATURES ON FOLLOWING PAGE

221

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)
"LANDLORD"
A V A GLOBAL ENTERPRISE, LLC.,
a Californa corporation

By:

BY:~ ToanTo~
Sayed M.N. Faquiran

~Z-/'~

/

. .'

By ~~~
Sayed M.N. Fa iryan

:;¿f~ ~ ~
TaoTo
AGREED AN ACCEPTED BY:
"TENANT":

STTN ENTERPRlSE, INe.,
a Californa corporation

By' X;~
NazIr S.N . Faquiryan

President/CEO

By: ~4~
Sayed M.N. Faquiryan
Secretar and Treasurer

"LENDER"

BP WEST COAST PRODUCTS LLC, a Delaware limited liability company

By:
JeffM. cary

Vice President

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;." ..-~i

. "'1

Landlord's Lender's A reement

~

:HlrA a "' \ ii part whi h obtains title to the Real Propert together with all its Successors and assigns and together with any~ ("Landlord's Lender"), by means of a foreclosure, a deed in lieu of foreclosure, or otherwise, hereby agree that upon obtaing title to the Real Property
that (i) any and all of such parties obtaining title to the Real Propert shall be bound by alJofthe term, covenants, conditions and agreements contained in this Consent as if such party wel'e the Landlord hereunder and (ii) upon

Lender or a Successor or assign of Lender obtaing,Tenants interest in the Lease, by means of foreclosure, an assignment by Tenant in lieu of foreclosure, a new lease being entered into, ,crotherwise, that Lender and Lenders' participants and their Successors and assigns shall Succeed to the Tenat's interest in that certain Subordiation,
Non-Disturbance and Attornent Agreement executed between Landlord's Lender and Tenant contemporaneously

herewith as if Lender were the original tenant under such Agreement. The term of such Subordination, NonDisturbance and Anornent Agreement shall not be amended or modified without Lender's prior written consent.

"LANLORD'S LENDER"

~\~

By:

~::

Its:

(Piinted Name and Titlej

,..'......,

.. ,

, . ~.. _.

.:...;..;.

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1
ACKNOWLEDGMENT

State of Californa
County of

\
\

~ :M/Uh

. ~i,1 ~~b\;c.
/(' 'dl' i , personally appeared
. , personally known to me (or proved to me
on the basis' satisfactory evidence) b e per (s) whose name(s) is/ii subscribed to the within intrument

and acknowledged to me that he/~y executed the same in hislal!r!tlleir authoried capacity(ies), and that by his/llef/taeir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrment.

~d
State of Californa
On

WITNESS my hand and offcial seaL.

MINA FAQUAN

~ Commlsn , 149761

(Sign&rre.~ _.' '\

-2:... -'. .-

i . ~,, . Santa Clora -Cou , Notaa Pub1 Coi
"

My Co. EEJul3, 2C

ACKNOWLEDGMENT

County of cY4.1-

6~~

~f '1 .?i. L) \ c.

, before me, ' personaHy appeared
- /" , A' ' ,personally known to me (or proved to me

on the basis ot satisfactory e Lden to be e person(s) whose name(s) iS/l!ubscribed to the within instrument and acknowledged to me that he~y executed the same in hi3""hef/~Reir authoried capacity(ies), and that by his/her/tRe. signature(s) on the instniment the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and offcial seaL.

/'

.)

~

- Commison # 1494761 T
~ Sonto Clora County l MyCor.ExpJun 13, 2D ----------------..-- J

~ MINA FAQUIRYAN l------"'--"""""" j ~ M"; Notoiy Public - CoBtomlc

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ALL-PURPOSE ACKNOWLEDGMENT

~

, On

before me,
SIONER(S)

.'

~erSOnallY known to me

- OR -

o proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that h~hey executed the same in hi~heir authorized

MINA FAQUIRYAN
Commission 111494761

Notary Public - Callfomla ~
Sonta Clara County

capacity(ies), and that by hi~their
signatures(s) on the instrument the person(s),
or the entity upon behalf of which the

, MyComm.EJesJu13.20

person(s) acted, executed the instrument.

~ffCiai seaL
/~ ,. b -;AA""
OPTiONAL INFORMATION

--

The information below is not required by law. However, it could prevent fraudulent attachment of this acknowledgment to an unauthorized document.

CAPACITY CLAED BY SIGNER (PRINCIPAL)
o INDIVIDUAL o CORPORATE OFFICER

DESCRiPTION OF ATTACHED DOCUMENT

TITLE OR TYE OF DOCUMNT
Tm(S)

o PARTNER(S)
o ATIORNEY-IN-FACC
o TRUSTEE(S)
NUMBER OF PAGES

o GUARDIAN/CONSERVATOR

DATE OF DOCUMENT

o OTHER:
OTHER
~

SIGNER is REPRESENTING:
NAME OF PERSONIS) OR ENTITI!E¡

RIGHT THUMBPRINT
OF

.c

~ "
,5

SIGNER

ë õ
~

c.

,2

APA 5/99

VALY-SIE. 800362.3369

§

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ALL-~URPOSE ACKNOWLEDGMENT

~

"=

1ss. ./

, On æ before me,
personally

appeared .. /,,/n .. / c7

/tL
StONER(S)

/ (NOT Y) . -

4"1 ~ '. .-', I a.

~ t.iæ N,l".¡~

~erSOnallY known to me - OR - 0 proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s)
is. subscribed to the within instrument and

acknowledged to me that helshe/they-executed

~ MiNA FAQUlRYAN t~"'~'___"'~_A"'''r
_.. . Commission 11149476\

the same in his/hcr/tllr authorized

capacity(ies), and that by hislher/t1:w
signatures(s) on the instrument the person(s),
or the entity upon behalf of which the

I -D ~ Notar PubRc - CaDtomla ~

i' Santo Clara County l

--------------,.-- ¡
. MvCom.~Ju13.20

person(s) acted, executed the instrument.

'?/~ ~
WINESS my hand and offcial seaL.

OP'nONAL INFORMAnON
The information below is not required by law. However, i( could prevent fraudulent aiiachment of this acknowl-

edgmen( (0 an unauthorized document.

CAPACITY CLAiED BY SIGNER (PRINCIPAL)
o INIVIDUAL
o CORPORATE OFFCER

DESCRIPTION OF ATTACHED DOCUMENT

TIE OR TYPE OF DOCUMENT

TIS)
o PARTNR(S) o A'IORNY-IN-FACT
D TRUSTEE(S)
NUMBER OF PAGES

o GUARDIAN/CONSERVATOR

DATE OF DOCUMENT

o OTHER:
OTHER
..
'"

..

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENT(lES)

RIGHT THUMBPRINT
OF

'E 'C

a. .c
~ ,5
Õ

E

SIGNER

a. e.

APA 5/99

VALY-SIE. 800-362-3369
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I D

EXIIT "A"
Legal Description of Real Property

THE LAND REFERRD TO HEREIN BELOW is SITUATED IN THE CITY OF HOLLISTER, COUNTY OF SAN BENITO, STATE OF CALIFORNIA AN is DESCRfED AS FOLLOWS:

ALL THT REAL AND CERTAI PROPERTY LOCATED IN TH CITY OF HOLLISTER, COUN OF SAN
BENlTO, STATE OF CALIFORN, BEING A PORTION OF PARCEL 1 AS SAI PARCEL is SHOWN
UPON THE PARCEL MAP RECORDED IN BOOK 7 OF PARCEL MAPS' A T PAGE 59, OFFICIAL RECORDS,

AND BEING MORE P ARTICULAR Y DESCRIED AS FOLLOWS:

COMMvllNCING AT TH SOUTHWSTERLY CORNR OF PARCEL 1 AS SHOWN UPON SAI MA;
THENCE N 2 DEGREES 06 MINTES 20 SECONDS E, 183.48 FEET ALONG THE RIGHT OF WAY OF SAN
FELIPE ROAD (STATE HWY. 156) TO THE TRUE POINT OF

BEGING;

THENCE FROM SAI TRUE POINT OF BEGINING, CONTING ALONG SAI RIGHT OF WAY, N 2
DEGREES 06 MINTES 20 SECONDS E, 176.48;
THENCE NORTHEASTERLY ON THE ARC OF A TAA'\GEN CURVE TO THE RIGHT CONCAVE TO THE

SOUTHEAST, HAVIG A RAIUS OF 20.00 FEET, THOUGH A CENTRL ANGLE OF 90 DEGREES 28 MINTES 10 SECONDS, FOR AN ARC LENGTH OF 31.58 FEET TO A POINT ON THE SOUTHERLY
RIGHT OF WAY LINE OF CHAPPELL ROAD.

THENCE EASTERlY ALONG SAI RIGHT OF WAY LINE, S 87 DEGREES 25 MINTES 30 SECONDS E
146.84 FEET;

THENCE LEAVING SAID LIN, S 2 DEGREES 06 MIES 20 SECONDS W, 222.81 FEET;
THENCE N 87 DEGREES 25 tv1ITES 11 SECONDS W, 90.03 FEET;
THENCE N 79 DEGREES 10 MI1'HJTES 29 SECONDS W, 60.93 FEET:

THENCE N 41 DEGREES 33 MINUTES 35 SECONDS W, 24.26 FEET TO THE TRUE POINT OF

BEGING.

APN: 051-100-040

227
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\\
EXHIT "B"
Existing Mortgages and Deeds of Trust Encumbering the Real Property
One Only:
Type:

Blanket Encumbrance
$1,925,000.00
Omn Financial

Amount: Fimi:
Recorded:
Doc No.:

, .'

3AVAl04

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EXHIT "'C"
Modifications to Lease

Iv

None

.'

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'\~
Recordig Requested and

When Recorded Retu To:

BP West Coast Products LLC '

4 Centerpointe Dr., LPR 4-243 La Palma, CA 90623-1066
Att. Daniel J. Rolf

Facilty: 824611SCDB65975 631 San Felipe Road

ii~;: CAvvJ~ ~ 7o )~:S 9 J'l?

Space Above For Recordets Use Only

CONSENT TO ENCUMBRACE OF TENANT'S INTEREST
THIS CONSENT TO ENCUIvRANCE OF TENANT'S INTEREST ("Consent"), dated as of lra VcÁ.L ,

2007, is made by A V A Global Enterprise, LLC., a California limited Jiabilty company ("Landlord") in favor ofBP WEST COAST PRODUCTS LLC, a Delaware limited liabHity company ("Lender").
RecitaJs

A. Landlord is the owner of that certin real propert located in the City of Hollster, County of San
Benito, State of California, more partcularly described in Exhibit" A" anached hereto (the "Real Propert").

B. Landlord and STT Enterprise, Inc., a California corporation ("Tenant') previously entered into a
ground lease dated January 2005 with respect to the Real Propert ("Lease"). A "Memorandum of

Leasp." shall be

recorded Ùl the San Benito County Offcial Records.
C. Tenant Ùltends to constrct a gasoline station and convenience store on the Real Propert or make

certain alterations to an existing gasoline station and convenience store. In connection therewith, Tenant wil be
entering into certain agreements with Lender to sell ARCO-branded gasoline at the gasoline station

and operate the

convenience store as an am/pm mini market frnchise. The Re'al Propert as improved with any existing or future improvements thereon shall be referred to herein as the "Propert."
D. Tenant has requested that Lender make a loan (the "Loan") to Tenant in the amount of

up to Four

Hundrd and No/lOO Dollars ($400,000.00) in connection with such constrction or renovation. The Loan shall be
secured by that certain Deed of Trust with Assignment of Rents, Security Agreement and FixtUre Filing dated as of

even date herewith ("Leasehold Mortgage"), which Leasehold Mortgage shall encumber Tenant's leasehold estate in
the Propert. The Leasehold Mortgage also encumbers Tenant's personal propert, including, but not limited to, all
merchandise, equipment, fies, fuishings, fuiture, machinery, inventory, tools and other propert of Tenant

located at or used in connection with Tenant's operations upon the Propert, together with all additions,
substitUtions, replacements and improvements to the same, whether now owned or hereafter acquired and the
proceeds and products thereof

(collectively, the "Personal Propert").

E. Tenant has requested that Landlord execute and deliver this Consent to Lender as a condition to

the Loan. Landlord acknowledges that Lender would not make the Loan to Tenant in the absence of this
Agreement.

Agreement

NOW, THEREFORE, Landlord agrees as follows:

Fee Mortgage. .
This document signed in Counterpart

1. Consent to Leasehold Mortgage. Landlord hereby consents to the recording of the Memorandum

of Lease and to the encumbrance of Tenant's interest in the Lease and the Propert by means of the recording of the

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2.. Representations and Waaanties of Landlord. Landlord hereby represents and Waaants to Lender

that: (a) Landlord is the owner of the Real Propert, (b) there are no mortgages and deeds of trt encumberig
Landlord's interest in the Real Propert except as otherwse disclosed on Exhibit B. (c) the Lease is unmodified'

(except as shown on Exhibit C) and in full force and effect, and (d) to the best knowledge of Landlord, neither
Tenant nor Landlord is in default under any of

the terms, covenants or conditions contained in the Lease nor has any event occured which would, with the passage of time, or the giving of notice, or b,oth, constute a default under any of the terms, covenants or conditions contained in the Lease.

3. Amendments. Unless Lender otherwise consents in wrjting, such consent not to be wweasonably withheld or delayed, (a) the Lease shall not be amended or otherwise modified, and (b) except as otherwise provided
in Section 5 below, the Lease shall not be cancelled, terminated or sUITendered prior to the expiration of the term thereof.
4. Lender's Right to Receive Notices. Landlord shall use its best effort to mail or deliver to Lender

(at the address set forth in Section 13 'below) a duplicate copy of any and all notices (individually, a "Default the Lease, Notice")which Landlord may from time to time give to or serve upon Tenant pursuant to the provisions of and such copy should be mailed or delivered to Lender simultaneously with the mailing or delivery of the same to Tenant.
S. Conditions on Termimition after Tenant's Default. If

Tenant shall default under the Lease or reject

the Lease in a proceeding under 11 D.S.C. or if any other event shall occur that would permit Landlord to terminate

the Lease (or ai:cept a sUITender or termination of the Lease by Tenant) or exercise any other rights or remedies
under the Lease (any such default, rejection, or other event being refeITed to herein as a "Tenant Default') and

Tenant shall fail to cure such Tenant Default within any applicable grace period provided in the Lease, Landlord
agrees that Landlord shall not terminate or accept a sUITender of the Lease or otherwise enforce any of its rights or

remedies under the Lease as a result of such Tenant Default unless (a) Lender shall have re..eived wrinen notice of such Tenant Default, and (b) Lender shall have failed to remedy such default or acquire Tenant's leasehold estate or commence foreclosure or other appr.opriate proceedings in the nature thereof, a.H as set fort in, and within the time,
specified by, Section 7 below.
6. Lendei-'s Right to Perform on Behalf of Tenant. Lender shall have the right, but not the

obligation, at any time prior to termination ofthe Lease and without payment of any penalty, to pay all of the rents
due under the Lease, to effect any insurance, to pay any taxes and assessments, to make any repairs and

improvements, and to do any act or thing which may be necessary and proper to be done in the performance and observance of Tenant's obligations under. the Lease to prevent termination of the Lease. All payments so made and al1 things so done and performed by Lender shall be as effective to prevent a termination of the Lease as the same by Lender. would have been if made, done, and performed by Tenant instead of
the Tenant Default 7. Lender's Right to Cure Tenant's Defaults. ifany Tenant Default occurs, and if is such that possession of the Propert may be reasonably necessar to remedy the Tenant Default" Lender shall

have until the tenth (lOth) day after expiration of the applicable cure period specified in the Lease or in any Default Notice (whichever is longer) within which to remedy such Tenant Default, provided that (a) Lender shall have fully
cured any default in the payment of any monetary obligations of

Tenant undenhe Lease within such ten (10) day

period and shall continue to pay CUIentJy such monetar obligations as and when the same are due and (b) Lender
shall have acquired tenant's leasehold estate created by the Lease or commenced foreclosure or other appropriate
proceedings in the nature thereof within such period, or prior thereto, and is diligently prosecuting any such

proceedings. All right of Landlord to terminate the Lease as the result of the OCCUlence of any such Tenant Default shall be subject to, and conditioned upon, Landlord fist giving Lender a wrtten notice of any such Tenant Default and Lender, failing to remedy such default or acquire Tenant's leasehold estate created by the Lease or commence foreclosure or other appropriate proceedings in the nature thereof as set forth in and the within times specified by this Section 7.
S. Tenant Defaults Which Cannot Be Remedied. Any Tenant Default under the Lease which in the

natue thereof canot be remedied by Lender shall be deemed to be remedied if (a) within ten (10) days after
expirtion of the applicable cure period specified in the Lease or in any notice of Tenant Default (whichever is

longer), or prior thereto, Lender shaH have acquired Tenant's leasehold estate created hereby or shall have

2

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commenced and is diligently prosecuting foreclosure or other appropriate proceedings in the natue thereof; (b) Lender shall have fully cured any default in the payment of any monetar obligations of Tenant under the Lease which do not requie possession, of the Propert; and shall continue to pay curently such monetary obligations as
and when the same are due and (c) after gaining possession of

/

the Propert, Lender peffomms all other obligations of

Tenant under the Lease as and when the same are due.
Lender is prohibited by any process or injunction issued ForecIosure Time Periods. If 9. Tolling of by any cour or by reason of any action by any cour having jursdiction of any banptcy or insolvency proceeding involving Tenant from commencing or prosecuting foreclosure or other.,appropriate proceedings in the natue
thereof, the time periods specified in Sections 7 and 8 above for commencing or prosecuting such foreclosure or

other appropriate proceedings shall be extended for the period of such prohibition. However, Lender must have fully cured any default in the payment of any monetary obligations of Tenant under the Lease and shan continue to
pay currently such monetar obligations as and when the same fall due. -

LO. Nondisturbance of Lender's Possession: Lender's Liability and Rights. Foreclosure of a
Leasehold Mortgage, or any sale thereunder, whether by judicial proceedings or by vire of any power contained in the Leasehold Mortgage, or any conveyance of the leasehold estate created by the Lease from Tenant to Lender though, or in lieu of, foreclosure or other appropriate proceedings in the nature thereot: shal1 not require the consent of Landlord or constitute a breach of any provision of or a default under the Lease. Upon such foreclosure, sale, or conveyance, Landlord shan recognize Lender, or any other foreclosure sale purchaser, as tenant under the Lease. If Lender becomes the tenant under the Lease, (a) Lender shall have the same rights as Tenant with respect to any unexercised extension options, rights of first refusal, rights of firt offer or purchase options contained in the Lease.; (b) Lender shall be personally liable for the obligations of Tenant under the Lease only for the period of time that Lender remains tenant thereunder; and (c) Lender shall have the right to assign the Lease to. a nominee or assignee
of Lender, subject to Ladlord's approval, which shall not be unreasonably witheld or delayed, without Lender

assuming the obligations of Tenant under the Lease. If Lender subsequently assigns or trfers its interest under
the Lease after acquiring the same by foreclosure or deed in lieu of foreclosure, and in connection with any such
assignent or transfer Lender ta.lces back a mortgage or deed of

trst encumbering sw::h leasehold intcri:st to secure a

portion of the purchase price given to Lender for such assignent or transfer, then such mortgage or deed, of trst shall be considered a Leasehold Mortgage as contemplated under this Section 10 and any other provisions of this
Consent intended for the benefit of

Lender.

(a)

Lender

11. Rights in Personal Propert. Landlord acknowledges and agrees that all Personal Propert of

Tenant, whether or not affxed to the Propert, and notwithstanding any Lease provisions to the contrry, shall
remain personal propert and shall not be subject to any lien, claim or other interest of Landlord. Landlord consents
to the intallation of the Personal Propert on the Propert, agrees that Lender may do to and with the Personal

Propert any or all of the acts below enumerated, and grts Lender a right, as set fort below, to enter into possession of the Propert to do any or all of the following (the "Permitted Actions") with respect to the Personal Propert: assemble, have appraised, display, sever, remove, maintain, prepare for sale or lease, advertise, inspect, repair, lease, transfer, and/or sell (at public auction or private sale). Lender shall have the right to enter into and to
occupy the Property, for the puroses described above, for an actual occupancy period of up to one hundred twenty

days (at Lender's discretion), provided Lender has cured any monetary defaults under the Lease as provided above
in Sections 7(a) and 8(b), following the later of: (a) Landlord placing Lender in possession of

the Propert; and (b)

abandonment or surender of the Propert by Tenant, whether voluntar or involuntary. Landlord shall be
reimbursed for, or Lender shall cause to be repaired, at its expense, all physical damage to the Propert caused by
the removal of the Personal Propert. Landlord aclmowledges that at any time prior to Landlord placing Lender in the Propert by Tenant, Lender may take any or all of the Propert, or abandonment of or surender of possession of

the Permitted Actions subject only to Lender's agreements with Tenant.
l2. Notices. Any notice required or pennitted to be given to any part under this Agreement shall be

in writing and shall be given by (i) facsimile transmission, ((i) certfied mail return receipt requested, or (ii) hand delivery, addressed as follows:

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1°
(a)
If

to Landlord:

A V A Global Enterprise, LLC,

631 San Felipe Rd. HolJster, California 95023 Attention: Nazim M.N. Faquiran Toan To Tao To , Sayed M.N. Faquiran
FacsimHe No.:

.'

(b)

If to Lender:

BP West Coast Products LLC 4 Centerpointe Drive La Palma, California 90623-1066 Attention: Site Acquisition Manager Facsimile No.: 714-70-5178

Such notices shall be deemed received (i) upon delivery, if delivered by hand or by facsimile transmission (with conffnmition ofreceipt), or (ii) three days after having been deposited in the U.S. mail, postage prepaid, if mailed. Any part may change its address for notice hereunder by notice given as provided above.
13. Counterparts. This Consent may be executed in any number of counterparts, each of which shall

cons'titute one original, but all such counterpart taken together shall constitute one and the same instrent.
l4.

Termination of this Consent. This Consent shan automatIIally terminate upon full repayment of

Loan.

15. Successors and Assigns. This Consent shall inure to the benefit of and be binding on the parties
hereto and their respective suçcessors and assigns.

16. . Governing Law. This Consent shall be governed by and construed in accordance with the laws of
the State of

California.

17. Entire Agreement. This Consent contains all of the agreements and understandings between the
parties with respect to the subject matter of this çonsent. All prior oral .or written promises, representations,

agreements or understanclngs, express or implied, in connection with the subject maner of this Consent are

expressly merged herein and superseded hereby. In .the event of any conflict between the terms and conditions
contained in this Consent and the tenns and conditions contained in the Lease, the terms and conditions contained in this Consent shal1 prevail.
18. Attorney's Fees. If any lawsuit, reference or arbitration is commenced which arises out of or

relates to this Consent, the prevailng part shall be entitled to recover ftom the other part such sums as the cour, referee or arbitrator may adjudge to be reasonable attorneys' fees in such action, in add,ition to. costs and expenses
otherwise allowed by law.
IN WlTNESS WHEREOF, the paries have executed this Consent as of

the date fist wrinen above.

SIGNATURES ON FOLLOWING

PAGE

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(~) -

"LANDLORD"
A VA GLOBAL ENTERPRlSE, LLC.,
a Californ corporation

By:
Sayed M.N. Faquiran

By:
Toan To

By:
Tao To

By:
Sayed M.N. Faquiran

AGREED AND ACCEPTED BY:

"TENANT":
STT ENTERPRISE, INC.,

a California corporation

By:
Nazim S.M. Faquiran

President/CEO

By:
Sayed M.N. Faquiran Secreta and Treasurer

"LENDER"
BP WEST COAST PRODUCTS LLC,

a Delaware limited liabilty company

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t~
Landlord's Lendets Agreement

¥\ \ (( a V\ L (A ("Landlord's Lendet'), together
with an its successors and assigns and together with any par which obtains title to the Real Propert by means of a
foreclosure, a deed in lieu offoreclosure, or otherwse, hereby agree that upon obtaining title to the Real Propert that (i) any and all of such paries obtaining title to the Real Propert shall be bound by an ofthe term, covenants,

conditions and agreements contained in ths Consent as if such par were the Landlord hereunder and (ii) upon Lender obtaining Tenant's interest in the Lease, by means offorec1osure, an assignent by Tenant in lieu offoreclosure, a new lease being entered into, 91 otherwise, that Lender and Lenders' paricipants and their successors and assigns shall succeed to the Tenant's interest in that certin Subordination, Non-Distmbance and Anomment Agreement executed between Landlord's Lender and Tenant contemporaneously
Lender or a successor or assign of herewith as if

Lender were the original tenant under such Agreement. The terms of such Subordination, Non-

Distmbance and Anomment Agreement shall not be amended or modified without Lendets prior wrtten consent.
"LANDLORD'S LENDER"

\¡ \. Ú\ \ \\
By:
Its:

(Printed Name and Title)

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r.

h
ACKNOWLEDGlYNT
State of Californa
County of

. On '3 i ~ i t) I' before me, (?Æ. ,-C, f. ~ 1' I T1 J lJiA ~6UC., personally appeared

~ Qlr . , personally known to me (or ¡:reveà te me
.g the 'Basis gf £atii;f1\:tSf'l e, id"""e) to be the person~ whose name(') is~ subscribed to the within instrment and aclaowledged to me that he/Sh/tf¥ executed the same in hislh,*/~ir authorized capacity(i¥), and that by which the person(s) acted, his~th~ signatue~) on the instnent the person(!, or the entity upon behalf of

executed the instrment. '
WITNSS my hand and offcial seaL.

ú2- \1
. tue)

- - Commls:lon # 1537534 t
i . -,. , Notory Public. Callfornlo ~

~ PRISCILl SMITH l""~~-~-~-----

..~ ~ --

, . Orange County . My Comm. Explre3 Jon 14.2009

ACKNOWLEDGMENT
State of California
County of

, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by hislher/their signature(s) on the instrment the person(s), or the entity upon behalf of which the person(s) acted,
On

, before me,

executed the instrment.

WITNSS my hand and offcial seaL.

(Signatue)

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EXHIT " A"
Legal Description of Real Propert

.?O

TI LAND REFERRD TO HEREIN BELOW is SITUATED IN Tr. CITY OF HOLLISTER, COUNTY OF
SAN BENITO, STATE OF CALIFORNIA AN IS DESCRIED AS FOLLOWS:

ALL THAT REAL AND CERTAI PROPERTY LOCATED IN THE CITY OF HOLLISTER, COUNTY OF SAN

BENITO, STATE OF CALIFORNIA, BEIG A PORTION OF PARCEL 1 AS SAI PARCEL IS SHOWN
UPON THE PARCEL MA RECORDED IN BOOK 7 OF PARCEL MAS AT PAGE 59, OFFICIA RECORDS, AN BEING MORE PARTICULARY DESCRfED AS FOLLOWS:

COMMCING AT THE SOUTHWESTERLY CORNR OF PARCEL 1 AS SHOWN UPON SAID MAP;
THENCEN 2 DEGREES 06 MINUTES 20 SECONDS E, l83.48 FEET ALONG THE RIGHT OF WAY OF SAN

FELIPE ROAD (STATE HWY. l56) TO THE TRUE POINT OF BEGING;

THENCE FROM SAID TRUE POINT OF BEGING, CONTINING ALONG SAID RlGHT OF WAY, N 2 DEGREES 06 MINS 20 SECONDS E, 176.48;
THENCE NORTHESTERLY ON THE ARC OF A TANGENT CURVE TO TI RlGHT CONCAVE TO THE

SOUTHEAST, HAVING A RArus OF 20.00 FEET, THROUGH A CENTR ANGLE OF 90 DEGREES 28
:MTES 10 SECONDS, FOR AN ARC LENGTH OF 31.58 FEET TO A POINT ON THE SOUTHERLY RlGHT OF WAY LIN OF CHAPELL ROAD.

THECE EASTERLY ALONG SAI RIGHT OF WAY LINE, S 87 DEGREES 25 MITES 30 SECONDS E .
l46.84 FEET;

THENCE LEAVING SAID LINE, S 2 DEGREES 06 MITES 20 SECONDS W, 222.81 FEET;

THENCE N 87 DEGREES 25 MINTES 11 SECONDS W, 90.3 FEET;
THENCE N 79 DEGREES 10 MINUTES 29 SECONDS W, 60.93 FEET;

THECE N 41 DEGREES 33 MIUTES 35 SECONDS W, 24.26 FEET TO THE TRUE POINT OF BEGINING.
APN: 051-100-040

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EXHIT "B"
Existing Mortga~es and Deeds of

/

\ .

Trust Encumbering the Real ,Propert

One Only:
Type:
Blanet Encumbrance

Amount:

$1,925,000.00
Omn Financial

Finn:
Recorded:
Doc No.:

3AVAI04

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?f/ V
EXHIT "C"
Modifcations to Le'ase

)/l

None

, .'

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EXHIBIT
L

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UNCONDITIONAL CONTINUING GUARNTY

In order to induce BP WEST COAST PRODUCTS LLC, a Delay.are limited liabilty company, its
successors and assigns ("Lendet') having an offce at 4 Centerpointe Dr., LPR 6-180, La Palma, CA 90623-1066, to enter into or continue a loan agreement (col1ectively, the "Loan Agreement"), as a~ended ITom tie to tie, with STT ENTERPRISE, INC., a Californa corpòration limited parerslúp ("Debtot'), and for other good and
valuable consideration" the receipt and suffciency of which is hereby acknowledged, the undersigned.

hereby agrees

as follows:
1. The undersigned, Sayed M.N. Faquiryan and Mahgul Faquiran (collectively, "Guarantot')

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

loans, advances, indebtedness, liabilties, debit balances, letter of credit' or purchase guaranty reimbursement obligations, covenants,

duties and al1 other obligations of whatever kid or natue at any time or ITom time to tie owing by Debtor to
Lender, or to any' of

Lender's affliates, whether fixed or contingent, known or unown, liquidated or unliquidated,

present or future, no matter how or when arsing 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 paries which are or may be assigned to Lender. ln 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) incurred 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 warnty of Debtor or any wrongful acts, conduct or emission or ftaud 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 HUNDRED AND SEVENTY FIVE THOUSAN 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 false 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 dilgence, 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, inCI,lTing 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 liability hereunder and the perfornance 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 agåinst, or to exhaust its rights and remedies against, Debtor or any other person, or to proceed against any propert ofany kind securing any ofthe ObligationS, 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 obtai, perfect, maintain or keep in force any security interest in any propert of Debtor or any other person; iii) any defense based upon any failure of Lender to give the undersigned
notice of any sale or other disposition of any collateral securig any of the Obligations, or any failure of Lender to comply with any provision of applicable law in enforcing any security interest in any collateral securing any 'of the
Obligations, including without limitation any failure by Lender to dispose of any collateral in a commercially

reasonable 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 doctre of marhalling of assets or any other similar doctres. Withòut limiting 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 comparable provisions of

the laws

of any other jurisdiction, or any other statutes or rules of law now or hereafter in effect, or otheiwise and/or any
similar Jaw of California or of any oth~r jurisdiction. There are no conditions precedent or other conditions of any
kid to the effectiveness of

this Guaranty, and this Guaranty is immediately effective.

3. Lender may at any time ITom time'to time (whether or not after revocation or tennination of

this

Guaraty) without the consent of, or notice to, the undersigned, without inculTing responsibilty to the undersigned,
without impairing or releasing the obligations of

the undersigned hereunder, upon or without any tenns or conditions

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and in whole. or in part: (i) change the maner, place or term 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 security th'erefor, or any

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

any maner and in any order any propert by whomsoever at any time pledged or mortgaged to secure, or
howsoever securing, the Obligations hereby guarateed or any liabilities (including any of those hereunder) incurred

directly or indirectly in respect thereof or hereof, or offset there against; (iii) exerCise or refrin from exercising or
release any rights against Debtor or others (including the undersigned) or otherwise act or refrin from actig; (iv)

senle or compromise a,ny of the Obligations hereby guaranteed, any security therefor or any liabilty (including any of those hereunder) incurred directly or indirectly in respect of said Obligations and/or securty therefor or this
Guanty, and subordinate the payment of all or any part 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, irregularity or unenforceability 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 Guarnty 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
trnsactions 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 monthy 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 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
partial release for any cause, of anyone or more of the remainder of the undersigned, other guarantors or of Debtor,

or of anyone liable in any manner for the Obligations hereby guarnteed, 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.

S. No revocation or termination hereof shall affect in any manner any of the rights arsing under this Guaranty with respect to (i) Obligations which shall have been created, contr~ted, assumed or incurred prior to or
within ninety (90) days afer actual receipt by Lender of written 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 after receipt of such wrtten notice puruant to any
contract 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 pedorm any ofthe

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

representation, promise, agreement or waranty to Lender, or any revocation, breach or ternination 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 writ of anachrent againt any of the propert of

Debtor 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 Debtor 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 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 affiiates and any of the

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

82461guaranty.Sayed Faquiryan1

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any of its affiliates may be held by or on behalf of Lender as security for any and' all obligations of the undersigned hereunder notwithtanding that any of said money or propert may have been deposited, pledged or delivered by the undersigned for any other, diferent or specific purpose. Any and all present and futue indebtedness and obligations of Debtor to the undersigned, and any and all claims of any nature which the undersigged may now or hereafter have
against Debtor are hereby subordinated to the full payment to Lender óf 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 shal be collected, enforced and received by the undersigned as trte'es for Lender and be paid over to

Lender on account of the Obligations but without reducing or affecting in any maner the liability of the
undersigned uider the other provisions ofthis 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 all other
costs and expenses incured by Lender in enforcing this Guaraty 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 the event Lender or the undersigned fie

any lawsuit, action, claim or proceeding against the other predicated on a breach or nonperformance of this Guarty or any supplement or amendment thereto or to enforce any riglts under, or to obtain any declaratory 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 anomeys' fees, accounting fees,

investigation fees and costs of suit ûom 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 par of said amount by reason of (i) any judgment, decree or order of any Court or adjudicatory or administrtive 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, senlement 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 orrecovered to the same extent as if such amount had never originally been received by Lender. The provisions of

this

pargraph shall surive, 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 shall be deemed to be made by Lender unless the same shall be in
writing, duly signed on behalf of, and as only

actually authorized by, Lender, and each such waiver, if any, shall apply

'with respect to the specific instance, maner 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, maner or trsaction 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 pr~pert of Debtor, and all rights to any collateral or securty 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 futue document or the foregoing rights which the agreement with any Debtor or other person, and including (but not limited to) any of
undersigned may have under any equitable doctrine of subrogation, implied contrct, or unjust enrichment, or any

other equitable or legal doctrine.

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 liabilty of

the undersigned hereunder, Lender may, from time to

time, before or after revocation of this Guaranty, exercise any right or remedy it may have with respect to any or aU
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, assignent 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, 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 guarantor of any or all of the the California Code Obligations or against any other person, whether by operation òf Sections S80a, 580d or 726 of

243
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of Civil Proc~dure, 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 forec:oses 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 fÌom the undersigned even if Lender, by foreclosing on the real propert collateral, has destroyed any right the undersigned
may have to collect fÌom Debtor. This is an unconditional and ilTevocable waiver of any rights and defenses the :

undersigned may have because the Obligations are securd by real propert.' TheSe rights and defenses include, but are not limited to, an