Free Stipulation - District Court of California - California

Case 5:07-cv-04808-JF

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EXHIBIT I TO SECOND AMENDED COMPLAINT

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Case 5:07-cv-04808-JF
RECORDING REQUESTED BY Fi hS T Ar.ERlCAN TITLE

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111111/111111111111111111111111

2007-0003267
Recorded
Off icial Record 5

I

t¡08- ~1J!~~q
Rc',ording Rcquestcd and \\iic'n Recorded Return To:
IIi' '\~O;i Cuast Producis LLC .. (:i:llIi'rpointi: Dr.. LPR 4-243 i "i I'aliiia. Ci\ 90623-1066
:\1111. U;¡iiit: J. Rolf

I RE FEE
I I I I I I

7e,eø

JIE PA IDIUZ
Cl trk-Rteorder

County of San Benito

Bê:ØØ e9r-207 I Page 1 of 2ê

I OS

hi,ilii~: ~2461!SCDB65975 (i31 Slil h'lipe Road

~(~r. l~ JhOP~ ì() ddjlftj

¿c,511tP ht' L'otUalIa.

Space Above For Ri'Corucr's Use Only

CONSENT TO E~CU:vBRANCE OF TENANT'S INTEREST
IIII~ (,()NSi:~l TO ENCUMBRANCE OF TENANT'S INTEREST ("Consent"). dated as of /1a rc cl,

2(111", I" ii;¡de hy A V A Global Enterprise. LLC., a California liirted liability company ("Landlord") in favor of BP \\T~T rOAST PRODCCTS LLC, a Delaware limÜed liability company ("Lender").
Recitals
:\, Landlord is the owner of that cc:rtain real property located in the City of Hollister. County of San

U,'IIII", Siale ol- Calilornia. mon: particularly described in Exhibit" A" aiiached hereto (the "Real Property"),

B. Landlord and STTN Enterprise. Inc., a Califurnia corporation ("Tenant") previously entered into a
~:iiiil\d kase d;¡tcd J::núary 20W; with respect to the Real Property ("Lease"), A "Memorandum of Lease" shall be

\C:""llbi In ihe San Benito County Offcial Records.

C. Tenant intends to construct a gasoline station and convenience store on the Real Property or make c-:nain ;¡Iterariiins to an existing gasoline station and convenience s.tore. In connection therewith. Tenant will be L'iii.:rin¡: into certain agreements with Lender to sell AReO-branded gasoline at the gasoJine station and operate the ctll\\':niencc store as an am/pm irni market franchise. The Real Property as improved with any existing or future
iinl'rt\\'~menns illen::on shall be referred to herein as the "Property."

U T enam has n:quested that Lender make ;¡ luan (tiu: '"Loan") to Ttnaiit in the amounn of up 10 Foiir IluiidrcJ and !'oil 00 Dollars ($400.000.00) in connection with siich construction or renovation. The Loan shall be
sl',:ur~d by ihai certain Deed of Trust with Assigiueni of Renls, Security Agreement and Fixture Filing dated as of C',,:I\ date herewith ("Leasehold Mortgage"), which Leasehold Mortgage shall encumber Tenant's leasehold estate in

ih,' I'l11pcrty. The Leasehold Mortgage also encumbers Tenant's personal property, including, but not limited to. all rri..r.:l¡;iidise. equipment, fixrures. furnishings, furniture, machinery, inventory, tools and other property of Tenant

Iii,';;ii:d at or used iii conm:ction with Tenant's operations upon the Property, together with all additions,
substitutions. r~placemenls and improvements to the same, whether now owned or hereafter acquired and the
pni..c:eLl~ and products thereof (collectively. the "Personal Property").
1:.
11ll i. lJ;¡ II,

Tenann has ri:qucsted that Landlord execute and deliver this Consent to Lender as a condition to

i .andlord acknowledges ihai Lender would not makc the Loan to Tenant in ihe absence of ihis

.' c: 1",,'11':111.

Al!reement

\;1 1\\', lH EREFORE. Landlord agrees as follows:
I Consenn to Leasehold MOi'ti.a~e. Landlord hereby consent5 to the recurding of the Memorandum
\ll ! ,ease ami

10 ihe \:ncumbi'ancc ot"Tenant's interest in the Lease and the Propert by means of the recording of the

1~l.l' \'loligagi:

THis document signed in Counterpart
~~Jr" I IoIS""1 ", bi~unnimince of Tenunls Imeresi vl,doe

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ry
i ßj,reseniations and Warranties of Landlord. Landlord hereby represents and warrants to Lender

ihai: (J) Landlord is the owner of the Real Property, (b) there are no mortgages and deeds of trust encumbering
Lll1dlort.'s interest in the Real Property except as otherwise disclosed on Exhibit 8, (c) the Lease is unmodiff~d

lex.:i:pi as shown on Exhibit C) and in full force and effect, and (d) 10 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
e\'ciil occurred which would, with the passage of lime, or the giving of notice, or both. constirute a default under any of I Iii: i.:rms. covenants or conditions contained in the Lease.
\, Amendnn~nt5. Unless Lender otherwise consents in writing, such consent not to be unreasonably

\\'Illllli'ld ur delayed, (a) the Lease shall not be amended or otherwise modified, and (b) except as otherwise provided !I! .'ic',;lliiii :i hI;O\~. the Lease shall not be cancelled. terminated or surrendered prior to the expiration of the tcrm
Illl'li'ol
4, Lender's Right to Recc:ive Notices. Landlord shall use its best efforts to mail or deliver to Lender

I al ihe address set forth in Section 13 below) a duplicate copy of any and aU notices (individually, a "Detault
N(Jlice")which La.ndlord may from time to lime give to or serve upon Tenant pursuant to the provisions of

the Lease.

aiid siich copy should be mailed or delivered to Lender simultaneously with the mailing or delivery of (he same to
Ttn~lt1
.; Conditions oll Termination after Ten;¡nls Default. If T en;¡nl sball default under the Lease or reject

t//i' L.c:asi' in a proceeding under L i U.S.c. or if any other event shall occur that would permit Landlord to terminate 111," Li'''Sc' (ur acCl:pl a slIrrcnder or termination uf the Lease by Tenani) ur exercise any other rights or remedies

lIlhkl ihe Least' (any sii,h defaiill. reji:ction, or other even! being refenc:d to herein as a "Tenant Default") and
I ,'n;Jlll shall lail tu cure such Tenant Default within any applicable grace period provided in the Lease. Landlord
~1~ltCS ihal L.Jndlord shall not terminate or accept a surrender of the Lease or otherwise enforce any of its rights or

n:iicJies under ¡he Lease as a result of such Tenant Default unless (a) Lender shalJ have received written notice of

suc// Tcnant 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 narure thereof, all as set fort in, and within the time
spcciiìed by, Section 7 below.
(J. Lender's Riidit to Perform on Behalf of Tenant. Lender shal1 have the right, but not (he

oiiligaiion. at ;¡ny (ime prior to termination of the Leas.: and without payment or any penalty, to pay alJ of the rents

,Iu.: lIlider' (he Lease. to i:Tect any insurance, to pay any taxes and assessments, to make ;¡ny repairs and
Il1prr",\ cmenls. and to do any act or thing which may be necessary and proper to be done in the performance and .,h-;c\'vance of T enanl's obligaiions lIndi:r the Lease to prevent termination of the Lease. All payments so made and

;;ii IhiiigS sl) doiie and performed by Lender shal1 be as effective to prevent a termination of the Lease as the same
\\"'lIld havl' been if made, done, and performed by Tenant instead of

by Lender.

i. Lender's Right to Cure Tenant's Defaults, lfany Tenanr Default occurs, and if

i~ ,uch ihai possession of the ProperlY may be reasonably necessary to remedy the Tenant Default" Lender shal1 hun: lIniii the tenth (10th) day atter expiration of the applicable cure period specified in the Lease or in any Defauh !\nnice (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 Ti:nant under the Lease within such ten-( 10) day pc"wti and shall continue to pay cum:ntly such monetary obligations as and when the same are due: and (b) Lender
sl1~111 h.1\'t' acquired tenant's leasehuld estate created by the Lease or commenced foreclosure or other appropri;¡ie

the Tenant Default

pl'iic'.:cdings in the nature thereuf within such period, or prior thereto, and is diligently prosecuting any such
pnnc'Cl"dllgs, A II rrghi of Landlord to tenninate the Lcase as the result of the occurrence of any such Tenant Default

sll~11 be subject (u. and conditioned upon, Landlord first giving Lender a written notice of any such Tenant Defaul( aiid i.~iider lailing to remedy such default or acquire Tenant's leasehold estate created by the Lease or commence
f,lli:c'll1surt' or oiht'r appropriale proceedings in the nature thereof as set torth in and the withiii times specified by llll, :-ecrioii 7,
S, Tenant Defaults Which Cannot Be Remedied. Any Tenant Default under the Lease which in the

1I~1l\\t' ¡hereof cannot be remedied by Lender shall be deemed to be remedied if (a) within ten (10) days after

~,'(¡¡ir~iiiin of the applicable cure pi:riod specified in ¡he Lease or in any notice of Tenant Default (whichever is
h)iige-I'). or priiir therew, Lender shall have acquired Tenant's leasehold estate created hereby or shall have

~2-i" I Ciinscnl \l ëni:umbrancc ofTeminr's Interest vl,doc

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~
coiimenced ~nd is diligently prosecuting foreclosure or other appropriate proceedings in the nature thereof; (b) l.o'lHIc shall have fully cured any default in the payment of any monetary obligations of Tenant under the Lease
wllidi do not require possession of the Propert; and shall continue to pay currently such monetary obligations as
aiid wheiiihe same are due and (c) after gaining possession of

the Property, Lender performs all other obligations or

1".'11;1111 lindeI' the I.ease as and when the same are due.
9. Tollinl! of Forcclosure Time Periods. If Lender is prohibited by any process or injunction issued

lv, :.ny cnun or by reason of any action by any court having jurisdiction of any bankrptcy or insolvency proceeding

invnh'ing Tenant from commencing or prosecuting foreclosure or other appropriate proceedings in the nature
ill,r,:or. ¡he time periods specitied in Sections 7 and 8 above for coirencing or prosecuting such forcclosure or

, nnh.:r approprrate proceedings shall be extcnded for the period of such prohibition. However, Lender must haw ¡"tilly cured any default in the payment of any monetary obligations of Tenant under the Lease and shall continue to
pay -:urrently such monetary obligations as and when the same fall due.
10, Nondisturbance of Lender's Possession: Lender's Liabilitv and Rights, Foreclosure or a

I:a'ji:hokl Murtgage. or any sale thereunder, whether by judicial proceedings or by virtue of any power contained in
tllo' Li:;;sehold Mortgage, ur any conveyance of the leasehold estate cn:;¡ted by the Lease from Tenant to Lender

illri1ugll, or in lieu of. foreclosure or other ;¡pprupriate proceedings in the nature thereof, shall not require the consent iil Landlord or constitute a breach of any provision of or a default under the Lease. Upon such foreclosure, sale. or
(oii\"cyance. Landlord shall recognize Lender. or any other foreclosure sale purchaser. as tenant under the Lease. If

i.,:mltr becomes the tcnant under the Lease. (a) Lender shall have the same rights as Tenant with respect to any
lIl1L'xL'r;:ised extension options. rights of tirst refusal, rights of tirst offcr or purchase options contained in the Leasc.: (('q l.L'nder shall be personally liable for the obligations or Tenant under ¡hc Lease only for the period of iime thai i.','iider rcmains t~nanl th~reunder: and (c) L.ender shall have the right to assign me Lease to a noirn~e or assignee (I;' LL'l1der. subject to LandLord's approval, which shalJ not be unreasonably withheld or delayed, without Lender

assuming the obligations of Tenant under the Lease. If Lender subsequently assigns or transfers its interest under ihc' Lcase after acquiring the same by foreclosure or deed in lieu of foreclosure, and in connection with any such a:;"ignnicm or transfer Lender takes back a mortgage or deed of trst encumbering such leasehold interest to secure a ponion of the purchase price given to Lender for such assignment or trarisfer, then such mortgage or deed of trust shall be considered a Leasehold Mortgage as contemplated under this Section 10 and any other provisions or this
Cl1nsent intended for the benetit of Lender.
(a)

Lender

\ \. Rights in Personal Propert, Landlord acknowledges and agrees that all Personal Propeny of

i'C'II.ll1t \\h~ihër ur nor aftxed to the Propert, and notwithstanding any Lease provisions to the contrary. shall ri'iii;;iii persunal property and shall not be subject to any lien, claim or other interest of Landlord. Landlord consents

lu illë installation of the Pcrsonal Property on the Property, agrees that Lender may do to and with the Personal Propcrty any or all of the acts below enumerated, and grants Lender a right, as set forth below, to enter inno piJs~cssion ol the Property to do any or all of the following (the "Permtted Actions") with respect to the Personal Pruperty: ussemble, 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
",cii¡¡y the Property, for the purposes described above, for an actual occupancy period of up to one hundred twenty iI;;',,~ (at L.cnder's discretion), provided Lender has cured any monetary defaults under the Lease as provided above in :-et'lions 7(a) and 8(b). following the later of: (a) Landlord placing Lender in possession of the Propert; and (b)

~b¡¡iidonmc:nt or surrender of the Propert by Tenant, whether volunnary or involuntary. Landlord shall be
lo'l/1burs.:u for. or Lender shall cause to be repaired, at its ex.pense, all physical damage to the Propert caused by

ihi: ro'lloval of rhe Personal Property. Landlord acknowledges that at any iime prior to Landlord placing Lender in p"ssi'ssion of the Property, or abandonmenn of or surrender of the Property by Tenant, Lender may take any or all of
i!!o' f'''rrliii~d .'\ciions subject only ro Lend~r's agreements with Tenant.
12, Notices. Any notice required or penntted tu be given to any party under this Agreement shall be

III l\ rrimg. and shall be given by (i) facsimile transmission, (ii) certified mail return receipt requested, or (iii) hand ddl\'cI'Y. addressed as follows:

3

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~
(a'i

i f to Landlord:

A V A Global Enterprise, LLC,

63 i San Felipe Rd. Hollster. California 95023 Attention: l'azim M,N, Faquiryan Toan To
Tao To

Sayed M.N. Faquiryan r-ai.siinili No.:

(b)

i I' to Lcnder:

BP West Coast Products LLC
4 Ccnterpointe Drive

La Palma, Califomia 90623-1066 Attention: Site Acquisition Manager
F;¡csimilc No.: 7 i 4-670-5178

Su("h nOlices shall be deemed rei.eivi.d (i) UpOI1 delivery, if delivered by hand or by facsimile transmission (with
,',ll\lirinallon '.If receipt), ur (ii) three days after tlaving been deposited il! the U.S. mail, postage prepaid. if mailld.
..\I\y pany nnay change its address for notice hereunder by I\otice given as provided above.
i 3 Counterpart, This Consent may be exccuted in any number of counterparts, each of which shall

(IJlbiirUle one originaL but all such counterparts taken together sh¡¡11 constitute one and the same instrument.
14,
1.11;1\1

Termnation of this Consent. This Consent shall automatically terminate upon full repayment ur

1:5 Successors and Assiltns, This Consent shal1 inure to the benefit of and be binding un the parties
hi:rc!,' and IheJr respectivc SlIcc::cssors and assigns,

i 6, Governing Law. This Consent shall be governed by and construed in accordance with the laws uf
11ll Slare nfC::litomia.
I i, Entire Agreement. This Consent contains all of the agn:ements and understandings bctween the
p::rtie~ with respect to the subject matter of this Consent. AIl prior oral or wrtten proirses, representations,

agrei'ini:nts or understandings. express or implied, in connection with the subject matter of this Consent are
txprc~siy mcrged herein and superseded hereby. In the event of any conflct between the terms and conditions

.:onn::ined in this Consent and the lerms and conditions contained in the Lease. the terms and conditions comained iii
ill" (")l1senr ~haii prevaiL.

IR, Attornev's Fees. If any lawsuii, reference or arbilratjon is commenced which arises out of or
idale, In 11m. Cnnsent. the prevailing party shall be entitled to rei;ovel' from the other party such sums as the cuurt.
i~.i-.:i",i: nr arbiiralor may adjudge to be rc:asonable attorneys' fees in such action, in addition to costs and expenses
"111l:1\l1~t: allowed \:): law,
1'\ W(T'\ESS WHEREOF, the parties have executed this Consent as of

the date first written above.

SIGNATURES ON FOLLOWING PAGE

4
S~~(\ I CmlSenllQ Encumbrance of

Tcnanr's Intcrest v I.doc

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i)
"i :\:' I H,OIU),

:\ \'..\ (iLOBAL ENTERPRISE, LLC.,
;; C;ilitornia corporation

13y' ~/'~
Sayed :-.:-. Faquiryan
lJ :.

,:;,"'~"'~--_.'-""l"ao Tii

I~ I ~~
Ih:
sJycd M,N, Fa iryan
-\( iREED A:-D ACCEPTED ßY:
'1--.N:\NT"

.~

l'u~I1To--

..~~~

STlN ENTERPRISE, INC., J CJliiiinia corporation

II,,,

Ij',~~
SJyed M.N. Faquiryan S.:.:eiary and Treasurer

"i i-"iDER"
liP WliST COAST PRODUCTS LLC, .1 I'iehiwar\! limited liability company

B:;

,idr\.1, (~Jr):' '''-----\' ii:e President

, ~.¡,,! i,',)I~~iit Ic' EiiCUIl1hr3l1CC ul T ~ii;;nt '5 Inh:n:si v I.doc

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l,
Landlord's Lender's A"'reemenn

...._.__ß _.- a "' \~ .. J.-~ .__("Landlord's Lender"), together

',\ iih all liS siic¡;essorS and assigns and together with any ~ obtains title to the Real Property by means ufa
iiirc'closure. a deed in lieu of foreclosure, or otherwise, hereby agree that upon obtaining title to the Real Property

ili;;i (i) ;;iiy and all of such parties obtaining title tu the Real Property shall be bound by all of the terms, covenanns. .:,mJiiiolls aiid agreements contained in this Consent as ifsuch party were the Landlord hereunder and (ii) upon Lo: iick i or a successor or assign of Lender obtaining Tenant's imerest in the Lease, by means of foreclosure, an ~ssigl\inent by Tenant in lieu of foreclosure, a new lease being entered into, or otherwise, that Lender and Lenders'
p;;ri i':ipallts and their successors and assigns shall succeed to the Tenant's interest in that certain Subordination,

:-,iii-Disturhaiice and Attornment Agreement executed between Landlord's Lender and Tenant contemporaneously
h.:ri~wiih ;¡s if Lender were the original tenanl under such Agreernent. The terms of such Subordination, Non-

I ));liil'hall,e and Atlorrmenl Agrcemellt shall not he amended or modified without Lender's prior written consent.
"LANDLORD'S LENDER"

~\~

By:

Its:

(Printed Name and Title)

,2.1(i\ Conseni (0 Encumbrance orTenanl's Interest vl.doe

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1
ACKNOWLEDGMENT
~i:iit 111' California

(',iiini., of

3v Mn~h

,

. . ~b~1 ~..~\jc.

. . ,..' personally known to me (or proved 10 mi:
Oil rhe Da~i5 satisfactory

1l:4.t.--, personally appeared

evidence) b e per (s) whose name(s) isNW subscribed to the within instrument

Jiid ;;d.:iiowledged to me (hat he/~y executed the same in hiSIÀilr1t\¡i.ir authorized capacity(ies). and that by
hi: hi:r'thl!ii slgiialun:(S) on the instrumeiit the person(s), or the entity upon behalf of which the person(s) acted. \"l'c'\ii~d iht iiistnimeiii.
\\1 1'\l:SS my hand aiiù ottii;i¡¡l se;¡i'

~~~¿'::=-.::=-".-- ISi:-II&i\\'~). _.- -' "

~?

~
ACKNOWLEDGMENT

Si:.iie ¡,¡'California

,

(',llIIH', Dr '",.l--' Ý7

6/U1v
tJ-\ f i

Ru- b\ \ c.

, personally appeared

.~, . , personally known to me (or proved to me
PII ihe basi 0 satisfactorye iden to be e person(s) whose name(s) is/~ubscribed to the within instrument

¡¡lid ¡¡cknuwledged to me that he~y executed the same iii hiS/ßllr,ltReir authorized capacity(ies), and that by his 11~r.'tR~ signature(s) on the instrument the person(s). or the entity upon behalf of whieh (he pcrson(s) acted,

t\l'i'iiied the instrument.

~ '~:? -~~ . -~
\\"1 i-\:ESS Ily hand and offcial seaL.

\"i~n;l\iit:) --"'C,'"

7
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ALL-PURPOSE ACKNOWLEDGMENT

i

fVo\~'o\ ¡c.
On

before me,
SIGN~R(S)

persomilly appeared
~pcrSOiiallY 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 ihe same in hi~heir authorized

MINA .. - - _.... - FAQUIRAN"'''r ---

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

i -. 'NotO! Publ. Colfom Sõ

~ tf CommIson' 1494761 ¡¡

~ - ~ ~~~~1:~ , i Sota Ciao Coo (

person(s) acted, executed the instrument.

~ffCiaISeal'
. "" "I~~Y:~;;(;N"TUKE

--

, OPTIONAL INFORMATION
Thi' informatiun below is not required by law. Huwever. ii could prevent fraudulent anachment of this acknowledgment to an unauthorized document,

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

DESCRIPTION OF A11ACHED DOCUMENT

- - '.. - '--" -TÏ;Ülsï
o P:\RTNER(Si

TITLE OR TYPE OF DOCUMENT

o :\nORNEY.IN.FACT
o TRlJSTEEiS',

NUMBER OF PAGES

o (ilJrRDlAN/('ONSERVATOR

DATE OF DOCUMENT

o OTHER: --

-.._. --_.. .- .,----_. ..._.._sii;N":R IS REPRESENTING:
'.''11 iii' 1'\ II~O"'I,'OK l,i-ITryll¡,sl
. -- ~_.-

OTHER

RIGHT THUMBPRINT OF SIGNER

j

'E 'C Co

- -_._...

õ
..
-s

e "

;t
VALLEY-SIERRA, HOO.362.3369

.\1'.- ,\I')I

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ALL.

PURPOSE ACKNOWLEDGMENT

9

"".'1

On : æ before me,
personally

lss.

appeared --/¿)Ár7' / C-;

d

~ ' ~ ~ N't'J;o
/ (NO ~ ~ . - I

51QNIô(51

/ I' evidence to be the person(s) whose name(s)
is, subscribed to the within instrument and

~ersonally known to me - OR - 0 proved to me on the basis of satisfactory

acknowledged to me that he/;)ii../tli~executed
the same in his/fler/t~r authorized
l~- ... ~ Common' F:QW;ANA-.. r ,-- ~ ~ M~N: 149161

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

I -. Notay Pucc CO\ty Sata . Calor

MyCo 1~ZD

person(s) acted, executed the instrument.

WITNESS my hand and offcial seaL.

~~~~, , SIQ~E
æ'~

. OPTIONAL INFORMATION
edgment to an unauthorized document.

--

The information below is not required by law, However, it could prevent fraudulent attachment of this acknuwl-

CAPACITY CLAED BY SIGNER (PRINCIPAL)
C IND1VIDlAL C CORPORATE OFFICER

DESCRIPTION OF ATTACHED DOCUMENT

_.. --'.C PARTNERi$i
o ATTORNEY.IN-FACT
o TRI;STEE(S\

TITLE OR TYPE OF DOCUMENT
I1TLE'S;o

NUMBER OF PAGES

o (itJARDIAN/CONSERVATOR

DATE OF DOCUMENT

o OTHER:

------RIGHT THUMBPRINT OF SIGNER

OTHER

SIGNER IS REPRESENTING:
N,"I~: OF 1'r-.RSONisl OR lòNTI,.Y(IF.S\

; ..

'&.

ë
1
li
¡E
Q.

AI',"" :;/'~)

VAUY-SIERR. 80362-3369

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¡':XHIBIT "Au
Legal Description of Real Property

IIII~ L ,\1'D KHERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF HOLLISTER, COUNTY OF ~.'\ 'i HE?\llO. SlA TE OF CALIFORNIA AND is DESCRfBED AS FOLLOWS:
ALL THAT REAL Al"D CERTAIN PROPERTY LOCATED IN THE CITY Of HOLUSTER, COUNTY OF SAN

BE\ITO. STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 1 AS SAID PARCEL is SHOWN
l.PU~ THE PARCEL MAP RECORDED N BOOK 7 OF PARCEL MAPS AT PAGE 59, OFFICIAL RECORDS, A,"D HEI~G MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOL:THWESTERL Y CORNER OF PARCEL I AS SHOWN UPON SAlD MAP:

Tffl:;\CE t\ 2 DEGREES 06 MINtJTES 2.0 SECONDS (;, 183.48 FEET ALONG THE RIGHT OF WA Y OF SAN ITIIPF ROAO (STATE HW'', 156) TO THE TRLE POINT OF BEGINN1NG;

Îiii-_~(E FlWM SAID HUE POINT OF BEGINNL\'G, CONTINülNG ALONG SAID RIGHT OF WAY, 1\' 2 \)L(iREES D6 MINUTES 20 SECONDS E, 176.48;
TIIE:'CE !\ORTHEASTERLY ON THE ARC OF A TANGENT CURVE TO THE RIGHT CONCAVE TO THE SOl.:THEAST. HAVING A RADIUS OF 20.00 FEET. THROUGH A CENTRAL ANGLE OF 90 DEGREES 28 .\ll:-UTES 10 SECONDS. FOR A1' ARC LENGTH OF 31.8 FEET TO A POINT ON THE SOUTHERLY
KICii-T OF IA'A Y LfNE OF CHAPPELL ROAD,

lllI:~CE EASTERLY ALO~G SAID R!GHT OF WAY LINE. S 87 DEGREES 25 MINUTES 30 SECONDS E
I-I(',~"¡ FEET,

Tlii:NCE I.r.A V):-(j SAID LINE. S 2. DEGREES 06 MIN1;TES 20 SECOr-DS W, 222.81 FEET;

TIiE!\CI: N ¡): DEGREES 25 MINUTES II SECONDS W, 90,03 FEET:
i 11i::-CE j\ ïf) DEGREES 10 MINUTES 29 SECONDS W. 60.93 FEET:

TIiE:-CE N 41 DEGREES 33 MINUTES 35 SECONDS W, 24.26 FEET TO THE TRUE POfNT Of
BE(;i~1\I"'G
.-\1'-' O~I-\(JO-04()

xi-l(i! Cnnsennio Encumbrance orTenants Inreresr v I.doc
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\ \

EXHIBIT "B"

Existing Mortgages and Deeds orTrust Encumbering the Real Property
()ii~ Onl~':

T:.'pe.
'\1111,111111:

Blanket Encumbrance

$1.925,000.00 Omni Financial

Fin",
K~,'urdl"t.:
l),1C' '\ ù,

:I A V Al 04 .

~ 2'¡i, i (onseii II) Encumbrance of Tciiuni's Imerest v I.doe

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EXHIBIT "C"

Moditcations to Lease

None

10

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Recording Requested and When Recorded Return To:
l3P West Coast Products LLC 4 Cennerpointe Dr., LPR 4-243
La Palma, CA 90623- I 066

Attn. Daniel J. Rolf Faciliiy: 82461/SCDB65975 631 San Felipe Road
~ f Hollister, CA 95035 , ) 7 )l ",,; 9 J) D
Spa Above For Recorder's Use Only

L 'L¿¿'f l( I/(J r n" () ~ ,: IJ +'

CONSENT TO ENCUMBRANCE OF TENANT'S INTEREST
THIS CONSENT TO ENCUMBRANCE OF TENANT'S INTEREST ("Consent"), dated as of 11c. .l

2007. is made by A V A Global Enterprise, LLC., a California limited liability company ("Landlord") in favor of BP WEST COAST PRODUCTS LLC, a Delaware limited liabiliry company ("Lender").
Recitals
1\. Landlord is the owner of that certain real propert located in the City of Hollister, County of San
Lkiiiw, St¡¡tc: of

California, more particularly described in Exhibit "A" attached hereto (the "Real Propert").

(3, Landlord and STTN Enterprise, Inc.. a California corporation ("Tenant") previously entered into a gruund leas-=dated January 2005 with respect to the Rea) Propert ("Lease"). A "Memorandum of Lease" shall be recorded in the San Benito County Offcial Records,

C. Tenant intends to construct a gasoline station and convenience store on the Real Propert or make
certain aIterations to an ex.isting gasoline station and convenience

store, In connection therewith, Tenant will be

entering into certin agreements with Lender to sell AReO-braded gasoline at the gasoline siationand operate the convc~icncc store as an amlpm mini market lTanchise. The Real Propert as improved with any existing or future improvemenns 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
Hundred and Noll 00 Dollars (S400,OOO.OO) in connection with such constrction or renovation. The Loan shall be

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

merchandise, equipment, fixtures, fuishings, furniture, 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 executc and deliver this Consent to Lender as a condition to 111.: Lo¡¡n. Landlord acknowledges that Lendcr would not make the Loan to Tenant in the absence of this
A~reeinent.
Ae.reement

NOW. THEREFORE. Landlord agrees as follows:
I, Consent to Leasehold Mortgage. Landlord hereby consents to the recording of the Memorandum

of ¡,ease and iu the encumbrance of Tenant's interest in the Lease and the Propert by means of the recording of the
Fet: Mortgage.

This document signed in Counterpart

Ml~hl Coiiscnt to Encumbrance urTcllall's Inlercsi vl.doe

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2. Representations and Waranties of Landlord. Landlord hereby represents and warants to Lender

ihat: (a) Landlord is the owner of the Real Propert, (b) there are no mortgages and deeds of trst encumbering
L¡indlords interest in the Real Propert except as otherwise 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 tenns, covenants or conditions contained in Ù1e Lease nor has any event occun-ed which would, with the passage of time, or the giving of notice, or both, constitute a default under any uf the terms, covenants or conditions contained in the Lease.

3. Amendments. Unless Lender otherwise consents in writing, such consent not to be unreasonably wiihheld or delayed, (a) the Lease shall not be amended or otherwise modified, and (b) except as otherwise provided in St:i:tion 5 below, the Lease shall not be cancelled, temminated or surrendered prior to the expiration of the term thereof.
4. Lender's Right to Receive Notices, Landlord shall use its best efforts 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
Notice")which Landlord may from time to time give to or serve upon Tenant pursuant to the provisions of

the Lease.

and such copy should be mailed or delivered 10 Lender simultaneously with the mailng or delivery of the same to
Tenant.
), Conditions on Termination after Tenant's Default. ¡fTenant shall default under the Lease or reject

the Lease in a proceeding under i I V.S.C. or if any oÙ1er event shall occur that would permit Landlord to terminate
the Lease (or accept a sun-ender or tennination of the Lease by Teriani) or exercise any other rights or remedies

under the Lease (any such default, rejection, or other event being referred to herein as a "Tenant Default") and Tenant shall fail to cure such Tenant Default within any applicable grce period provided in the Lease, Landlord agrees that Lad lord shall not tenninate or accept a surender of the Lease or oÙ1erwise enforce any of its rights or remedies under the Lease as a result of such Tenant Default unless (a) Lender shall have received written notice of such Tenant Default, and (b) Lender shall have failed to remedy such default or acquire Tenanl's leasehold estate or commcnce foreclosure or other appropriate proceedings in the nature thereof, all as set forth in, and within the time
spc:cified by, Section 7 below,
6. Lendei"'s Right to Perfonn on Behalf of Tenant. Lender shall have the right, but not the

ubligation. at any time prior to tennination of the Lease and without payment of any penalty, to pay all of the rents
due under the Lease, 10 effect any insurace. to pay any taxes and asessments, to make any repairs and
improvements, and to do any act or thing which may be necessar and proper to be done in the perfommance and
observance ofTenants obligations under the Lease to prevent tennination of

the Lease, All payments so made and

all things so done and peñonned by Lender shall be as effective to prevent a termination of the Lease as the same
would have been ifmade, done, and perfonned by Tenant instead of

by Lender.

7. Lender's Rii:ht 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 necessar to remedy the Tenant Default.. Lender shall have until the tenth (i Oth) day after expiration of Ù1e 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 teñ (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 within such period, or prior thereto, and is dilgently prosecuting any such
proceedings. All right of Landlord to tenninate the Lease as the result ofthe occurrence 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 Lcnder 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 ihis Section 7,
8, Tenant Defaults Which Cannot Be Remedied. Any Tenant Default under the Lease which in the

nature thereof cannot be remedied 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

82461 Cons~iit to Encuiihram:e orT~nanls Inlcrest vl.doc

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\~
cuinmenced and is dilgently prosecuting foreclosure or other appropriate proceedings in the nature 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 curently such monetar obi~gat~ons as
and when the same are due and (c) after gaining possession of

/.

the Propert, Lender perfonns all other obllgations of

T~nant 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 court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding

involving Tenant from commencing or prosecuting foreclosure or other appropriate proceedings in the nature 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 shall continue to pay currently such monetary'obligations as and when the same fall due.
10, Noodistubance of Lender's Possession: Lender's Liabiltv and Rights. Foreclosure of a

Leasehold Moitgage. or any sale thereunder, whether by judicial proceedings or by virte of any power contained in the Leasehold Moitgage, or any conveyance of the leasehold estate created by the Lease from Tenant to Lender through. or in lieu of, foreclosure or other appropriate proceedings in the nature thereof, shall 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 shall 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 first 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 thai L.ender remains tenant thereunder; and (c) Lender shall have the right to assign the Lease to. a nominee or assignee
of Lender, subject to Landlord's approval, which shall not be uneasonably withheld or delayed, without Lender

assuming the obligations of Tenant under the Lease. If Lender subseuently assigns or transfers its imerest under
the Li:ase after acquiring the sae by foreclosure or deed in lieu of foreclosure, and in connection with any such
assignment or transfer Lender takes back a mortgage or deed of

trst encumbering such leaehold interest to secure a
this Section 10 and any other provisions of this

poition of the purchase price given to Lender for such assignment or trsfer, then such moitgage or deed' of trst
shall be considered a Leasehold Mortgage as contemplated under

Consent intended for the benefit of Lender.. .
(a)

Lender

II. Ril!hts 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 contrar, shall
remain personal propert and shall not be subject to any lien, claim or other interest of Landlord. Landlord consents

to the installation of the Personal Propert on the Propert, agrees that Lender may do to and with the Personal Propeity any or all of the acts below enumerated, and grants Lender a right, as set fort below, to enter into possession of the Propert to do any or all of the foIlowing (the "Permitted Actions") with respect to the Personal Propert: assemble, have appraised, display, sever, remove, maintain, prepare for sale or leas, advertise, inspect,
repair, lease, trasfer, and/or sel1 (at public auction or private sale). Lender shall have the right to enter into and to
occupy the Propeny, for the pu~oses described above, for an actual occupancy period of

up to one hundred twenty Jays (at Lender's discretion), provided Lender has cured any monetar defaults under the Lease as provided above in Sections 7(a) and 8(b), following the later of: (a) Ladlord placing Lender in possession of the Property; and (b)
abandonmenn or surrender of the Propert by Tenant, whether voluntary or involuntary. Landlord shall be

reimbursed for, or Lender shall cause to be repaired, at its expense, aii physical damage to the Propert caused by
the rem~val of the Personal Propert. Landlord acknowledges that at any time prior to Ladlord placing Lender in possession of the Propert, or abandonment of or surrender of the Propert by Tenant, Lender may take any or all of ihi: Permitted Actions subject only to Lender's agreemenns with Tenant.
. .. 12. Notices, Any notice required or permitted to be given

to any part under this Agreement shall be

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

!I2.¡61 Consent to Enn:uinbranei: orT.miinl's Interest v i.doc

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\ (0
. -'

(a)

I f to Landlord:
A V A Global Enterpri:¡e. LLC, 631 San Felipe Rd.

Hollister, California 95023 Attention: Nazim M.N. Faquiryan
Toan To

Tao To Sayed M.N. Faquiryan
lacsimile No.:

(b)

If to Lender:

BP West Coast Products LLe
4 Centerpointe Drive

,La Palma, California 90623-1066 Attention:. Site Acquisition Manager Facsimile No.: 714-670-5178

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

i.onstitute one original, but all such counterparts taken together shall constitute one and the same instrument.
14.

Termination of this Consent. This Cunsent shall automatii;ally terminate upon full repayment of

i.)(\1\

15. Successors and Assigns. This Consent shall inure to the benefit of and be binding on the parties
hc:cto and their respective successors and assigns.
i 6. Governing Law. This Consent shall be governed by and construed in accordance with the laws of
ihe Slate of California.

17. Entire Al!eement. This Consent contains all of the agreements and understandings between the
paliies with respect to the subject matter of this Consent. All prior oral or written promises, representations,

agreements or understandings, express or implied, in connection with the subject matter of this Consent are

expressly merged herein and superseded hereby. In. the event of any conflct between the teons and conditions
contained in this Consent and the tenns and condirions contained in the Lease, the terms and conditions contained in this Consent shall prevaiL.
i s. Attornev's Fees. If any lawsuit, reference or arbitration is commenced which arises out of or
relates to this Consent, the prevaiing part shall be entitled to recover from the other part such sums as the COUn,

referee or arbitrator may adjudge to be reasonable attorneys' fees in such action, in add,ition to. costs and expenses
oiherwise allowed by law.
IN WITNESS WHEREOF, the paries have executed this Consent as of

the date first written above.

SIGNATURES ON FOLLOWING PAGE

~24bl ConsclH \0 Encul1branc~ (IrTenanl's Inlcrest vl,(iClc

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,1
"LANDLORD"
A V A GLOBAL ENTERPRISE. LLC.,

a California corporation

ßy:
Sayed M.N. Faquiryan
By: ------ _. -

---

Toan To

Ry:

Tao To

fly: --Sayed M.N. Faquiryan
AGREED AND ACCEPTED BY:

"TENANT':
SlT ENTERPRISE, INC.,

a California corporation

H\':

Nazim S.M. Faqiiiryan

President/CEO

Ry: ---

Sayed M.N. Faquiryan Secretary and Treaurer

"LENDER"
BP WEST COAST PRODUCTS LLC,

a Delaware limited liability company

X2461 lunsenllo Encumbrance orTenBnl'S Interesl vL.doc

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l~
Landlord's Lender's Agreement

y\ \ fA a \\ t CA ("Landlord's Lender"), together
with all its successors and assigns and together with any par which obtains title to the Rea) Propert by means of a foreclosure. a deed in lieu of foreclosure, or otherwise, hereby agree that upon obtaining title to the Real Propert thai (i) any and all of such paries obtaining title to the Real Propert shall be bound by all of the tenns, covenants, conditions and agreements contained in this Consent as if such par were the Landlord hereunder and (ii) upon Li:nder or a successor or assign of Lender obtaining Tenant's interest in the Lease, by means of foreclosure, an assignmcnt by Tenant in lieu offoreclosure, a new lease being entered into, or otherwise, that Lender and Lenders' panicipams and their successors and assigns shall succeed to the Tenant's interest in that certin Subordination, Non-Disturbance and Attornment Agreement executed between Landlord's Lender and Tenant contemporaneously herewith as if Lender were the original tenant under such Agreement. The tenns of such Subordination, NonDisturbance and Attornment Agreement shall not be amended or modified without Lender's prior written consent.
"LANDLORD'S LENDER"

'\\ \ ú\
By:

Its:

(Printed Name and Title)

x:!--iii tonsenllO Encumhrancc ofTenann's Intcrest v

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i.

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\1
ACKNOWLEDGMENT

State utealifornia
County

)
) )

of

On -_.~t)'1 , before me, J?~ ,C, lU ~I'I"P) IVtf ~6lC, personally appeared

~ Cllr - ,personally known to me (er I'reveå leime
¡; tkB ~Qsi& gf r:ui¡fast9P/ a, id",..",t) to be the person~ whose name~ i5i subscribed to the within instrment
a¡\d acknowLedged to me that he/Sb/th; executed the same in his~/t¥ir authorized capacity(~, and that by
hjs~tlt)r signatuet( on the instrument the person~, or the entity upon behalf of

which the person(s) acted,

.:x~cuied the instrument.

WITNESS my hand and offcial seaL.

Q-~'
State ,¡fCalifornia

- CoIP, 1537634 t

. ' ~ , --, ture)
ACKNOWLEDGMENT
) ) )

~ PAIUSMlTH l""~-~--.~~~-l -. Nofciy Pu - CaUtom f ~ - Or Cou - - ~~:.~_~1~2~l

Counnyof

, 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 hislher/their authorized capacity(ies), and that by his/her/their signature(s) on the instrment the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
On

--, ' . --' before me,

WITNESS my hand and official seaL.

(Signature)

&2461 Consent to Encumbrance oflcnunts Intercst v l.doc

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?D
EXHIBIT "An

Legal Description or Real Property

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF HOLLISTER, COUNTY OF SAN BENITO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

ALL TH¡\ T REAL AND CERTAIN PROPERTY LOCATED IN THE CITY OF HOLLISTER. COUNTY OF SAN

BENITO, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL i AS SAID PARCEL IS SHOWN
UPON THE PARCEL MAP RECORDED IN BOOK 7 OF PARCEL MA~S AT PAGE 59, OFFICIAL RECORDS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING ATTHE SOUTHWESTERLY CORNER

OF PARCEL 1 AS SHOWN UPON SAID MAP;

THENCE N 2 DEGREES 06 MINUTES 20 SECONDS E, i 83.48 FEET ALONG THE RIGHT OF WAY OF SAN Feii PE ROAD (STATE HWY. i 56) TO THE TRUE POINT or BEGINNING;

THENCE FROM SAID TRUE POINT OF BEGINNING, CONTIN1ING ALONG SAID RIGHT OF WAY, N 2

DEGREES 06 MINUTES 2G SECONDS E, 176.48; .
THENCE NORTHEASTERLY ON THE ARC OF A TANGENT CURVE TO THE RIGHT CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 20.00 FEET, THROUGH A CENTRAL ANGLE OF 90 DEGREES 28 MINUTES 10 SECONDS, FOR AN ARC LENGTH OF 31.8 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF CHAPPELL ROAD,

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

THENCE LEA VING SAID LINE, S 2 DEGREES 06 MINUTES 20 SECONDS W, 222.81 FEET;

THENCE N 87 DEGREES 25 MINUTES 11 SECONDS W, 90.03 FEET;

THENCEN 79 DEGREES 10 MINUTES 29 SECONDS W, 60,93 FEET;

THENCE N 41 DEGREES 33 MINUTES 35 SECONDS W, 24.26 FEET TO THE TRUE POINT OF
BEGINNING.
A PN: 05 i - i 00-040

8
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;)x
EXHiBIT "8"
Existing Mortgages and Deeds of

Trust Encumbering the Real Property

One Only:
Type:
Amount:
Firm:

Blanket Encumbrance
S I ,925,000.00

Omni Financial

R~cordcd:
Doc No.:

3AVAI04

9
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?'Jt
EXHIBIT "C"

Modifications to Lease

None

10
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EXHIBIT J TO SECOND AMENDED COMPLAINT

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SECURED .PROMlSS0RY NOTE (ani/pm Mini Market)
FOR VALUE RECEIVED, STINENTERPRISE, lNG" a ealifomta: ç()rporati()n,(h~reìnafterre:ferred to as liability company "Borrower") herebypromi$cs to pay :lO' ßP WEst .CqJ\ST ~R.OOU.cTS LLC, a DC:la.W,c!rc limited

¡ """ . .. "', ".., '. J

(hereiriafter refelTéd.tó as "Lendcrn),or órder, on orbef~rê ,the' principid.SIU1 of Two Hundred
Twenty Five Th.øusiid and Noll 00 Dollars ($225:,00;00) (the '!MaxiiTuniL;oiin Amount"), or sO much of that sum as

may be advanèed under this promissory liote ("Notè"),. plus: interest as s,peciffed below, 'lhis Nóte evidenëesa lòah

("Loan") frQm Lender to Borrwer.
), This Note, is seci¡red by a Deed i"t T:ru~ wiih,Assig!1ment, of riling ("Deed of Trust'1) covering ccrtaiii renl

Reiiis; Security Agreement and Fiiiture

and pct~onalprb.perty, as therein described (the "Prøperty"). lnnay also
of Trut

be secured by other collateraL. This Note and the Deed

are. twO of several Loarr Documents,as deffMd and

designated in that certain Loan Agreement ("Loan Agreen:.~nn between Lender and Borrower. SOme Qr all of the Loan

Documents, including the Loan Agreement, contain provisions for the acceleration .of the maturity of this Not!:.
Capitalized tenns used herein have the meaiiings assígned to them in .the Loan Agreement, unlessoiherwise defined

herein

bear interest al a fixed rate of interest equal to Four and payable

2. The'unpaid principal biiHince of this Note from day to day outStaiiding, \vhich is not past due, shall Seventy five percent, (4:75%) per aiinum.1 Interest wil be in arrears' on 'an annual basis beginning on the First Anniversary Date and on eachsucces~ive anniversary of
during the t~nn of

such date

the Loan. B,arrower shall alstimake annual principal reduction payments as provided in the

Loaii Agreement, Principal and interest are subjcci' to annual forgivenessir: accordClnce with the temis arid conditions set forth in the Loan Agreement.
3. All pàymentsof tlis. Note .shall b& made in làwful moncy of the Uiiited States of America in

im:mediatelyaväilable funds. at Lender's offces at 4 Centerpointe Drive,Suíte 300, La Palma, CalirorrÎÌa 90623-\066.
Anention: ContraCt DeaJet Loan AdministratÍon,or at such other plàcc or to such accoimi as ,the holder

hereo( shall have

deSignted 10 Borrower in writing.
4. All prin,cipal and"aIÍ accrued

and unpaíl; intertstsh¡¡lI bedl,cand p~yabh: riolaterthan the date which

ist\verty(20) yeats fol1owinglhë B~inessQpct' Date e'Mat"rity Date"),
5,. Lender sMllriot be re~l,ired to make any. ¡ídvanc.e ¡fthat wpuld cal!seÜ1e outstanding principal of

this

Note tôexceed the Maximum Loan AmoUnt.
6.
Borrower may prepay ¡hc' principal balance of this Note,

in whole or in :part, at any time without

penalty .
7, . If Lender hIl not received thç ,fiillamnunt 'of any the'end of five (5) business.days after the

payment, oth-er tbaii the rmal pT:incipal' payment, QY

date when due, BOIIow):rshall pay, a late 'Char.e to I.endcr in the amount of

tive percent (5%) of the overdue payment, Ina:ddition to; thc'forêgoing, BOTTO,wer agrees 10 pay intereSt on any and all

'sums, dllé urider this Note from the payiënt due datè ünti the dale fully paid by BoiTó~er. such interest to accrue at a
rate of intéreSt eqild to thè"prime rate" (astep:ôriec, by the Wall.Stte.et journal) phis two percent (.20/) per annum but iri
no event greater than themaximum.iuTToiint pemmìtted.by law

(thè "Def.ultRiite")~ .
unpaid principal; accnnedinterestand any

8. From and aftr matiity' of this all swns then que and payable under this Note, includ",g all

Note

(whëtter' upon the' Maturity Date~. ¡'y acceleratioii or otherwise),
other sums'

outsndin~ hereun!i~r1, shall ~arillterest until .paid in full at'the pefaiilt Rate~ C~mpounding Qf interest may result if.

'lo,aM, ' ,. ,
i The interest ritè.ciìrrently. àpproved for,CD, Loans:

outstading.:interest he.rUttderaçcrues inter~st Atthe De.fuultRí!te.

is 4. 750/ per anuni but is subject tochange~ The BP tax departent should be consulted prìoriireach ló¡f'Closirig fo ';erifythe:'cutrtrit inti:¡'ëst.rate approved for B'PWCP CD

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9. If

any ofihe róUowing"Everits of

Defàult" ocèur,any. obligåtion Ofthê.holder to inâke advances under
its sole discretion"all ,sums oÏprincipal and

thi~ N()te. shaH terminate, and at the holder.'s opÛon, exercisable in

interest

under this NotcshaU become immediately due. a.nd payable wiiholltnotiec of default, p,reeentrent or demand for
payment. prote~to'r'noticeofnonpaYrrentordishQnpr, or

other nOtices or demandsoÚmy kindpr çharact~r:

to 'pay p:rìm:ipal, interest or other (II) BOITdWer fails to. perform any obligation under this Note amounts due, and does not cure thätfaih..re \v¡thin fiye (5) business,days after thèdate wheridue; or

(b) document) occurs,

Under

any of the Loal1 Documents, a default or

'''Event of Defaull' (as defined in that

(c)
ProceediI1g").

Borr()wer becomes the subjeci of any proceeding. arising under I I U.S.t, ("lnsolvency

I o. If any lawsuit,. reference or arbitration is commenced which ari~s out of or relates to ihis Note, the

Loan Documents or the Loan, 'the prevailing pary shall be entitledio recover frÖmeach other party such sums as the cOiirt, referee or arbitrtor mayadjudgctó bineasonable attorneys' fees in such action. in addition to costs'andexpenses
othcrwise allowed by law. In all other situations, including any Insolvency Proceeding~ Bòriower agrees

to pay all of

Lender's costsandexpenses, including att~meys' fees, whichrnay be incurred in enforcing or pr()tecting Lender;s rights Qr\nterests. From the time(s) in.curred until paid in full to Leqder, all such sunis shall bear interest at the DerauII Rale.

i i.
oftlat Slate.

This Note is governed by the laws of

the State of

California, without regard to the choice of law rules

12. Borrower agrees that the holder of this: Note may' âccep:t additional or substitute security for this Note,
or Teleascany security or any pary liable for this Note,or extend wilhout affècting the

or, renew this Note,all without noÜceioBótTo.wer and

liabilty ófBorrower,

13. If Lender delays ineMrcising orJails to exerise any of it~. rights ¡¡nder this .Note, tllatdelay Qr failure
or qf a.y preøch, detãult pr faìlurc~ of conditíonofor under this any of Lender's rights, :Note. NQ wttiver by LenØer orany of its rights, or ofanY such brc:ach. dëtattlt()r failur~ ofconditjonshaU be effective,
s.hall n()t constiu...te a waiver of . unless the waiver.is expressly Nqtè or llo.deral'elicabl.e law staed in 'a writing signed by Lender, . AU of Lender's remedies shall ~ CÜn1ulàtive; and Len4er'S,x,ercise of any

in connection with this

one ó.rmore. Qfttose remedies shall 110t

coristiiue an èleèiiQI1 of remedies,
binds the hêirs, legalfëpreêntatives, successors åid aSigns, of Bònowei' arid i4. This Note. iilures'tò ànd, Lender; provided; however. ihat BOlTower, maY' not assign ihi~ l'oteorany Loan fundS. or~aSslgg ordelegatè any ónts
rights or obligations under the',Loan Documents, 'without the,priorwr1ten conserrt'ofLende,ri, each ins,tace. Lender in
itss,ole,and absolut~ çliscrefiøn may, at, any time,seii, transfer; or assign this 'Note, the Deed of

Trust, and theother Loan

Dq~uments,
is, If mOre than one: person or entity are

signing this Note.as .Borrower, their obligations under this Note

shaH be joint and se,veral.

IN WITNESS WHEREOF, this Note has been duly executed and'delivered by BOlTower as oftlJe date set fort
above,
See signatures on the next

page

:2

205

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stTN!iNTERfRI$E,INC.,
a California corp~ratiDn

By. ... \ .'..,\~"Ç."
Nßaae: NazUn S.M. Faquryl\o

THfc: CEÓ'a:ndPrcsident

By .c. ~:. - . j
.Name: SayedM; ,Faquíryan
title: S~rctary,aDd Treasurer

~/

..-.._-,..,

3

206

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EXHIBIT K TO SECOND AMENDED COMPLAINT

207

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07-7113015712
GlS/07/2Øll7 11: 16

FOlOW INSTRUC CALY
A. MA & PHNi OF COACT I\T FUR Ioo
e. seND ACKNWLOOt.NT TO; (N IIAddr...¡

ucc FINANCING STATEMENT

F I LED
IIIIII CIIIFO~MI.OF $lCRlT,.,

-

sos

ITATI

.. 10024734

.~~i~earch
Sacnto, CA 95814

IIIIIIIIII1III
l.2!l1.aell lIe L "'1.111

TI AIY! IIACe is FO FlG OIICI US ONY 1. DEBTORS EX RJ LI NA .ii~i- oI-i,...'b)-cIi---.._... _... ST Entse, In, . C8 COpOl8&..

, 1L' - ,'" -" -- . - ,. - _.. . ... . ., - "
/W

I Co !W

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1~. T~ 10 t: I8 01 bI

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Th pr lo li 631 8e fe Roi Hor, ~ilf 9135

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8. CJf1"iiD,¡ilo l "'"" ~I ~'ï ~. ,- - .~. - ,..
FlNGOF CO -NNTIO UC FINAG ST..'TlÆ \FOUC') (f.III2)
208

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lI\ VI
Debtor: Secur Par:

Ð

STf Enterpnse Inc.t a Californa çoron
BP West Coast Pructs LLCt a Delawar linnte liabilty

CD G CD m G

compay

I\

SCHEDULE i
Legal Deption of Prope

TH LAN REERD TO HERE BELOW is SITATE IN TH CIT OF
HOLLISTER, COUN OF SAN BENO, STATE OF CALIFORNIA AN is DESCRIED
AS FOLLOWS:

. ~T RF.Al.AAD~ERT4IN.E.OPEiu,LOCAJI.lN..J Ci::OF HOLLIS'fR.
COUN OF SAN BENITOt STATE OF CALIFORNA, BEING A PORTION OF PARCEL t

AS SAID PARCEL is SHOWN UPN TH PARCEL MA RECORDED IN BOOK 7 OF PARCEL MAS AT PAGE 59. OFFICIA REORDS, AND BEING MORE P ARTICULAR Y DESCRIED AS FOLLOWS:

COMMCING AT TH SOUTISTERL Y CORNR OF PARCEL 1 AS SHOWN UPON

SAI MA;

TICE N 2 DEGRES 06 MIS 20 SECONDS E, 183.48 FEET ALONG TH RIGHT OF WAY OF SAN FELIPE ROAD (STATE HWY. 156) TO THE TRUE POINT OF

BEGING;

THCE FROM SAI TRUE POIN OF BEGING, CONTUIG ALONG SAI
RIGHT OF WAY, N 2 DEGREES 06 MITE 20 SECONDS E, 176.48;

THCE NORTHESTERLY ON THE ARC OF A TANGEN CURVE TO TH RIGHT CONCAVE TO TH SOUTST, HA V1NG A RADIUS OF 20.00 FEET, THOUGH A CEN ANGLE OF 90 DEGREES 28 MITE 10 SECONDS. FOR AN ARC LEGTH

OF 31.58 FET TO A POIN ON TI SOUTHY RIGHT OF WAY LIN OF CHAPELL
ROAD.

'fCE BASTERL Y ALNG SAID RIGHI OF WAY LIN, S 87 DEGREES 25 MITES 30 SECONDS E 146.84 FET;

THECE LEAVIG SAI LINE, S 2 DEGREES 06 MITES 20 SECONDS W, 222.8\

FEET; ,
POIN OF BEGING,
APN: 051.100-00

THCE N 87 DEGREES 25 MJS 11 SECONDS W, 90.03 FEET;

THCE N 79 DEGRES 10 MIS 29 SECONDS W, 60.93 FE;
THCE N 4) DEGRES 33 MINTE 35 SECONDS W, 24.26 FEET TO THE TRUE

209

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,.

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.. N
Debtor: Secur Par:

ø
UI
Ð

..

STT Entese, Inc., a Caiforna corporaon
BP Wes Coat Prducts LLC, a Delawae limited liabilty

CD

Ci C!

S

compay
SCHEDULE 2

N

DESCRION OF PERSONAL PROPERTY
(a) All perona propert (including wjthout limitaon,. all goos, supplies,
equipment, pipe, gasJine dins, tmerg storae ta, futu, fushigs,

, .hef.1Iui an--mter-ør-ri-whcb"rs -now or11etedoëã on ÕÕ iiffxeci"to
th Rea Prpey ot' the Improvements or us in the operation, use or ocpacy theef

fixts, mahinery, inventory, and conscton mates) in whch Trur now or
or the constnon of any Imprvements thereon, togeter with any inte of

Trur in and to pena prope wfch is lea or subjec to any supeor sety interst and
kid or chacte, relatng to the Real Prpery, Imprvements, or such peona prope;

all boks, reord, leases and other ageements, docents, an inscnts of whaver
(b) All fees, income, rents, isues, profits, ea, reipt, royalties, an revenues which, af the date hereof and whle any porton of th Obligations reais

und or unpeonned, may accrue from such pena propert or any pa therf or

frm the Re Proper, the Imprvements or any other par of the Trust Esta, or which
may be received or recvable by Trustor frm

any hig, using, let, leaing,

subhing, sublettg, subleain, occupancy, opeon, or us thetf~

(c) AU of Trutor's prnt and futu rights to reeive payments of money, servce, or propert frm or thugh the Re Prpert or Improvements including

without liitation, righ to all depsits frm teants of the Real Proper or
Improvement acunts and other acunts reivable, depsit acunts, chattl pape,
note dm. contrct rights, inents, gener intagib(es, and pnncipa, inte and
payments due on account òf goo sold or leaed seces rendere, loan mae or crt

extnded togeter with title to or interest in all agents documents, and instents

evidencing, seg or guing th sa, afectig or arsing frm or thugh the
Rea Prper or the Imrovements;
(d) All other intagible prope and rights relatig to the Rea Prpert, the

Improvements, the peona property desbe in PlIph (a) above or the operon,

occupcy, or us thereof, including, without limitation, to the extent assignble, an

goveren and non.govcnenta pets, licese, and approvaJs relatng to
opera or known, all rights to ca on business under any such nams, or any varant therf, all trade nam and trdear, relating in any way to the Rea Proper or the Improvements, and all good will in any way relatig to the Rea Propert or the

conson on or operaon, ocupany, or us of the Rea Prpe or Improvements all naes under or by wwch the Rea Propey or Improvements may at any tie be

Improvements;

210
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.,

m ..
CD
GG GG
the Improvements. th Persona Propert, and the other pas of

UI ID

NN

..

(e) Trutor's rights under all ince policies covering the Rea Prpert, the Tru Estae and any

'"
Ð

and an proceds loss payments and preium refups payable regaing the sae;

Prope: '
(g) All wa~r stock relating to the Rea Prope;
Proper, or any other pa of

(f) All rerves. defer payments, deposits, refuds. cost saving, and

payments of any kind relatng to the constcton of any Improvements on th Rea

(b) All causes of aCtion, clai, compenstion, and recoveres for any dme
to, destion of. or condemnon or takg of th Rea Propert, the Improvements, the

,,~..l-~na .~r-~fti. ç..;.p~r~- o.f _ttÇ.",T~..or for..y conveyan in lieu
therf, whethr diect or consuetial, or for any dage or injur to the Rea Prpert,
the Tru Estate:
the bnprovennents, the Perna Prope, or any other pa of the Tru Esta, or for any

loss or diuton in value of the Rea Prpert, the Inprovements, the Peronal

(i) All arhitectu, stctu, mechaica, and engineerg plans and
speifcations prpar for constion of Imprvements or extaction of ail. minra or

grvel wm the Rea Prpe and all stues. data an drwigs related thero; an also all contr and ageements of Trur relatg to the afored plan and speifcaons
or to the afored stes, da and drwigs or to the consction of hnprovemcnts on

or exon of oil, minerals or grvel from the Rea Prope;

G) All sales contrcts enterd into with any pary for the sae of ii or any par
of the Rea Propert, includin, without litaon, all amendments, modficaons

exions and sulements theret, togeter with all seurty, reaton and oth
depsits recived or to be recived by Trur in connection therwith; and

(k) Except for the exces, al pr frm sale or disosition of any of the
aforesaid collatL.

As us in ths Schedle 2. the tenns "Rea Prope", "Improvements", "Perona
Propert" sh have the meangs set fort in the Deed of

Trust to which this Schedule 2

is athed,

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EXHIBIT L TO SECOND AMENDED COMPLAINT

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