1 Mary H. Haas (CSB 149770) Rochelle L.

Wilcox (CSB 197790) 2 DAVIS WRIGHT TREMAINE LLP 865 South Figueroa Street, Suite 2400 3 Los Angeles, California 90017 Telephone (213) 633-6800 4 Facsimile: (213) 633-6899 Email: maryhaas@dwt.com 5 Email: rochellewilcox@dwt.com 6 Attorneys for Plaintiff GENERAL ELECTRIC CAPITAL 7 BUSINESS ASSET FUNDING CORPORATION OF CONNECTICUT, successor-in-interest to 8 GENERAL ELECTRIC CAPITAL BUSINESS ASSET FUNDING CORPORATION 9 10 11 IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF RIVERSIDE ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Case No.: INC 10000581 STIPULATION AND [PROPOSED] ORDER DISCHARGING THE RECEIVER, APPROVING THE RECEIVERS FINAL ACCOUNTING AND REPORT AND EXONERATING BONDS Date: N/A Time: N/A Dept: 2H

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12

13 GENERAL ELECTRIC CAPITAL BUSINESS ASSET FUNDING 14 CORPORATION OF CONNECTICUT, successor-in-interest to GENERAL ELECTRIC 15 CAPITAL BUSINESS ASSET FUNDING CORPORATION, 16 Plaintiff, 17 v. 18 21st CENTURY OIL-CATHEDRAL CITY, 19 LLC, a California limited liability company; KEVIN J. SULLIVAN; CATHEDRAL CITY 20 FUELS CO., a California corporation; AHMAD ZAKI, and DOES 1 through 100, 21 Defendants. 22 23 24 25 26 27 28
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GE v. 21st Century Stipulation Discharging Receiver; Approving Final Accounting; Exonerating Bonds DWT 18921789v1 0090756-000032

Plaintiff General Electric Capital Business Asset Funding Corporation of Connecticut

2 (BAFCT) successor-in-interest to General Electric Capital Business Asset Funding Corporation 3 (BAF) on the one hand and Defendants 21st Century Oil-Cathedral City, LLC (21st 4 CENTURY), Kevin J. Sullivan (SULLIVAN) and Cathedral City Fuels Co., LLC 5 (CATHEDRAL CITY FUELS) (collectively 21st CENTURY PARTIES), on the other hand, 6 along with AHMAD ZAKI (ZAKI), hereby stipulate to approval of the Amended Receivers 7 Final Account and Report and Application to Fix Fees of Receiver, Disburse Funds, Exonerate 8 Bond and Discharge Receiver dated November 28, 2011 (the Final Report), and request that 9 the Court enter its Order, as follows: 10 1. That the Receiver, Burdette M. Garvin, has complied with the Order Appointing

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11 Receiver herein and has satisfactorily completed all of his duties except such matters as will be 12 concluded after the hearing on this Motion; 13 14 2. 3. That the Final Report and Accounting of the Receiver are approved; That the final fees and expenses of the Receiver and his counsel as forth in the

15 Final Report are approved; 16 4. That the Receiver be paid $30,378.87 as compensation for his services performed

17 and expenses incurred in this matter, to be paid as follows: 18 19 20 21 22 5. (a) That the receiver be authorized to disburse to himself the following

amounts: (1) funds on deposit in the amount of $22,579.77; and (2) funds due seller in the amount of $2,799.10; (b) That BAF pay the receiver $5,000.00.

That the Receiver and his other professionals be authorized to abandon and/or

23 destroy any and all business records relating to the receivership or to this action that are in their 24 possession, control or custody, if not claimed by a party entitled thereto, in writing, within one 25 hundred twenty (120) days of entry of the Order. Any party claiming such records must pay for 26 all costs of taking possession of and delivery of such records; 27 28 6. 7. That the receivership be terminated; That the Receiver be discharged from his official duties, and the Receiver, his
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GE v. 21st Century Stipulation Discharging Receiver; Approving Final Accounting; Exonerating Bonds DWT 18921789v1 0090756-000032

1 bond, sureties, accountants, attorneys, employees and agents, and each of them, be fully 2 exonerated from all liability as provided by law and in furtherance thereof, all persons and entities 3 be enjoined and restrained from commencing or prosecuting any action or proceeding against the 4 Receiver on account of debts, claims and obligations of the receivership; 5 8. That the Receiver not be liable in any manner for any outstanding obligations and

6 debts of the Receivership Estate, known or unknown. That the Receiver not be liable to any 7 taxing authority or any person or entity; 8 9. That the Court reserve exclusive jurisdiction over any claim or claims that may be

9 asserted against the Receiver or his professionals for their respective services herein and all issues 10 that were a part of the subject matter of the receivership and this Order, or that have arisen or may

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11 arise therefrom; 12 /// 13 /// 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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GE v. 21st Century Stipulation Discharging Receiver; Approving Final Accounting; Exonerating Bonds DWT 18921789v1 0090756-000032

10.

That this Order be effective immediately and without regard to notice of

2 performance of any of the foregoing orders. 3 IT IS SO STIPULATED, AND THE PARTIES REQUEST THAT THE COURT SO 4 ORDER. 5 6 7 8 9 10 By: Rochelle L. Wilcox Attorneys for Plaintiff GENERAL ELECTRIC CAPITAL BUSINESS ASSET FUNDING CORPORATION OF CONNECTICUT, successor-in-interest to GENERAL ELECTRIC CAPITAL BUSINESS ASSET FUNDING CORPORATION Dated January ____, 2012. DAVIS WRIGHT TREMAINE LLP

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11 12 13 Dated January ____, 2012. 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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KIRBY & McGUINN, A.P.C. By: Dean T. Kirby, Jr. Attorneys for Defendants 21ST CENTURY OIL-CATHEDRAL CITY, LLC; CATHEDRAL CITY FUELS CO., LLC and KEVIN J. SULLIVAN

Dated January ____, 2012. By: Ahmad Zaki

GE v. 21st Century Stipulation Discharging Receiver; Approving Final Accounting; Exonerating Bonds DWT 18921789v1 0090756-000032

1 2 1.

ORDER The Receiver, Burdette M. Garvin, has complied with the Order Appointing

3 Receiver herein and has satisfactorily completed all of his duties except such matters as will be 4 concluded after the hearing on this Motion; 5 6 2. 3. The Final Report and Accounting of the Receiver are approved; The final fees and expenses of the Receiver and his counsel as forth in the Final

7 Report are approved; 8 4. The Receiver shall be paid $30,378.87 as compensation for his services performed

9 and expenses incurred in this matter, which shall be paid as follows: 10 (a) The receiver is authorized to disburse to himself the following amounts:

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11 12 13 14

(1) funds on deposit in the amount of $22,579.77; and (2) funds due seller in the amount of $2,799.10; (b) 5. BAF shall pay the receiver $5,000.00.

The Receiver and his other professionals are authorized to abandon and/or destroy

15 any and all business records relating to the receivership or to this action that are in their 16 possession, control or custody, if not claimed by a party entitled thereto, in writing, within one 17 hundred twenty (120) days of entry of the Order. Any party claiming such records must pay for 18 all costs of taking possession of and delivery of such records; 19 20 6. 7. The receivership is hereby terminated; The Receiver is hereby discharged from his official duties, and the Receiver, his

21 bond, sureties, accountants, attorneys, employees and agents, and each of them, are fully 22 exonerated from all liability as provided by law and in furtherance thereof, all persons and entities 23 are enjoined and restrained from commencing or prosecuting any action or proceeding against the 24 Receiver on account of debts, claims and obligations of the receivership; 25 8. The Receiver shall not be liable in any manner for any outstanding obligations and

26 debts of the Receivership Estate, known or unknown. The Receiver shall not be liable to any 27 taxing authority or any person or entity, including but not limited to any persons or entities upon 28 whom notice of the Motion was served, based on the Receiver having given notice of the hearing
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GE v. 21st Century Stipulation Discharging Receiver; Approving Final Accounting; Exonerating Bonds DWT 18921789v1 0090756-000032

1 on this Motion to said parties; 2 9. This Court reserves exclusive jurisdiction over any claim or claims that may be

3 asserted against the Receiver or his professionals for their respective services herein and all issues 4 that were a part of the subject matter of the receivership and this Order, or that have arisen or may 5 arise therefrom; 6 10. This Order is effective immediately. Notice of performance of any of the foregoing

7 orders is not required to make this Order effective. 8 9 10 DATED: _______________, 2012 The Honorable Judge Randall D. White Judge of the Superior Court IT IS SO ORDERED.

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GE v. 21st Century Stipulation Discharging Receiver; Approving Final Accounting; Exonerating Bonds DWT 18921789v1 0090756-000032