U.S. Bank Trust National Association v. Qualoxio Investments LLC

IN THE DISTRICT COURT WITHIN AND FOR OKLAHOMA COUNTY STATE OF OKLAHOMA U.S. BANK TRUST NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE FOR DETERMINATION MORTGAGE TRUST, Plaintiff, vs. QUALOXIO INVESTMENTS LLC; SYED RIZWAN MUHAMMAD RIZVI; SALEEMA FATIMA; SCOTT ROYAL SMITH, TRUSTEE OF THE 7202 SE 15TH STREET TRUST; STATE OF OKLAHOMA EX REL., OKLAHOMA TAX COMMISSION; OCCUPANTS OF THE PREMISES, IF ANY Defendants. PETITION Comes now the Plaintiff and for its cause of action against the Defendant above named, alleges and states: 1. That the Plaintiff was at all times hereinafter mentioned, and now is, a National Association, duly organized, existing and authorized to bring this action. That the defendant, Qualoxio Investments LLC, is claiming some right, title or interest in and to the subject property, but that any right, title, lien, estate, encumbrance, claim, assessment or interest, either in law or in equity which said defendant, may have or claim to have is subsequent, junior and inferior to the first mortgage lien of the Plaintiff. That the defendant, Scott Royal Smith, Trustee of the 7207 SE 15th Street Trust, is claiming some right, title or interest in and to the subject property, but that any right, title, lien, estate, encumbrance, claim, assessment or interest, either in law or in equity which said defendant, may have or claim to have is subsequent, junior and inferior to the first mortgage lien of the Plaintiff. That the defendant, Syed Rizwan Muhammad Rizvi, is claiming some right, title or interest in and to the subject property, but that any right, title, lien, estate, encumbrance, claim, assessment or interest, either in law or in equity which said defendant, may have or claim to have is subsequent, junior and inferior to the first mortgage lien of the Plaintiff. That the defendant, Saleema Fatima, is claiming some right, title or interest in and to the subject property, but that any right, title, lien, estate, encumbrance, claim, assessment or interest, either in law or in equity which said defendant, may have or claim to have is subsequent, junior and inferior to the first mortgage lien of the Plaintiff. That the defendant, State of Oklahoma Ex Rel., Oklahoma Tax Commission, is claiming some right, title or interest in and to the subject property, but that any right, title, lien, estate, encumbrance, claim, assessment or interest, either in law or in equity which said defendant, may have or claim to have is subsequent, junior and inferior to the first mortgage lien of the Plaintiff. That the Plaintiff does not know, and with due diligence is unable to ascertain, the true and correct name(s) of the individual(s) occupying the real property, and therefore sues said individual(s) by the name(s) of Occupant(s) of the premises, whose true and correct name(s) are unknown to Plaintiff. That said individual(s) are made party defendant(s) herein to foreclose any right, title, or interest which they may have or claim to have in and to the real estate and premises herein sued upon by reason of their occupancy. 2. That the original maker(s), for a good and valuable consideration, made, executed and delivered to the Payee, a certain written purchase money promissory note; a true authoritative copy of said note is hereto attached, marked Exhibit "A" and made a part hereof by reference. 3. That as a part of the same transaction, and to secure the payment of the note above described and the indebtedness represented thereby, the owner(s) of the real estate hereinafter described, made, executed and delivered to the Payee of said note, a certain purchase money real estate mortgage in writing, and therein and thereby mortgaged and conveyed to said mortgagee the following described real estate situated in Oklahoma County, State of Oklahoma, to-wit: LOT FOURTEEN (14), IN BLOCK ONE (1), OF SPECKMAN HEIGHTS ADDITION, TO MIDWEST CITY, OKLAHOMA COUNTY, OKLAHOMA, ACCORDING TO THE RECORDED PLAT THEREOF; with the buildings and improvements and the appurtenances, (including any modular, manufactured or mobile home located thereon) hereditaments and all other rights thereunto appertaining or belonging, and all fixtures then or thereafter attached or used in connection with said premises. That said mortgage was duly executed and acknowledged according to law, the mortgage tax duly paid thereon, and was filed in the office of the County Clerk of Oklahoma County, Oklahoma, and therein recorded at January 3, 2023, in Book No. 15357, at Page 143, which mortgage and the record thereof is incorporated herein by reference as provided by law. Together with a Guaranty Agreement executed by Syed Rizwan Muhammad Rizvi and Saleema Fatima, herein sued upon; a true and correct copy of said Guaranty Agreement attached as Exhibit "B". 4. That thereafter, for a good and valuable consideration, said note and mortgage were assigned and endorsed to the Plaintiff. That Plaintiff has complied with all of the terms, conditions precedent and provisions of said note and mortgage, and is duly empowered to bring this suit. 5. Said mortgage provides that in addition to and together with the monthly payments of principal and interest as provided in said note, the mortgagor(s) will pay on the first day of each month, installments of taxes, assessments and insurance premiums, if any, relating to said property and said mortgage, agreed to be paid on said note and mortgage by said makers thereof. 6. That said note and mortgage provide that if default be made in the payment of any of the monthly installments, or on failure or neglect to keep or perform any of the other conditions and covenants of the mortgage, that the entire principal sum and accrued interest, together with all other sums secured by said mortgage, shall at once become due and payable, at the option of the holder thereof, and the holder shall be entitled to foreclose said mortgage and recover the unpaid principal thereon and all expenditures of the mortgagee made thereunder, with interest thereon, and to have said premises sold and the proceeds applied to the payment of the indebtedness secured thereby, together with all legal and necessary expense and all costs. 7. That default has been made upon said note and mortgage in that the installments due November 1, 2025, and thereafter have not been paid. 8. That preliminary to the bringing of this action, and as a necessary expense thereof, this Plaintiff caused the abstract of title to be extended and certified to date at a cost of a reasonable amount for title search and examination expenses of a reasonable amount with interest per annum thereon, until paid. 9. That said note and mortgage provide that in case of a foreclosure of said mortgage and as often as any proceedings shall be taken to foreclose the same, the makers will pay an attorney's fee as therein provided, and that the same shall be a further charge and lien on said premises. 10. That after allowing all just credits there is due to Plaintiff on said note and mortgage the sum of $111,137.55, with 9.75% interest per annum thereon from October 1, 2025, until paid; said abstract expense of a reasonable amount with interest thereon, until paid; title search and examination expenses of a reasonable amount with interest per annum thereon, until paid; and a reasonable attorney's fee, and for all costs of this action; and for all charges due under the terms of the note and mortgage, and for such sums as may have been advanced since default on the indebtedness herein sued upon or may be hereafter advanced or incurred by Plaintiff through completion of this action, including taxes, recording fees, assessments, hazard insurance premiums, expenses reasonably necessary for the preservation of the subject property, or of the priority of Plaintiff's first mortgage lien, and further including costs, expenses and attorneys fees incurred in any bankruptcy instituted by any party defendant and all expenses, costs and attorneys fees of execution and sale, including poundage upon sale and that said amounts are secured by said mortgage and constitute a first, prior and superior lien upon the real estate and premises above described. 11. That said mortgage specifically provides that appraisement of said property is expressly waived or not waived at the option of the mortgagee. 12. Plaintiff further alleges as follows: (a) That there appears of record in the office of the County Clerk of Oklahoma County, Oklahoma, a Tax Warrant No. 406536192, entitled Oklahoma Tax Commission vs. Scott Smith, in the amount of $827.70, filed April 21, 2016, in Book 13099, Page 1725. (b) That there appears of record in the office of the County Clerk of Oklahoma County, Oklahoma, a Tax Warrant No. 414550016, entitled Oklahoma Tax Commission vs. Scott Smith, in the amount of $409.00, filed October 18, 2022, in Book 15297, Page 1477. (c) That there appears of record in the office of the County Clerk of Oklahoma County, Oklahoma, a Quit Claim Deed whereby Qualoxio Investments LLC, conveyed all of their right, title and interest in and to the subject property to Scott Royal Smith, Trustee of the 7207 SE 15th Street Trust, dated December 7, 2023, filed April 3, 2024, in Book 15715, Page 416. That the defendants, Qualoxio Investments LLC; Syed Rizwan Muhammad Rizvi; Saleema Fatima; Scott Royal Smith, Trustee of the 7202 SE 15th Street Trust; State of Oklahoma Ex Rel., Oklahoma Tax Commission; Occupants of the Premises, if any, may be claiming some right, title, lien, estate, encumbrance, claim, assessment or interest in or to the real estate and premises involved herein adverse to the Plaintiff, which constitutes a cloud upon the title of Plaintiff, but that any right, title, lien, estate, encumbrance, claim, assessment or interest, either in law or in equity which said defendants, or any or either of them may have or claim to have, is subsequent, junior and inferior to the first mortgage lien of the Plaintiff. That Scott Smith is one and the same person as Scott Royal Smith, Trustee of the 7207 SE 15th Street Trust, Defendant herein. That said interest or claims arising by reason of the foregoing facts and circumstances, as well as any other right, title or interest which the defendants named herein, or any or either of them have or claim to have, in or to said real estate and premises is subsequent, junior and inferior to the mortgage and lien of the Plaintiff. 13. In accordance with the Fair Debt Collection Practices Act, Title 15 U.S.C.A. Sec.1692(g), if applicable, unless the person or entity responsible for the payment of the above debt, within thirty days after receipt of this notice, disputes the validity of the debt, or any portion thereof, the debt will be assumed to be valid; and if said person or entity notifies the undersigned attorney for Plaintiff in writing within said thirty day period that the debt, or any portion thereof, is disputed, said attorney will obtain verification of the debt and a copy of such verification will be mailed to said person or entity by the undersigned attorney for Plaintiff; and upon written request by you within the thirty day period, the undersigned attorney for Plaintiff will provide the name and address of the original creditor, if different from the current creditor. WHEREFORE, Plaintiff prays judgment against Qualoxio Investments LLC, Syed Rizwan Muhammad Rizvi and Saleema Fatima, in the sum of $111,137.55, with 9.75% interest per annum thereon from October 1, 2025, until paid; abstract expense of a reasonable amount, with interest thereon, until paid; title search and examination expenses of a reasonable amount with interest per annum thereon, until paid; and a reasonable attorney's fee, and for all costs of this action; and for all charges due under the terms of the note and mortgage, and for such sums as may have been advanced since default on the indebtedness herein sued upon or may be hereafter advanced or incurred by Plaintiff through completion of this action, including taxes, recording fees, assessments, hazard insurance premiums, expenses reasonably necessary for the preservation of the subject property, or of the priority of Plaintiff's first mortgage lien, and further including costs, expenses and attorneys fees incurred in any bankruptcy instituted by any party defendant and all expenses, costs and attorneys fees of execution and sale, including poundage upon sale, on any judgment hereafter entered in this cause, including poundage upon sale, and for all costs of this action. And for a further judgment against all of the Defendants in and to this cause adjudging: That all of the Defendants herein be required to appear and set forth any right, title, claim or interest which they have, or may have, in and to said real estate and premises; and That said mortgage be foreclosed and that the same be declared a valid first, prior and superior lien upon the real estate hereinbefore described, for and in the amounts above set forth, and ordering said real estate and premises sold, for cash, with or without appraisement, as the Plaintiff may elect at the time judgment is entered as provided in said mortgage and by law, subject to unpaid taxes, advancements by Plaintiff for taxes, insurance premiums, or expenses necessary for the preservation of the subject property, if any, to satisfy said judgment, and that the proceeds arising therefrom be applied to the payment of the costs herein, and the payments and satisfaction of the judgment, mortgage and lien of this Plaintiff, and that the surplus, if any, be paid into Court to abide the further order of the Court. That should the proceeds of sale be insufficient to pay the Plaintiff's judgment and upon application of Plaintiff and hearing, a deficiency judgment be awarded to Plaintiff against such Defendants as may be personally liable therefor, all as provided by law. That all right, title and interest of said Defendants, and each of them, if any, in and to said real estate, be adjudged subject, junior and inferior to the mortgage lien and judgment of this Plaintiff, and that upon confirmation of such sale, the Defendants herein, and each of them, and all persons claiming by, through or under them since the commencement of this action, be forever barred, foreclosed and enjoined from asserting or claiming any right, title, interest, estate or equity of redemption in or to said premises, or any part thereof; That this Plaintiff have such other and further relief as may be just and equitable. Signed and dated this 11th day of March, 2026. LAMUN MOCK CUNNYNGHAM & DAVIS, P.C. ATTORNEYS' LIEN CLAIMED. Kelly M. Parker, OBA#22673 LAMUN MOCK CUNNYNGHAM & DAVIS, P.C. 5621 N. Classen Blvd. Oklahoma City, OK 73118 (405) 840-5900 Fax (405) 842-3132 [email protected] Attorney for Plaintiff NOTE December 29, 2022 [Date] irvine, [City] California [State] 7202 SouthEast 18th Street, Midwest City, OK 73110 [Property Address] 1. BORROWER'S PROMISE TO PAY In return for a loan that I have received, I promise to pay U.S. $113,126.00 (this amount is called "Principal"), plus interest, to the order of the Lender. The Lender is American Heritage Lending, LLC. I will make all payments under this Note in the form of cash, check or money order. I understand that the Lender may transfer this Note. The Lender or anyone who takes this Note by transfer and who is entitled to receive payments under this Note is called the "Note Holder." 2. INTEREST Interest will be charged on unpaid principal until the full amount of Principal has been paid. I will pay interest at a yearly rate of 9.750%. The interest rate required by this Section 2 is the rate I will pay both before and after any default described in Section 6(B) of this Note. 3. PAYMENTS (A) Time and Place of Payments I will pay principal and interest by making a payment every month. I will make my monthly payment on the 1st day of each month beginning on February 1, 2023. I will make these payments every month until I have paid all of the principal and interest and any other charges described below that I may owe under this Note. Each monthly payment will be applied as of its scheduled due date and will be applied to interest before Principal. If, on January 1, 2053, I still owe amounts under this Note, I will pay those amounts in full on that date, which is called the "Maturity Date." I will make my monthly payments at 19800 MacArthur Blvd, Suite 950 Irvine, CA 92612 or at a different place if required by the Note Holder. (B) Amount of Monthly Payments My monthly payment will be in the amount of U.S.: $971.93. 4. BORROWER'S RIGHT TO PREPAY I have the right to make payments of Principal at any time before they are due. A payment of Principal only is known as a "Prepayment." When I make a Prepayment, I will tell the Note Holder in writing that I am doing so. I may not designate a payment as a Prepayment if I have not made all the monthly payments due under the Note. I may make a full Prepayment or partial Prepayments without paying a Prepayment charge. The Note Holder will use my Prepayments to reduce the amount of Principal that I owe under this Note. However, the Note Holder may apply my Prepayment to the accrued and unpaid interest on the Prepayment amount, before applying my Prepayment to reduce the Principal amount of the Note. If I make a partial Prepayment, there will be no changes in the due date or in the amount of my monthly payment unless the Note Holder agrees in writing to those changes. 5. LOAN CHARGES If a law, which applies to this loan and which sets maximum loan charges, is finally interpreted so that the interest or other loan charges collected or to be collected in connection with this loan exceed the permitted limits, then: (a) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collected from me which exceeded permitted will be refunded to me. The Note Holder may choose to make this refund by reducing the Principal I owe under this Note or by making a direct payment to me. If a refund reduces Principal, the reduction will be treated as a partial prepayment. 6. BORROWER'S FAILURE TO PAY AS REQUIRED (A) Late Charge for Overdue Payments If the Note Holder has not received the full amount of any monthly payment by the end of 15 calendar days after the date it is due, I will pay a late charge to the Note Holder. The amount of the charge will be 5.000 % of my overdue payment of principal and interest. I will pay this late charge promptly but only once on each late payment. (B) Default If I do not pay the full amount of each monthly payment on the date it is due, I will be in default. (C) Notice of Default If I am in default, the Note Holder may send me a written notice telling me that if I do not pay the overdue amount by a certain date, the Note Holder may require me to pay immediately the full amount of Principal which has not been paid and all the interest that I owe on that amount. That date must be at least 30 days after the date on which the notice is mailed to me or delivered by other means. (D) No Waiver By Note Holder Even if, at a time when I am in default, the Note Holder does not require me to pay immediately in full as described above, the Note Holder will still have the right to do so if I am in default at a later time. (E) Payment of Note Holder's Costs and Expenses If the Note Holder has required me to pay immediately in full as described above, the Note Holder will have the right to be paid back by me for all of its costs and expenses in enforcing this Note to the extent not prohibited by applicable law. Those expenses include, for example, reasonable attorneys' fees. 7. GIVING OF NOTICES Unless applicable law requires a different method, any notice that must be given to me under this Note will be given by delivering it or by mailing it by first-class mail to me at the Property Address above or at a different address if I give the Note Holder a notice of my different address. Any notice that must be given to the Note Holder under this Note will be given by delivering it or by mailing it by first-class mail to the Note Holder at the address stated in Section 3(A) above or at a different address if I am given a notice of that different address. 8. OBLIGATIONS OF PERSONS UNDER THIS NOTE If more than one person signs this Note, each person is fully and personally obligated to keep all of the promises made in this Note, including the promise to pay the full amount owed. Any person who is a guarantor, surety or endorser of this Note is also obligated to do these things. Any person who takes over these obligations, including the obligations of a guarantor, surety or endorser of this Note, is also obligated to keep all of the promises made in this Note. The Note Holder may enforce its rights under this Note against each person individually or against all of us together. This means that any one of us may be required to pay all of the amounts owed under this Note. 9. WAIVERS I and any other person who has obligations under this Note waive the rights of Presentment and Notice of Dishonor. "Presentment" means the right to require the Note Holder to demand payment of amounts due. "Notice of Dishonor" means the right to require the Note Holder to give notice to other persons that amounts due have not been paid. 10. UNIFORM SECURED NOTE This Note is a uniform instrument with limited variations in some jurisdictions. In addition to the protections given to the Note Holder under this Note, a Mortgage, Deed of Trust, or Security Deed (the "Security Instrument"), dated the same date as this Note, protects the Note Holder from possible losses which might result if I do not keep the promises which I make in this Note. That Security Instrument describes how and under what conditions I may be required to make immediate payment in full of all amounts I owe under this Note. Some of those conditions are described as follows: If all or any part of the Property or any interest in the Property is sold or transferred (or if Borrower is not a natural person and a beneficial interest in Borrower is sold or transferred) without Lender's prior written consent, Lender may require immediate payment in full of all sums secured by this Security Instrument. However, this option shall not be exercised by Lender if such exercise is prohibited by Applicable Law. If Lender exercises this option, Lender shall give Borrower notice of acceleration. The notice shall provide a period of not less than 30 days from the date the notice is given in accordance with Section 15 within which Borrower must pay all sums secured by this Security Instrument. If Borrower fails to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borrower. WITNESS THE HAND(S) AND SEAL(S) OF THE UNDERSIGNED. (Seal) QUALOXIO INVESTMENTS LLC - SYED RIZWAN MUHAMMAD RIZVI - MANAGING MEMBER Lender: American Heritage Lending, LLC. NMLS ID: 93735 Broker: Beeline Loans, Inc. NMLS ID: 1799947 Loan Originator: Chelsea Noel Dougherty Harkert NMLS ID: 2167790 PAY TO THE ORDER OF: WITHOUT RECOURSE • American Heritage Lending, LLC., a Delaware Limited Liability Company BY: ____________________________ Veronica R. Benitez, Manager, Post Closing Justin Smith, President [Sign Original Only] GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Agreement”) dated this 12/29/2022 made by SYED RIZWAN MUHAMMAD RIZVI & SALEEMA FATIMA, as listed on the Signature Page (“Guarantor”), for the benefit of American Heritage Lending, LLC having a mailing address of 19800 MacArthur Blvd, Suite 950, Irvine CA 92612 (“Lender”). Background WHEREAS, QUALOXIO INVESTMENTS LLC, A WASHINGTON LIMITED LIABILITY COMPANY (“Borrower”) and Lender have executed a Promissory Note of even date herewith (the “Note”) in the sum of $113,126.00 (the “Loan”). The Loan is secured by, inter alia, that certain Security Instrument (the “Security Instrument”), executed by Borrower in favor of Lender, and encumbering certain real property and any improvements thereon WHEREAS, as a condition of making the Loan, Lender is requiring this Agreement to be executed, and the making of the Loan to Borrower by Lender is of material benefit to Guarantor. In order to induce Lender to make the Loan evidenced by the Note for the benefit of Borrower, Guarantor is willing to guarantee and become surety for the performance by Borrower of its obligations under the Loan Documents, as more particularly described herein. This Agreement, the Note, the Security Instrument, and any other document executed and delivered in connection with the Loan (as same from time to time may be amended, restated, and extended) are sometimes individually referred to herein as a “Loan Document” or collectively as the “Loan Documents”). CAPITALIZED TERMS WHICH ARE NOT OTHERWISE DEFINED IN THIS AGREEMENT SHALL HAVE THE SAME MEANING AS SET FORTH IN THE LOAN DOCUMENTS. Agreement NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Guarantor hereby agrees as follows: 1. Guarantor hereby irrevocably, unconditional and absolutely guarantees to Lender and becomes surety for (a) the prompt payment of the principal sum due to Lender from Borrower under the Note at any time and from time to time, together with all interest thereon, (b) the prompt payment of all other sums due to Lender under the terms of the Note and the other Loan Documents and (c) the prompt and complete compliance with and performance by Borrower of all representations, warranties, covenants, agreements and other obligations to Lender under the terms of any and all of the Loan Documents (the payment, compliance and performance obligations hereinabove guaranteed by Guarantor are hereafter collectively referred to as the “Guaranteed Obligations”). 2. This Agreement is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Agreement shall remain in full force and effect until all of the Guaranteed Obligations are fully, finally, and irrevocably paid, complied with and performed, and shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Lender (or compliance with, or performance of, the Guaranteed Obligations is rescinded) upon the insolvency, bankruptcy, or reorganization of Borrower or otherwise, all as though such payment, compliance or performance had not been made or tendered. This Agreement may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Agreement shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs). The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Agreement may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note. Guarantor shall be liable for all of the Guaranteed Obligations. 3. If an Event of Default occurs under any of the Loan Documents and continues beyond any applicable notice and grace periods set forth therein, Guarantor shall immediately pay, comply with, and perform such of the Guaranteed Obligations as Lender shall direct, irrespective of whether the Guaranteed Obligations directed by Lender to be paid, complied with and performed by Guarantor are those which give rise to the Event of Default. 4. If an Event of Default occurs under any of the Loan Documents and continues beyond any applicable notice and grace period set forth therein, Lender shall have the right to require Guarantor to pay, comply with and perform the Guaranteed Obligations and shall have the right to proceed immediately against Guarantor for such payment, compliance and performance without being required to make any demand upon or bring any proceeding or take any other action of any kind against Borrower, any guarantor under any other guaranty, or any other person or entity in connection with any of the Loan Documents, or resort to or seek to realize upon the security held by Lender, as a condition precedent to bringing an action upon this Agreement against Guarantor, the liability of Guarantor hereunder being a primary obligation of Guarantor and independent of and separate from the liability of Borrower. This Agreement shall be deemed an agreement of suretyship. 5. If an Event of Default occurs under any of the Loan Documents and continues beyond any applicable notice and grace periods set forth therein, Lender may, and is hereby authorized at any time and from time to time, without notice to Guarantor (any such notice being expressly waived by Guarantor and to the fullest extent permitted by law, to set off and apply any and all deposits, general or special, time or demand, provisional or final, at any time held and other indebtedness at any time owing by Lender to or for the credit or the account of Guarantor, against any and all obligations of Guarantor now or hereafter existing under this Agreement, irrespective of whether or not Lender shall have made any demand under this Agreement and although such obligations may be contingent or un-matured. Lender agrees to notify Guarantor after such setoff and application made by Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. 6. Until all of the Guaranteed Obligations are completely fulfilled to the satisfaction of Lender and each and every one of the terms, covenants, and conditions of this Agreement are fully performed, the liability of Guarantor under this Agreement shall in no way be released or affected by: (a) any act or circumstance which might, but for this paragraph, be deemed a legal or equitable discharge of any guarantor or surety, or (b) reason of the alteration, extension, modification, endorsement, release or waiver of any Loan Document or any of the terms, covenants and conditions contained in any Loan Document, or (c) reason of any waiver, extension, modification, forbearance or delay or other act or omission of Lender or its failure to proceed promptly or otherwise with respect to the Guaranteed Obligations or this Agreement, or (d) the commencement, existence or completion of any proceeding against Borrower or otherwise related to the collection and enforcement of the Guaranteed Obligations, or (e) reason of any action taken or omitted or circumstance which might vary the risk or affect the rights or remedies of Guarantor with respect to the Guaranteed Obligations or this Agreement. Guarantor hereby expressly waives and surrenders any defenses to its liability hereunder based upon any of the foregoing acts, omissions, agreements, or waivers of Lender, it being the purpose and intent of the parties hereto that the obligations of Guarantor hereunder are absolute and unconditional. 7. Guarantor hereby irrevocably waives any notice of any compromise, forbearance, indulgence, amendment, modification, endorsement, extension, or renewal of any of the Guaranteed Obligations or any of the terms, covenants or conditions of any of the Loan Documents. Guarantor further irrevocably waives notice of (i) any loans or advances made by Lender to Borrower, (ii) acceptance of this Agreement, (iii) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Mortgaged Property, (iv) the occurrence of any breach by Borrower or an Event of Default, (v) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (vi) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (vii) protest, proof of non-payment or default by Borrower, (viii) the release of all, or any portion, of the collateral for the Loan, and (ix) any other action at any time take or omitted by Lender and, generally, all demands and notices of every kind in connection with this Agreement, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed. 8. Guarantor consents to all of the terms, covenants, and conditions of all of the other Loan Documents (all of which are hereby incorporated herein) and any other document governing or relating to any of the Guaranteed Obligations. Guarantor represents and warrants that: (a) Guarantor has full power, authority and legal right to execute, deliver and comply with this Agreement, all actions of Guarantor and other authorizations necessary or appropriate for the execution and delivery of and compliance with this Agreement have been taken or obtained and this Agreement constitutes the valid and legally binding obligation of Guarantor enforceable against Guarantor in accordance with its terms. If the Guarantor is not a natural person, Guarantor is duly organized, validly existing and in good standing under the laws of Guarantor’s state of organization and is duly qualified, authorized to do business and in good standing in every other jurisdiction in which it must be qualified. (b) No consent, approval, or other authorization of or by any court, administrative agency, or other governmental authority is required in connection with Guarantor’s execution and delivery of or compliance with this Agreement. (c) The execution and delivery of and compliance with this Agreement by Guarantor will not conflict with or result in a breach of any applicable law, judgment, order, writ, injunction, decree, rule or regulation of any court, administrative agency or other governmental authority, or of any agreement or other document or instrument to which Guarantor is a party, or by which Guarantor or any of Guarantor’s property is bound, and such action by Guarantor will not result in the creation or imposition of any lien, charge or encumbrance upon any property of Guarantor in favor of anyone other than Lender. If the Guarantor is not a natural person, the making and performance of this Agreement will not violate Guarantors Organizational Documents.] (d) There is no action, suit or proceeding pending or, to the knowledge of Guarantor, threatened against or affecting Guarantor before or by any court, administrative agency or other governmental authority, or which brings into question the validity of the transactions contemplated hereby, (e) Guarantor has not applied or consented to the appointment of a receiver, trustee, or liquidator of itself or any of Guarantor’s property, has not admitted in writing Guarantor’s inability to pay debts as they mature, has not made a general assignment for the benefit of creditors, been adjudicated a bankrupt, or insolvent or filed a voluntary petition in bankruptcy, nor has a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, and no action has been taken by Guarantor for the purpose of effecting any of the foregoing. No order, judgment or decree has been entered by any court of competent jurisdiction approving a petition seeking reorganization of Guarantor or all or a substantial part of the assets of Guarantor, or appointing a receiver, sequestrator, trustee, or liquidator of any of Guarantor’s property. (f) Guarantor has received and read all of the Loan Documents and the Loan is and will be of direct interest, benefit, and advantage to Guarantor. (g) All other representations and warranties relating to Guarantor contained in the Loan Documents are true and correct. 9. Guarantor further represents and warrants that Guarantor’s financial statements (the “Financial Statements”) heretofore delivered to Lender are true and correct in all material respects, have been prepared in accordance with GAAP, and fairly represent the financial conditions as of the date thereof and for the periods shown therein; that no Material Adverse Change has thereafter occurred in the financial conditions reflected therein; and that the assets shown on the Financial Statements are wholly owned by Guarantor, and are not jointly owned with any other person or entity except as otherwise stated in the Financial Statements. Guarantor covenants and agrees (a) that Guarantor shall notify Lender promptly of any Material Adverse Change; (b) that Guarantor shall deliver to Lender such financial documentation as set forth in the Loan Documents; (c) that Guarantor shall deliver to Lender such other financial information as Lender from time to time reasonably may request; (c) that Guarantor shall maintain complete and accurate books and records and make them available for inspection by Lender as Lender may reasonably request; and (f) that Guarantor will perform and observe all of the other terms, covenants and agreements set forth in the Loan Documents that are required to be performed or observed by Guarantor as a “Guarantor”, “Borrower Party” or otherwise. 10. Guarantor shall indemnify and hold Lender and the other Indemnified Parties harmless from and against any and all claims, demands, losses, judgments, liabilities, costs or expenses (including, without limitation, reasonable attorneys’ fees and disbursements) which Lender or the other Indemnified Parties may incur arising out of or resulting from any default of Borrower under the Loan Documents, or enforcement or exercise of any right or remedy granted to the Lender under the Loan Documents. 11. Except as otherwise provided in this Agreement or in any of the other Loan Documents, Guarantor hereby consents and agrees to each of the following and agrees that Guarantor’s obligations under this Agreement shall not be released, diminished, impaired, reduced or adversely affected by any suretyship defense and/or any of the following and waives any and all common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following: (a) any notice of Lender's intention to act in reliance on this Agreement or in reliance hereon; (b) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (c) the commencement or prosecution of any enforcement proceeding, proceeding, including any proceeding in any court, against Borrower or any other person or entity with respect to any obligations arising out of the Loan Documents; (d) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender's power or under any other agreement before proceeding against Guarantor hereunder; (e) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (f) any defense based upon an election of remedies by Lender; (g) Borrower or any Guarantor; (h) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (i) any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about the Mortgaged Property, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, if being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Mortgaged Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (j) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (k) any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (l) any lack of commercial reasonableness in dealing with the collateral for the Loan; (m) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (n) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor, if any, or the collateral for the Loan; and (o) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise. 12. Nothing herein contained is intended or shall be construed to give Guarantor any right of subrogation in or under any of the Loan Documents or any right to participate in any way therein, notwithstanding any payments made by the undersigned under this Agreement, any and all such rights of subrogation and participation being hereby expressly, unconditionally and irrevocably waived and released until the Guaranteed Obligations are fully paid to Lender and satisfied. Guarantor hereby further unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligation for any payment made by Guarantor under or in connection with this Agreement or otherwise. 13. This Agreement shall be a continuing, absolute, and unconditional guarantee regardless of the validity, regularity, enforceability, or legality of (a) any of the Guaranteed Obligations, (b) any collateral securing the Guaranteed Obligations, or (c) any term of any document evidencing or relating to any of the Guaranteed Obligations including the Loan Documents. In the event that for any reason one or more of the provisions of this Agreement or their application to any person or circumstance shall be held to be invalid, illegal, or unenforceable in any respect or to any extent, such provisions shall nevertheless remain valid, legal, and enforceable in any such other respects and to such extent as may be permissible. In addition, any such invalidity, illegality or unenforceability shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 14. Any notice or communication required or permitted under this Guaranty must be made in writing and sent by (a) personal delivery, (b) expedited delivery service with proof of delivery, or (c) United States Mail, postage prepaid, registered or certified mail, addressed to such address as Lender or Guarantor may designate in writing and deliver in accordance with this section. Any change of address will be effective on the 2nd Business Day after notice is given pursuant to the terms of this Section. Any notice or communication sent in accordance with this section will be deemed to be given when received if delivered personally, or the next business day if sent by an overnight commercial courier or two days after the date mailed if sent by certified or registered mail. 15. No modification of this Agreement shall be effective unless in writing and signed by Lender and Guarantor. 16. This Agreement shall be binding upon Guarantor and Guarantor's, heirs, executors, trustees, personal representatives, successors, and assigns (as applicable) and shall inure to the benefit of Lender, its successors and assignees. 17. In this Agreement the singular includes the plural and the plural the singular; references to statutes are to be construed as including all statutory provisions consolidating, amending, or replacing the statute referred to; the word "or" shall be deemed to include "and/or", the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; references to "attorneys' fees" shall be deemed to be followed by the words "and disbursements"; and references to sections or exhibits are to those of this Agreement unless otherwise indicated. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. 18. This Agreement shall be construed in accordance with and governed in all respects by the laws of the California without giving effect to principles governing conflicts of laws. 19. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW GUARANTOR HEREBY AGREES NOT TO ELECT A TRAIL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRAIL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT, THE NOTE, THE SECURITY INSTRUMENT, THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITHE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE, LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR. 20. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signatures of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereto and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages. IF MORE THAN ONE GUARANTOR IS A SIGNATORY TO THIS AGREEMENT, THE LIABILITY OF EACH GUARANTOR SHALL BE JOINT AND SEVERAL. [Signature Page to Follow] IN WITNESS WHEREOF, Guarantor has executed this Agreement as of the day and year first above written. GUARANTOR(S): By: _______________________________ Name: SYED RIZWAN MUHAMMAD RIZVI By: ______________________________________ Name: SALEEMA FATIMA By:____________________________________ Name: By:____________________________________ Name: By:____________________________________ Name: A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA IS Washington ) COUNTY OF Snohomish ) SS. On 29 Dec 2022 before me, PREETHI CHANDRAN Notary Public, personally appeared SYEDRIZWAN MUHAMMADRIZVI AND SALEEMAFATIMA who 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 his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ____________________________ PREETHI CHANDRAN Notary Public State of Washington License Number 20100824 My Commission Expires October 18, 2023