First Security Bank & Trust Company v. Adcon Rental Services LLC

IN THE DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHOMA FIRST SECURITY BANK & TRUST COMPANY, Plaintiff, vs. ADCON RENTAL SERVICES LLC, RAPHAEL N. ADUA Defendant. Case No. CJ-2026-1141 PETITION COMES NOW, Plaintiff, First Security Bank & Trust Company ("FSB") and hereby submits this Petition asserting its claims and demands against Defendants ADCON RENTAL SERVICES LLC and Raphael N. Adua. In support of this Petition, FSB alleges and states as follows: I. PARTIES AND JURISDICTION 1. FSB is an Oklahoma state-chartered bank which its principal place of business in Oklahoma County, State of Oklahoma. 2. ADCON RENTAL SERVICES LLC (hereafter "Defendant") is an Oklahoma limited liability company with its principle place of business in Oklahoma County, Oklahoma. 3. Raphael N. Adua (hereafter "Guarantor") is an individual believed to reside in Oklahoma County, State of Oklahoma and which is the individual guarantor of the Loan to the Defendant, ADCON Rental Services, LLC. 4. The property which is the subject of certain causes of action herein is believed to be located in Oklahoma County, Oklahoma. 5. Accordingly, this Court has jurisdiction over the parties and subject matter of this case and venue is proper in Oklahoma County, Oklahoma pursuant to OKLA. STAT. tit. 12, § 132. II. STATEMENT OF FACTS 6. On or about September 26, 2024, for good and valuable consideration, Defendant executed and delivered to FSB a certain promissory note (the “Note”) payable to FSB in the original principal amount of $53,408.07 and with maturity date of October 10, 2028. A true and correct copy of the Note is attached hereto as Exhibit 1. 7. Pursuant to the terms of the Note, Defendant agreed to make monthly payments in the amount of One-Thousand Three-Hundred Thirty-Eight and NO/100 Dollars ($1,338.00) per month for forty-seven (47) monthly payments followed by one (1) final payment at maturity of One-Thousand Two-Hundred Seventy-Four and 31/100 Dollars ($1,274.31). The Note carried an interest rate of nine percent (9.00%) per annum. 8. As security for the loan, the Note provided for certain personal property which the Bank obtained a security interest therein (the “Property”). The specific Property which is listed as security for the Note is as follows: 2019 MERZ S, VIN# WDDUG8G83KA459139 FSB perfected its interest in the Property by having its lien placed on the face of the Certificate of Title on December 10, 2024. See Certificate of Title attached as Exhibit 4. 9. Defendant failed to make its monthly payments pursuant to the terms of the Note on or about December 10, 2025, and has failed since that date to make any of the required payments thereunder. 10. On or about January 21, 2025, the Bank delivered to the Defendant a Demand for Payment, therein informing the Defendant that the Loan was past due in the amount of $2,876.70 as of January 21, 2025, and included late fees in the amount of $200.70 as of that same date. A true and correct copy of the Demand Letter is attached hereto as Exhibit 2. 11. Defendant has failed to make the required payments when due under the terms of the Note and failed to bring the same current as demanded. 12. As a result of the failure to make his regular monthly payments on the Note, Defendant is in default under the terms of the Note and any extensions thereto. III. CAUSES OF ACTION FIRST CAUSE OF ACTION – BREACH OF PROMISSORY NOTE 13. FSB hereby re-adopts and re-alleges each and every allegation contained in paragraphs one (1) through twelve (12) of this Petition as if fully set forth herein, and as its First Cause of Action against Defendant, FSB further alleges and states as follows: 14. Without limitation, Defendant defaulted on the Note by failing to pay certain monthly payments when due. 15. As of February 4, 2026, there was due and owing from Defendant to FSB under the Note the sum of Forty-Eight Thousand Eight Hundred Sixty-Six and 44/100 Dollars ($48,866.44), together with accrued interest in the amount of Three-Thousand Three and 09/100 Dollars ($3,003.09), interest accruing on the unpaid principal balance after February 28, 2026, at the rate of nine percent (9.00%) per annum ($12.22 per diem) until paid, and other charges, including late charges in the amount of Two Hundred and 70/100 Dollars ($200.70). 16. Further, FSB has been compelled to employ attorneys to prosecute this action and is entitled to reasonable attorneys' fees and other costs of collection under the terms of the Note and applicable state law. WHEREFORE, FSB requests judgment against Defendant, in the sum of sum of Forty-Eight Thousand Eight Hundred Sixty-Six and 44/100 Dollars ($48,866.44), together with accrued interest in the amount of Three-Thousand Three and 09/100 Dollars ($3,003.09), and other charges, including late charges in the amount of Two Hundred and 70/100 Dollars ($200.70), for a total amount due and owing as of February 28, 2026 of Fifty-Two Thousand Seventy and 23/100 Dollars ($52,070.23), all with interest accruing on the unpaid principal balance after February 28, 2026, at the rate of nine percent (9.00%) per annum ($12.22 per diem) until paid, as well as all attorneys’ fees and costs in the prosecution of this action and such other relief as the Court may deem just and proper. SECOND CAUSE OF ACTION - LIEN FORECLOSURE 17. FSB hereby re-adopts and re-alleges each and every allegation contained in paragraphs one (1) through sixteen (16) of this Petition as if fully set forth herein, and as its Second Cause of Action against Defendant, FSB further alleges and states as follows: 18. By virtue of Defendant’s payment default under the Note, the security interest is in default. 19. Pursuant to the Note, FSB has the right to foreclose the security lien upon default. FSB has a perfected first lien on the Property. 20. Defendant may claim some right, title and interest in the Property, however, any right, title or interest claimed by Defendant is inferior to the security lien claimed by FSB, unless otherwise specifically set forth herein. WHEREFORE, FSB requests judgment: (a) in rem against Defendant; (b) determining FSB's right, title and interest in and to the secured Property to be a valid, first lien superior to that of all other parties; (c) ordering the secured Property to be foreclosed; (d) declaring the right, title and interest of the Defendant in and to the secured Property subject, junior and inferior to the secured lien of FSB, and ordering that upon confirmation, Defendant and all persons claiming by, through and under them since the commencement of this action shall be forever barred, foreclosed and enjoined from asserting or claiming any right, title, or interest in and to the secured Property, or any part thereof; and (e) awarding such other relief as FSB may be entitled. THIRD CAUSE OF ACTION - REPLEVIN 21. FSB hereby re-adopts and re-alleges each and every allegation contained in paragraphs one (1) through twenty (20) of this Petition as if fully set forth herein, and as its Third Cause of Action against Defendant, FSB further alleges and states as follows: 22. Defendant wrongfully detains the Property. 23. FSB is legally entitled to possession of the Property because of FSB’s security in the collateral provided by Defendant and Defendant’s default under said Note and its security interest contained therein. 24. The Property was not taken from FSB for payment of a tax assessment, a fine, an amercement, nor an execution on any order or judgment. 25. The actual value of the Property is unknown. 26. FSB is informed and believes that Defendant may conceal, damage or destroy the Property or remove the Property from Oklahoma County, Oklahoma. WHEREFORE, FSB requests judgment against Defendant as follows: (a) for an order for immediate delivery of the Property; (b) for an order prohibiting Defendant from concealing, damaging, or destroying the Property, or removing the Property from Oklahoma County, Oklahoma; (c) for an order awarding FSB permanent possession of the Property; and (d) for interest, and costs, including reasonable attorney fees. FOURTH CAUSE OF ACTION – BREACH OF GUARANTY 27. FSB hereby re-adopts and re-alleges each and every allegation contained in paragraphs one (1) through twenty-six (26) of this Petition as if fully set forth herein, and as its Fourth Cause of Action against Guarantor, FSB further alleges and states as follows: 28. On or about September 26, 2024, Raphael N. Adua executed and delivered to FSB, a certain Guaranty Agreement guarantying all debts of Defendant ADCON Rental Services LLC to FSB (hereinafter the “Guaranty”). 29. Specifically, the Guaranty provided that the Guarantor “guarantees to [FSB] that [Defendant] will fully and promptly pay or otherwise discharge all indebtedness and other obligations upon which [Defendant] now is or may later, from time to time, become obligated to [FSB]…” A true and correct copy of the Guaranty is attached hereto as Exhibit 3. 30. Guarantor is obligated under the terms of the Guaranty for all debts Defendant owes to FSB, regardless of whether those debts were incurred prior to or after the execution of the Guaranty by Guarantor, including but not limited to this Loan. 31. By virtue of Defendant Adua Consulting LLC’s payment defaults under the Loan, the Guaranty is in default. 32. Pursuant to the terms of the Guaranty, FSB is entitled to seek relief from the Guarantor under the same terms and provisions as against the Defendant. 33. As of February 28, 2026, there was due and owing from Defendant to FSB under the Loan the sum of Fifty-Two Thousand Seventy and 23/100 Dollars ($52,070.23), all with interest accruing on the unpaid principal balance after February 28, 2026, at the rate of nine percent (9.00%) per annum ($12.22 per diem) until paid. 34. Further, FSB has been compelled to employ attorneys to prosecute this action and is entitled to reasonable attorneys’ fees and other costs of collection under the terms of the Notes and Loan Agreements and applicable state law. PRAYER FOR RELIEF (7th Cause of Action) WHEREFORE, FSB requests judgment against Guarantor, in the sum of Fifty-Two Thousand Seventy and 23/100 Dollars ($52,070.23), all with interest accruing on the unpaid principal balance after February 28, 2026, at the rate of nine percent (9.00%) per annum ($12.22 per diem) until paid, as well as all attorneys' fees and costs in the prosecution of this action and such other relief as the Court may deem just and proper. Respectfully submitted, Kyle Goodwin, OBA No. 17036 Terry D. Kordeliski, II, OBA No. 18091 Trey Southerland, OBA No. 19946 Paul B. Cason, OBA No. 31013 Goodwin / Lewis / Cason / Gentry 420 NW 6th St. Second Floor Oklahoma City, OK 73102 Tel: (405) 900-5700 Email: [email protected] [email protected] [email protected] [email protected] Attorneys for Plaintiff, FSB DCN: CECBC846E8C3DB184FD77D5085DEF8 PROMISSORY NOTE – General DEBTOR’S NAME(S) AND ADDRESS Adcon Rental Services LLC 901 Northwest 18th Street Edmond, OK 73012 LENDER’S NAME AND ADDRESS First Security Bank & Trust Company 1541 Northeast 23rd Street Oklahoma City, OK 73111 <table> <tr> <th>NOTE NUMBER</th> <th>MATURITY DATE</th> <th>PRINCIPAL AMOUNT</th> <th>CUSTOMER NUMBER</th> <th>LOAN OFFICER</th> <th colspan="2">ACTUAL/360</th> <th>30/360</th> <th>ACTUAL/365</th> </tr> <tr> <td>5025900</td> <td>10/10/2028</td> <td>$53,408.07</td> <td></td> <td></td> <td colspan="2"></td> <td>30/360</td> <td>ACTUAL/365</td> </tr> <tr> <th colspan="2">FIXED INTEREST RATE PER ANNUM</th> <th>VARIABLE RATE INDEX</th> <th colspan="3">MAXIMUM PER ANNUM INTEREST RATE CHANGE</th> <td colspan="2"></td> <td></td> </tr> <tr> <td colspan="2">PRESENT INDEX RATE</td> <td></td> <td colspan="3"></td> <td colspan="2"></td> <td></td> </tr> <tr> <td colspan="2">MARGIN OVER/UNDER INDEX</td> <td></td> <td colspan="3"></td> <td colspan="2"></td> <td></td> </tr> <tr> <td colspan="2">INITIAL PER ANNUM RATE</td> <td></td> <td colspan="3"></td> <td colspan="2"></td> <td></td> </tr> <tr> <td colspan="2">NEW LOAN</td> <td colspan="3"></td> <td colspan="2"></td> <td colspan="2"></td> </tr> <tr> <td colspan="2">RENEWAL OF LOAN NUMBER(S)</td> <td colspan="3"></td> <td colspan="2"></td> <td colspan="2"></td> </tr> <tr> <td colspan="2">FULLY ADVANCED</td> <td colspan="3">MULTIPLE ADVANCES</td> <td colspan="3">REVOLVING CREDIT</td> </tr> <tr> <th>PURPOSE OF LOAN</th> <td colspan="7"></td> </tr> <tr> <th>COLLATERAL DESCRIPTION</th> <td colspan="7"></td> </tr> <tr> <td>2019 MERZ S, VIN #WDDUG8GB3KA459139</td> <td colspan="7"></td> </tr> </table> PAYMENT TERMS: <table> <tr> <th>NUMBER OF PAYMENTS</th> <th>AMOUNT OF PAYMENTS</th> <th>DATE OF PAYMENTS</th> </tr> <tr> <td>47</td> <td>$1,338.00</td> <td>monthly beginning 11/10/2024.</td> </tr> <tr> <td>1</td> <td>$1,274.31</td> <td>will be due at maturity 10/10/2028.</td> </tr> </table> PROMISE TO PAY. For value received, the undersigned Debtor, whether one or more, and jointly and severally if more than one, agrees to the terms of this Note and promises to pay to the order of the Lender named above at its place of business as indicated in this Note or such other place as may be designated in writing by Lender, the Principal Amount of this Note and any accrued and unpaid Finance Charges, together with interest on the unpaid Principal Amount until Maturity at the per annum interest rate(s) stated above and according to the payment terms stated above. Depending on the box checked above, interest on this Note is calculated either on the assumption that every year has 360 days and every month has 30 days (30/360) or on the actual number of days elapsed on a basis of a 360 day year (Actual/360) or a 365 day year (Actual/365). For purposes of computing interest and determining the date principal and interest payments are received, all payments will be deemed made only when received in collected funds. Payments are applied first to accrued and unpaid interest and other charges, and then to payment of the unpaid principal balance. In this Note, "Debtor" includes any party liable under this Note, including endorsers, co-makers, guarantors and otherwise, and "Lender" includes all subsequent holders. VARIABLE RATE. If this is a Variable Rate transaction as indicated above, the interest rate shall vary from time to time with changes (whether increases or decreases) in the Index Rate shown above. The interest rate on this Note will be the Index Rate plus a Margin, if any, as indicated above. Each change will become effective as indicated below. If the Index Rate is Lender’s base or prime rate, it is determined by Lender in its sole discretion, primarily on a basis of its cost of funds, is not necessarily the lowest rate Lender is charging its customers, and is not necessarily a published rate. ☐ Each change will become effective on the same date the Index Rate changes. ☐ Effective date of rate change: ____________________________ and on the same day ____________________________ thereafter. LATE PAYMENTS. When permitted by law, any principal and/or interest amount not paid within ___ calendar days after the due date will be assessed ______% of the unpaid payment amount or $18.00, whichever is greater ________. After the maturity date, Lender may at its sole discretion accrue interest on the unpaid balance ☒ at the same interest rate and method effective before maturity ☐ at a rate equal to the current rate plus an additional 6.000% ("Default Rate"). In no event shall the interest rate and related charges either before or after maturity be greater than permitted by law. ALL PARTIES PRINCIPALS. All Debtors shall each be regarded as a principal and each Debtor agrees that any party to this Note, with Lender’s approval and without notice to any other party, may from time to time renew this Note or consent to one or more extensions or deferrals of the Maturity Date for any term(s) or to any other modification(s) and all Debtors shall be liable in same manner as on the original note. ADVANCES AND PAYMENTS. If the Fully Advanced box is checked, then the Debtor acknowledges that the entire Principal Amount has been advanced to the Debtor or for Debtor’s account or benefit. For Multiple Advances or Revolving Credit, unless otherwise agreed in writing, Lender has not made a commitment to make any advances and has sole discretion to make, or not make, each advance under this Note. If the Multiple Advances box is checked, then the Debtor understands that the Lender will disburse the proceeds of this Note in increments, up to the Principal Amount, but that even if the Debtor prepays, the Debtor has no right to borrow any amounts disbursed. The balance that the Debtor owes under this Note is the aggregate of all such disbursements, less any payments of principal made on this Note. Interest will accrue only on the actual amount of principal disbursed and outstanding from time to time. If the Revolving Credit box is checked, then the Debtor understands that the Lender will disburse the proceeds of this Note in increments up to the Principal Amount and that the remaining terms of this paragraph shall apply to this Note. The balance that the Debtor owes under this Note is the aggregate of all such disbursements, less any payments of principal made on this Note. The Debtor understands that the maximum amount of all such advances outstanding at any one time cannot exceed the Principal Amount, but that the Debtor may repay and reborrow up to the Principal Amount during the term of this Note. If the aggregate outstanding amount advanced under this Note ever exceeds the Principal Amount, then the Debtor will repay the excess upon demand, plus interest on the excess. There may be times when no principal is outstanding on this Note, but this Note and any collateral securing this Note remain valid and effective as to future advances under this Note. Any loans or advances the Lender makes to the Debtor or for the Debtor’s account or benefit are presumed to be made under the terms of this Note. The Lender may make advances under this Note at the oral or written request of any person designated or authorized by the Debtor until the Debtor revokes such designation or authorization in writing received by the Lender, provided that the Lender has the right, but is not obligated, to require written authorization from the Debtor prior to honoring any oral request. Interest will accrue only on the actual amount of principal disbursed and outstanding from to time. PREPAYMENT. Debtor shall have the right to prepay all or any part of the principal due under this Note at any time, subject to the following conditions: (a) all interest must be paid through the date of any prepayment; (b) if this Note provides for monthly or other periodic payments, there will be no changes in the due dates or amounts following any partial prepayments unless Lender agrees to such changes in writing; and (c) upon prepayment, in whole or in part, Lender may charge and Debtor agrees to pay a fee or premium calculated as follows (this fee/premium provision will not apply if prohibited by applicable law): <table> <tr> <th>LENDER’S SIGNATURE(S)</th> <th>DEBTOR(S) SIGNATURE(S)</th> </tr> <tr> <td>Gary L. Brown, Assistant Vice President</td> <td>Raphael N. Acus, Managing Member of Adcon Rental Services LLC</td> </tr> <tr> <td>(Lender signatures optional)</td> <td></td> </tr> </table> ADDITIONAL PROVISIONS ON REVERSE SIDE DEBTOR EXPRESSLY AGREES: ACCELERATION. At option of Lender, the unpaid balance of this Note and all other obligations of Debtor to Lender, whether direct or indirect, absolute or contingent, now existing or later arising, shall become immediately due and payable without notice or demand, upon or after the occurrence or existence of any of the following events or conditions: (a) any payment required by this Note or by any other note or obligation of Debtor to Lender or to others is not made when due, or any event or condition occurs or exists which results in acceleration of the maturity of any Debtor's obligation to Lender or to others under any promissory note, agreement or undertaking; (b) Debtor defaults in performing any covenant, obligation, warranty or provision contained in any loan agreement or in any instrument or document securing or relating to this Note or any other note or obligation of Debtor to Lender or to others; (c) any warranty, representation, financial information or statement made or furnished to Lender by or on behalf of Debtor proves to have been false in any material respect when made or furnished; (d) any levy, seizure, garnishment or attachment is made against any asset of any Debtor; (e) Lender determines, at any time and in Lender's sole discretion, that the prospect of payment of this Note is impaired; (f) whenever, as a lender, sole assignment, the collateral for the debt evidenced by this Note becomes unsatisfactory or insufficient either in character or value and, upon request, Debtor fails to provide additional collateral as required by Lender; (g) all or any part of the collateral for the debt evidenced by this Note is lost, stolen, substantially damaged or destroyed; (h) any Debtor dies or becomes incompetent, insolvent, dissolves, changes ownership or senior management, or terminates their existence; or (i) a receiver is appointed over all or part of any Debtor's property, or any Debtor makes an assignment for the benefit of creditors, files for relief under any bankruptcy or insolvency laws, or becomes subject to an involuntary proceeding under such laws. Upon the occurrence of any event described above, Lender may, at its option and with or without accelerating the Note, increase the Interest Rate on this Note to the Default Rate provided herein. ADDITIONAL PROVISIONS RIGHT OF OFFSET. Except as otherwise restricted by law, any indebtedness due from Lender to Debtor, including, without limitation, any deposits or credit balances due from Lender, is pledged to secure payment of this Note and any other obligation to Lender of Debtor, and may at any time while the whole or any part of such obligation(s) remains unpaid, either before or after maturity of this Note, be set off, appropriated, held or applied toward the payment of this Note or any other obligation to Lender by any Debtor. ADDITIONAL PROVISIONS. (1) Debtor agrees, if requested, to furnish to Lender copies of income tax returns as well as balance sheets and income statements for each fiscal year following Date of Note and at more frequent intervals as Lender may require. (2) No waiver by Lender of any payment or other right under this Note or any related agreement or documentation shall operate as a waiver of any other payment or right. All Debtors waive presentment, notice of acceleration, notice of dishonor and protest and consent to substitutions, releases and failure to perfect as to collateral and to additions or releases of any Debtor. (3) This Note and the obligations evidenced by it are to be construed and governed by the laws of the state indicated in Lender's address shown in this Note. (4) All Debtors agree to pay costs of collection, including, as allowed by law, an attorney's fee equal to a minimum of 15% of all sums due upon default or such other maximum fee as allowed by law. (5) All parties signing below acknowledge receiving a completed copy of this Note and related documents, which contain the complete and entire agreement between Lender and any party liable for payment under this Note. No variation, condition, modification, change or amendment to this Note or related documents shall be binding unless in writing and signed by all parties. No legal relationship is created by the execution of this Note and related documents except that of debtor and creditor or as stated in writing. SUPPLEMENTAL TERM OF PROVISIONS: As it pertains to the acceleration of this Note, Lender has the option to increase the interest rate on this Note, upon any event of default, to the Default Rate prior to the original maturity date of this Note. January 21, 2026 Adcon Rental Services LLC Mr. Raphael Adua 901 NW 188th Street Edmond, Oklahoma 73012 Certified Mail Reference No. 9589 0710 5270 1534 4570 46 Re: Demand for Payment Dear Mr. Adua, Your Loan No. 5025900 secured by the 2019 Mercedes S, VIN WDDUG8GB3KA459139, is past due December 10, 2025, regular installment in the amount of $1,338.00 and January 10, 2026, regular installment in the amount of $1338.00. The total amount due is $2,876.70, which includes $200.70 in late fees. If your payment is not brought current on or before February 4, 2026, First Security Bank will turn your account over to our attorney and may exercise any and all remedies legally available, including but not limited to foreclosure on your personal property. If you made this payment before receiving this notice, please call the bank immediately and confirm receipt. If you have any questions, please call my office at (405) 424-4341. Kind regards, Gary Brown Lending Officer GLB:mb This is an attempt to collect a debt. Any information obtained will be used for that purpose. This communication is from a debt collector. DCN: 2AE1F1FC2D085F83FF1D61E3969D3CBF GUARANTY AGREEMENT DEBTOR'S NAME(S) AND ADDRESS Adcon Rental Services LLC 901 Northwest 188th Street Edmond, OK 73012 GUARANTOR'S NAME(S) AND ADDRESS Raphael N. Adua 901 Northwest 188th Street Edmond, OK 73012 LENDER'S NAME AND ADDRESS First Security Bank & Trust Company 1541 Northeast 23rd Street Oklahoma City, OK 73111 DATE OF AGREEMENT 09/26/2024 A. To induce the Lender to extend credit to the Debtor and for other good and valuable consideration, the receipt of which is acknowledged, and for the purpose of enabling the Debtor to obtain or renew loans, credit or other financial accommodation from the Lender named above, each of the undersigned as a primary obligor, jointly and severally and unconditionally: (1) guarantees to the Lender that Debtor will fully and promptly pay or otherwise discharge all indebtedness and other obligations ("indebtedness") upon which Debtor now is or may later, from time to time, become obligated to Lender as principal, guarantor, endorser, or in any other capacity, and whether joint or several liability or liability created by direct dealing with Lender or through transfer from others, and regardless of the nature and form of indebtedness and whether due or not due; (2) agrees, without the Lender first having to proceed against Debtor or any other party liable or to liquidate any security to pay on demand all sums due and to become due to Lender from Debtor, and all losses, costs, attorneys' fees and expenses of any kind or nature owed to Lender by reason of Debtor's default or the default of the undersigned; (3) except as setoff is waived, agrees to be bound by and on demand to pay any deficiency or difference between the indebtedness of the Debtor and the proceeds of any private or public sale (including a sheriff's sale) of the security held by Lender, with or without notice to the undersigned; (4) acknowledges that this Agreement will not be affected or impaired by any failure, neglect or omission, including a failure or delay to perfect or maintain perfection of a security interest, whether in relation to the collection of the indebtedness or the protection of the security given, and regardless of whether the Lender fails or omits to seek or is precluded from seeking a judgment against Debtor; and (5) further agrees that the liability of the undersigned shall not be affected by any lack of validity or enforceability due to defense, claim, discharge or otherwise of any indebtedness guaranteed by this Agreement or of the security of the indebtedness. B. Lender may at any time and from time to time without the further consent of or notice to the undersigned, without incurring responsibility to the undersigned and without impairing or releasing the obligations of the undersigned, and upon any terms and conditions that Lender may elect: (1) change the manner, place or order of payment or extend the time of payment of any indebtedness of Debtor to Lender; (2) renew, increase or alter any indebtedness of Debtor to Lender; (3) raise or lower the interest rate or other charges Debtor may sell, assign, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged to secure or securing the indebtedness of Debtor to Lender or any liabilities secured directly or indirectly under this Agreement, or any offsets against any such indebtedness or liabilities; (5) exercise or refrain from exercising any rights against Debtor or others, or otherwise act or refrain from acting; (6) settle or compromise any indebtedness guaranteed or incurred; (7) subordinate the payment of all or part of any indebtedness of Debtor to Lender to the payment of any liabilities which may be due Lender or others; (8) apply any sums paid by or for account of Debtor to any indebtedness of Debtor to Lender regardless of what indebtedness or liability of Debtor to Lender remains unpaid and regardless of to which indebtedness such sums were intended to be applied; (9) release any one or more of the undersigned, any other guarantor or any other party liable upon or for any indebtedness or other obligation guaranteed, and such release will not affect the liability under this Agreement of any of the undersigned or any other party nor so released; (10) add or release the primary or secondary liability of principals, guarantors or other parties; and/or (11) obtain additional collateral security. C. The undersigned waives: (1) any and all acceptance of this Guaranty Agreement; (2) notice of the creation of any indebtedness; (3) any presentment, demand for payment, notice of default or non-payment, notice of acceleration, notice of disposition of security, notice of dishonor or protest to or upon any party and all other notices whatsoever whether required or permitted by this Guaranty Agreement, any other agreement, course of dealing, usage of trade, course of performance and, to the extent allowed, the law; (4) any exercise of any remedy which the Lender now has or later acquires against the Debtor or any other party; (5) any right of access to any property of Debtor, but not limited to the failure to perfect, or maintain perfection of, a security interest in collateral, and (6) any event, or any act or omission of the Lender (except as is a commission in bad faith) which materially increases the scope of the undersigned's risk as guarantor, including the manner of administration of the loan and changes in the form or manner in which any party does business or in their financial condition and any notice of any such change. D. This Guaranty Agreement shall be absolute, unconditional and continuing guaranty of payment and not of collection and shall be binding upon the undersigned, heirs or successors of the undersigned, and the estate or estates of the undersigned: (1) regardless of the death or cessation of existence of any of the undersigned or of any guarantor or any other party liable upon any indebtedness or other obligation hereby guaranteed; (2) irrespective of any defenses, claims or discharge available to the Debtor under law or under any agreement with the Lender; and (3) irrespective of any failure or delay by the Lender to perfect or keep perfected any lien or security interest in any collateral. This Guaranty Agreement is an independent obligation which is separately enforceable from the obligation of the Debtor. E. All rights of the Lender are cumulative and not alternative to other rights. Suit may be brought against the undersigned or other parties liable, jointly and severally, and against any one or more of them, and against all or less than all, without impairing the rights of the Lender, its successors or assigns, against others of the undersigned. The Lender may settle with any one of the undersigned or any other party for such sum or sums as it may see fit and release such of the undersigned or other parties from all further liability to the Lender for such indebtedness without impairing the right of the Lender to demand and collect the balance of such indebtedness from others of the undersigned not so released. F. The Lender may assign this Agreement or any of its rights and powers under it, with all or any part of the indebtedness guaranteed, and may assign to any such assignee any of the security for the indebtedness. In the event of such assignment, the assignee shall have the same rights and remedies as if originally named in this Agreement in place of Lender, and the Lender shall thereafter be fully discharged from all responsibility with respect to any such indebtedness so assigned. G. Unless expressly limited by specific writing as set forth in this Guaranty Agreement, it is understood to be unlimited in amount. If limited to a fixed amount of any indebtedness, it is understood the limit means a fixed amount of any indebtedness remaining after application of the actual proceeds of the disposition of any security to any unguaranteed portion of the indebtedness. [ ] (Check if Applicable) The liability of the undersigned hereunder shall be limited to a principal amount of $ [ ] (Check if Applicable) Guarantor's liabilities and obligations under this Guaranty shall be limited to the following described promissory note(s) and agreement(s) between Debtor and Lender evidencing the indebtedness, together with all interest and all of Lender's expenses and costs (including, but not limited to attorney's fees and other costs incurred by Lender to collect the indebtedness and/or to protect, maintain, or operate any collateral given as security for the indebtedness, or preserve the priority of Lender's lien thereon or security interest therein) incurred in connection with the indebtedness including any amendments, extensions, modifications, renewals, replacements or substitutions thereto: H. Until the indebtedness of the Debtor have been paid in full, the undersigned agrees to provide to the Lender from time to time upon demand such financial statements, copies of tax returns, and other information as to the undersigned as the Lender may reasonably require. I. Any deposits or other sums credited by or due from the Lender to the undersigned may be set off against any and all liabilities of the undersigned to the Lender arising under the terms of this Guaranty Agreement. The rights granted by this paragraph shall be in addition to the rights of the Lender under any statutory banker's lien or common law right of offset. ADDITIONAL PROVISIONS ON REVERSE SIDE GUARANTOR(S) SIGNATURE(S) Raphael N. Adua ADDITIONAL PROVISIONS J. Until the obligations of the Debtor have been paid in full, the undersigned specifically waives all rights of subrogation to the rights of the Lender, any claim to any security or its value to which the Lender has recourse, and all rights of reimbursement or contribution from other parties, whether principals or sureties, accommodation parties or guarantors. K. The undersigned may, only by written notice given to and accepted in writing by Lender, withdraw only from liability for additional Indebtedness of Debtor accepted by or incurred to Lender after the time of receipt of such notice by Lender. The liability and other agreements of the undersigned shall not be otherwise affected but shall continue until all Indebtedness, including loan commitments, existing at the time of the receipt of such notice, and renewals or extensions of Indebtedness to which the undersigned consents, is fully paid. After any such revocation, Lender may exercise any rights granted in this Agreement without releasing the undersigned from liability. L. Notwithstanding the provisions of any note or obligation to which this Guaranty Agreement applies, it is the intention of the parties, and it is here provided, that a Guarantor shall not be liable for interest charges in excess of the maximum amount permitted under the law applicable to this Guaranty Agreement. M. The undersigned specifically waives any right to setoff under 12 O.S. sec. 686, 15 O.S. sec. 341, or any like statutes, and agree that the Lender may apply the actual proceeds from the disposition of any security first to any unguaranteed portion of the indebtedness. Any party to this Guaranty Agreement has right to waive trial by jury and waives all objections to venue in any action instituted by the Lender arising out of this Guaranty Agreement. N. The undersigned waive, as of the date of this Guaranty Agreement, any claim, as that term is defined in the Federal Bankruptcy Code, which the undersigned might have or acquire against the Debtor arising from the existence or performance of the undersigned’s obligations under this Guaranty Agreement, and to that extent that the undersigned is not a creditor of the Debtor. In addition to the waiver of the status of creditor, it is agreed that the indebtedness guaranteed under this Guaranty Agreement excludes all portions of the indebtedness paid by the Debtor during the period of time within one year prior to the filing of any bankruptcies, reorganization or insolvency proceedings by or against the Debtor. If any payment made by the Debtor to the Lender is determined to be avoidable under applicable rules under the Federal Bankruptcy Code, to that extent, if demanded by the Lender, this Guaranty Agreement is deemed to be reinstated to include the amount within the indebtedness under this Guaranty Agreement. O. The undersigned, by signing below, acknowledge having read this Guaranty Agreement, having reviewed it to the extent desired with their legal counsel, and receiving a copy of it and also receiving an explanation of any questions. The undersigned also have read any cosigner notice provided by Lender. The undersigned also understand that the undersigned may have to pay any indebtedness or obligation covered by this Guaranty Agreement in the event the Debtor fails or refuses to do so. The undersigned also represent that they are aware of the financial condition of Debtor and acknowledge a responsibility to maintain a close watch on that financial condition as long as this Guaranty Agreement is outstanding and that they are not relying on the Lender to provide information on the Debtor’s financial condition, now or in the future. P. This Guaranty and the obligations evidenced in it are to be construed and governed by the laws of the state indicated in the address of Lender shown above. Q. This Guaranty Agreement constitutes the entire agreement between the parties with respect to the obligations of the undersigned and the rights of the Lender under this Guaranty Agreement. This Guaranty Agreement cannot be amended except by an agreement in writing signed by both the undersigned and the Lender. No condition as to the effectiveness or enforcement of this Guaranty Agreement exists except as stated in this Guaranty Agreement. Regardless of any other provision of this Guaranty Agreement to the contrary, and unless otherwise specifically released or modified by this Guaranty Agreement, all other obligations of the undersigned to Lender evidenced by a note, loan agreement, guaranty or any other written agreement remain in force and effect. SUPPLEMENTAL TERMS CERTIFICATE OF TITLE STATE OF OKLAHOMA VEHICLE IDENTIFICATION NUMBER WDDUG8GB3KA459139 YEAR 2019 MAKE MERZ MODEL S TITLE NO. 810015536284 APPLICATION DATE 10-Dec-2024 DATE ISSUED 11-Dec-2024 LO NO. M5594 COLOR Black DATE 1st SOLD BODY TYPE SD ODOMETER 61840 Actual TYPE OF TITLE Add Lien MAILING ADDRESS PAIGE YOUNG FIRST SECURITY BANK & TRUST 1541 NE 23RD ST, OKLAHOMA CITY OK 73111-3210 NAME AND ADDRESS OF THE VEHICLE OWNER ADUA CONSULTING LLC And BETTY TENGUH NJOH 901 NW 188TH ST EDMOND OK 73012-1223 THIS VEHICLE IS SUBJECT TO THE FOLLOWING LIENS 12/10/2024 FIRST SECURITY BANK & TRUST It is hereby certified that according to the records of the Service Oklahoma, the person named hereon is the owner of the vehicle described above which is subject to a lien(s) as shown; however, the vehicle may be subject to other liens or security interests. CONTROL NO. 55027041 (This is not a title number) ASSIGNMENT OF TITLE BY REGISTERED OWNER (If Dealer, List License # Here: ____________________ ) [IF REGISTERED OWNER (SELLER) IS A LICENSED DEALER, PLACE OKLAHOMA MOTOR VEHICLE TAX STAMP HERE] I/we hereby assign and warrant ownership of the vehicle described on this certificate to the following, subject only to the liens or encumbrances, if any, properly noted on this certificate. Purchaser(s) Name (Type or Print): ______________________________________________ Purchaser(s) Complete Address: ______________________________________________ Actual Purchase Price of Vehicle: _____________________________ I certify to the best of my knowledge that the ODOMETER READING reflected on the vehicle's odometer and listed below is the ACTUAL MILEAGE of the vehicle UNLESS one of the accompanying statements is checked: [ ] [ ] [ ] [ ] [ ] (NO TENTHS) 1. The odometer has exceeded its mechanical limits. 2. The odometer reading is NOT the actual mileage. Warning — Odometer Discrepancy Signature of Seller(s): __________________________ Printed Name of Seller(s): __________________________ Subscribed and Sworn to Before me this __________ Day of ____________, 20_____ Notary Public: __________________________ Commission Expiration: __________________________ Notarization required only of seller's signature(s). Affix notary seal/stamp to the right. Signature of Buyer(s): __________________________ Printed Name of Buyer(s): __________________________ Ownership Transfer Information Federal and state law requires that the odometer reading and its accuracy be disclosed upon every transfer of ownership of a motor vehicle unless otherwise exempted. Failure to complete or providing false information may result in fines and/or imprisonment. The presence of any lien or encumbrance on this vehicle is to be so noted where indicated on the bottom of this page. State law requires a transfer of ownership to be completed within two (2) months of acquiring ownership. Failure to do so subjects the owner or possessor to the assessment of delinquent penalties, as provided by law. ALL SELLERS SIGNATURES ON THIS DOCUMENT MUST BE SWORN TO BEFORE A NOTARY PUBLIC. REASSIGNMENT OF TITLE BY LICENSED DEALER NUMBER:__________________ PLACE OKLAHOMA MOTOR VEHICLE TAX STAMP HERE I/we hereby assign and warrant ownership of the vehicle described on this certificate to the following, subject only to the liens or encumbrances, if any, properly noted on this certificate. Purchaser(s) Name (Type or Print):__________________________________________ Purchaser(s) Complete Address:____________________________________________________________________ Actual Purchase Price of Vehicle, Excluding Credit for Any Trade-In:____________________________________ I certify to the best of my knowledge that the ODOMETER READING reflected on the vehicle's odometer and listed below is the ACTUAL MILEAGE of the vehicle UNLESS one of the accompanying statements is checked: [ ] 1. The odometer has exceeded its mechanical limits. [ ] 2. The odometer reading is NOT the actual mileage. Warning — Odometer Discrepancy (NO TENTHS) Signature of Seller(s):_________________________________________ Printed Name of Seller(s):_____________________ Subscribed and Sworn to Before me this __________________ Day of_______________________, 20_____ Notary Public: __________________________________________ Commission Expiration:__________________________ Notarization required only of seller's signature(s). Affix notary seal/stamp to the right. Signature of Buyer(s):________________________________________ Printed Name of Buyer(s):_____________________ REASSIGNMENT OF TITLE BY LICENSED DEALER NUMBER:__________________ PLACE OKLAHOMA MOTOR VEHICLE TAX STAMP HERE I/we hereby assign and warrant ownership of the vehicle described on this certificate to the following, subject only to the liens or encumbrances, if any, properly noted on this certificate. Purchaser(s) Name (Type or Print):__________________________________________ Purchaser(s) Complete Address:____________________________________________________________________ Actual Purchase Price of Vehicle, Excluding Credit for Any Trade-In:____________________________________ I certify to the best of my knowledge that the ODOMETER READING reflected on the vehicle's odometer and listed below is the ACTUAL MILEAGE of the vehicle UNLESS one of the accompanying statements is checked: [ ] 1. The odometer has exceeded its mechanical limits. [ ] 2. The odometer reading is NOT the actual mileage. Warning — Odometer Discrepancy (NO TENTHS) Signature of Seller(s):_________________________________________ Printed Name of Seller(s):_____________________ Subscribed and Sworn to Before me this __________________ Day of_______________________, 20_____ Notary Public: __________________________________________ Commission Expiration:__________________________ Notarization required only of seller's signature(s). Affix notary seal/stamp to the right. Signature of Buyer(s):________________________________________ Printed Name of Buyer(s):_____________________ LIENHOLDER INFORMATION Any active lien or encumbrance against this vehicle is to be described below. Any active lien reflected on the face of this certificate will carry forward to any subsequent Oklahoma title issued unless a proper release of lien has been executed. LIENHOLDER NAME:__________________________________________ DATE OF LIEN:_____________________________ LIENHOLDER ADDRESS / CITY / STATE / ZIP:______________________________________________________________