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CAM-L-001352-24 05/02/2024 10:34:22 AM Pglof21 Trans ID: LCV20241115283
AMAR A. AGRAWAL, ESQUIRE
Attorney ID. 0000242010
DOUGLAS J. FERGUSON, ESQUIRE
Attorney ID. 028292012
Eisenberg, Gold & Agrawal P.C.
1040 North Kings Highway - Suite 200
Cherry Hill, New Jersey 08034
(856) 330-6200
Attomey for Plaintiff
File No. EF-949.1-A
SUPERIOR COURT OF NEW JERSEY
2EE LLC LAW DIVISION
Plaintiff(s), CAMDEN COUNTY
vs. Docket No. L-
Zafeera Properties LLC; Ameera Civil Action
Properties LLC; and Ismail Mohammed
COMPLAINT
Defendant(s).
Plaintiff, 2EE LLC (“Plaintiff’, “Lender” or “2EE LLC”), with its principal place of
business located at 2 Bala Plaza, Suite 800, Bala Cynwyd, PA 19004, by way of Complaint against
the Defendant(s) says:
PARTIES
1 Plaintiff is a Florida limited liability company with a principal place of business
located at 2 Bala Plaza, Suite 800, Bala Cynwyd, PA 19004.
2. Upon information and belief, Defendant Zafeera Properties LLC (‘Zafeera”) is
New Jersey limited liability company with an address last known to Plaintiff of 841 Bergen
Avenue, Jersey City, New Jersey 07306.
3 Upon information and belief, Defendant Ameera Properties LLC (“Ameera”) is
New Jersey limited liability company with an address last known to Plaintiff of 841 Bergen
Avenue, Jersey City, New Jersey 07306.
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4 Upon information and belief, Defendant Ismail Mohammed (“Mohammed”) is an
adult individual with an address last known to Plaintiff of 116 Ridgeview Road, Stroudsburg,
Pennsylvania 18360.
FACTS
5 On or about July 5, 2023, the Defendants Zafeera and Ameera (collectively
hereinafter referred to as “Borrowers”), being indebted to Lender, in the sum of $2,899,000.00
(“Note”), executed to it a certain Note of that date to secure that sum payable with interest at the
rate of 14% per annum, the said sum to be payable in monthly installments interest only,
commencing on September 1, 2023, and monthly thereafter with all accrued principal interest and
other charges due on July 5, 2024 (the “Maturity Date”). Said Note was given to Lender by the
Borrowers. A true and correct copy of the Note is attached hereto as Exhibit “A.”
6 The Note provided that if any installment payment shall remain unpaid after the
same shall fall due, the whole principal sum together with all unpaid interest, should, at the option
of the Lender, its successors and assigns, become immediately due and payable.
7. The Note also provides that in the event any installment payment is not made within
10 days after the date when same shall fall due, that a delinquency charge of 10% of each dollar
or fraction thereof of said monthly payment shall be immediately due and payable, and if not paid
shall accrue monthly until all delinquent payments and charges thereon shall be made.
8 The Note further provides that in the event of default, interest shall increase to
twenty-four (24%) percent per annum.
9 The Note provides in Paragraph 19 that Borrower consents to the jurisdiction of the
Superior Court of New Jersey, Camden County, for any proceeding in connection with the Note.
10. In order to secure the Note, on July 5, 2023 Defendant Mohammed (hereinafter
referred to as “Guarantor”) executed a Commercial Guaranty, wherein Guarantor absolutely and
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unconditionally guaranteed and promised to pay to Lender the indebtedness of Borrowers under
the Note. A true and correct copy of the Guaranty is attached hereto as Exhibit “B.”
11. The Guaranty provided that if there is a lawsuit, Guarantor submits to the
jurisdiction of the Superior Court of New Jersey, Camden County.
12. In order to further secure the Note, Borrowers provided Lender with a Mortgage
(the “Mortgages”) and an Assignment of Leases and Rents (the “Assignments”) related to certain
real property collateral located at 161-167 North 7" Street, Newark, New Jersey 07107
(“Mortgaged Premises 1”) and 219-221 Mt. Prospect Avenue, Newark, New Jersey 07107
(“Mortgaged Premises 2”) (collectively the “Mortgaged Premises”).
13. A material condition of the loan to Borrowers was that the Mortgaged Premises be
fully leased with a monthly rent roll of at least $14,440.00 for Mortgaged Premises 1 and
$27,260.00 for Mortgaged Premises 2.
14. In connection with the Assignment of Leases and Rents, prior to closing and as part
of Lender’s due diligence and underwriting process, Borrowers provided Lender with purported
leases for the Mortgaged Premises (the “Leases”).
15. Borrowers represented to Lender, by and through the purported Leases, that the
Mortgaged Premises were fully leased with paying tenants and a monthly rent roll of at least
$14,440.00 for Mortgaged Premises 1 and $27,260.00 for Mortgaged Premises 2.
16. On September 1, 2023, a payment of principal and interest became due and payable
and was not paid and Lender has elected that the entire principal sum with all unpaid interest
thereon shall now become due and payable.
17. On or about December 11, 2023 Lender exercised its right to accelerate all
remaining payments and demand the total outstanding indebtedness immediately due and payable.
A true and correct copy of the Demand Letter is attached hereto as Exhibit
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18. Borrower and Guarantor have failed to pay the Note, Guaranty and any charges and
any part thereof, and Lender is exercising its right to pursue the entire unpaid balance of the Note
and related Guaranty.
19. Lender has used the services of an attorney and suit has been filed.
COUNT ONE
Breach of Contract — Promissory Note
20. Plaintiff repeats and realleges each and every allegation set forth above as if set
forth fully herein.
21. Lender and Borrowers entered into a legally binding contract in the form of the
Note.
22. Borrowers have defaulted under the Note by, inter alia, failing to make payment
when due for September 1, 2023.
23. Sums are due and owing under the Note and have not been paid.
WHEREFORE, Plaintiff, 2EE LLC, hereby demands judgment against the Defendants,
Zafeera Properties LLC and Ameera Properties LLC on the Note for the amounts due and owing
thereon, plus attorneys’ fees and collection costs.
COUNT TWO
Breach of Contract — Guaranty
24. Plaintiff repeats and realleges each and every allegation set forth above as if set
forth fully herein.
25. Lender and Guarantor entered into a legally binding contract in the form of the
Guaranty.
26. Guarantor defaulted under the Guaranty by, inter alia, failing to make payment
when due for September 1, 2023.
27. Sums are due and owing under the Guaranty and have not been paid.
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WHEREFORE, Plaintiff, 2EE LLC, hereby demands judgment against the Defendant
Ismail Mohammed on the Guaranty for the amounts due and owing thereon, plus attorneys’ fees
and collection costs.
COUNT THREE
Fraud in the Inducement
28. Plaintiff repeats and realleges each and every allegation set forth above as if set
forth fully herein.
29. Borrowers misrepresented a material fact by representing to Lender that the
Mortgaged Premises were fully leased with paying tenants and a monthly rent roll of at least
$14,440.00 for Mortgaged Premises 1 and $27,260.00 for Mortgaged Premises 2.
30. Borrowers knew, as owners of the Mortgaged Premises, that the Mortgaged
Premises were in fact not fully leased with paying tenants and that the Mortgaged Premises did
not have a monthly rent roll of at least $14,440.00 for Mortgaged Premises 1 and $27,260.00 for
Mortgaged Premises 2.
31. Borrowers intended that Lender rely on the misrepresentation in satisfying a
material condition of granting the loan evidenced by the Note set forth hereinabove.
32. Lender reasonably relied on the misrepresentation, and as a result has suffered
damages.
WHEREFORE, Plaintiff, 2EE LLC, hereby demands judgment against the Defendants,
Zafeera Properties LLC and Ameera Properties LLC for compensatory damages, punitive
damages, attorneys’ fees and costs and such other and further relief as the Court deems equitable
and just.
EISENBERG, GOLD & AGRAWAL, P.C.
Atto s for Plaintiff
\ 7—~
y
Dated: May 2, 2024 DOUGLAS J. FERGUSON, ESQUIRE
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DESIGNATION OF TRIAL COUNSEL
Pursuant to R. 4:5-1(c), the Court is advised that Amar A. Agrawal, Esq. and Douglas J.
Ferguson, Esquire, Attorneys-at-Law of New Jersey, are hereby designated as trial counsel on
behalf of Plaintiff.
RULE 4:5-1 CERTIFICATION
[hereby certify that in accordance with R. 4:5-1, the matter in controversy is not the subject
matter of any other Court proceeding or arbitration, nor are any such Court proceedings or
arbitrations contemplated, except the foreclosure action captioned 2EE LLC v. Zafeera Properties
LLC and Ameera Properties LLC et al, F-002797-24. I further certify that to my knowledge, there
are no other parties to be joined. I am aware that if any of the statements contained herein are
wilfully false, I am subject to punishment.
EISENBERG, GOLD & AGRAWAL, P.C.
Atto ys\for Plaintiff
By: VN ae
DOUGLAS J. FERGUSON, ESQUIRE
DATED: May 2, 2024
CERTIFICATION OF REDACTION
I certify that confidential personal identifiers have been redacted from documents now
submitted to the court, and will be redacted from all documents submitted in the future in
accordance with R. 1:38-7(b).
EISENBERG, GOLD & AGRAWAL, P.C.
Attorn for Plaintiff
By: _ As
DOUGLAS J. FERGUSON, ESQUIRE
DATED: May 2, 2024
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Exhibit “A”
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COMMERCIAL MORTGAGE NOTE
$2,899,000.00 July 5, 2023
FOR VALUE RECEIVED, the undersigned, ZAFEERA PROPERTIES LLC and AMEERA
PROPERTIES LLC (individually each and collectively the "Borrower"), with an address of 841 Bergen
Avenue, Jersey City, NJ 07306, promises to pay 2EE LLC ("Lender") at its offices at 133 Old Gulph Road,
Wynnewood, PA 19096, or at such other place as the Lender may direct, the sum of Two Million Eight
Hundred Ninety-Nine Thousand Dollars ($2,899,000.00), together with interest as follows:
I Definitions. In this Commercial Mortgage Note, all words and terms not defined herein shall
have the respective meanings and be construed herein as provided in the Business Loan Agreement and in the
Mortgage and Security Agreement, of even date hereof.
2. Loan Amount. This Commercial Mortgage Note (the "Note") evidences a commercial
mortgage loan by Lender to Borrower in the amount of Two Million Eight Hundred Ninety-Nine Thousand
Dollars ($2,899,000.00) (the "Loan").
3 T crm of Loan;
crm Extension. This Loan shall be for a term of one (1) year.
Loan, Extension, The Note shall
mature on the 1-year anniversary of the date of this Note (“Maturity Date”).
4 Interest Rate. The Loan shall bear initial interest at the annual fixed rate of fourteen percent
(14.0%). The annual interest rate shall be calculated on a 365/360 basis, that is, by applying the ratio of the
annual interest rate over a year of 360 days multiplied by the outstanding principal balance, multiplied by the
actual number of days the principal is outstanding.
5 Payments. Borrower shall make initial monthly payments of interest only beginning
September 1, 2023. Interest from the date of closing to August 1, 2023 shall be paid by Borrower at closing.
Payments shall be made by automatic debit by Lender from a bank account designated by Borrower. On the
Maturity Date, the entire outstanding principal amount of the Loan, shall be due and payable, together with all
other unpaid interest, fees, penalties, costs and expenses due under the Note and/or Mortgage.
6. Prepayment Penalty. Lender shall be entitled to collect a minimum of four (4) months of
interest payments on the outstanding amount due, including without limitation, upon acceleration of the
amount due under the Note for any reason listed hereunder or upon satisfaction of the balance within the first
four (4) months from the date hereof. This amount is fully earned, non-refundable and due and payable on the
date charged by Lender. After the payment of four (4) monthly interest payments, Borrower shall have the
privilege of prepaying this Note in full only, without penalty. No partial prepayment will be accepted at any
time, unless the Loan is being paid in full. This Note is not assumable by any third-party and shall remain the
obligation of the Borrower.
7 Late Fees and Return of Payment Fees. [f Lender does not receive the entire amount of any
payment required under this Note within ten (10) days of its due date, the Borrower shall pay a late fee of ten
percent (10%) of the payment amount. Borrower shall be charged a retuned payment fee in the amount of
fifty dollars ($50.00) for any payments returned for non-sufficient funds.
8 Loss of Mare’ In the event that any present or future law, rule, regulation, treaty or official
directive or the interpretation or application thereofby any monetary authority or governmental authority, or
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the compliance with any guideline or request of any monetary authority or governmental authority (whether
or not having the force of law):
(a) directly or indirectly subjects Lender to any tax with respect to any amounts payable
under this Agreement or the other Loan Documents by Borrower or otherwise with respect to the transactions
contemplated under this Agreement or the other Loan Documents (except for taxes on the overall net income
of Lender imposed by the U.S. or any political subdivision thereof); or
(b) directly or indirectly imposes, modifies or deems applicable any deposit insurance,
reserve, special deposit, capital maintenance, capital adequacy, or similar requirement against assets held by,
or deposits in : for the account of, or loans or advances or commitment to make loans or advances by, or
letters of credit issued or commitment to issue letters of credit by Lender; or
©) directly or indirectly imposes upon Lender any other condition with respect to
advances or extensions of credit or the commitment to make advances or extensions of credit under this
Agreement, and the result of any of the foregoing is to increase the costs of Lender, reduce the income
receivable by or return on equity of Lender or impose any expense upon Lender in each case related to any
Advances or extensions of credit made by Lender or commitments by Lender to make Advances or extensions
of credit under this Agreement, Lender shall so notify Borrower in writing. Borrower agrees to pay Lender
the amount of such increase in cost, reduction in income, reduced return on equity or capital, or additional
expense within ten (10) days after presentation by Lender of a statement concerning such increase in cost,
reduction in income, reduced return on equity or capital, or additional expense; provided, however, no such
amount shall be disproportionate to Borrower as compared to amounts paid by each other borrower for which
Lender is the lender. Such statement shall set forth a brief explanation of the amount and Lender’s calculation
of the amount (in determining such amount Lender may use any reasonable averaging and attribution
methods), which statement shall be conclusively deemed correct absent manifest error. If the amount set forth
in such statement is not paid within ten (10) days after such presentation of such statement, interest will be
payable on the unpaid amount at the Default Rate from the due date until paid, both before and after
judgment.
9 Collateral and Guarantees. Repayment of this Note is secured by, among other things (i) an
Open End Mortgage covering the Real Property and Improvements given by Borrower (individually each and
collectively the "Mortgage"), as more particularly described in the Business Loan Agreement (the "Loan
Agreement"); (ii) an Assignment of all of the Mortgagor’s rights in and to all present and future leases and
rents affecting the Real Property and Improvements; (iii) unlimited and unconditional guaranty ("Guaranty")
of Ismail Mohammed (the “Guarantor"); (iv) Pledge Agreement and UCC-1 Financing Statement granting
Lender a security interest to any and all of Guarantor’s membership interest in each Co-Borrower; and (v)
Security Agreement and UCC-1 Financing Statement granting Lendera security interest in and to all of each
Co-Borrower’s personal property and business assets, as more particularly described therein.
10. Default. Borrower shall be in default under this Note upon the occurrence of any of the
following events (each, an “Event of Default”):
(a) Borrower shall fail to make any payment when due of principal, interest, costs and/or
fees due to Lender under the Note or under any of the other Loan Documents when due, whether at maturity
or by acceleration or otherwise;
(b) Except as otherwise specifically provided for in the Loan Agreement, the Borrower
shall fail (o observe or perform any of the covenants or agreements on its part to be observed and performed
under the Loan Agreement, or under any of the other Loan Documents;
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(©) Any representation or warranty of title by Borrower under the Loan Agreement, or
under any of the other Loan Documents shall be untruc in any material respect when made or shall become
untrue in any material respect during the term of the Loan;
(d) Any Event of Default shall occur under any of the other Loan Documents or under the
terms of any other document evidencing or securing any other loan facilities made by Lender to the Borrower
or to any Guarantor or an affiliate of the Borrower or any Guarantor;
(e) There shall be a material adverse change in the financial condition of the Borrower or any
Guarantor as determined by the Lender;
(f) The Borrower, any shareholder of the Borrower, or any Guarantor, as the case may be,
shall apply for or consent to the appointment of a receiver, trustee or liquidator of itself or himself or any of
its or his property, admit in writing its or his inability to pay its or his debts as they mature, make a general
assignment for the benefit of creditors, be adjudicated as bankrupt, insolvent or file a voluntary petition in
Bankruptcy, or 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 or him in any proceeding
under any such law, or if action shall be taken by the Borrower or any Guarantor for the purpose of effecting
any of the foregoing;
(g) Any order, judgment or decree shall be entered by any court of competent jurisdiction,
approving a Petition seeking reorganization of the Borrower, any sharcholder of the Borrower or any
Guarantor or all or a substantial part of the assets of the Borrower, any shareholder of the Borrower or any
Guarantor, or appointing a receiver, sequestrator, trustee or liquidator of the Borrower, any shareholder of the
Borrower or any Guarantor or any of its or his property, and such order, judgment or decree shall continue
unstayed and in effect for any period of sixty (60) days; or
(h) The Real Property and Improvements shall be materially injured or destroyed by fire or
other casualty for which the cost of restoration is not fully insured and if not fully insured, Borrower has
failed to deposit with the Lender the difference between the insurance proceeds received and the cost of
restoration with the Lender in accordance with the terms of the Mortgage;
(i) The death or adjudicated incompetency of a Borrower or Guarantor or the dissolution,
liquidation, or transfer or disposition (by operation of law or otherwise) for less than adequate consideration
of a substantial portion of the assets of Borrower or any Guarantor;
G) Without the prior written express consent of Lender, the direct or indirect transfer (by
operation of law or otherwise) of the Real Property that is the subject of the Mortgage(s) or any ownership or
shareholder interest in Borrower or Guarantor, or ofa substantial part of the assets of Borrower or Guarantor;
ll. Default Rate. The default rate of interest shall be twenty four percent (24%) per annum.
12. Acceleration and Remedies. Upon the occurrence of an Event of Default hereunder, in
addition to any other rights or remedies available to it hereunder or under any other Loan Document or at law
or in equity, and without notice, the Lender may exercise any or all of the following rights and remedies as it
may deem necessary or appropriate:
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(i) declare the outstanding principal balance of the Loan, together with all accrued and
unpaid interest thereon at the default rate and all other sums due hereunder or under any of the other Loan
Documents, to be immediately due and payable in full; and/or
(ii) set off all property of the Borrower
now or hereafter at any time in its possession in any
capacity whatsoever including but not limited to, any balance or share of any deposit, trust or agency account,
as to all of which property the Borrower hereby grants the Lender a lien and security interest.
13. Waivers. The Borrower hereby waives presentment, demand, notice of nonpayment protest
notice of protest, or other notice of dishonor, and any and all other notices in connection with any default
under this Note, or any enforcement of the payment of, the Loan. To the extent permitted by law, Borrower
waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. The
Borrower further waives and releases all procedural errors, defects and imperfections in any proceedings
instituted by the Lender under the terms of this Note, any of the Loan Documents or with respect to any
Collateral.
14, Deposit Account. Intentionally omitted.
15. Chang es. This Note can only be changed by an agreement in writing signed by the Borrower
and the Lender.
16. Binding on Successors and Assigns. All obligations under this Note are the joint and
several unconditional obligations of the Borrower and all who succeed to its rights and interests. Release of
any Borrower, any Guarantor or any other property or Collateral shall not release any other Borrower,
Guarantor, property or Collateral.
17. Maximum Rate of Interest on Loan. Notwithstanding anything to the contrary contained
herein or in any other document executed in connection with the Loan, the effective rate of interest on the
Loan shall not exceed the maximum effective rate of interest permitted by applicable law or regulation. The
Borrower hereby agrees to give the Lender written notice in the event that Borrower has actual knowledge
that an interest payment made to the Lender with respect to this Loan will cause the total interest payments
collected in any one year to be usurious under applicable law, and the Lender hereby agrees not to collect
knowingly any interest from the Borrower in the form of fees or otherwise which will render this Loan
usurious. In the event that such interest would be usurious in the Lender’s opinion, the Lender reserves the
right to reduce the interest payable by the Borrower or refund any such interest to the Borrower.
18. Governing L: aw. This Agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey.
195 Action. Waiver of Jury Trial; Consent to Jurisdiction and Venue: Consent to Service of
Process. Following the occurrence of any Event of Default, the Borrower shall pay upon demand all costs and
expenses (including all amounts paid to attorneys, accountants, real estale brokers and other advisors
employed by the Lender), incurred by the Lender in the exercise of any ofits rights, remedies or powers under
this Note, any of the Loan Documents or with respect to any Collateral with respect to such Event of Default
and any amount thereof not paid promptly following demand therefor together with interest thereon at the
Default Rate from the date of such demand, shall become part of the Loan and shall be secured by the
Mortgage and all other Collateral. In connection with and as part of the foregoing, in the event that any of the
Loan Documents is placed in the hands of an attorney for the collection of any sum payable thereunder, the
Borrower agrees to pay reasonable attorney’s fees for the collection of the amount being claimed under such
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Loan Document, as well as all costs, disbursements and allowances provided by law, the payment of which
sums shall be secured by the Mortgage and all other Collateral.
THE BORROWER WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED UPON, OR RELATED TO, THIS NOTE OR ANY OF THE OTHER LOAN
DOCUMENTS OR ANY OF THE TRANSACTIONS RELATED TO ANY OF THE LOAN
DOCUMENTS. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY
MADE BY BORROWER AND BORROWER ACKNOWLEDGES THAT NEITHER LENDER NOR
ANY PERSON ACTING ON BEHALF THEREOF HAS OR HAVE MADE ANY
REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY
WAY TO MODIFY OR NULLIFY ITS EFFECT. THE BORROWER FURTHER
ACKNOWLEDGES THAT BORROWER HAS BEEN REPRESENTED (OR HAS HAD THE
OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS NOTE AND IN THE
MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED BY
BORROWER’S OWN FREE WILL, AND THAT BORROWER HAS HAD THE OPPORTUNITY TO
DISCUSS THIS WAIVER WITH COUNSEL. THE BORROWER AGREES THAT THIS IS A
BUSINESS LOAN THAT WAS NEGOTIATED IN THE STATE OF NEW JERSEY AND THAT THE
OBLIGATIONS EVIDENCED BY THIS NOTE ARE EXEMPTED TRANSACTIONS UNDER THE
TRUTH-IN-LENDING ACT, 15 U.S.C. SECTION 1601, ET SEQ. THE BORROWER FURTHER
ACKNOWLEDGES THAT BORROWER HAS READ AND UNDERSTANDS THE MEANING OF
THIS WAIVER PROVISION. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF
THE SUPERIOR COURT OF NEW JERSEY, CAMDEN OR ESSEX COUNTY, FOR ANY
PROCEEDING IN CONNECTION HEREWITH. BORROWER HEREBY WAIVES OBJECTIONS
AS TO VENUE AND CONVENIENCE OF FORUM. IF LENDER BRINGS ANY ACTION OR SUIT
TO ENFORCE ANY OR ALL OF BORROWERS OBLIGATIONS UNDER THIS NOTE, THE LOAN
DOCUMENTS, SERVICE OF PROCESS MAY BE MADE UPON THE BORROWER BY MAILING
A COPY OF THE SUMMONS BY PREPAID CERTIFIED FIRST CLASS MAIL, RETURN
RECEIPT REQUESTED, TO THE BORROWER, AND IN SUCH EVENT BORROWER HEREBY
WAIVES ANY AND ALL OBJECTIONS TO SUFFICIENCY OF SERVICE OF PROCESS. THE
FOREGOING SHALL BE DEEMED INDEPENDENT COVENANTS.
20. Rights Cumulative. No right or remedy conferred upon or reserved to the Lender under this
Note, the Mortgage or any of the Loan Documents, or with respect to any guaranty of payment of the Loan or
of performance of any of the Borrower’s obligations under any of the Loan Documents or any collateral
securing the payment of the Loan under any of the Loan Documents, now or hereafter existing at law or in
equity or by statute or other legislative enactment, is intended to be or shall be deemed exclusive of any other
such right or remedy, and each and every such right or remedy shall be cumulative and concurrent, and shall
be in addition to every other such right or remedy, and may be pursued singly, concurrently, successively or
otherwise, at the sole discretion of the Lender, and shall not be exhausted by any one exercise thereof but may
be exercised as often as occasion therefore shall occur. No act of the Lender shall be deemed or construed as
an election to proceed under any one such right or remedy to the exclusion of any other such right or remedy;
furthermore, each such right or remedy of the Lender shall be separate distinct and cumulative any none shall
be given effect to the exclusion of any other. The failure to exercise or delay in exercising any such right or
remedy, or the failure to insist upon strict performance of any term of any of the Loan Documents, shall not
be construed as a waiver or release of the same, or of any Event of Default thereunder, or of any obligation or
liability of the Borrower thereunder. Nothing herein, however, shall be construed to prevent the Lender from
waiving any condition, obligation or default it should so elect. In the event of such election by the Lender,
any waiver, in order to be effective, must be in writing and signed by the Lender, and any such waiver shall
be strictly limited in its effect to the condition, obligation or default specified therein and shall not extend to
any subsequent condition, obligation or default or impair any right of the Lender with respect thereto.
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21. Judgment/Non-Merger. The recovery of any judgment by the Lender and/or the levy of
execution under any judgment shall not affect in any manner or to any extent, liens or other security interests
in any Collateral, or any rights, remedies or powers of the Lender under any of the Loan Documents or with
respect to any Collateral, but such liens and security interests, and such rights, remedies and powers of the
Lender shall continue unimpaired as before. Further, the entry of any judgment by the Lender shall not affect
in any way the interest rate payable under any of the Loan Documents on any amounts due to the Lender, but
interest shall continue to accrue on such amounts at the Default Rate (as defined above).
22 Notices. All notices required hereunder shall be given in accordance with the terms of the
Business Loan Agreement.
IN WITNESS WHEREOF, the Borrower has executed this Commercial Mortgage Note on the date
first above set forth.
ZAFEE: OPERTIES LLC
By: =
Ismail Mohammed, Manager
(SEAL)
AMEERA P} IES LLC
By: (SEAL)
Ismail Mohammed, Manager
ACKNOWLEDGMENT
STATE OF NEW JERSEY )
)ss.
COUNTY OF BURLINGTON )
BE IT REMEMBERED that on this.) day of July, 2023 before me, the subscriber, personally
came and appeared Ismail Mohammed, to me known, who | am satisfied is and who being by me duly swom
did depose and say that he is Manager of Zafeera Properties LLC and Ameera Properties LLC, the
entities described herein and that he executed the foregoing instrument, that he sealed the same and delivered
said instrument as the voluntary act and deed of the Limited Liability Companies.
WITNESS my hand and notarial seal the day and year aforesaid.
My Commission Expires: —
MARIBETH DOUGHERTY
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires
NOVEMBER 26, 2026
6
CAM-L-001352-24 05/02/2024 10:34:22 AM Pg 14 of 21 Trans ID: LCV20241115283
Exhibit “B”
CAM-L-001352-24 05/02/2024 10:34:22 AM Pg 15 of 21 Trans ID: LCV20241115283
COMMERCIAL GUARANTY
July 5, 2023
Borrower: Zafeera Properties LLC and Ameera Properties LLC
Lender: 2EE, LLC
Guarantor: Ismail Mohammed
AMOUNT OF GUARANTY: The amount of this Guaranty is Unlimited.
CONTINUING UNLIMITED GUARANTY: For good and valuable consideration, Ismail Mohammed
("Guarantor"), jointly and severally, absolutely and unconditionally guarantee and promise to pay to 2EE
LLC ("Lender") or its order, on demand, in legal tender of the United States of America, the indebtedness
(as that term is defined below) of Zafeera Properties LLC or such other entity in which Guarantor is a
shareholder, member, officer, partner or legal participant, which may, now or in the future, have a
borrowing relationship with "Lender" ("Borrower"), to Lender on the terms and conditions set forth
in this
Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor
are
continuing.
DEFINITIONS: The following words shall have the following meanings when used in this Guaranty:
BORROWER. The word "Borrower" means Zafeera Properties LLC and Ameera Properties LLC.
GUARANTOR. The word "Guarantor" means Ismail Mohammed.
GUARANTY. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of
Lender dated July 5, 2023.
INDEBTEDNESS. The word "Indebtedness" is used in its most comprehensive sense and means
any and all of Borrower’s liabilities, obligations, debts and indebtedness to Lender, now existing
or hereinafter incurred or created, beginning with a Note between Borrower and Lender dated July
5, 2023 and including without limitation, all loans, advances, over-advances requested by the
Borrower, interest, costs, debts, overdraft indebtedness, credit card, lease obligations, other
obligations, and liabilities of Borrower, or any of them, and any present or future judgments against
Borrowers, or any of them; and whether any such Indebtedness is voluntarily or involuntarily
incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or
undetermined; whether Borrower may be liable individually or jointly with others, or primarily or
secondarily, or as guarantor or surety; whether recovery of the indebtedness may be or may become
barred or unenforceable against Borrower for any reason whatsoever; and whether the indebtedness
arises from transactions which may be voidable on account of infancy, insanity, ultra vires or
otherwise.
LENDER: The word "Lender" means 2EE LLC, its successors and assigns
RELATED DOCUMENTS: The words "Related Documents" means and include without
limitation all promissory notes, credit agreements, loan agreements, environmental agreements,
CAM-L-001352-24 05/02/2024 10:34:22 AM Pg 16 of 21 Trans ID: LCV20241115283
guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements
and documents, whether now or hereafter existing, executed in connection with the indebtednes
s.
NATURE OF GUARANTY. Guarantor’s liability under this Guaranty shall be open and continuous
for so
Jong as this Guaranty remains in force. Guarantor intends to guarantee at all times the performanc
e and
prompt payment when due, whether at maturity or earlier by reason or acceleration or
otherwise, of all
Indebtedness. Accordingly, no payment made upon the Indebtedness will discharge
or diminish the
continuing liability of Guarantor in connection with any remaining portions of the Indebtedn
ess or any of
the Indebtedness which subsequently arises or is thereafter incurred or contracted.
DURATION OF GUARANTY. This Guaranty will take effect when reccived by Lender
without the
necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will
continue in full
force until all Indebtedness incurred or contracted before receipt by Lender of any notice of
revocation shall
have been fully and finally paid and satisfied and all other obligations of Guarantor under
this Guaranty
shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor
may only do so
in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified
mail, at the
address of Lender listed above or such other place as Lender may designale in writing. Written
revocation
of this Guaranty will apply only to advances or new Indebtedness created after actual receipt
by Lender of
Guarantor’s written revocation. For this purpose and without limitation, the term "new Indebtedne
ss" does
not include Indebtedness which at the time of notice of revocation is contin, gent, unliquidated,
undetermined
or not due and which later becomes absolute, liquidated, determined or duc.
This Guaranty will continue
to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior
to receipt of
Guarantor’s written notice of revocation, including any extensions, renewals, substitutions
or modifications
of the Indebtedness. All renewals, extensions, substitutions and modifications of the Indebtedne
ss granted
after Guarantor's revocation are contemplated under this Guaranty and, specifically, will not
be considered
to be new Indebtedness. This Guaranty shall bind the estate of Guarantor as to Indebtedness
created both
before and after the death or incapacity of Guarantor, regardless of Lender’s actual
notice of Guarantor’s
death. Subject to the foregoing, Guarantor's executor or administrator or other legal representa
tive may
terminate this Guaranty in the same manner in which Guarantor might have terminated it and
with the same
effect. Release of any other guarantor or termination of any other guaranty of the Indebtedn
ess shall not
affect the liability of Guarantor under this Guaranty. A revocation received by Lender from
any or more
Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty.
It is anticipated
that fluctuation may occur in the aggregate amount of Indebtedness covered by this Guaranty,
and it is
specifically acknowledged and agreed by Guarantor that reductions in the amount of Indebtedne
ss, even to
zero dollars ($0.00), prior to written revocation of this Guaranty by Guarantor shall
not constitute a
termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs,
successors
and assigns so long as any of the guaranteed Indebtedness remains unpaid and even though
the Indebtedness
guaranteed from time to time by zero dollars ($0.00).
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender either
before or after
any revocation hereof, without notice of demand and without lessening Guarantor’s liability
under this
Guaranty, from time to time: (a) prior to revocation as set forth above, to make one more additional
secured
or unsecured loan to Borrower, to lease equipment or other goods to Borrower, or otherwise
to extend
additional credit to Borrower; (b) to alter, compromise, renew, extend, accelerate or otherwise
change one
or more times the time for payment or other terms of the Indebtedness or any part of the
Indebtedness,
including increases and decreases in the rate of interest on the Indebtedness; extensions
may be repeated
and may be for longer than the original loan term; (c) to take and hold security for the
payment of this
Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or
decide not to perfect, and
release any such security, with or without the substitution of new collateral; (d) to
release, substitute, agree
not to suc, or deal with any one or more of Borrower’s sureties, endorsers or any
other guarantors on any
terms or in any manner Lender may choose; (e) to determine how, when and what applicatio
n of payments
and credits shall be made on the Indebtedness; (f) to apply such security and direct the order
or manner of
2
CAM-L-001352-24 05/02/2024 10:34:22 AM Pg 17 of 21 Trans ID: LCV20241115283
sale thereof, including without limitation, any non-judicial sale permitted by the terms of
the controlling
security agreement or deed of trust, as Lender in its discretion may determine; (g) to sell, transfer,
grant
participations in all or any part of the indebtedness; and (h) to assign or transfer this Guaranty in
whole or
in part.
GUARANTOR’S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to
Lender that (a) no representations or agreements of any kind have been made to Guarantor which
would
limit or qualify in any way the terms or this Guaranty; (b) this Guaranty is executed at Borrower’
s request
and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty;
(d) the prov
Preview
CAM-L-001352-24 05/02/2024 10:34:22 AM Pglof21 Trans ID: LCV20241115283 AMAR A. AGRAWAL, ESQUIRE Attorney ID. 0000242010 DOUGLAS J. FERGUSON, ESQUIRE Attorney ID. 028292012 Eisenberg, Gold & Agrawal P.C. 1040 North Kings Highway - Suite 200 Cherry Hill, New Jersey 08034 (856) 330-6200 Attomey for Plaintiff File No. EF-949.1-A SUPERIOR COURT OF NEW JERSEY 2EE LLC LAW DIVISION Plaintiff(s), CAMDEN COUNTY vs. Docket No. L- Zafeera Properties LLC; Ameera Civil Action Properties LLC; and Ismail Mohammed COMPLAINT Defendant(s). Plaintiff, 2EE LLC (“Plaintiff’, “Lender” or “2EE LLC”), with its principal place of business located at 2 Bala Plaza, Suite 800, Bala Cynwyd, PA 19004, by way of Complaint against the Defendant(s) says: PARTIES 1 Plaintiff is a Florida limited liability company with a principal place of business located at 2 Bala Plaza, Suite 800, Bala Cynwyd, PA 19004. 2. Upon information and belief, Defendant Zafeera Properties LLC (‘Zafeera”) is New Jersey limited liability company with an address last known to Plaintiff of 841 Bergen Avenue, Jersey City, New Jersey 07306. 3 Upon information and belief, Defendant Ameera Properties LLC (“Ameera”) is New Jersey limited liability company with an address last known to Plaintiff of 841 Bergen Avenue, Jersey City, New Jersey 07306. CAM-L-001352-24 05/02/2024 10:34:22 AM Pg2of21 Trans ID: LCV20241115283 4 Upon information and belief, Defendant Ismail Mohammed (“Mohammed”) is an adult individual with an address last known to Plaintiff of 116 Ridgeview Road, Stroudsburg, Pennsylvania 18360. FACTS 5 On or about July 5, 2023, the Defendants Zafeera and Ameera (collectively hereinafter referred to as “Borrowers”), being indebted to Lender, in the sum of $2,899,000.00 (“Note”), executed to it a certain Note of that date to secure that sum payable with interest at the rate of 14% per annum, the said sum to be payable in monthly installments interest only, commencing on September 1, 2023, and monthly thereafter with all accrued principal interest and other charges due on July 5, 2024 (the “Maturity Date”). Said Note was given to Lender by the Borrowers. A true and correct copy of the Note is attached hereto as Exhibit “A.” 6 The Note provided that if any installment payment shall remain unpaid after the same shall fall due, the whole principal sum together with all unpaid interest, should, at the option of the Lender, its successors and assigns, become immediately due and payable. 7. The Note also provides that in the event any installment payment is not made within 10 days after the date when same shall fall due, that a delinquency charge of 10% of each dollar or fraction thereof of said monthly payment shall be immediately due and payable, and if not paid shall accrue monthly until all delinquent payments and charges thereon shall be made. 8 The Note further provides that in the event of default, interest shall increase to twenty-four (24%) percent per annum. 9 The Note provides in Paragraph 19 that Borrower consents to the jurisdiction of the Superior Court of New Jersey, Camden County, for any proceeding in connection with the Note. 10. In order to secure the Note, on July 5, 2023 Defendant Mohammed (hereinafter referred to as “Guarantor”) executed a Commercial Guaranty, wherein Guarantor absolutely and CAM-L-001352-24 05/02/2024 10:34:22 AM Pg3o0f21 Trans ID: LCV20241115283 unconditionally guaranteed and promised to pay to Lender the indebtedness of Borrowers under the Note. A true and correct copy of the Guaranty is attached hereto as Exhibit “B.” 11. The Guaranty provided that if there is a lawsuit, Guarantor submits to the jurisdiction of the Superior Court of New Jersey, Camden County. 12. In order to further secure the Note, Borrowers provided Lender with a Mortgage (the “Mortgages”) and an Assignment of Leases and Rents (the “Assignments”) related to certain real property collateral located at 161-167 North 7" Street, Newark, New Jersey 07107 (“Mortgaged Premises 1”) and 219-221 Mt. Prospect Avenue, Newark, New Jersey 07107 (“Mortgaged Premises 2”) (collectively the “Mortgaged Premises”). 13. A material condition of the loan to Borrowers was that the Mortgaged Premises be fully leased with a monthly rent roll of at least $14,440.00 for Mortgaged Premises 1 and $27,260.00 for Mortgaged Premises 2. 14. In connection with the Assignment of Leases and Rents, prior to closing and as part of Lender’s due diligence and underwriting process, Borrowers provided Lender with purported leases for the Mortgaged Premises (the “Leases”). 15. Borrowers represented to Lender, by and through the purported Leases, that the Mortgaged Premises were fully leased with paying tenants and a monthly rent roll of at least $14,440.00 for Mortgaged Premises 1 and $27,260.00 for Mortgaged Premises 2. 16. On September 1, 2023, a payment of principal and interest became due and payable and was not paid and Lender has elected that the entire principal sum with all unpaid interest thereon shall now become due and payable. 17. On or about December 11, 2023 Lender exercised its right to accelerate all remaining payments and demand the total outstanding indebtedness immediately due and payable. A true and correct copy of the Demand Letter is attached hereto as Exhibit CAM-L-001352-24 05/02/2024 10:34:22 AM Pg4of21 Trans ID: LCV20241115283 18. Borrower and Guarantor have failed to pay the Note, Guaranty and any charges and any part thereof, and Lender is exercising its right to pursue the entire unpaid balance of the Note and related Guaranty. 19. Lender has used the services of an attorney and suit has been filed. COUNT ONE Breach of Contract — Promissory Note 20. Plaintiff repeats and realleges each and every allegation set forth above as if set forth fully herein. 21. Lender and Borrowers entered into a legally binding contract in the form of the Note. 22. Borrowers have defaulted under the Note by, inter alia, failing to make payment when due for September 1, 2023. 23. Sums are due and owing under the Note and have not been paid. WHEREFORE, Plaintiff, 2EE LLC, hereby demands judgment against the Defendants, Zafeera Properties LLC and Ameera Properties LLC on the Note for the amounts due and owing thereon, plus attorneys’ fees and collection costs. COUNT TWO Breach of Contract — Guaranty 24. Plaintiff repeats and realleges each and every allegation set forth above as if set forth fully herein. 25. Lender and Guarantor entered into a legally binding contract in the form of the Guaranty. 26. Guarantor defaulted under the Guaranty by, inter alia, failing to make payment when due for September 1, 2023. 27. Sums are due and owing under the Guaranty and have not been paid. CAM-L-001352-24 05/02/2024 10:34:22 AM Pg5of21 Trans ID: LCV20241115283 WHEREFORE, Plaintiff, 2EE LLC, hereby demands judgment against the Defendant Ismail Mohammed on the Guaranty for the amounts due and owing thereon, plus attorneys’ fees and collection costs. COUNT THREE Fraud in the Inducement 28. Plaintiff repeats and realleges each and every allegation set forth above as if set forth fully herein. 29. Borrowers misrepresented a material fact by representing to Lender that the Mortgaged Premises were fully leased with paying tenants and a monthly rent roll of at least $14,440.00 for Mortgaged Premises 1 and $27,260.00 for Mortgaged Premises 2. 30. Borrowers knew, as owners of the Mortgaged Premises, that the Mortgaged Premises were in fact not fully leased with paying tenants and that the Mortgaged Premises did not have a monthly rent roll of at least $14,440.00 for Mortgaged Premises 1 and $27,260.00 for Mortgaged Premises 2. 31. Borrowers intended that Lender rely on the misrepresentation in satisfying a material condition of granting the loan evidenced by the Note set forth hereinabove. 32. Lender reasonably relied on the misrepresentation, and as a result has suffered damages. WHEREFORE, Plaintiff, 2EE LLC, hereby demands judgment against the Defendants, Zafeera Properties LLC and Ameera Properties LLC for compensatory damages, punitive damages, attorneys’ fees and costs and such other and further relief as the Court deems equitable and just. EISENBERG, GOLD & AGRAWAL, P.C. Atto s for Plaintiff \ 7—~ y Dated: May 2, 2024 DOUGLAS J. FERGUSON, ESQUIRE CAM-L-001352-24 05/02/2024 10:34:22 AM Pg 6o0f21 Trans ID: LCV20241115283 DESIGNATION OF TRIAL COUNSEL Pursuant to R. 4:5-1(c), the Court is advised that Amar A. Agrawal, Esq. and Douglas J. Ferguson, Esquire, Attorneys-at-Law of New Jersey, are hereby designated as trial counsel on behalf of Plaintiff. RULE 4:5-1 CERTIFICATION [hereby certify that in accordance with R. 4:5-1, the matter in controversy is not the subject matter of any other Court proceeding or arbitration, nor are any such Court proceedings or arbitrations contemplated, except the foreclosure action captioned 2EE LLC v. Zafeera Properties LLC and Ameera Properties LLC et al, F-002797-24. I further certify that to my knowledge, there are no other parties to be joined. I am aware that if any of the statements contained herein are wilfully false, I am subject to punishment. EISENBERG, GOLD & AGRAWAL, P.C. Atto ys\for Plaintiff By: VN ae DOUGLAS J. FERGUSON, ESQUIRE DATED: May 2, 2024 CERTIFICATION OF REDACTION I certify that confidential personal identifiers have been redacted from documents now submitted to the court, and will be redacted from all documents submitted in the future in accordance with R. 1:38-7(b). EISENBERG, GOLD & AGRAWAL, P.C. Attorn for Plaintiff By: _ As DOUGLAS J. FERGUSON, ESQUIRE DATED: May 2, 2024 CAM-L-001352-24 05/02/2024 10:34:22 AM Pg7of21 Trans ID: LCV20241115283 Exhibit “A” CAM-L-001352-24 05/02/2024 10:34:22 AM Pg 8o0f21 Trans ID: LCV20241115283 COMMERCIAL MORTGAGE NOTE $2,899,000.00 July 5, 2023 FOR VALUE RECEIVED, the undersigned, ZAFEERA PROPERTIES LLC and AMEERA PROPERTIES LLC (individually each and collectively the "Borrower"), with an address of 841 Bergen Avenue, Jersey City, NJ 07306, promises to pay 2EE LLC ("Lender") at its offices at 133 Old Gulph Road, Wynnewood, PA 19096, or at such other place as the Lender may direct, the sum of Two Million Eight Hundred Ninety-Nine Thousand Dollars ($2,899,000.00), together with interest as follows: I Definitions. In this Commercial Mortgage Note, all words and terms not defined herein shall have the respective meanings and be construed herein as provided in the Business Loan Agreement and in the Mortgage and Security Agreement, of even date hereof. 2. Loan Amount. This Commercial Mortgage Note (the "Note") evidences a commercial mortgage loan by Lender to Borrower in the amount of Two Million Eight Hundred Ninety-Nine Thousand Dollars ($2,899,000.00) (the "Loan"). 3 T crm of Loan; crm Extension. This Loan shall be for a term of one (1) year. Loan, Extension, The Note shall mature on the 1-year anniversary of the date of this Note (“Maturity Date”). 4 Interest Rate. The Loan shall bear initial interest at the annual fixed rate of fourteen percent (14.0%). The annual interest rate shall be calculated on a 365/360 basis, that is, by applying the ratio of the annual interest rate over a year of 360 days multiplied by the outstanding principal balance, multiplied by the actual number of days the principal is outstanding. 5 Payments. Borrower shall make initial monthly payments of interest only beginning September 1, 2023. Interest from the date of closing to August 1, 2023 shall be paid by Borrower at closing. Payments shall be made by automatic debit by Lender from a bank account designated by Borrower. On the Maturity Date, the entire outstanding principal amount of the Loan, shall be due and payable, together with all other unpaid interest, fees, penalties, costs and expenses due under the Note and/or Mortgage. 6. Prepayment Penalty. Lender shall be entitled to collect a minimum of four (4) months of interest payments on the outstanding amount due, including without limitation, upon acceleration of the amount due under the Note for any reason listed hereunder or upon satisfaction of the balance within the first four (4) months from the date hereof. This amount is fully earned, non-refundable and due and payable on the date charged by Lender. After the payment of four (4) monthly interest payments, Borrower shall have the privilege of prepaying this Note in full only, without penalty. No partial prepayment will be accepted at any time, unless the Loan is being paid in full. This Note is not assumable by any third-party and shall remain the obligation of the Borrower. 7 Late Fees and Return of Payment Fees. [f Lender does not receive the entire amount of any payment required under this Note within ten (10) days of its due date, the Borrower shall pay a late fee of ten percent (10%) of the payment amount. Borrower shall be charged a retuned payment fee in the amount of fifty dollars ($50.00) for any payments returned for non-sufficient funds. 8 Loss of Mare’ In the event that any present or future law, rule, regulation, treaty or official directive or the interpretation or application thereofby any monetary authority or governmental authority, or CAM-L-001352-24 05/02/2024 10:34:22 AM Pg9of21 Trans ID: LCV20241115283 the compliance with any guideline or request of any monetary authority or governmental authority (whether or not having the force of law): (a) directly or indirectly subjects Lender to any tax with respect to any amounts payable under this Agreement or the other Loan Documents by Borrower or otherwise with respect to the transactions contemplated under this Agreement or the other Loan Documents (except for taxes on the overall net income of Lender imposed by the U.S. or any political subdivision thereof); or (b) directly or indirectly imposes, modifies or deems applicable any deposit insurance, reserve, special deposit, capital maintenance, capital adequacy, or similar requirement against assets held by, or deposits in : for the account of, or loans or advances or commitment to make loans or advances by, or letters of credit issued or commitment to issue letters of credit by Lender; or ©) directly or indirectly imposes upon Lender any other condition with respect to advances or extensions of credit or the commitment to make advances or extensions of credit under this Agreement, and the result of any of the foregoing is to increase the costs of Lender, reduce the income receivable by or return on equity of Lender or impose any expense upon Lender in each case related to any Advances or extensions of credit made by Lender or commitments by Lender to make Advances or extensions of credit under this Agreement, Lender shall so notify Borrower in writing. Borrower agrees to pay Lender the amount of such increase in cost, reduction in income, reduced return on equity or capital, or additional expense within ten (10) days after presentation by Lender of a statement concerning such increase in cost, reduction in income, reduced return on equity or capital, or additional expense; provided, however, no such amount shall be disproportionate to Borrower as compared to amounts paid by each other borrower for which Lender is the lender. Such statement shall set forth a brief explanation of the amount and Lender’s calculation of the amount (in determining such amount Lender may use any reasonable averaging and attribution methods), which statement shall be conclusively deemed correct absent manifest error. If the amount set forth in such statement is not paid within ten (10) days after such presentation of such statement, interest will be payable on the unpaid amount at the Default Rate from the due date until paid, both before and after judgment. 9 Collateral and Guarantees. Repayment of this Note is secured by, among other things (i) an Open End Mortgage covering the Real Property and Improvements given by Borrower (individually each and collectively the "Mortgage"), as more particularly described in the Business Loan Agreement (the "Loan Agreement"); (ii) an Assignment of all of the Mortgagor’s rights in and to all present and future leases and rents affecting the Real Property and Improvements; (iii) unlimited and unconditional guaranty ("Guaranty") of Ismail Mohammed (the “Guarantor"); (iv) Pledge Agreement and UCC-1 Financing Statement granting Lender a security interest to any and all of Guarantor’s membership interest in each Co-Borrower; and (v) Security Agreement and UCC-1 Financing Statement granting Lendera security interest in and to all of each Co-Borrower’s personal property and business assets, as more particularly described therein. 10. Default. Borrower shall be in default under this Note upon the occurrence of any of the following events (each, an “Event of Default”): (a) Borrower shall fail to make any payment when due of principal, interest, costs and/or fees due to Lender under the Note or under any of the other Loan Documents when due, whether at maturity or by acceleration or otherwise; (b) Except as otherwise specifically provided for in the Loan Agreement, the Borrower shall fail (o observe or perform any of the covenants or agreements on its part to be observed and performed under the Loan Agreement, or under any of the other Loan Documents; CAM-L-001352-24 05/02/2024 10:34:22 AM Pg 10 of 21 Trans ID: LCV20241115283 (©) Any representation or warranty of title by Borrower under the Loan Agreement, or under any of the other Loan Documents shall be untruc in any material respect when made or shall become untrue in any material respect during the term of the Loan; (d) Any Event of Default shall occur under any of the other Loan Documents or under the terms of any other document evidencing or securing any other loan facilities made by Lender to the Borrower or to any Guarantor or an affiliate of the Borrower or any Guarantor; (e) There shall be a material adverse change in the financial condition of the Borrower or any Guarantor as determined by the Lender; (f) The Borrower, any shareholder of the Borrower, or any Guarantor, as the case may be, shall apply for or consent to the appointment of a receiver, trustee or liquidator of itself or himself or any of its or his property, admit in writing its or his inability to pay its or his debts as they mature, make a general assignment for the benefit of creditors, be adjudicated as bankrupt, insolvent or file a voluntary petition in Bankruptcy, or 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 or him in any proceeding under any such law, or if action shall be taken by the Borrower or any Guarantor for the purpose of effecting any of the foregoing; (g) Any order, judgment or decree shall be entered by any court of competent jurisdiction, approving a Petition seeking reorganization of the Borrower, any sharcholder of the Borrower or any Guarantor or all or a substantial part of the assets of the Borrower, any shareholder of the Borrower or any Guarantor, or appointing a receiver, sequestrator, trustee or liquidator of the Borrower, any shareholder of the Borrower or any Guarantor or any of its or his property, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) days; or (h) The Real Property and Improvements shall be materially injured or destroyed by fire or other casualty for which the cost of restoration is not fully insured and if not fully insured, Borrower has failed to deposit with the Lender the difference between the insurance proceeds received and the cost of restoration with the Lender in accordance with the terms of the Mortgage; (i) The death or adjudicated incompetency of a Borrower or Guarantor or the dissolution, liquidation, or transfer or disposition (by operation of law or otherwise) for less than adequate consideration of a substantial portion of the assets of Borrower or any Guarantor; G) Without the prior written express consent of Lender, the direct or indirect transfer (by operation of law or otherwise) of the Real Property that is the subject of the Mortgage(s) or any ownership or shareholder interest in Borrower or Guarantor, or ofa substantial part of the assets of Borrower or Guarantor; ll. Default Rate. The default rate of interest shall be twenty four percent (24%) per annum. 12. Acceleration and Remedies. Upon the occurrence of an Event of Default hereunder, in addition to any other rights or remedies available to it hereunder or under any other Loan Document or at law or in equity, and without notice, the Lender may exercise any or all of the following rights and remedies as it may deem necessary or appropriate: CAM-L-001352-24 05/02/2024 10:34:22 AM Pg11of21 Trans ID: LCV20241115283 (i) declare the outstanding principal balance of the Loan, together with all accrued and unpaid interest thereon at the default rate and all other sums due hereunder or under any of the other Loan Documents, to be immediately due and payable in full; and/or (ii) set off all property of the Borrower now or hereafter at any time in its possession in any capacity whatsoever including but not limited to, any balance or share of any deposit, trust or agency account, as to all of which property the Borrower hereby grants the Lender a lien and security interest. 13. Waivers. The Borrower hereby waives presentment, demand, notice of nonpayment protest notice of protest, or other notice of dishonor, and any and all other notices in connection with any default under this Note, or any enforcement of the payment of, the Loan. To the extent permitted by law, Borrower waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. The Borrower further waives and releases all procedural errors, defects and imperfections in any proceedings instituted by the Lender under the terms of this Note, any of the Loan Documents or with respect to any Collateral. 14, Deposit Account. Intentionally omitted. 15. Chang es. This Note can only be changed by an agreement in writing signed by the Borrower and the Lender. 16. Binding on Successors and Assigns. All obligations under this Note are the joint and several unconditional obligations of the Borrower and all who succeed to its rights and interests. Release of any Borrower, any Guarantor or any other property or Collateral shall not release any other Borrower, Guarantor, property or Collateral. 17. Maximum Rate of Interest on Loan. Notwithstanding anything to the contrary contained herein or in any other document executed in connection with the Loan, the effective rate of interest on the Loan shall not exceed the maximum effective rate of interest permitted by applicable law or regulation. The Borrower hereby agrees to give the Lender written notice in the event that Borrower has actual knowledge that an interest payment made to the Lender with respect to this Loan will cause the total interest payments collected in any one year to be usurious under applicable law, and the Lender hereby agrees not to collect knowingly any interest from the Borrower in the form of fees or otherwise which will render this Loan usurious. In the event that such interest would be usurious in the Lender’s opinion, the Lender reserves the right to reduce the interest payable by the Borrower or refund any such interest to the Borrower. 18. Governing L: aw. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. 195 Action. Waiver of Jury Trial; Consent to Jurisdiction and Venue: Consent to Service of Process. Following the occurrence of any Event of Default, the Borrower shall pay upon demand all costs and expenses (including all amounts paid to attorneys, accountants, real estale brokers and other advisors employed by the Lender), incurred by the Lender in the exercise of any ofits rights, remedies or powers under this Note, any of the Loan Documents or with respect to any Collateral with respect to such Event of Default and any amount thereof not paid promptly following demand therefor together with interest thereon at the Default Rate from the date of such demand, shall become part of the Loan and shall be secured by the Mortgage and all other Collateral. In connection with and as part of the foregoing, in the event that any of the Loan Documents is placed in the hands of an attorney for the collection of any sum payable thereunder, the Borrower agrees to pay reasonable attorney’s fees for the collection of the amount being claimed under such CAM-L-001352-24 05/02/2024 10:34:22 AM Pg 12 of 21 Trans ID: LCV20241115283 Loan Document, as well as all costs, disbursements and allowances provided by law, the payment of which sums shall be secured by the Mortgage and all other Collateral. THE BORROWER WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS RELATED TO ANY OF THE LOAN DOCUMENTS. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY BORROWER AND BORROWER ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF THEREOF HAS OR HAVE MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. THE BORROWER FURTHER ACKNOWLEDGES THAT BORROWER HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED BY BORROWER’S OWN FREE WILL, AND THAT BORROWER HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. THE BORROWER AGREES THAT THIS IS A BUSINESS LOAN THAT WAS NEGOTIATED IN THE STATE OF NEW JERSEY AND THAT THE OBLIGATIONS EVIDENCED BY THIS NOTE ARE EXEMPTED TRANSACTIONS UNDER THE TRUTH-IN-LENDING ACT, 15 U.S.C. SECTION 1601, ET SEQ. THE BORROWER FURTHER ACKNOWLEDGES THAT BORROWER HAS READ AND UNDERSTANDS THE MEANING OF THIS WAIVER PROVISION. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF THE SUPERIOR COURT OF NEW JERSEY, CAMDEN OR ESSEX COUNTY, FOR ANY PROCEEDING IN CONNECTION HEREWITH. BORROWER HEREBY WAIVES OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM. IF LENDER BRINGS ANY ACTION OR SUIT TO ENFORCE ANY OR ALL OF BORROWERS OBLIGATIONS UNDER THIS NOTE, THE LOAN DOCUMENTS, SERVICE OF PROCESS MAY BE MADE UPON THE BORROWER BY MAILING A COPY OF THE SUMMONS BY PREPAID CERTIFIED FIRST CLASS MAIL, RETURN RECEIPT REQUESTED, TO THE BORROWER, AND IN SUCH EVENT BORROWER HEREBY WAIVES ANY AND ALL OBJECTIONS TO SUFFICIENCY OF SERVICE OF PROCESS. THE FOREGOING SHALL BE DEEMED INDEPENDENT COVENANTS. 20. Rights Cumulative. No right or remedy conferred upon or reserved to the Lender under this Note, the Mortgage or any of the Loan Documents, or with respect to any guaranty of payment of the Loan or of performance of any of the Borrower’s obligations under any of the Loan Documents or any collateral securing the payment of the Loan under any of the Loan Documents, now or hereafter existing at law or in equity or by statute or other legislative enactment, is intended to be or shall be deemed exclusive of any other such right or remedy, and each and every such right or remedy shall be cumulative and concurrent, and shall be in addition to every other such right or remedy, and may be pursued singly, concurrently, successively or otherwise, at the sole discretion of the Lender, and shall not be exhausted by any one exercise thereof but may be exercised as often as occasion therefore shall occur. No act of the Lender shall be deemed or construed as an election to proceed under any one such right or remedy to the exclusion of any other such right or remedy; furthermore, each such right or remedy of the Lender shall be separate distinct and cumulative any none shall be given effect to the exclusion of any other. The failure to exercise or delay in exercising any such right or remedy, or the failure to insist upon strict performance of any term of any of the Loan Documents, shall not be construed as a waiver or release of the same, or of any Event of Default thereunder, or of any obligation or liability of the Borrower thereunder. Nothing herein, however, shall be construed to prevent the Lender from waiving any condition, obligation or default it should so elect. In the event of such election by the Lender, any waiver, in order to be effective, must be in writing and signed by the Lender, and any such waiver shall be strictly limited in its effect to the condition, obligation or default specified therein and shall not extend to any subsequent condition, obligation or default or impair any right of the Lender with respect thereto. CAM-L-001352-24 05/02/2024 10:34:22 AM Pg 13 of 21 Trans ID: LCV20241115283 21. Judgment/Non-Merger. The recovery of any judgment by the Lender and/or the levy of execution under any judgment shall not affect in any manner or to any extent, liens or other security interests in any Collateral, or any rights, remedies or powers of the Lender under any of the Loan Documents or with respect to any Collateral, but such liens and security interests, and such rights, remedies and powers of the Lender shall continue unimpaired as before. Further, the entry of any judgment by the Lender shall not affect in any way the interest rate payable under any of the Loan Documents on any amounts due to the Lender, but interest shall continue to accrue on such amounts at the Default Rate (as defined above). 22 Notices. All notices required hereunder shall be given in accordance with the terms of the Business Loan Agreement. IN WITNESS WHEREOF, the Borrower has executed this Commercial Mortgage Note on the date first above set forth. ZAFEE: OPERTIES LLC By: = Ismail Mohammed, Manager (SEAL) AMEERA P} IES LLC By: (SEAL) Ismail Mohammed, Manager ACKNOWLEDGMENT STATE OF NEW JERSEY ) )ss. COUNTY OF BURLINGTON ) BE IT REMEMBERED that on this.) day of July, 2023 before me, the subscriber, personally came and appeared Ismail Mohammed, to me known, who | am satisfied is and who being by me duly swom did depose and say that he is Manager of Zafeera Properties LLC and Ameera Properties LLC, the entities described herein and that he executed the foregoing instrument, that he sealed the same and delivered said instrument as the voluntary act and deed of the Limited Liability Companies. WITNESS my hand and notarial seal the day and year aforesaid. My Commission Expires: — MARIBETH DOUGHERTY NOTARY PUBLIC OF NEW JERSEY My Commission Expires NOVEMBER 26, 2026 6 CAM-L-001352-24 05/02/2024 10:34:22 AM Pg 14 of 21 Trans ID: LCV20241115283 Exhibit “B” CAM-L-001352-24 05/02/2024 10:34:22 AM Pg 15 of 21 Trans ID: LCV20241115283 COMMERCIAL GUARANTY July 5, 2023 Borrower: Zafeera Properties LLC and Ameera Properties LLC Lender: 2EE, LLC Guarantor: Ismail Mohammed AMOUNT OF GUARANTY: The amount of this Guaranty is Unlimited. CONTINUING UNLIMITED GUARANTY: For good and valuable consideration, Ismail Mohammed ("Guarantor"), jointly and severally, absolutely and unconditionally guarantee and promise to pay to 2EE LLC ("Lender") or its order, on demand, in legal tender of the United States of America, the indebtedness (as that term is defined below) of Zafeera Properties LLC or such other entity in which Guarantor is a shareholder, member, officer, partner or legal participant, which may, now or in the future, have a borrowing relationship with "Lender" ("Borrower"), to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing. DEFINITIONS: The following words shall have the following meanings when used in this Guaranty: BORROWER. The word "Borrower" means Zafeera Properties LLC and Ameera Properties LLC. GUARANTOR. The word "Guarantor" means Ismail Mohammed. GUARANTY. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated July 5, 2023. INDEBTEDNESS. The word "Indebtedness" is used in its most comprehensive sense and means any and all of Borrower’s liabilities, obligations, debts and indebtedness to Lender, now existing or hereinafter incurred or created, beginning with a Note between Borrower and Lender dated July 5, 2023 and including without limitation, all loans, advances, over-advances requested by the Borrower, interest, costs, debts, overdraft indebtedness, credit card, lease obligations, other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrowers, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery of the indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires or otherwise. LENDER: The word "Lender" means 2EE LLC, its successors and assigns RELATED DOCUMENTS: The words "Related Documents" means and include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, CAM-L-001352-24 05/02/2024 10:34:22 AM Pg 16 of 21 Trans ID: LCV20241115283 guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the indebtednes s. NATURE OF GUARANTY. Guarantor’s liability under this Guaranty shall be open and continuous for so Jong as this Guaranty remains in force. Guarantor intends to guarantee at all times the performanc e and prompt payment when due, whether at maturity or earlier by reason or acceleration or otherwise, of all Indebtedness. Accordingly, no payment made upon the Indebtedness will discharge or diminish the continuing liability of Guarantor in connection with any remaining portions of the Indebtedn ess or any of the Indebtedness which subsequently arises or is thereafter incurred or contracted. DURATION OF GUARANTY. This Guaranty will take effect when reccived by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at the address of Lender listed above or such other place as Lender may designale in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor’s written revocation. For this purpose and without limitation, the term "new Indebtedne ss" does not include Indebtedness which at the time of notice of revocation is contin, gent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or duc. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor’s written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions and modifications of the Indebtedne ss granted after Guarantor's revocation are contemplated under this Guaranty and, specifically, will not be considered to be new Indebtedness. This Guaranty shall bind the estate of Guarantor as to Indebtedness created both before and after the death or incapacity of Guarantor, regardless of Lender’s actual notice of Guarantor’s death. Subject to the foregoing, Guarantor's executor or administrator or other legal representa tive may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedn ess shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuation may occur in the aggregate amount of Indebtedness covered by this Guaranty, and it is specifically acknowledged and agreed by Guarantor that reductions in the amount of Indebtedne ss, even to zero dollars ($0.00), prior to written revocation of this Guaranty by Guarantor shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs, successors and assigns so long as any of the guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed from time to time by zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender either before or after any revocation hereof, without notice of demand and without lessening Guarantor’s liability under this Guaranty, from time to time: (a) prior to revocation as set forth above, to make one more additional secured or unsecured loan to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromise, renew, extend, accelerate or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases in the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (c) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (d) to release, substitute, agree not to suc, or deal with any one or more of Borrower’s sureties, endorsers or any other guarantors on any terms or in any manner Lender may choose; (e) to determine how, when and what applicatio n of payments and credits shall be made on the Indebtedness; (f) to apply such security and direct the order or manner of 2 CAM-L-001352-24 05/02/2024 10:34:22 AM Pg 17 of 21 Trans ID: LCV20241115283 sale thereof, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (g) to sell, transfer, grant participations in all or any part of the indebtedness; and (h) to assign or transfer this Guaranty in whole or in part. GUARANTOR’S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms or this Guaranty; (b) this Guaranty is executed at Borrower’ s request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the prov