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Filing # 134357060 E-Filed 09/10/2021 12:30:14 PM
IN THE CIRCUIT COURT OF THE SEVENTEENTH JUDICIAL CIRCUIT
IN AND FOR BROWARD COUNTY, FLORIDA
FIRST-CITIZENS BANK & TRUST
COMPANY,
Plaintiff, Case No.: CACE-21-011922
VS.
MIAMI S&E GROUP, INC.,
and OHAD GUZI, and
GUZI'S INVESTMENTS, LLC.,
Defendant.
/
MOTION FOR SUMMARY JUDGMENT AND INCORPORATED MEMORANDUM OF
LAW AS TO DEFENDANT OHAD GUZI AND MOTION FOR DEFAULT FINAL
JUDGMENT AS TO DEFENDANTS MIAMI S&E GROUP, INC. AND GUZI'S
INVESTMENTS, LLC.
COMES NOW Plaintiff, FIRST-CITIZENS BANK & TRUST COMPANY, by and through
its undersigned attorney, and moves this Court for entry of Final Summary Judgment and Default
Final Judgment and as grounds would allege:
1. That the answer filed by Defendant failed to raise any legal defense or any genuine issue
of material fact.
2. A clerks default has been entered against MIAMI S&E GROUP, INC. and GUZI'S
INVESTMENTS, LLC.
3. That Plaintiff hereby files the attached Affidavit in Proofof Claim setting forth under oath
the amount due by Defendant to Plaintiff and further, that the Defendants are not entitled to any
credits or offsets. The attached Affidavit and Exhibits thereto show as follows:
A. The Plaintiff is a Bank which lent money to the Defendants.
B. Defendants entered into a Commercial Guarantee with the Plaintiff whereby if Plaintiff
the Plaintiffloaned the Defendants money the Guarantor would guarantee full and punctual payment.
C. Defendants were to make payments to the Plaintiff.
D. The Defendants defaulted on the loan and failed to make payment.
E. The Defendant owes the Plaintiff the sum of $53,572.38.
*#** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 09/10/2021 12:30:12 PM.*###*
3. That based upon the pleadings, exhibits, and affidavit, there exists no genuine issue of
material fact and accordingly Plaintiff is entitled to Judgment as a matter of law.
MEMORANDUM OF LAW IN SUPPORT OF SUMMARY JUDGMENT
1, Standard for Summary Judgment:
Summary Judgment is available where the “movant shows that there is no genuine dispute
as to any material fact and the movant is entitled to judgment as a matter of law.” Fla.R.Civ.P.
1.510(a). Summary judgments are an “integral” part to our judicial system, with a “fundamental
purpose” to expedite litigation.” Cia. Ecuatoriana De Avaicion y. U.S. & Overseas Corp., 144 S0.2d
338 (Fla. 3d DCA 1962).
Specially, a motion for summary judgment is used as a means of expediting the disposition
of baseless litigation. Castillo v. Baker’s Shoe Stores, Inc., 115 So.2d 427 (Fla. 2" DCA 1959).
Page v. Staley, 226 So.2d 129 (Fla. 4° DCA 1969)(purpose to expedite litigation); Gordon v. Hotel
Seville, Inc., 105 So.2d 175 (Fla. 3d DCA 1958)(disposition of cases where material facts not in
conflict). Unsubstantiated affirmative defenses raised against a claim established by undisputed
evidence are insufficient to stop a Motion for Summary Judgment. Walter T. Embry, Inc. V. LaSalle
Bank, 792 So.2d 567 (Fla. 4" DCA 2001). Issues of fact do not arise merely because the Defendant
disagrees with the facts established by competent evidence, nor because the Defendant wants the
Court to hear the case. Robinson v. Loyola Foundation, Inc., 236 So.2d 154 (Fla. 1 DCA 1970).
“Tf the party moved against has admitted facts which preclude him from obtaining a
judgment . .. or is without evidence to rebut facts established by his opponents evidence, which, if
true precludes judgment in his favor . . . summary judgment is proper.” Connolly v. Sebeco, 89
So.2d 482 (Fla. Sup. Ct. 1956). However, when the Plaintiff states a cause of action and Defendant
is unable to rebut the allegations, a mere paper issue will not avoid a summary judgment Reflex, N.V.
v. Umet Trust, 336 So.2d 473 (Fla. 3 DCA 1976); Connolly, supra. If it appears to the trial court
that an asserted claim is without merit under law and nothing could be accomplished by submitting
immaterial issues to a jury, then a Summary Judgment should be granted. Dade-Commonwealth
Title Ins. Co. V. Biscayne Kennel Club, Inc., 143 So.2d 713 (Fla. 3 DCA 1962).
Under this standard, the undisputed material facts of this case, and the prevailing case law,
a Summary Judgment should be issued in favor of the Plaintiff in this case.
2. Affirmative Defenses alleging Bare Legal Conclusions but devoid of Ultimate Facts:
An affirmative defense is any matter that avoids the action, that the plaintiff is not bound to
prove initially, but that the defendant must affirmatively establish. Further an affirmative defense
is a defense which admits the cause of action, but avoids liability, in whole or part, by alleging an
excuse, justification, or other matter negating or limiting liability. St. Paul Mercury Ins. Co. V.
Coucher, 837 so.2d 483 (Fla. 5" DCA 2002).
A pleading should state ultimate facts essential for the defense asserted as distinguished from
mere legal conclusions. Cady v. Chevy Chase Savings & Loan, Inc., 528 So.2d 136 (Fla. 4" DCA
1988). Mere legal conclusions are not sufficient to state a cause of action unless substantiated by
allegations of ultimate fact. Doyle v. Flex, 210 So.2d 493 (Fla. 4"° DCA 1968); Loving v. Viecelli,
164 So.2d 560 (Fla. 3d DCA 1964); Thompson v, Bank of New York, 862 So.2d 768 (Fla. 4" DCA
2003). Allegations of legal conclusions are of no legal effect or significance and are not binding on
the Court. Brandon y. Pinellas County, 141 So.2d 278 (Fla. 2d DCA 1962); Connelly v. Cama
Mortg. Co., 197 So. 532 (Fla. 1940). Note that a pleading is not rendered insufficient merely
because it contains legal conclusions in addition to the facts that properly belong therein. As
conclusions will be treated as surplusage. Jd. If conclusions of law are set forth in lieu of pleadable
facts, the pleading is defective and insufficient as a matter of law. Cady, supra., Leal vy. Deutsche
Bank Nat'l Trust, 21 So.3d 907 (Fla. 3 DCA 2009).
“The summary judgment standard provided for in this rule shall be construed and applied
in accordance with the federal summary judgment stardard.” See Fla.R.Civ.P. 1.510(a). Under the
federal summary judgment standard, there “is no express or implied requirement in Rule 56 that the
moving party support its motion with affidavits or similar materials negating the opponent’s claim.”
Celotex v. Catrett, 477 U.S. 323, 106 S.Ct. 2548, 91 L.Ed. 265 (1986). The Supreme Court
explained that “the burden on the moving party may be discharged by ‘showing’ - that is, point out
to the district court - that there is an absence of evidence to support the nonmoving party’s case.”
Id.
The Defendant’s defenses are convoluted and irrelevant. The Plaintiff cannot respond to the
defenses as they are unrecognizable under law.
Accordingly, under this standard, the undisputed material facts of this case, and the prevailing
case law, the Defendant’ s Affirmative Defenses are legal insufficient and without sufficient evidence
to support the defenses, and a Summary Judgment should be issued in favor of the Plaintiff in this
case.
WHEREFORE, in the present case, Plaintiff respectfully requests this Honorable Court
enter a Final Judgment in favor of Plaintiff.
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished
to Miami S&E Group Inc, , Defendant, at 3740 N 54th Ave, Hollywood FL 33021, Ohad Guzi, ,
Defendant, at 3740 N 54th Ave, Hollywood FL 33021 Guzi's Investments, LLC,, , Defendant, at
3740 N 54th Ave, Hollywood FL 33021 this [OW day of _, 20) , 2021.
Respectfully subsiftted,
MARCADISSINGER, P.A.
{_-—
B
( )Ralph S. Marcadis, Esquire, FL Bar #351458
( )Gilbert M. Singer, Esquire, FL Bar #282987
( )Amy J. Winarsky, Esquire, FL Bar #900140
( Jee n P. Hempfling, Esquire, FL Bar #89067
( rt J. Lindeman, Esquire, FL Bar #112608
( tuart H. Marcadis, Esquire, FL Bar #121587
5104 South Westshore Blvd., Tampa, FL 33611
813/288-1881, toll free 888/547-1881
Fax: 813/288-9678
E-service: leadings marcadislaw.com
ATTORNEY FOR PLAINTIFF
2109091 06200/sum
This is a communication from a debt collector. We are attempting to collect a debt, Any information you provide may be used for that purpose,
IN THE CIRCUIT COURT OF THE SEVENTEENTH JUDICIAL CIRCUIT
IN AND FOR BROWARD COUNTY, FLORIDA 106200
FIRST-CITIZENS BANK & TRUST
COMPANY,
UCN:
Plaintiff, Case No.:
vs. Division:
MIAMI S&E GROUP, INC.,
and OHAD GUZI, and
GUZI'S INVESTMENTS, LLC.,
Defendants.
/
AFFIDAVIT
The undersigned, being duly sworn, makes the following oath:
1. 1, _Fhewgse , am over 18 years old and competent to make
this affidavit. I am a Custodian of Records and I am authorized by Plaintiff, FIRST-CITIZENS
BANK & TRUST COMPANY, for purposes of making this affidavit. Due to the scope of my job
responsibilities with Plaintiff, I am familiar wi the manner and method by which
FIRST-CITIZENS BANK. & TRUST COMPANY, maintains its normal business books and records,
including computer records of defaulted accounts,
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2. These books and records are made in the course of regularly conducted business activity
Se at or near the time the events they purport to describe occurred, by a person with knowledge of the
Ss acts and events and it was the regular practice of that business activity to make such books and
records. The contents of this affidavit are true and correct based upon my personal knowledge of
the processes by which FIRST-CITIZENS BANK & TRUST COMPANY, maintains its business
books and records.
3, The books and records of FIRST-CITIZENS BANK & TRUST COMPANY, show that
Defendants opened an account with FIRST-CITIZENS BANK & TRUST COMPANY, or a
predecessor in interest, by virtue of entering into a Credit Account and Commercial Guaranty for
the purpose of obtaining an extension of credit and did thereafter use or authorize the use of the
account, Further, Defendants have breached the Agreement by failing to make periodic payments
as required thereby.
4, The attached or previously filed documents are true and correct copies of business records
of FIRST-CITIZENS BANK & TRUST COMPANY, that substantiate the indebtedness of the
Defendants to the Plaintiff.
Bottom of page intentionally left blank.
5. The books and records of FIRST-CITIZENS BANK & TRUST COMPANY, show that
Defendai ts are currently indebted to FIRST-CITIZENS BANK & TRUST COMPANY, on account
number a, for the just and true sum of $53,572.38, and that all just and lawful
offsets, payments, and credits have been allowed.
Given under my hand on:
Dated: Aeeeyss ‘2e, 2021
Affiant Name (Printed) FIcwas<_O'}ar
Affiant Name (Signature:
Title of Affiant Licé - PREScoa J
County of C+AKE
State of 9c _ Camu nds
SUBSCRIBED and sworn to before me, the undersigned Notary Public ini and for the) jurisdiction
aforesaid, by means of physical OSE
» who is Tnown to “st or he “a produced
as identification and acknowledged before me his/her signature to the foregoing
Affidavit.
GIVEN under my hand and seal this ZO dayof Avovst 202 {
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Notary Registration Number, Vitae! NOM
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COMMERCIAL GUARANTY
Borrower: MIAMI S&E GROUP INC Lender: First-Citizens Bank & Trust Company
2346 THOMAS ST Boca Raton Office
HOLLYWOOD, FL 33020 1200 North Fedoral Hwy
Suite 111-A
Boca Raton, FL 33432
Guarantor: HAD GUZ)
740 N 54TH AVE
HOLLYWOOD, FL 33021
CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE, For good and valuable consideration, Guarantor absolutely and unconditionally
guarantees full and punctual payment and satisfaction of the Indebledness of Borrower to Lender, and the performance and discharge of all
Borrower's obligations under the Note and the Related Documents, This Is a guaranty of payment and performance and not of collection, so
Lender can enforce thls Guaranty against Guarantor even when Lender has not exhausted Lendar’s remedies against anyone alse obligated to
pay the Indebtedness or against any collateral seouring the Indebtedness, this Guaranty or any other guaranty of the indebtedness. Guarantor
will make any payments to Lender or Its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or
deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents, Under this Guaranty,
Gusrantors liabllity is unlimited and Guarantor's obligations are continuing.
INDEBTEDNESS, The word “Indebtedness” as used In this Guaranty means alt of the principal amount outstanding from time to Ume and at any
‘one or more mes, accrued unpald Interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable
attorneys’ fees, arising from any and all debls, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired,
that Borrower Individually or collectively or Interchangeably with others, owes or will owe Lender Indebtedness" includes, without limitation,
loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabi 3s and obligations ynder any Interest rate
protection agreements or forelgn currency exchango agreements or commodity price protection agreements, other obligations, and fiabilitias of
Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance,
consolidate or substitute these debts, Ilabilitles and obligatlons whether; voluntarily or involuntarily incurred; due or to become due by their
terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondery In
nature or arising from a guaranty or surety; secured or unsecured; Joint or several or joint end several; evidenced by a negollable or
non-negotlable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason
whatsoever; for any transactlons that may be voldabie for any reason (such as infancy, insenity, ultra vires or otherwise); and originated then
reduced or extinguished and then afterwards Increased or reinstated,
If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties
shall be cumulative. This Guarenty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties.
Guarantor's liability will be Guarantor's aggregale liability under the terms of this Guaranty and any such other unterminated guaranties,
CONTINUING GUARANTY. THIS IS A “CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND
PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR
HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS, ACCORDINGLY, ANY PAYMENTS MADE ON THE
INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY
REMAINING AND SUCCEEDING INDEBTEONESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO
BALANCE FROM TIME TO TIME,
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any
notice to Guarantor or to Borrower, and wil continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of
any notice of revocation shall have been fully and finelly pald and satisfied and all of Guarantor's other obligations under this Guaranty shall have
been performed in full. if Guarantor elects to revoke this Guaranty, Guarantor may only do so In writing. Guarantors. written notice of
revocation must be mailad to Lender, by certified mall, at Lender's address listed above or such other place as Lender may designate In writing.
Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation.
For this purpose and without Imitation, the (erm "new Indebtedness" does not Include the Indebtedness which at the time of notice of
revocation Is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due, For this
purpose and without fimitation, “new indebtedness" does not include all or part of the Indebtedness that Is: incurred by Borrower prior to
revocation; incurred under 8 commitment that bocame binding before revocation; any renewals, extensions, substitutions, and modifications of
the Indebledness. This Guaranty shall bind Guarantors estate as fo the Indebtedness created both before and after Guarantor’s death or
incapacity, regardless of Lender's aclual notice of Guarantor's death. Subject to the foregoing, Guarantors executor or administrator or other
legal representative 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 othar guaranty of the indebtedness shall not affect the: llability of Guarantor under this
Guaranty. A tevocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this
Guaranty. It Js anticipated that fluctuations may occur In the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor
specifically acknowledges and agrogs that reductions In the amount of tho Indebtedness, even to zero dollars ($0.00), 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
Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00).
GUARANTOR'S AUTHORIZATION TO LENDER, Gvarantor authorizes Lender, either before or after any revocation hereof, without notice or
demand and without lessening Guarantor’s liability undor thle Guaranty, from time to time: (A) prior to revocation ae set forth above, fo make
one or more additional securad or unsecured loans to Borrowar, to lease equipment or other goods to Borrower, of otherwise to extend
addltional 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 of {he 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; (0) to release, substitute, agree not to sua, or deal with any one or more of Borrowers sureties,
endorsers, or other guarantors on any terms or in any menner Lender may choose; (E} to determine how, when and what application of
payments and credits shall be made on the Indebtedness; (F] to apply such securlly and direct the order or manner of sale thereof, Including
without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender In Its discretion
COMMERCIAL GUARANTY
(Continued) Page 2
may determine; (G) to sell, transfer, assign or grant participations in all or any part ‘of the Indebladness; and (H) to assign or transfer this
Guaranty in whole oF in part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations of
agreements of any kind have been made to Guarai ntor which would limit or qualify in any way the terms of this Guaranty; (8) this Guaranty Is
executed at Borrowers request and not at the reqs wast of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty;
{0) the provisions of this Guaranty de not co inflict with or result in a default under any agreement or other instrument binding upon Guarantor
and do not result In a violation of any law, regul lation, court decree or order applicable to Guarantor, (E) Guarantor has not and will not, without
tho prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of
Guarantors assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information In form
acceptable to Lender, anid all such financial Information which currently has been, and all future financial Information which will be provided to
Lender |g and will be true and correct In all material respects and falrly present Guarantor's financial condition ss of the dates the financial
information is provided; (G) no material a verse change has occurrad in Guarantor's financial condition since the date of the most recent
financial statements provided to Lender and no event has oct curred which may materially adversely affect Guarantors financial condition; (H)
(Including those for unpald taxes) agains! Guarantor Is pending oF
no litlgation, claim, Investigation, administrative proceeding or similsr actlon creditworthiness
threatened; (I) Lent der,has made no representation to Guarantor as to the of Borrower; and (J ) Guarantor has established
adeqt uate means of obtalning from Borrower on a continuing basis Information regarding Borrower's financialaffect condition. Guarantor agrees to
keep adequalely informa: d from such means of any facts, events, of circumstances whichshallmighthaveIn noany obligation
way Guarantor's risks under this
to disclose to Guarantor any
Guaranly, and Guerantor further agrees that, absent a request for Information, Lender;
Information or documents acquired by Lender In the course of Its relationship with Borrower,
GUARANTOR'S WAIVERS. Except as prohibited by applicable Jaw, Guarantor walves any right to require Lender (A) to continue lending
money or to extend olher credit to Borrower; (8) to make any presentment, protest, demand, or notice of any kind, Including notice of any
nonpayment of the Indebtadness or of any nonpaymen {related to any collateral, or notice of any action or nonaction on tha part of Borrower,
Lender, any surety, endorser, ‘or other guarantor in connection with the Indebtedness Gr In connection with the creation of new or additional
loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor;
(0) to proceed directly ay; ainst or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to pursue
any other remedy within Lender's power; or (F) to comm it any act or omission of, eny kind, or at any time, with respect to any matter
whatsoever.
Guarantor also waives any and all rights or defenses based on suretyship or Impairment of collateral Including, but not limited to, any rights or
from bringing any
defenses arising by reason of (A) any "one action" or “anti-deficiency" law or any other law which may prevent Lender foreclosure
aetion, Including a claim for deficiency, against Guarantor, anybefore or after Lender's cdmmencement or completion of any action,
elther judicially or by exercise of a power of sale; (8) election of remedies by Lender which destroys or otherwise adversely stfects
Guarantor’s subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of
rights Guarantor may suffer by reason of any law limitin, 1g. qualifying, or discharging the Indebtedness, (C) any disability or other defense of
Borrower, of any other guarantor, or of any olher person, ‘or by reason of the cessation of Borrower's llablllty from any cause whatsoever, other
than payment In full In legal tender, of the Indebledness; (0) any right to clalm discharge of the Indebtedness on the basis of unjustified
impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or sult brought by Lender against
Guarantor is commenced, there Is outstanding Indebtedness which is not bared by any applicable statute of !f limitations; or (F) any defenses
given to gu arantors at law or In equity other than actual payment ahd performance of the Indebtedness, payment Is made by Borrower,
whether vol juntarlly or otherwise, or by any third party, on the Indebtedness and thereafter Lender Is forced to remit the amount of that payment
{o Borrower's trustee In bankruptcy or to any similar person under any federal or slate bankruptcy law_or law for the rallef of debtors, the
Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty,
Guarantor further walves and agrees not to assert or clalm at any ilme any deductions to the amount guaranteed under this Guaranty for any
claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the
Borrower, the Guarantor, or both.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS, Guarantor warrants:and agrees that each of the waivers set forth above Is
mada with Guarantor's full knowledge of Its significance and consequences end that, under the circumstances, the waivers are reasonable and
not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be
effective only to the extent permitted by law or public policy. '
RIGHT OF SETOFF. To the extent permitted by appl ficabla law, Lender reserves a right of setoff In all Guarantor's accounts with Lender
(whether checking, savings, or some other account), This Includes all accounts Guerantor holds Jointly with someone else and all accounts
Guerantor may open In the future, However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be
prohibited by law, Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender
may apply the funds In these accounts to pay what Guarantor owes under the terms of this Guaranty.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR, Guarantor agrees that the Indebtedness, whether now existing or hereafter
crested, shall be superior to any claim that Guarantor may now have or herester acquire against Borrower, whether or not Borrower becomes
Insolvent. Guarantor hereby expressly subordinates any claim Guatantor may have against Borrower, upon any account whatsoever, to any
claim that Lender may now or hereafter have against Borrower, In the event of insolvency and consequent liquidation of the assets of Borrower,
through bankruptcy, by en assignment for (he benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to
the payment of the claims of both Lender and Guarantor shall be pald to Lender and shall be first applied by Lender to the Indebtedness.
Guarantor does hereby assign to Lender ail claims which It may have or acquire against Borrower or against any assignee or trustee In
bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in
legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of
Borrower to Guarantor shall be marked with a legend thal the same are subject to this Guaranty and shall be delivered to Lender. Guarantor
agrees, and Lender is hereby authorized, In the name of Guarantor, trom time to time to file financing statements and continuation statements
and to execute documents and to take such other actlons as Lender deems necessary or appropriate to perfect, preserve and enforce Its rights
under this Guaranty.
MISCELLANEOUS PROVISIONS, The following miscellaneous provisions are-a part of this Guaranty:
Amendments. This Guaranty, together with any Related Documents, constitutes tfie entire understanding and agreement of the parties as
to the matters set forth in this Guaranty. No alteration of or emendment to this ‘Guaranty shall be effective unless given In writing and
signed by the party or parties sought to be charged or bound by the alteration or arrlendment.
Attorneys’ Fees; Expenses. Guarantor agress to pay upon demand all of Lender's costs and expenses, Including Lender's reasonable
attornays' fess and Lender's legal expenses, incurred In connection with the enforcement of this Guaranty. Lender may hire or pay
someone else to help enforce thls Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses
COMMERCIAL GUARANTY
(Continued) Page 3
include Lender’s reasonable attorneys’ fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys’ fees and
legal expenses for bankruptcy pr raceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any
anticipated post-Judgment collection services. Guarant tor also shall pay all court costs and such additional fees as may be directed by the
court, ‘
Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to Interpret or define the
provisions of this Guaranty.
Governing Law, This Guaranty will be governed by federal law applicable to Londer and, to the extent not preempted by federal law, the
laws of the State of Florida without regard to Its confilcts of law provisions.
integration, Guarantor further agrees that Guarantor has read and fully under stands the terms of thls Guaranty; Guarantor hes andhad parol the
opportunity to be advised by Guarat ntor’s aflorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentiona
evidence {fs not required to Interpret tthe terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses,
clalms, damages, and costs (including Lenders at tlorneys’ fees) suffered or Incurred by Lendor ag a result of any breach by Guarantor of the
warranties, representations and agreements of this paragraph.
Interpretation. In all cases Where there Is more than one Borrower or Guarantor, then all words used In thls Guaranty In the singular shal}
be deemed to have b een used In the plural where the context and construction so require; and where there is more than one Borrower
named in this Guaranty or when this Gu aranly Is executed by more than one Guarantor, the words "Borrower" and “Guarantor
raspectively shall mean all and any one or more of them. The ¢ words "Guarantor," "Borrower," and "Lander" Include the heirs, successors,
assigns, and transferees of each of them. If a court finds that any provision of this Guaranty Is not valld or should not be enforced, that
fact by itself will not mean that the rest of this Gusranty will not be valid or enforced. There fore, court will enforce the rest of the
provisions of this Guaranty even if a provision of thls Guaranty may be found to similar be Invalid or unenforceable. If any one or more of
entities, It Is not necessary for Lender to inquire
‘Borrower of Guarantor are corporal lions, partnerships, limited liability companles, or
into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on
their behalf, and any indebledness made or creal ted In rellarice upon the professed exercise of such powers shall be guaranteed under this
Guaranty.
Notices, Any notice required to be given under this Guaranty shall ba given in writing, and, except for revocation notices by Guerantor,
shall be effective when actually delivered, whi an actually recelved by telefacsimile (unless otharwise required by taw), when deposited with
a nationally recognized overnight courler, or, Ifshown
mailed, when deposited In the United States mail, as first class, certified or registered mail
near the beginning of this Guaranty. All revocation notices by Guarantor shall be In
postage prepaid, directed to the addresses st
writing and shall be effective upon delivery to ‘Lender as provided In the section of this Guaranty entitled "DURATION OF GUARANTY."
Any party may change ils address for naticés ur inder this. Guaranty by giving written notice to the other parties, specifying that the purpose
‘of the nolice Is to change the party's address, For notice purposes, Guarantor agrees to keep Lend: jer Informed at all times of Guarantor's
current address, Unless otherwise provided or required by law, if there Is more than one Guarantor, any notice given by Lender to any
Guarantor is deemed to be notice given to all Guarantors.
No Waiver by Lender, Lender shall not be deamed to have. walved any rights under this Guaranty unless such walver is given In writing and
signed by Lender, No delay or omission on the part of Lender in exercising any right shall a operate as @ waiver of such right or any other
right. A waiver by Len der of a provision of this Guaranty: shall not prejudice or constitute waiver of Lender's right otherwise to demand
strict compliance with that p rovision or eny other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between
tilute a walver of any of Lender's rights or of any of Guarantors obligations as to any future transactions,
Lender and Guarantor, shall const
Whenever the consent of Lender Is required under this Gusranty, the granting of such consent by Lender In any instance shall not constitute
continuing consent to subsequent Instances where such consent Is required and in all cases such consent may be granted or withheld In
the sole discration of Lender.
Successors and Assigns. Subject to any limitations steted in thls Guaranty on transfer of Guerantor's Interest, this Guaranty shall be
binding upon and inure to the benefit of the parties, thelr successors and assigns.
Walvo Jury, Lender and Guarantor hereby walvo the right to any jury trial In any actlon, proceeding, or counterclaim brought by either
Lender or Guarantor against the other,
SIGNATURE OF SPOUSE OR DOMESTIC PARTNER. According to the federal Equal Credit Opportunity Act and its implementing regulations,
if, under a creditor's standards of creditworthiness, the personal liability of an additional party Js necessary to suppart the extension of the
credit requested, a creditor may re quest that the applicant oblain a co-signer, guarantor, or the like. The applicant's spouse or domestic
partner may serve as an additional party, but a creditor may not require that the spouse or domestic partner be the addillonal party, If
Guarantor Is (| 1) a married person or (il) has established e domestic padnership with @ domestic pariner In a state that provides for and
recognizes d lomest! le partnerships, then Guerantor warrants that his or her execution of this Guaranty constitutes his or her free and
voluntary act ani d agrees that Lender has nol required that he or she serve as (he additional creditworthy party in violation of the federal
Equal Credit Oppo tunity Act or its implementing regulations. Nothing In this Guaranly Is intended to require, nor should this Guaranty be
construed to require, the signalure of a spouse or domestic partner in violation
:
of the federal Equal Credit Opportunity Act or any
regulations adopted under its authority.
ADDITIONAL WAIVERS BY GUARANTOR. To the extent permitted by applicable law, Guarantor also expressly walves all benefits, claims,
rights and defenses Guarantor may have or acquire that sre base }J on: (A) any statutory or common law provision limiting the liability of or
requiring the discharge or exonerat lon of @ guarantor or surely; (8) surelyship or impairment of collateral, Including any benefits, clalms,
rights or defenses Guarantor may hi ave of acquire pursuant to sectlons 3-419 and 3-605 of the Uniform Commercial Code as adopted and
amended from time to time by the various states; (C) any statutory or common law provision that releases, discharges, or limits the flabllity
of 8 femaining obligar following the release of a joint obligor; (0) homestead or exemption laws and any rights thereunder with respect to
any collateral taken as security for the Indebtedness; (E)
, any “one action," "anti-deficlency” or other statutory or common law provision
fimiting the right of Lender to obtain 8 judgment agai inst Guarantor or to otherwise proceed against any person or entity obligated for
payment of the Indebtedness, whether before or after the foreclosure, sale or other disposition of any collateral taken as security for the
indebtedness; and (F) any legal or equitable doctrine or principle of marshalling, Lender shall not be required to sell or dispose of collateral
in Inverse order of allenation or in any other particular order, Without affecting or fessening Gusrantor’s liability to Lender under this
Guaranty, Lender may do or not do any of the following with respect to the Indebtedness or Note without Guarantor’s knowledge, consent
or Jolnder: (A) grant extensions of time for payment, (8) grant renawals, (C) permit modifications of payment terms or other terms or
Conditions, (0) permit assumptions of the Indebtedness or Nole, (E) release one or more borrowers or guarantors from liability, and (F)
exchange or release any collateral or other securlty.
GUARANTOR'S FINANCIAL INFORMATION. For purposes of this section, "Financial (nformatlon" means Information relating to Guarantor's
finances. Guarantor covenents and agraes with Lender that, so long as this Guaranty remains In effect, Guarantor will furnish Lender with
such Finanelal Information at such times and in such detail as Lender may reasonably request, Including, but not limited to, the following: (i)
COMMERCIAL GUARANTY
(Continued) Page 4
Guarantor’ persona! financtal statement (if Guarantor Is an Individual); (ji) Guarantor's quarterly and year-end balance sheel and profit and
loss statements (if Guarantor Is engaged in business activities); (ill) coples of Guerentor's federal and state tax returns end all schedules
relating thereto, including Schedule K-1 (if applicable); and (iv) such additional information and statements, lists of assats and liabilities,
aging of recelvables and payables, inventory schedules, budgets, forecasts, tax returns, and other reports with respect to Guarantor’s
financial condition and business operations as Lender may reasonably request from time to time.
Guarantor warrants and represents that (|) all Financial Information Guarantor has provided and that has been provided on Guarantors
behalfto date Is true and accurate In all material respects and fairly presents Guarantor's financial condition and business {ransactions as of
the date of the Financial Information provided, and (Ii) Financial Information Guarantor provides and that Is provided on Guarantor’s behalf in
the future will be true and accurate In all material respects and will fairly present Guarantor's financial condition and business transactions
as of the date of the Financial Information provided, Guarantor further warrants and represents that, except as specifically disclosed In the
Financlal Information, (I) Guarantor has no direct or contingent liabilities; (fi) ttle to all assets listed in the Finanolal Information is solely In
Guarantor's name, and no other person or entity has gn Interest In such assets: (Ill) there exist no llens, encumbrances, or defects in or
upon the assels listed in the Financial Information; (iv) all taxes owed by Guarantor have been fully pald and-discharged, except taxes not
then due and payable without penalty; (v) there are no claims, actions, or proceedings pending or threatened against Guarantor or any of
Guarantors property; and (vi) there ara no Judgments or llens against Guarantor or any of Guarantor's property. With respect to each copy
of Guarantors tax returns given to Lender, Guarantor warrants and represents that (|) the copy Is a true and accurate copy of the retum, as
filed; (ii) the original of the return was properly signed or electronically authenticated by Guarantor or on Guarantors behalf and submitted
to the appropriate tax authority; and (c) the return accurately states the Guarantor's income, deductions and tax liability for the period
stated, Guarantor acknowledges that Lender has relled and will rely on Guarantor's Finenclal Information,
Guarantor covenants and agrees to send written notice to Lender within five (5) business days after the occurrence of any change that is
both materlal and adverse in (a) Guarantors financial condition or business transactions, (b) Guarantor's ability to perform Guarantors
obligations to Lender, or (c) Financial Information previousiy glven.
Guarantor authorizes Lender and its affiliates to make such credit, employment, and Investigative inquires about Guarantor fram time to
time as Lender and Its affillates deer appropriate to evaluste Guarantor's financial strength, character, and credit histary, to administer any
loan(s) made to others guaranteed by Guarantor, and to collect any sums owing. Lender Is authorized to verify Information about Guarantor
and obtaln consumer report(s) about each individual who signs this Guaranty as a Guarantor or in a representative capacity on behalf of a
Guarantor,
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically
stated to the contrary, all references to dolier amounts shall-mean amounts in lawful money of the United States of America. Words and terms.
used in the singular shall Include the plural, and the plural shail include the singular, as the context may require, Words and terms not otherwise
defined In this Guaranty shall have (he meanings attributed to such terms in the Uniform Commercia! Code:
Borrower, The word "Borrower" means MIAMI S&E GROUP INC and Includes all co-signers and co-makers signing the Note and all thelr
successors and assigns. :
Guarantor, Tha word "Guarantor" means everyone signing this Guaranty, including without limitation OHAD GUZ), and In each case, any
signer's successors and assigns.
Guaranty, The word "Guaranty" means this guaranly from Guarantor to Lender,
Indebtedness, The word "indebtedness" means Borrower's indebtedness to Lender as more particularly described In this Guaranty.
Lender. The word "Lender means First-Cltizens Sank & Trust Company , its successors and assigns.
Note. The word “Note” means and Includes without limitation ail of Borrawer’s promissory notes and/or credit agreements evidencing
Borrower's loan obligations In favor of Lender, together with all renewals of, extensions of, modificatlons of, refinancings of, consolidations
of and substitutions for promissory notes or credit agreements,
Related Documents, The words “Related Documents" mean ail pramissory notes, credit agreements, loan agreements, environmental
agreements, guarenties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed In connection with the indebtedness,
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THI
Preview
Filing # 134357060 E-Filed 09/10/2021 12:30:14 PM IN THE CIRCUIT COURT OF THE SEVENTEENTH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA FIRST-CITIZENS BANK & TRUST COMPANY, Plaintiff, Case No.: CACE-21-011922 VS. MIAMI S&E GROUP, INC., and OHAD GUZI, and GUZI'S INVESTMENTS, LLC., Defendant. / MOTION FOR SUMMARY JUDGMENT AND INCORPORATED MEMORANDUM OF LAW AS TO DEFENDANT OHAD GUZI AND MOTION FOR DEFAULT FINAL JUDGMENT AS TO DEFENDANTS MIAMI S&E GROUP, INC. AND GUZI'S INVESTMENTS, LLC. COMES NOW Plaintiff, FIRST-CITIZENS BANK & TRUST COMPANY, by and through its undersigned attorney, and moves this Court for entry of Final Summary Judgment and Default Final Judgment and as grounds would allege: 1. That the answer filed by Defendant failed to raise any legal defense or any genuine issue of material fact. 2. A clerks default has been entered against MIAMI S&E GROUP, INC. and GUZI'S INVESTMENTS, LLC. 3. That Plaintiff hereby files the attached Affidavit in Proofof Claim setting forth under oath the amount due by Defendant to Plaintiff and further, that the Defendants are not entitled to any credits or offsets. The attached Affidavit and Exhibits thereto show as follows: A. The Plaintiff is a Bank which lent money to the Defendants. B. Defendants entered into a Commercial Guarantee with the Plaintiff whereby if Plaintiff the Plaintiffloaned the Defendants money the Guarantor would guarantee full and punctual payment. C. Defendants were to make payments to the Plaintiff. D. The Defendants defaulted on the loan and failed to make payment. E. The Defendant owes the Plaintiff the sum of $53,572.38. *#** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 09/10/2021 12:30:12 PM.*###* 3. That based upon the pleadings, exhibits, and affidavit, there exists no genuine issue of material fact and accordingly Plaintiff is entitled to Judgment as a matter of law. MEMORANDUM OF LAW IN SUPPORT OF SUMMARY JUDGMENT 1, Standard for Summary Judgment: Summary Judgment is available where the “movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fla.R.Civ.P. 1.510(a). Summary judgments are an “integral” part to our judicial system, with a “fundamental purpose” to expedite litigation.” Cia. Ecuatoriana De Avaicion y. U.S. & Overseas Corp., 144 S0.2d 338 (Fla. 3d DCA 1962). Specially, a motion for summary judgment is used as a means of expediting the disposition of baseless litigation. Castillo v. Baker’s Shoe Stores, Inc., 115 So.2d 427 (Fla. 2" DCA 1959). Page v. Staley, 226 So.2d 129 (Fla. 4° DCA 1969)(purpose to expedite litigation); Gordon v. Hotel Seville, Inc., 105 So.2d 175 (Fla. 3d DCA 1958)(disposition of cases where material facts not in conflict). Unsubstantiated affirmative defenses raised against a claim established by undisputed evidence are insufficient to stop a Motion for Summary Judgment. Walter T. Embry, Inc. V. LaSalle Bank, 792 So.2d 567 (Fla. 4" DCA 2001). Issues of fact do not arise merely because the Defendant disagrees with the facts established by competent evidence, nor because the Defendant wants the Court to hear the case. Robinson v. Loyola Foundation, Inc., 236 So.2d 154 (Fla. 1 DCA 1970). “Tf the party moved against has admitted facts which preclude him from obtaining a judgment . .. or is without evidence to rebut facts established by his opponents evidence, which, if true precludes judgment in his favor . . . summary judgment is proper.” Connolly v. Sebeco, 89 So.2d 482 (Fla. Sup. Ct. 1956). However, when the Plaintiff states a cause of action and Defendant is unable to rebut the allegations, a mere paper issue will not avoid a summary judgment Reflex, N.V. v. Umet Trust, 336 So.2d 473 (Fla. 3 DCA 1976); Connolly, supra. If it appears to the trial court that an asserted claim is without merit under law and nothing could be accomplished by submitting immaterial issues to a jury, then a Summary Judgment should be granted. Dade-Commonwealth Title Ins. Co. V. Biscayne Kennel Club, Inc., 143 So.2d 713 (Fla. 3 DCA 1962). Under this standard, the undisputed material facts of this case, and the prevailing case law, a Summary Judgment should be issued in favor of the Plaintiff in this case. 2. Affirmative Defenses alleging Bare Legal Conclusions but devoid of Ultimate Facts: An affirmative defense is any matter that avoids the action, that the plaintiff is not bound to prove initially, but that the defendant must affirmatively establish. Further an affirmative defense is a defense which admits the cause of action, but avoids liability, in whole or part, by alleging an excuse, justification, or other matter negating or limiting liability. St. Paul Mercury Ins. Co. V. Coucher, 837 so.2d 483 (Fla. 5" DCA 2002). A pleading should state ultimate facts essential for the defense asserted as distinguished from mere legal conclusions. Cady v. Chevy Chase Savings & Loan, Inc., 528 So.2d 136 (Fla. 4" DCA 1988). Mere legal conclusions are not sufficient to state a cause of action unless substantiated by allegations of ultimate fact. Doyle v. Flex, 210 So.2d 493 (Fla. 4"° DCA 1968); Loving v. Viecelli, 164 So.2d 560 (Fla. 3d DCA 1964); Thompson v, Bank of New York, 862 So.2d 768 (Fla. 4" DCA 2003). Allegations of legal conclusions are of no legal effect or significance and are not binding on the Court. Brandon y. Pinellas County, 141 So.2d 278 (Fla. 2d DCA 1962); Connelly v. Cama Mortg. Co., 197 So. 532 (Fla. 1940). Note that a pleading is not rendered insufficient merely because it contains legal conclusions in addition to the facts that properly belong therein. As conclusions will be treated as surplusage. Jd. If conclusions of law are set forth in lieu of pleadable facts, the pleading is defective and insufficient as a matter of law. Cady, supra., Leal vy. Deutsche Bank Nat'l Trust, 21 So.3d 907 (Fla. 3 DCA 2009). “The summary judgment standard provided for in this rule shall be construed and applied in accordance with the federal summary judgment stardard.” See Fla.R.Civ.P. 1.510(a). Under the federal summary judgment standard, there “is no express or implied requirement in Rule 56 that the moving party support its motion with affidavits or similar materials negating the opponent’s claim.” Celotex v. Catrett, 477 U.S. 323, 106 S.Ct. 2548, 91 L.Ed. 265 (1986). The Supreme Court explained that “the burden on the moving party may be discharged by ‘showing’ - that is, point out to the district court - that there is an absence of evidence to support the nonmoving party’s case.” Id. The Defendant’s defenses are convoluted and irrelevant. The Plaintiff cannot respond to the defenses as they are unrecognizable under law. Accordingly, under this standard, the undisputed material facts of this case, and the prevailing case law, the Defendant’ s Affirmative Defenses are legal insufficient and without sufficient evidence to support the defenses, and a Summary Judgment should be issued in favor of the Plaintiff in this case. WHEREFORE, in the present case, Plaintiff respectfully requests this Honorable Court enter a Final Judgment in favor of Plaintiff. CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished to Miami S&E Group Inc, , Defendant, at 3740 N 54th Ave, Hollywood FL 33021, Ohad Guzi, , Defendant, at 3740 N 54th Ave, Hollywood FL 33021 Guzi's Investments, LLC,, , Defendant, at 3740 N 54th Ave, Hollywood FL 33021 this [OW day of _, 20) , 2021. Respectfully subsiftted, MARCADISSINGER, P.A. {_-— B ( )Ralph S. Marcadis, Esquire, FL Bar #351458 ( )Gilbert M. Singer, Esquire, FL Bar #282987 ( )Amy J. Winarsky, Esquire, FL Bar #900140 ( Jee n P. Hempfling, Esquire, FL Bar #89067 ( rt J. Lindeman, Esquire, FL Bar #112608 ( tuart H. Marcadis, Esquire, FL Bar #121587 5104 South Westshore Blvd., Tampa, FL 33611 813/288-1881, toll free 888/547-1881 Fax: 813/288-9678 E-service: leadings marcadislaw.com ATTORNEY FOR PLAINTIFF 2109091 06200/sum This is a communication from a debt collector. We are attempting to collect a debt, Any information you provide may be used for that purpose, IN THE CIRCUIT COURT OF THE SEVENTEENTH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA 106200 FIRST-CITIZENS BANK & TRUST COMPANY, UCN: Plaintiff, Case No.: vs. Division: MIAMI S&E GROUP, INC., and OHAD GUZI, and GUZI'S INVESTMENTS, LLC., Defendants. / AFFIDAVIT The undersigned, being duly sworn, makes the following oath: 1. 1, _Fhewgse , am over 18 years old and competent to make this affidavit. I am a Custodian of Records and I am authorized by Plaintiff, FIRST-CITIZENS BANK & TRUST COMPANY, for purposes of making this affidavit. Due to the scope of my job responsibilities with Plaintiff, I am familiar wi the manner and method by which FIRST-CITIZENS BANK. & TRUST COMPANY, maintains its normal business books and records, including computer records of defaulted accounts, 2= Sa 2. These books and records are made in the course of regularly conducted business activity Se at or near the time the events they purport to describe occurred, by a person with knowledge of the Ss acts and events and it was the regular practice of that business activity to make such books and records. The contents of this affidavit are true and correct based upon my personal knowledge of the processes by which FIRST-CITIZENS BANK & TRUST COMPANY, maintains its business books and records. 3, The books and records of FIRST-CITIZENS BANK & TRUST COMPANY, show that Defendants opened an account with FIRST-CITIZENS BANK & TRUST COMPANY, or a predecessor in interest, by virtue of entering into a Credit Account and Commercial Guaranty for the purpose of obtaining an extension of credit and did thereafter use or authorize the use of the account, Further, Defendants have breached the Agreement by failing to make periodic payments as required thereby. 4, The attached or previously filed documents are true and correct copies of business records of FIRST-CITIZENS BANK & TRUST COMPANY, that substantiate the indebtedness of the Defendants to the Plaintiff. Bottom of page intentionally left blank. 5. The books and records of FIRST-CITIZENS BANK & TRUST COMPANY, show that Defendai ts are currently indebted to FIRST-CITIZENS BANK & TRUST COMPANY, on account number a, for the just and true sum of $53,572.38, and that all just and lawful offsets, payments, and credits have been allowed. Given under my hand on: Dated: Aeeeyss ‘2e, 2021 Affiant Name (Printed) FIcwas<_O'}ar Affiant Name (Signature: Title of Affiant Licé - PREScoa J County of C+AKE State of 9c _ Camu nds SUBSCRIBED and sworn to before me, the undersigned Notary Public ini and for the) jurisdiction aforesaid, by means of physical OSE » who is Tnown to “st or he “a produced as identification and acknowledged before me his/her signature to the foregoing Affidavit. GIVEN under my hand and seal this ZO dayof Avovst 202 { = Qounanthor OndexSor~ WOLIC nitiay, wt x Notary Registration Number, Vitae! NOM My Commission Expires: 1_le 10ZS ANSSION’ NOTAR B Ss ewe PuBtic 2, ‘any om “AY C0) THK 2106021 06200 nt lll l l LN CN oaocdd00GN00000000: peeeeceee COMMERCIAL GUARANTY Borrower: MIAMI S&E GROUP INC Lender: First-Citizens Bank & Trust Company 2346 THOMAS ST Boca Raton Office HOLLYWOOD, FL 33020 1200 North Fedoral Hwy Suite 111-A Boca Raton, FL 33432 Guarantor: HAD GUZ) 740 N 54TH AVE HOLLYWOOD, FL 33021 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE, For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebledness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents, This Is a guaranty of payment and performance and not of collection, so Lender can enforce thls Guaranty against Guarantor even when Lender has not exhausted Lendar’s remedies against anyone alse obligated to pay the Indebtedness or against any collateral seouring the Indebtedness, this Guaranty or any other guaranty of the indebtedness. Guarantor will make any payments to Lender or Its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents, Under this Guaranty, Gusrantors liabllity is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS, The word “Indebtedness” as used In this Guaranty means alt of the principal amount outstanding from time to Ume and at any ‘one or more mes, accrued unpald Interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable attorneys’ fees, arising from any and all debls, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower Individually or collectively or Interchangeably with others, owes or will owe Lender Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabi 3s and obligations ynder any Interest rate protection agreements or forelgn currency exchango agreements or commodity price protection agreements, other obligations, and fiabilitias of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, Ilabilitles and obligatlons whether; voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondery In nature or arising from a guaranty or surety; secured or unsecured; Joint or several or joint end several; evidenced by a negollable or non-negotlable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactlons that may be voldabie for any reason (such as infancy, insenity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards Increased or reinstated, If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guarenty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregale liability under the terms of this Guaranty and any such other unterminated guaranties, CONTINUING GUARANTY. THIS IS A “CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS, ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEONESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME, DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and wil continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finelly pald and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. if Guarantor elects to revoke this Guaranty, Guarantor may only do so In writing. Guarantors. written notice of revocation must be mailad to Lender, by certified mall, at Lender's address listed above or such other place as Lender may designate In writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without Imitation, the (erm "new Indebtedness" does not Include the Indebtedness which at the time of notice of revocation Is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due, For this purpose and without fimitation, “new indebtedness" does not include all or part of the Indebtedness that Is: incurred by Borrower prior to revocation; incurred under 8 commitment that bocame binding before revocation; any renewals, extensions, substitutions, and modifications of the Indebledness. This Guaranty shall bind Guarantors estate as fo the Indebtedness created both before and after Guarantor’s death or incapacity, regardless of Lender's aclual notice of Guarantor's death. Subject to the foregoing, Guarantors executor or administrator or other legal representative 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 othar guaranty of the indebtedness shall not affect the: llability of Guarantor under this Guaranty. A tevocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It Js anticipated that fluctuations may occur In the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrogs that reductions In the amount of tho Indebtedness, even to zero dollars ($0.00), 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 Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER, Gvarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor’s liability undor thle Guaranty, from time to time: (A) prior to revocation ae set forth above, fo make one or more additional securad or unsecured loans to Borrowar, to lease equipment or other goods to Borrower, of otherwise to extend addltional 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 of {he 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; (0) to release, substitute, agree not to sua, or deal with any one or more of Borrowers sureties, endorsers, or other guarantors on any terms or in any menner Lender may choose; (E} to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F] to apply such securlly and direct the order or manner of sale thereof, Including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender In Its discretion COMMERCIAL GUARANTY (Continued) Page 2 may determine; (G) to sell, transfer, assign or grant participations in all or any part ‘of the Indebladness; and (H) to assign or transfer this Guaranty in whole oF in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations of agreements of any kind have been made to Guarai ntor which would limit or qualify in any way the terms of this Guaranty; (8) this Guaranty Is executed at Borrowers request and not at the reqs wast of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; {0) the provisions of this Guaranty de not co inflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result In a violation of any law, regul lation, court decree or order applicable to Guarantor, (E) Guarantor has not and will not, without tho prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantors assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information In form acceptable to Lender, anid all such financial Information which currently has been, and all future financial Information which will be provided to Lender |g and will be true and correct In all material respects and falrly present Guarantor's financial condition ss of the dates the financial information is provided; (G) no material a verse change has occurrad in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has oct curred which may materially adversely affect Guarantors financial condition; (H) (Including those for unpald taxes) agains! Guarantor Is pending oF no litlgation, claim, Investigation, administrative proceeding or similsr actlon creditworthiness threatened; (I) Lent der,has made no representation to Guarantor as to the of Borrower; and (J ) Guarantor has established adeqt uate means of obtalning from Borrower on a continuing basis Information regarding Borrower's financialaffect condition. Guarantor agrees to keep adequalely informa: d from such means of any facts, events, of circumstances whichshallmighthaveIn noany obligation way Guarantor's risks under this to disclose to Guarantor any Guaranly, and Guerantor further agrees that, absent a request for Information, Lender; Information or documents acquired by Lender In the course of Its relationship with Borrower, GUARANTOR'S WAIVERS. Except as prohibited by applicable Jaw, Guarantor walves any right to require Lender (A) to continue lending money or to extend olher credit to Borrower; (8) to make any presentment, protest, demand, or notice of any kind, Including notice of any nonpayment of the Indebtadness or of any nonpaymen {related to any collateral, or notice of any action or nonaction on tha part of Borrower, Lender, any surety, endorser, ‘or other guarantor in connection with the Indebtedness Gr In connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (0) to proceed directly ay; ainst or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to pursue any other remedy within Lender's power; or (F) to comm it any act or omission of, eny kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or Impairment of collateral Including, but not limited to, any rights or from bringing any defenses arising by reason of (A) any "one action" or “anti-deficiency" law or any other law which may prevent Lender foreclosure aetion, Including a claim for deficiency, against Guarantor, anybefore or after Lender's cdmmencement or completion of any action, elther judicially or by exercise of a power of sale; (8) election of remedies by Lender which destroys or otherwise adversely stfects Guarantor’s subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limitin, 1g. qualifying, or discharging the Indebtedness, (C) any disability or other defense of Borrower, of any other guarantor, or of any olher person, ‘or by reason of the cessation of Borrower's llablllty from any cause whatsoever, other than payment In full In legal tender, of the Indebledness; (0) any right to clalm discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or sult brought by Lender against Guarantor is commenced, there Is outstanding Indebtedness which is not bared by any applicable statute of !f limitations; or (F) any defenses given to gu arantors at law or In equity other than actual payment ahd performance of the Indebtedness, payment Is made by Borrower, whether vol juntarlly or otherwise, or by any third party, on the Indebtedness and thereafter Lender Is forced to remit the amount of that payment {o Borrower's trustee In bankruptcy or to any similar person under any federal or slate bankruptcy law_or law for the rallef of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty, Guarantor further walves and agrees not to assert or clalm at any ilme any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS, Guarantor warrants:and agrees that each of the waivers set forth above Is mada with Guarantor's full knowledge of Its significance and consequences end that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. ' RIGHT OF SETOFF. To the extent permitted by appl ficabla law, Lender reserves a right of setoff In all Guarantor's accounts with Lender (whether checking, savings, or some other account), This Includes all accounts Guerantor holds Jointly with someone else and all accounts Guerantor may open In the future, However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law, Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds In these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR, Guarantor agrees that the Indebtedness, whether now existing or hereafter crested, shall be superior to any claim that Guarantor may now have or herester acquire against Borrower, whether or not Borrower becomes Insolvent. Guarantor hereby expressly subordinates any claim Guatantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower, In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by en assignment for (he benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be pald to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender ail claims which It may have or acquire against Borrower or against any assignee or trustee In bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend thal the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, In the name of Guarantor, trom time to time to file financing statements and continuation statements and to execute documents and to take such other actlons as Lender deems necessary or appropriate to perfect, preserve and enforce Its rights under this Guaranty. MISCELLANEOUS PROVISIONS, The following miscellaneous provisions are-a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes tfie entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or emendment to this ‘Guaranty shall be effective unless given In writing and signed by the party or parties sought to be charged or bound by the alteration or arrlendment. Attorneys’ Fees; Expenses. Guarantor agress to pay upon demand all of Lender's costs and expenses, Including Lender's reasonable attornays' fess and Lender's legal expenses, incurred In connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce thls Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses COMMERCIAL GUARANTY (Continued) Page 3 include Lender’s reasonable attorneys’ fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys’ fees and legal expenses for bankruptcy pr raceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-Judgment collection services. Guarant tor also shall pay all court costs and such additional fees as may be directed by the court, ‘ Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to Interpret or define the provisions of this Guaranty. Governing Law, This Guaranty will be governed by federal law applicable to Londer and, to the extent not preempted by federal law, the laws of the State of Florida without regard to Its confilcts of law provisions. integration, Guarantor further agrees that Guarantor has read and fully under stands the terms of thls Guaranty; Guarantor hes andhad parol the opportunity to be advised by Guarat ntor’s aflorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentiona evidence {fs not required to Interpret tthe terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, clalms, damages, and costs (including Lenders at tlorneys’ fees) suffered or Incurred by Lendor ag a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases Where there Is more than one Borrower or Guarantor, then all words used In thls Guaranty In the singular shal} be deemed to have b een used In the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Gu aranly Is executed by more than one Guarantor, the words "Borrower" and “Guarantor raspectively shall mean all and any one or more of them. The ¢ words "Guarantor," "Borrower," and "Lander" Include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty Is not valld or should not be enforced, that fact by itself will not mean that the rest of this Gusranty will not be valid or enforced. There fore, court will enforce the rest of the provisions of this Guaranty even if a provision of thls Guaranty may be found to similar be Invalid or unenforceable. If any one or more of entities, It Is not necessary for Lender to inquire ‘Borrower of Guarantor are corporal lions, partnerships, limited liability companles, or into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebledness made or creal ted In rellarice upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices, Any notice required to be given under this Guaranty shall ba given in writing, and, except for revocation notices by Guerantor, shall be effective when actually delivered, whi an actually recelved by telefacsimile (unless otharwise required by taw), when deposited with a nationally recognized overnight courler, or, Ifshown mailed, when deposited In the United States mail, as first class, certified or registered mail near the beginning of this Guaranty. All revocation notices by Guarantor shall be In postage prepaid, directed to the addresses st writing and shall be effective upon delivery to ‘Lender as provided In the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change ils address for naticés ur inder this. Guaranty by giving written notice to the other parties, specifying that the purpose ‘of the nolice Is to change the party's address, For notice purposes, Guarantor agrees to keep Lend: jer Informed at all times of Guarantor's current address, Unless otherwise provided or required by law, if there Is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender, Lender shall not be deamed to have. walved any rights under this Guaranty unless such walver is given In writing and signed by Lender, No delay or omission on the part of Lender in exercising any right shall a operate as @ waiver of such right or any other right. A waiver by Len der of a provision of this Guaranty: shall not prejudice or constitute waiver of Lender's right otherwise to demand strict compliance with that p rovision or eny other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between tilute a walver of any of Lender's rights or of any of Guarantors obligations as to any future transactions, Lender and Guarantor, shall const Whenever the consent of Lender Is required under this Gusranty, the granting of such consent by Lender In any instance shall not constitute continuing consent to subsequent Instances where such consent Is required and in all cases such consent may be granted or withheld In the sole discration of Lender. Successors and Assigns. Subject to any limitations steted in thls Guaranty on transfer of Guerantor's Interest, this Guaranty shall be binding upon and inure to the benefit of the parties, thelr successors and assigns. Walvo Jury, Lender and Guarantor hereby walvo the right to any jury trial In any actlon, proceeding, or counterclaim brought by either Lender or Guarantor against the other, SIGNATURE OF SPOUSE OR DOMESTIC PARTNER. According to the federal Equal Credit Opportunity Act and its implementing regulations, if, under a creditor's standards of creditworthiness, the personal liability of an additional party Js necessary to suppart the extension of the credit requested, a creditor may re quest that the applicant oblain a co-signer, guarantor, or the like. The applicant's spouse or domestic partner may serve as an additional party, but a creditor may not require that the spouse or domestic partner be the addillonal party, If Guarantor Is (| 1) a married person or (il) has established e domestic padnership with @ domestic pariner In a state that provides for and recognizes d lomest! le partnerships, then Guerantor warrants that his or her execution of this Guaranty constitutes his or her free and voluntary act ani d agrees that Lender has nol required that he or she serve as (he additional creditworthy party in violation of the federal Equal Credit Oppo tunity Act or its implementing regulations. Nothing In this Guaranly Is intended to require, nor should this Guaranty be construed to require, the signalure of a spouse or domestic partner in violation : of the federal Equal Credit Opportunity Act or any regulations adopted under its authority. ADDITIONAL WAIVERS BY GUARANTOR. To the extent permitted by applicable law, Guarantor also expressly walves all benefits, claims, rights and defenses Guarantor may have or acquire that sre base }J on: (A) any statutory or common law provision limiting the liability of or requiring the discharge or exonerat lon of @ guarantor or surely; (8) surelyship or impairment of collateral, Including any benefits, clalms, rights or defenses Guarantor may hi ave of acquire pursuant to sectlons 3-419 and 3-605 of the Uniform Commercial Code as adopted and amended from time to time by the various states; (C) any statutory or common law provision that releases, discharges, or limits the flabllity of 8 femaining obligar following the release of a joint obligor; (0) homestead or exemption laws and any rights thereunder with respect to any collateral taken as security for the Indebtedness; (E) , any “one action," "anti-deficlency” or other statutory or common law provision fimiting the right of Lender to obtain 8 judgment agai inst Guarantor or to otherwise proceed against any person or entity obligated for payment of the Indebtedness, whether before or after the foreclosure, sale or other disposition of any collateral taken as security for the indebtedness; and (F) any legal or equitable doctrine or principle of marshalling, Lender shall not be required to sell or dispose of collateral in Inverse order of allenation or in any other particular order, Without affecting or fessening Gusrantor’s liability to Lender under this Guaranty, Lender may do or not do any of the following with respect to the Indebtedness or Note without Guarantor’s knowledge, consent or Jolnder: (A) grant extensions of time for payment, (8) grant renawals, (C) permit modifications of payment terms or other terms or Conditions, (0) permit assumptions of the Indebtedness or Nole, (E) release one or more borrowers or guarantors from liability, and (F) exchange or release any collateral or other securlty. GUARANTOR'S FINANCIAL INFORMATION. For purposes of this section, "Financial (nformatlon" means Information relating to Guarantor's finances. Guarantor covenents and agraes with Lender that, so long as this Guaranty remains In effect, Guarantor will furnish Lender with such Finanelal Information at such times and in such detail as Lender may reasonably request, Including, but not limited to, the following: (i) COMMERCIAL GUARANTY (Continued) Page 4 Guarantor’ persona! financtal statement (if Guarantor Is an Individual); (ji) Guarantor's quarterly and year-end balance sheel and profit and loss statements (if Guarantor Is engaged in business activities); (ill) coples of Guerentor's federal and state tax returns end all schedules relating thereto, including Schedule K-1 (if applicable); and (iv) such additional information and statements, lists of assats and liabilities, aging of recelvables and payables, inventory schedules, budgets, forecasts, tax returns, and other reports with respect to Guarantor’s financial condition and business operations as Lender may reasonably request from time to time. Guarantor warrants and represents that (|) all Financial Information Guarantor has provided and that has been provided on Guarantors behalfto date Is true and accurate In all material respects and fairly presents Guarantor's financial condition and business {ransactions as of the date of the Financial Information provided, and (Ii) Financial Information Guarantor provides and that Is provided on Guarantor’s behalf in the future will be true and accurate In all material respects and will fairly present Guarantor's financial condition and business transactions as of the date of the Financial Information provided, Guarantor further warrants and represents that, except as specifically disclosed In the Financlal Information, (I) Guarantor has no direct or contingent liabilities; (fi) ttle to all assets listed in the Finanolal Information is solely In Guarantor's name, and no other person or entity has gn Interest In such assets: (Ill) there exist no llens, encumbrances, or defects in or upon the assels listed in the Financial Information; (iv) all taxes owed by Guarantor have been fully pald and-discharged, except taxes not then due and payable without penalty; (v) there are no claims, actions, or proceedings pending or threatened against Guarantor or any of Guarantors property; and (vi) there ara no Judgments or llens against Guarantor or any of Guarantor's property. With respect to each copy of Guarantors tax returns given to Lender, Guarantor warrants and represents that (|) the copy Is a true and accurate copy of the retum, as filed; (ii) the original of the return was properly signed or electronically authenticated by Guarantor or on Guarantors behalf and submitted to the appropriate tax authority; and (c) the return accurately states the Guarantor's income, deductions and tax liability for the period stated, Guarantor acknowledges that Lender has relled and will rely on Guarantor's Finenclal Information, Guarantor covenants and agrees to send written notice to Lender within five (5) business days after the occurrence of any change that is both materlal and adverse in (a) Guarantors financial condition or business transactions, (b) Guarantor's ability to perform Guarantors obligations to Lender, or (c) Financial Information previousiy glven. Guarantor authorizes Lender and its affiliates to make such credit, employment, and Investigative inquires about Guarantor fram time to time as Lender and Its affillates deer appropriate to evaluste Guarantor's financial strength, character, and credit histary, to administer any loan(s) made to others guaranteed by Guarantor, and to collect any sums owing. Lender Is authorized to verify Information about Guarantor and obtaln consumer report(s) about each individual who signs this Guaranty as a Guarantor or in a representative capacity on behalf of a Guarantor, DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dolier amounts shall-mean amounts in lawful money of the United States of America. Words and terms. used in the singular shall Include the plural, and the plural shail include the singular, as the context may require, Words and terms not otherwise defined In this Guaranty shall have (he meanings attributed to such terms in the Uniform Commercia! Code: Borrower, The word "Borrower" means MIAMI S&E GROUP INC and Includes all co-signers and co-makers signing the Note and all thelr successors and assigns. : Guarantor, Tha word "Guarantor" means everyone signing this Guaranty, including without limitation OHAD GUZ), and In each case, any signer's successors and assigns. Guaranty, The word "Guaranty" means this guaranly from Guarantor to Lender, Indebtedness, The word "indebtedness" means Borrower's indebtedness to Lender as more particularly described In this Guaranty. Lender. The word "Lender means First-Cltizens Sank & Trust Company , its successors and assigns. Note. The word “Note” means and Includes without limitation ail of Borrawer’s promissory notes and/or credit agreements evidencing Borrower's loan obligations In favor of Lender, together with all renewals of, extensions of, modificatlons of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements, Related Documents, The words “Related Documents" mean ail pramissory notes, credit agreements, loan agreements, environmental agreements, guarenties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed In connection with the indebtedness, EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THI