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Filing # 138340318 E-Filed 11/11/2021 09:56:01 AM
IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT
IN AND FOR OSCEOLA COUNTY FLORIDA
GREAT NORMANDY, LLC. CASE NO:
and/or assigns,
Plaintiff,
Vv.
OMAWATTIE BADLEY HAKH, LLC,
OMAWATTIE BADLEY HAKH,
SELINA HAKH,
BELLALAGO AND ISLES OF BELLALAGO
COMMUNITY ASSOCIATION, INC.,
AVATAR PROPERTIES INC.,
JOHN DOE and JANE DOE, as UNKNOWN TENANTS; and any unknown
heirs, devisees, grantees, creditors, and other unknown persons,
unknown entities, unknown parties or unknown spouses claiming by,
through or under any of the above-named Defendants
Defendants.
/
VERIFIED COMPLAINT
COMES NOW, Plaintiff, GREAT NORMANDY, LLC (“Plaintiff”), by and through
undersigned counsel, and hereby files this, Plaintiff's Verified Complaint against Defendants,
OMAWATTIE BADLEY HAKH, LLC, and the other above-named Defendants, and any
unknown heirs, devisees, grantees, creditors, and other unknown persons, unknown entities,
unknown parties or unknown spouses claiming by, through or under any of the above-named
Defendants, for Mortgage Foreclosure, and alleges as follows:
PARTIES, JURISDICTION, AND VENUE
1 This is an action against Defendant OMAWATTIE BADLEY HAKH, LLC and
the other named Defendants to foreclose a mortgage on real property located in Osceola County,
Florida and to recover damages in excess of the minimum jurisdictional requirements of this Court,
exclusive of interest, costs and attorneys’ fees.
2. Plaintiff is a Florida limited liability company conducting business in Osceola County,
Florida, and is otherwise, sui juris.
3 Defendant OMAWATTIE BADLEY HAKH LLC (“Omawattie” or “Borrower’) is a
Florida limited liability company conducting business in Osceola County, Florida, and is otherwise,
sui juris.
4 Defendant OMAWATTIE BADLEY HAKH (“OBH”) is an individual residing in
Osceola County, Florida, and is otherwise, sui juris.
5 Defendant SELINA HAKH (“Selina”) is an individual residing in Osceola County,
Florida, and is otherwise, sui juris.
6. Defendant Bellalago and Isles of Bellalago Community Association, Inc. is a Florida
not for profit corporation conducting business in Osceola County, Florida.
7. Defendant Avatar Properties is a Florida profit corporation conducting business in
Osceola County, Florida.
8 Defendants, John Doe and Jane Doe are the Unknown Tenants situated at the property,
which is the subject matter of this foreclosure action, located in Osceola County, Florida.
9 Venue is proper in this jurisdiction because, among other reasons, the real property
that is subject matter of the mortgage sought to be foreclosed in this action in Osceola County,
Florida.
10. All conditions precedent have been performed, have occurred, have been excused or
waived.
11. Plaintiff has retained the services of the undersigned counsel to prosecute this action
and has agreed to pay counsel a reasonable fee for its services. Plaintiff has incurred costs in bringing
this action. Defendant Omawattie is responsible for payment of Plaintiffs reasonable attorneys’ fees
and costs incurred in prosecuting this lawsuit pursuant to the terms of the loan documents, which form
the basis of this action.
12. Nothing herein shall be construed as a waiver of any liens, security interest or in rem
interest maintained by Plaintiff in connection with any collateral at issue in this case.
BACKGROUND FACTS
13. On or about May 22, 2021, Defendant Omawattie executed and delivered to Gus
A. Goldsmith (“Goldsmith” or “Original Lender”), a Promissory Note (“Note”), in the principal
amount of Four Hundred and Seventy-Five Thousand Dollars ($475,000.00). A true and correct
copy of the Note is attached hereto as Exhibit “A”.
14. On or about May 22, 2021, Defendant Omawattie executed and delivered to
Original Lender a Mortgage and Security Agreement (“Mortgage”), securing payment of the Note,
which mortgaged the real property (the “Property”) with the street address 1051 Windlass Court,
Kissimmee, FL 34746 and legally described as:
LOT 92, BELLALAGO - PHASES 6H & 6I, according to the Plat thereof, as
recorded in Plat Book 22, Page(s) 137 and 138, of the Public Records of Osceola
County, Florida.
A true and correct copy of the Mortgage is attached hereto as Exhibit “B”.
1S. That prior to the filing of this instant Complaint, Original Lender, did transfer
and/or assign the Note and Mortgage to Collins Marina, LLC. A true and correct copy of the
Allonge to the Note and Assignment of the Mortgage are hereto attached respectively as Exhibit
“C” and Exhibit “D”.
16. That prior to the filing of this instant Complaint, Collins Marina, LLC, did transfer
and/or assign the Note and Mortgage to Plaintiff. A true and correct copy of the Allonge to the
Note and Assignment of the Mortgage are hereto attached respectively as Exhibit “E” and Exhibit
“Pp,
17. By virtue of the above, Plaintiff is the current holder and owner of the Note, as
secured by the Mortgage, and has standing to enforce the terms hereof. Plaintiff's Certificate of
Possession of Original Note will be filed in a separate filing concurrently.
COUNT I
MORTGAGE FORECLOSURE
18. Plaintiff repeats and re-alleges the general allegations in paragraphs 1-17 as though
fully set forth herein.
19. This is a count to foreclose a mortgage on real property located in Broward County,
Florida, specifically the property with the mailing address with the street address of 1051 Windlass
Court, Kissimmee, FL 34746 and legally described as:
LOT 92, BELLALAGO - PHASES 6H & 61, according to the Plat thereof, as
recorded in Plat Book 22, Page(s) 137 and 138, of the Public Records of Osceola
County, Florida.
20. Defendant Omawattie has defaulted under the Note and Mortgage by failing to make
full and proper payments due August 1, 2021 and any and all subsequent payments thereafter.
21. Defendant Omawattie owes Plaintiff the principal sum of $474,826.90, plus interest,
from August 1, 2021, plus any and all late fees, unpaid property taxes, unpaid legal fees and costs,
and other related loan items.
22. The full amount payable under the Note and Mortgage is or has been declared due.
23. Plaintiff as holder and owner of the Note, has the right enforce said Note as well as
the Mortgage and has standing to enforce the terms hereof.
24. Defendant Omawattie may claim an interest in the property by virtue of a General
Warranty Deed, recorded as CFN: 2020001168, Book 5652, Page 648 of the Public Records of
Osceola County, Florida on January 3, 2020 and may otherwise claim an interest in the Property,
but its interest is subject to, and inferior to, the lien of Plaintiff.
25. Defendant Bellalago and Isles of Bellalago Community Association, Inc. may
claim an interest in the Property by virtue of the Bellalago Declaration recorded in OR Book 2350,
Page 386 in the Public Records of Osceola County, Florida for any unpaid dues, liens and/or
assessments. However, said interest, if any, is subordinate, junior, and inferior to the lien of
Plaintiff's Mortgage and/or subject to the safe harbor provisions of Chapter 718 and/or 720 Fla.
Stat.
26. Defendant Avatar Properties Inc. may claim an interest in the Property by virtue of
the Amended and Restated Bellalago and Isles of Bellalago Club Plan recorded in OR Book 3235,
Page 2658 in the Public Records of Osceola County, Florida for any unpaid dues, liens and/or
assessments. However, said interest, if any, is subordinate, junior, and inferior to the lien of
Plaintiff's Mortgage and/or subject to the safe harbor provisions of Chapter 718 and/or 720 Fla.
Stat.
27. John Doe and Jane Doe, as the Unknown Tenants in possession of the Property,
may claim an interest in the Property, but each of their respective interests are subject to, and
inferior to, the lien of Plaintiff.
28. In addition to the above-named Defendants, the unknown spouses, heirs, devisees,
grantees, creditors, trustees, successors in interest or other parties claiming an interest in the subject
property by, through, under or against any of said Defendants, whether natural or corporate, who
are not known to be alive or dead, dissolved or existing, are joined as Defendants herein.
29. Plaintiff has retained the services of the undersigned counsel to prosecute this action
and has agreed to pay counsel a reasonable fee for its services. Defendant Omawattie is responsible
for paying Plaintiffs reasonable attorneys’ fees and costs incurred in prosecuting this lawsuit pursuant
to the terms of the loan documents, which form the basis of this action.
WHEREFORE, Plaintiff demands as follows:
a. That this Court adjudge the lien of the Mortgage to be a valid lien upon the
subject Property and any applicable fixtures, tangible property, and improvements, superior to the
rights, claims, interest, and liens of all Defendants and any and all persons claiming by, through, under
or against Defendants subject to the filing of the Lis Pendens;
b That an account be made of the sums due to Plaintiff under the Note, and if
the sum due is not paid within the time set by this Court, that the Property be sold in accordance with
Section 45.031. Florida Statutes;
¢. That this Court appoint a receiver of the Property and of the rents, issues,
income and profits thereof, or in the alternative, order sequestration of rents, issues, income and profits
pursuant to Section 697.07 Florida Statutes;
d That all Defendants made party to this cause, and all persons claiming under
or against said Defendants since the filing of the Notice of Lis Pendens, be foreclosed;
€. That if the proceeds of the foreclosure sale are insufficient to satisfy Plaintiff's
claim, that a Deficiency Judgment be entered against Defendant OMAWATTIE BADLEY HAKH
LLC; and
f. That this Court grant such other and further relief as it deems proper.
COUNT II
BREACH OF PROMISSORY NOTE
(Against Defendant Omawattie)
30. Plaintiff repeats and re-alleges the allegations contained in paragraphs 1-17 as though
full set forth herein.
31. This is an action for breach of Promissory Note.
32. Defendant Omawattie executed the Note in the principal amount of Four Hundred
and Seventy-Five Thousand Dollars ($475,000.00).
33. Plaintiff currently owns and holds the Note, as secured by the Mortgage, and has
standing to enforce the terms thereof.
34. Defendant Omawattie has defaulted under the Note by failing to make full and proper
payments due on August 1, 2021 and any and all subsequent payments thereafter.
35. Defendant Omawattie owes Plaintiff the principal sum of $474,826.90 plus interest,
from August 1, 2021, plus any and all late fees, unpaid property taxes, unpaid legal fees and costs,
and other related loan items.
36. As a direct and proximate result of Defendant Omawattie failure to make payment to
Plaintiff according to the terms of the Note, Plaintiff has been damaged in an amount to be determined
at trial.
37. In accordance with the terms of the Note, the entire balance due under the Note is
immediately due and payable.
WHEREFORE, Plaintiff respectfully requests that this Honorable Court enter a judgment in
favor of Plaintiff and against Defendant Omawattie for damages in an amount to be determined at
trial; attorneys’ fees; costs; pre- and post-judgment interest; and for such other relief as this Court
deems just and proper under the circumstances.
COUNT Il
BREACH OF GUARANTY
(Against Defendants OBH and Selina)
38. Plaintiff repeats and realleges the general allegations set forth in paragraphs 1-17 as though
fully set forth herein.
39. On May 22, 2021, Defendants OBH and Selina (collectively “Defendant Guarantors”)
executed a Guaranty of Payment and Performance (“Guaranty”), whereby they personally guaranteed
Defendant Omawattie’s obligations under the Note. A true and correct copy of the Guaranty is
attached hereto as Exhibit G.
40. Pursuant to the Guaranty, the Defendant Guarantors are liable for the amounts due on the
Note.
41. Defendant Omawattie has defaulted under the terms of the Note and Mortgage by failing to
make payments due August 1, 2021, and each month thereafter.
42. Defendant Guarantors have breached the terms of the Guaranty by failing to make payments
due August 1, 2021 and each month thereafter on behalf of Defendant Omawattie.
43. Defendant Guarantors owe Plaintiff the sum of $474,826.90 as principal on the Note, plus
interest, from August 1, 2021 plus any and all late fees, unpaid property taxes, attorneys’ fees and
costs, and other related loan items.
WHEREFORE, Plaintiff respectfully requests that this Honorable Court enter a judgment in
favor of Plaintiff and against Defendants OBH and Selina for damages in an amount to be determined
at trial; attorneys’ fees; costs; pre- and post-judgment interest; and for such other relief as this Court
deems just and proper under the circumstances.
Respectfully,
/s/ Charlie Xie
Charlie Xie, Esq.
Rosenberg Cummings & Edwards PLLC
Counsel for Plaintiff
802 NE 20th Avenue
Fort Lauderdale, Florida 33304
(954) 769-1344
Charlie@RosenbergCummings.com
Florida Bar Number: 1011137
VERIFICATION
Under penalty of perjury, I declare that I have read the foregoing, and the facts alleged
therein are true and correct to the best of my knowledge and belief.
Executed on this 20 _ October
day of ee 2021.
GREAT NORMANDY, LLC
Gfoned Dunece
Name: Yonel Devico
Title, Vice-President
Date: 10/20/2021
EXHIBIT A
BALLOON PROMISSORY NOTE
Loan Amount: $475,000.00 Place: Boca Raton, FL
Maturity Date: June 1, 2022 Date: May 2% 2021
FOR VALUE RECEIVED, the undersigned parties, OMAWATTIE BADLEY HAKH LLL.C, a
Florida Limited Liability Company, (the “Maker”, “Borrower”, and/or “Company”), whose address is
4949 Harold Stanley Drive, Kissimmee, FL 34758, promise to pay to the order of Gus A. Goldsmith or
any subsequent holder of this Balloon Promissory Note ("Lender and/or Holder"), whose address is
18205 Biscayne Boulevard, Ste. 2226, Aventura, FL 33160, the principal sum of FOUR HUNDRED
AND SEVENTY FIVE THOUSAND AND 00/100 Dollars ($475,000.00) (“Principal Amount’), with interest
on the principal balance, which is from time to time outstanding from the date hereof, at the rate of
interest as set forth herein and payable as follows:
a. Interest. The Principal Amount shail bear interest at a fixed rate per annum equal to TEN
AND 90/100 percent (10.90%) (the “Interest Rate”). Interest shall be computed on the basis of a daily
amount of interest accruing on the daily outstanding principal balance during a 360-day year multiplied by
the actual number of days the principal is outstanding during such applicable interest period.
b. Payment of Principal and Interest. This is a 12 month term (the “Term”), Balloon
Promissory Note (hereinafter, the “Promissory Note”), amortized over a 30 year period with principal and
interest payments, and with pre-payment penalties as set forth herein, with all accrued and unpaid
interest and the entire principal balance then outstanding due at the Maturity Date. Maker promises to pay
interest on the unpaid Principal Amount at the Interest Rate, compounded monthly, if applicable, from the
Date of this Note until payment in full, as hereinafter provided. Monthly payments, representing principal
and interest, payable in arrears, but calculated on the daily outstanding unpaid principal balance of this
Promissory Note shall be due and payable commencing July 1, 2021, and on the same day of each and
every month thereafter until the Maturity Date, as set forth herein, at which time the entire unpaid principal
balance and any unpaid and accrued interest shall become due and payable in full without demand. The
monthly principal and interest payment is $4,487.68. Payments of principal and interest shall be made in
lawful currency of the United States of America which shall be legal tender in payment of all debts, public
and private, at the time of payment. Each payment hereunder shall be credited first to Lender's collection
expenses, next to late charges, next to unpaid interest, and the balance, if any, to the reduction of the
Principal Amount. The interest on this Note shall be calculated on the basis of a 360-day year and on the
actual number of days in each month.
Cc. Maturity Date. The then outstanding principal balance, plus all accrued but unpaid
interest, shall be due and payabie in full on June 1, 2022.
d. Pre-payment Penalty. Provided this Promissory Note, the Mortgage {as defined below)
secured by this Note, or any other document executed in connection with this Note and the Mortgage are
not in default, this Note may be prepaid in whole or in part on any joan Payment date. In the event a
prepayment is made on or before October 1, 2021, in addition to any other payments due hereunder,
Borrower shall also be required to pay an amount equal to four (4) months of interest, less any interest
payments that borrower has made hereunder. Any partial prepayment shalt not postpone the due date of
any subsequent periodic installments or the Maturity Date, or change the amount of such installments
due, unless Lender shall otherwise agree in writing.
Balloon Promissory Note
File No 2021-1696. Page 1 of 7
Each Maker, endorser and guarantor, jointly and severally, waives demand, protest and notice of
maturity, non-payment or protest and all requirements necessary to hold each of them liable as makers
and endorsers and consents without notice to any and all extensions of time or changes in terms of
payment by the holder of this Note.
Each Maker, endorser and guarantor, jointly and severally, agrees to pay all costs of collection
including reasonable attorney's fees, in the event it becomes necessary to protect the security hereof,
whether suit be brought or not.
The Principal Amount or the unpaid balance thereof, with interest thereon, shall be accelerated
and become immediately due and payable, at the option of the Holder, after default in the payment of any
monthly installment of interest if it is not paid within 15 days of its due date, or after default in the
performance of any of the covenants or conditions of the Blanket Mortgage (the "Mortgage"), executed
simultaneously herewith in connection with this Promissory Note and the below guaranty (the “Guaranty’)
of the guarantor (the “Guarantor’), which secures payment of this Promissory Note through the
Guaranty's pledge of real property owned by Guarantor and that real property owned by the Borrower.
Maker shall pay a late charge in the amount of 5% on the installment of principal and/or interest so
overdue. The late charge(s) are not deemed interest hereunder, and shall not be subject to rebate or
credit against any other amount(s) due. Any late charge(s) shall be in addition to any other interest that
may be due.
From and after the occurrence of an Event of Default, as such term is hereinafter defined, under
this Promissory Note or the maturity thereof, whether normal maturity or accelerated maturity, the unpaid
principal hereof shall bear interest at the greater of eighteen percent (18%) per annum or the highest
jegal rate permitted by Florida law.
This Promissory Note is secured by a Mortgage of even date herewith (the “Mortgage’) from the
Company to Lender on real property located at 1051 Windlass Court, Kissimmee, FL 34746, and is to
be construed and enforced according to the laws of the State of Florida. Upon default in the payment of
any of the terms and conditions of said Mortgage, and after the expiration of all applicable cure and grace
periods, then, at the option of the Holder, the entire Principal Amount remaining unpaid, together with
accrued interest, shall become immediately due and payable, without further notice.
The term "Loan Documents" shall include, without limitation, any and all of the documents
heretofore described, now, or hereafter executed by Maker, by others or by Maker and others which
wholly or partly secure or were, are, or will be executed in connection with the indebtedness evidenced by
this Promissory Note, including, but not limited to, the Mortgage, Collateral Assignment of Leases, Rents
and Licenses, UCC-1 Financing Statements, Security Agreement and associated affidavits, disclosures
and other and/or miscellaneous loan documentation
It is agreed that the granting to the Maker of this Promissory Note or any other party of an
extension or extensions of time for the payment of any sum or sums due hereunder or under the
accompanying Mortgage or for the performance of any covenant or stipulation thereof or the taking of
other or additional security or the release of any security shall not in any way release or affect the liability
of the Maker or any endorser or guarantor for any sums due under this Promissory Note.
This Note may not be changed orally, but only by an agreement in writing, signed by the party
against whom enforcement of any waiver, change, modification or discharge is sought.
Balloon Promissory Note
File No 2021-1696 Page 2 0f7
The Borrower and any endorsers, sureties, guarantors, and all others who are, or who may
become liable for the payment hereof, severally expressly grant to the Lender a continuing first lien
security interest in and authorize and empower the Lender, at its sole discretion, at any time after the
occurrence of an Event of Default as such term is hereinafter defined and provided all applicable notice,
grace and/or cure periods shall have expired, to appropriate and in such order as Lender may elect, apply
to the payment hereof or to the payment of any and all indebtedness, liabilities and obligations of such
parties to the Lender or any of Lender's affiliates, whether now existing or hereafter created or arising or
now owned, or howsoever after acquired by Lender or any of Lender's affiliates (whether such
indebtedness, liabilities and obligations are or will be joint or several, direct or indirect, absolute or
contingent, liquidated or unliquidated, matured or unmatured), any and all money, general or specific
deposits, or collateral of any such parties now or hereafter in the possession of the Lender.
Borrower, and any endorsers, sureties, guarantors and all others who are, or who may become
liable for the payment hereof, severally, irrevocably, and unconditionally (a) agree that any suit, action, or
other legal proceeding arising out of or relating to this Note may be brought, at the option of the Lender, in
a court of record of the State of Florida in Osceola County, United States District Court for the Middle
District of Florida, or in any other court of competent jurisdiction; (b) consent to the jurisdiction of each
such court in any such suit, action or proceeding; and (c) waive any objection which it or they may have to
the venue of any such suit, action, or proceeding in any such court.
Upon the happening of any of the following events ("Event of Default"), each of which shall
constitute a default hereunder, all sums due hereunder shall thereupon or thereafter, at Lender's option,
without notice or demand, become immediately due and payable: (a) failure of any Obligor (which term
shall mean and include each Maker, Endorser, Surety, Guarantor or other party liable for payment of or
pledging collateral or security under this Note) to pay on or before expiration of any applicable grace
period, any sum due hereunder or due by any Obligor to Lender under any other Promissory Note or
under any security instrument or written obligation of any kind now existing of hereafter created; (b)
occurrence of default under any of the Loan Documents or any other loan agreement or security
instrument now or hereafter in effect which by its terms covers this Promissory Note or the indebtedness
evidenced hereby; (c) filing of any petition under the Bankruptcy Code or any similar federal or state
statute by or against any Obligor or the insolvency of any Obligor and not discharged and dismissed
within 30 days from the filing thereof, (d) making of a general assignment by any Obligor for the benefit of
creditors, appointment of or taking possession by a receiver, trustee or custodian or similar official for any
Obligor or for any assets of any such Obligor or institution by or against any Obligor of any kind of
insolvency proceedings or any proceeding for dissolution or liquidation of any Obligor which is not
dismissed within thirty (30) days of the filing thereof,(e) entry of a final judgment against any Obligor
which is not satisfied or transferred to bond within thirty(30) days of the date of entry or an appeal of such
judgment timely filed and, in such event, not satisfied within thirty (30) days after such appeal is
dismissed or the date of the appellate court entering a judgment upholding the trial court judgment in
whole or in part; (f) material falsity in any certificate, statement, representation, warranty or audit at any
time furnished to Lender by or on behalf of any Obligor pursuant to or in connection with this Promissory
Note, the Loan Documents or any loan agreement or Security Agreement now or hereafter in effect,
which by its terms covers this Promissory Note for the indebtedness evidenced hereby or otherwise
including any omission to disclose any substantial contingent or liquidated liabilities or any material
adverse change in any facts disclosed by any certificate, statement, representation, warranty or audit
furnished to Lender; (g) issuance of any writ of attachment or writ of garnishment or filing of any lien
against any Collateral or the property of any Obligor, which is not dismissed within thirty (30) days of the
date of issuance or filing, whichever is applicable; (h) taking of possession of any material Collateral or of
any substantial part of the property of any Obligor at the instance of any governmental authority; (i)
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File No 2021-1696 Page 3 of 7
dissolution, merger, consolidation, or reorganization of any Obligor; (j) encumbrance, assignment,
transfer, conveyance, sale or disposition by any Obligor of any equity in any collateral securing payment
of this Note without the prior written consent of Lender; (k) cancellation of any guaranty with respect
hereto without the prior written consent of Lender hereof; (I) the death of a guarantor, or any default in the
payment or performance of any obligation of any guarantor of the Promissory Note arising under its
guaranty or pursuant to any other Loan Document; (m) if any interest in any Obligor is sold or transferred
without Lender's prior written consent; or, (n) at Lender's option, any default in payment or performance
of any obligation under any other loans, contracts or agreements of Obligor or Borrower, any Subsidiary
or Affiliate of Borrower, any sharehoider(s) of or the holder(s) of the majority ownership interests of
Borrower with Lender or its affiliates (“Affiliate” shall have the meaning as defined in 11 U.S.C. Section
101, except that the term “Borrower” shall be substituted for the term “Debtor” therein; “Subsidiary” shall
mean any business in which Borrower holds, directly or indirectly, a controlling interest).
Lender shall have all of the rights and remedies of a creditor, mortgagee and secured party under
all applicable law.
Without limiting the generality of the foregoing, upon the occurrence of an Event of Default
hereunder, Lender may, at its option, and without notice or demand after the expiration of all applicable
Cure and grace periods (i) declare the entire unpaid principal and accrued interest accelerated and due
and payable at once, together with any and all other liabilities of Maker or any such liabilities selected by
Lender; and (ii) set-off against this Promissory Note all monies owed by Lender in any capacity to Maker,
and Lender shall be deemed to have exercised such right of set-off, and to have made a charge against
any such money immediately upon the occurrence of such default, although made or entered on the
books subsequent thereto. To the extent that any of the Collateral is personal property and Lender elects
to proceed with respect to it in accordance with the Uniform Commercial Code, then, unless that collateral
is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized
market, Lender will give Maker reasonable notice of the time and place of any public or private sale
thereof. The requirement of reasonable notice shall be met if such notice is, at the option of Lender, hand
delivered, sent via expedited courier, or mailed, postage prepaid to Maker, at the address given to Lender
by Maker, or any other address shown on the records of Lender at least five (5) days before the time of
sale. Upon disposition of any Collateral after the occurrence of an Event of Default hereunder, Maker and
its Guarantors shall be and shall remain liable for any deficiency; and Lender shall account to Maker for
any surplus, but Lender shall have the right to apply all or part of such surplus (or to hold the same as
reserve) against any and all other liabilities of Maker and its Guarantors to Lender.
Notwithstanding anything herein to the contrary or already stated, all parties to this Promissory
Note, whether Maker, principal, surety, guarantor or endorser, hereby waive presentment for payment,
demand, notice, protest, notice of protest and notice of dishonor and, under no circumstances shall the
aggregate amount paid or agreed to be paid hereunder exceed the highest lawful rate permitted under
applicable usury law (the “Maximum Rate") and the payment obligations of Maker under this Promissory
Note are hereby limited accordingly. If under any circumstances, whether by reason of advancement or
acceleration of the maturity of the unpaid principal balance hereof or otherwise, the aggregate amounts
paid on this Promissory Note shall include amounts which by law are deemed interest and which would
exceed the Maximum Rate, Maker stipulates that payment and collection of such excess amounts shall
have been and will be deemed to have been the result of a mistake on the part of both Maker and the
Holder of this Promissory Note, and the party receiving such excess payments shall promptly credit such
excess (to the extent only of such payments in excess of the Maximum Rate) against the unpaid principal
balance hereof and any portion of such excess payments not capable of being so credited shall be
refunded to Maker.
Balloon Promissory Note
File No 2021-1696 Page 4 of 7
The term "Maker" as used herein in every instance shall include the successors, legal
representatives and assigns of the Maker, and shall denote the singular and/or plural,
the masculine
and/or feminine, and natural and/or artificial persons whenever and wherever
the context so requires or
admits.
In addition to anything herein already stated, if the calculation of interest or the imposition
of a
change in the rate of interest after acceleration upon default or the payment of any
fees or other charges
which are construed to be interest under applicable law, tule, or regulation in effect from
time to time,
result in an effective rate of interest higher than that permitted to be paid under applicable
law, rule, or
regulation in effect from time to time, then such charges shall be reduced by
a sum sufficient to result in
an effective rate of interest no greater than the maximum effective rate of interest
permitted to be paid
under applicable law, tule or regulation in effect from time to time. The Lender may,
in determining the
maximum rate permitted under applicable law, rule or regulation in effect from time to time, take
advantage of: (j) the rate of interest permitted by Florida Statutes Cha
pter 665 (Florida Savings
Association Act), by reason of both Section 687.12 Florida Statutes (" interest rates:
parity among licensed
lenders or creditors" ") and 12 United States Code, Sections 85 and 86, and (ii) any other law, rule
or
regulation in effect from time to time, available to Lender which exempts Lender from
any limit upon the
tate of interest it may charge or grants to Lender the right to charge a higher rate
of interest than that
Permitted by Florida Statutes, Chapter 687. Upon maturity of this Promissory Note, whether by
acceleration or in due course, interest shall be recalculated over the actual life
of the loan based upon the
amounts outstanding, and if the total amount of interest theretofore paid exceeds the
amount permitted to
be paid under applicable iaw, rule, or regulation in effect from time to time, the excess
shall be credited to
Principal Amount, or if such excess exceeds the Principal Amount due hereunder
, refunded to the
Borrower,
This Note shall be cross defaulted and cross collateralized with all other loans which
Borrower or
a Guarantor shall have from or shall have guaranteed to Lender (or any subsidiary
or affiliated entity of
Lender) during the term of this Loan, whether existing as of the closing date or subsequen
tly made. A
default under any of the above-described other loans shall constitute a default
under this Promissory
Note. A default under this Promissory Note shall constitute a default under
the above-described other
loans. To the extent not prohibited by applicable law, if Lender, at its option, avails
itself of this cross-
collateralization/cross default provision, Lender shall have the option to pursue
its remedies in any
combinations and against any Maker, Borrower or Guarantor.
This Promissory Note is guaranteed by Omawattie Badley Hakh and Selina
Hakh. This
Promissory Note is secured by the Mortgage executed and delivered on even date
herewith by Borrower
and is subject to the provisions thereof, with the Mortgage to be construed and enforced
in accordance
with the laws of the State of Florida.
Maker represents and warrants that this Promissory Note evidences a loan for commercial
business purposes and is not a consumer-type transaction.
Borrower agrees with respect to any collateral securing this Promissory Note, to waive all
valuation and appraisement laws of any state.
This Promissory Note shall be construed without any regard to any presumption or
rule requiring
construction against the party causing such instrument or any portion thereof
to be drafted.
Notwithstanding anything contained herein to the Contrary, if there is more than one
Maker or borrower,
Balloon Promissory Note
File No 2021-1696
Page
5 of 7
each Maker or borrower shall be jointly and severally liable for a breach of any and all covenants,
representations, warranties, obligations and liabilities under this Promissory Note and/or the Mortgage or
any of the Loan Documents.
MAKER, HOLDER AND/OR GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
TO ANY LITIGATION (INCLUDING BUT NOT LIMITED TO) ANY CLAIMS, CROSS CLAIMS OR THIRD
PARTY CLAIMS ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE OTHER
LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN. MAKER HEREBY
CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE MAKER, HOLDER AND/OR
GUARANTOR, NOR THEIR RESPECTIVE COUNSEL HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT THE MAKER, HOLDER AND/OR GUARANTOR WOULD NOT, IN THE EVENT OF
SUCH LITIGATION; SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.
MAKER AND GUARANTOR ACKNOWLEDGE THAT THE HOLDER HAS BEEN INDUCED TO ENTER
INTO THIS LOAN, INCLUDING THIS PROMISSORY NOTE, BY, INTER ALIA, THE PROVISIONS OF
THIS PARAGRAPH.
“MAKER”:
OMAWATTIE BADLEY HAKH L.L.C,
a Florida limited liability company
Balloon Promissory Note
File No 2021-1696 Page 6 of 7
GUARANTY:
The undersigned hereby voluntarily, willingly, knowingly, competently, irrevocably and
unconditionally guaranty, and is the Guarantor hereunder, the payment and performance and collection of
the foregoing Promissory Note and that an event of default under this Promissory Note is simultaneously
a default under this Guaranty, which forms a part of and is incorporated into this Promissory Note,
entitling Lender to ali remedies hereunder and under the Mortgage and the Loan Documents, including,
without limitation, acceleration of the debt owed and foreclosure of the Mortgage and all remedies in order
to collect under this Guaranty for the debt owed under this Promissory Note. This is a continuing
Guaranty.
Imawattie Badley Hakh
Selina Hakh
Balloon Promissory Note
File No 2021-1696 Page 7 of 7
GUARANTY:
The undersigned hereby voluntarily, willingly, knowingly, competently, irrevocably and
unconditionally guaranty, and is the Guarantor hereunder, the payment and performance and collection of
the foregoing Promissory Note and that an event of default under this Promissory Note is simultaneously
a default under this Guaranty, which forms a part of and is incorporated into this Promissory Note,
entitling Lender to all remedies hereunder and under the Mortgage and the Loan Documents, including,
without limitation, acceleration of the debt owed and foreclosure of the Mortgage and all remedies in order
to collect under this Guaranty for the debt owed under this Promissory Note. This is a continuing
Guaranty.
Omawattie Badley Hakh
Selina Hakh >
Balloon Promissory Note
File No 2021-1696 Page 7 of 7
EXHIBIT B
Prepared by
Alexander B. Rotbart, Esq.
The Rotbart Law Group, PA
101-103 East Palmetto Park Road
Boca Raton, FL 33432
THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT - OR THE
PRINCIPAL BALANCE DUE UPON MATURITY - IS $473,007.05, TOGETHER WITH
ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE
MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE
MORTGAGE AND SECURITY AGREEMENT
Future Advances
Notice: This Mortgage Secures all future advances from Lender to Mortgagor, as defined
below; however, in no event shall the principal amount secured at any one time exceed the
sum of $712,500.00.
THIS MORTGAGE DEED AND SECURITY AGREEMENT (hereinafter, the “Mortgage”)
made and executed this 22 day of May, 2021 by OMAWATTIE BADLEY HAKH L.L.C, a
Florida Limited Liability Company, whose address is 4949 Harold Stanley Drive, Kissimmee,
FL 34758 (hereinafter, shall be referred to as “Mortgagor” and/or “Debtor” and/or “Borrower*), to
and in favor of Gus A. Goldsmith, whose address is 18205 Biscayne Boulevard, Ste. 2226,
Aventura, FL 33160 (referred to as “Mortgagee” or “Lender”) and secured party.
RECITALS:
WHEREAS, Mortgagee has extended to Borrower a certain commercial business loan in
the amount of FOUR HUNDRED SEVENTY FIVE THOUSAND AND 00/100 Dollars
($475,000.00) (the “Loan”) pursuant to the terms of a certain Balloon Promissory Note, of even
date herewith, executed by Borrower and Mortgagor, (as the same may be amended, modified,
supplemented, extended, substituted and restated from time to time, the “Note”); and
Recorded in Osceola County, FL KELVIN SOTO, ESQ., CLERK OF COURT 05/26/2021 03:34:31 PM RECEIPT # 2457925
Rec Fees 214.00 MTG DOC 1,662.50 INTANGIBLE 950.00 EXTRA NAMES
CFN# 2021082097 BK 5967 PG 1123 PAGE 1 OF 25
WHEREAS, the total indebtedness secured by this Mortgage is FOUR HUNDRED
SEVENTY FIVE THOUSAND AND 00/100 Dollars ($475,000.00), plus interest, costs, fees
and all other charges and expenses secured herein.
WHEREAS, the execution and delivery of this Mortgage is a condition precedent to
Mortgagee’s obligation to extend the Loan to Mortgagor.
WITNESSETH:
WHEREAS, the Mortgagor is justly indebted to Mortgagee and this Mortgage is given to
secure and shall secure the following (hereinafter referred to collectively as the “Indebtedness’):
a) the payment of any sums and all sums, principal, interest and agreed charges,
becoming due and payable by the Mortgagor under or with respect to the Note, of even date
herewith, in the original principal amount of $475,000.00, executed by the Borrower in favor of
the Mortgagee and personally guaranteed by Omawattie Badley Hakh and Selina Hakh
(hereinafter referred to as “Guarantor”); and
b) the payment of any and all sums now or hereafter becoming due and payable by
the Mortgagor to the Lender under the terms of this Mortgage, including but not limited to,
advances made by the Lender pursuant to the terms and conditions of this Mortgage, and
c) the payment of all renewals and extensions of any or all obligations of the
Mortgagor described in (a) and (b), above, whether or not any renewal or extension agreement is
executed in connection therewith; and
qd) the full and complete performance of each and every obligation, covenant, duty
and agreement of the Mortgagor contained in this Mortgage; and
WHEREAS, the Mortgagee, as a condition precedent to the extension of credit or the
making of the loan evidenced by the Note has required that the Mortgagor provide Mortgagee
with security for the payment or repayment of the Indebtedness represented by the Note as well
as for the perf
Preview
Filing # 138340318 E-Filed 11/11/2021 09:56:01 AM IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT IN AND FOR OSCEOLA COUNTY FLORIDA GREAT NORMANDY, LLC. CASE NO: and/or assigns, Plaintiff, Vv. OMAWATTIE BADLEY HAKH, LLC, OMAWATTIE BADLEY HAKH, SELINA HAKH, BELLALAGO AND ISLES OF BELLALAGO COMMUNITY ASSOCIATION, INC., AVATAR PROPERTIES INC., JOHN DOE and JANE DOE, as UNKNOWN TENANTS; and any unknown heirs, devisees, grantees, creditors, and other unknown persons, unknown entities, unknown parties or unknown spouses claiming by, through or under any of the above-named Defendants Defendants. / VERIFIED COMPLAINT COMES NOW, Plaintiff, GREAT NORMANDY, LLC (“Plaintiff”), by and through undersigned counsel, and hereby files this, Plaintiff's Verified Complaint against Defendants, OMAWATTIE BADLEY HAKH, LLC, and the other above-named Defendants, and any unknown heirs, devisees, grantees, creditors, and other unknown persons, unknown entities, unknown parties or unknown spouses claiming by, through or under any of the above-named Defendants, for Mortgage Foreclosure, and alleges as follows: PARTIES, JURISDICTION, AND VENUE 1 This is an action against Defendant OMAWATTIE BADLEY HAKH, LLC and the other named Defendants to foreclose a mortgage on real property located in Osceola County, Florida and to recover damages in excess of the minimum jurisdictional requirements of this Court, exclusive of interest, costs and attorneys’ fees. 2. Plaintiff is a Florida limited liability company conducting business in Osceola County, Florida, and is otherwise, sui juris. 3 Defendant OMAWATTIE BADLEY HAKH LLC (“Omawattie” or “Borrower’) is a Florida limited liability company conducting business in Osceola County, Florida, and is otherwise, sui juris. 4 Defendant OMAWATTIE BADLEY HAKH (“OBH”) is an individual residing in Osceola County, Florida, and is otherwise, sui juris. 5 Defendant SELINA HAKH (“Selina”) is an individual residing in Osceola County, Florida, and is otherwise, sui juris. 6. Defendant Bellalago and Isles of Bellalago Community Association, Inc. is a Florida not for profit corporation conducting business in Osceola County, Florida. 7. Defendant Avatar Properties is a Florida profit corporation conducting business in Osceola County, Florida. 8 Defendants, John Doe and Jane Doe are the Unknown Tenants situated at the property, which is the subject matter of this foreclosure action, located in Osceola County, Florida. 9 Venue is proper in this jurisdiction because, among other reasons, the real property that is subject matter of the mortgage sought to be foreclosed in this action in Osceola County, Florida. 10. All conditions precedent have been performed, have occurred, have been excused or waived. 11. Plaintiff has retained the services of the undersigned counsel to prosecute this action and has agreed to pay counsel a reasonable fee for its services. Plaintiff has incurred costs in bringing this action. Defendant Omawattie is responsible for payment of Plaintiffs reasonable attorneys’ fees and costs incurred in prosecuting this lawsuit pursuant to the terms of the loan documents, which form the basis of this action. 12. Nothing herein shall be construed as a waiver of any liens, security interest or in rem interest maintained by Plaintiff in connection with any collateral at issue in this case. BACKGROUND FACTS 13. On or about May 22, 2021, Defendant Omawattie executed and delivered to Gus A. Goldsmith (“Goldsmith” or “Original Lender”), a Promissory Note (“Note”), in the principal amount of Four Hundred and Seventy-Five Thousand Dollars ($475,000.00). A true and correct copy of the Note is attached hereto as Exhibit “A”. 14. On or about May 22, 2021, Defendant Omawattie executed and delivered to Original Lender a Mortgage and Security Agreement (“Mortgage”), securing payment of the Note, which mortgaged the real property (the “Property”) with the street address 1051 Windlass Court, Kissimmee, FL 34746 and legally described as: LOT 92, BELLALAGO - PHASES 6H & 6I, according to the Plat thereof, as recorded in Plat Book 22, Page(s) 137 and 138, of the Public Records of Osceola County, Florida. A true and correct copy of the Mortgage is attached hereto as Exhibit “B”. 1S. That prior to the filing of this instant Complaint, Original Lender, did transfer and/or assign the Note and Mortgage to Collins Marina, LLC. A true and correct copy of the Allonge to the Note and Assignment of the Mortgage are hereto attached respectively as Exhibit “C” and Exhibit “D”. 16. That prior to the filing of this instant Complaint, Collins Marina, LLC, did transfer and/or assign the Note and Mortgage to Plaintiff. A true and correct copy of the Allonge to the Note and Assignment of the Mortgage are hereto attached respectively as Exhibit “E” and Exhibit “Pp, 17. By virtue of the above, Plaintiff is the current holder and owner of the Note, as secured by the Mortgage, and has standing to enforce the terms hereof. Plaintiff's Certificate of Possession of Original Note will be filed in a separate filing concurrently. COUNT I MORTGAGE FORECLOSURE 18. Plaintiff repeats and re-alleges the general allegations in paragraphs 1-17 as though fully set forth herein. 19. This is a count to foreclose a mortgage on real property located in Broward County, Florida, specifically the property with the mailing address with the street address of 1051 Windlass Court, Kissimmee, FL 34746 and legally described as: LOT 92, BELLALAGO - PHASES 6H & 61, according to the Plat thereof, as recorded in Plat Book 22, Page(s) 137 and 138, of the Public Records of Osceola County, Florida. 20. Defendant Omawattie has defaulted under the Note and Mortgage by failing to make full and proper payments due August 1, 2021 and any and all subsequent payments thereafter. 21. Defendant Omawattie owes Plaintiff the principal sum of $474,826.90, plus interest, from August 1, 2021, plus any and all late fees, unpaid property taxes, unpaid legal fees and costs, and other related loan items. 22. The full amount payable under the Note and Mortgage is or has been declared due. 23. Plaintiff as holder and owner of the Note, has the right enforce said Note as well as the Mortgage and has standing to enforce the terms hereof. 24. Defendant Omawattie may claim an interest in the property by virtue of a General Warranty Deed, recorded as CFN: 2020001168, Book 5652, Page 648 of the Public Records of Osceola County, Florida on January 3, 2020 and may otherwise claim an interest in the Property, but its interest is subject to, and inferior to, the lien of Plaintiff. 25. Defendant Bellalago and Isles of Bellalago Community Association, Inc. may claim an interest in the Property by virtue of the Bellalago Declaration recorded in OR Book 2350, Page 386 in the Public Records of Osceola County, Florida for any unpaid dues, liens and/or assessments. However, said interest, if any, is subordinate, junior, and inferior to the lien of Plaintiff's Mortgage and/or subject to the safe harbor provisions of Chapter 718 and/or 720 Fla. Stat. 26. Defendant Avatar Properties Inc. may claim an interest in the Property by virtue of the Amended and Restated Bellalago and Isles of Bellalago Club Plan recorded in OR Book 3235, Page 2658 in the Public Records of Osceola County, Florida for any unpaid dues, liens and/or assessments. However, said interest, if any, is subordinate, junior, and inferior to the lien of Plaintiff's Mortgage and/or subject to the safe harbor provisions of Chapter 718 and/or 720 Fla. Stat. 27. John Doe and Jane Doe, as the Unknown Tenants in possession of the Property, may claim an interest in the Property, but each of their respective interests are subject to, and inferior to, the lien of Plaintiff. 28. In addition to the above-named Defendants, the unknown spouses, heirs, devisees, grantees, creditors, trustees, successors in interest or other parties claiming an interest in the subject property by, through, under or against any of said Defendants, whether natural or corporate, who are not known to be alive or dead, dissolved or existing, are joined as Defendants herein. 29. Plaintiff has retained the services of the undersigned counsel to prosecute this action and has agreed to pay counsel a reasonable fee for its services. Defendant Omawattie is responsible for paying Plaintiffs reasonable attorneys’ fees and costs incurred in prosecuting this lawsuit pursuant to the terms of the loan documents, which form the basis of this action. WHEREFORE, Plaintiff demands as follows: a. That this Court adjudge the lien of the Mortgage to be a valid lien upon the subject Property and any applicable fixtures, tangible property, and improvements, superior to the rights, claims, interest, and liens of all Defendants and any and all persons claiming by, through, under or against Defendants subject to the filing of the Lis Pendens; b That an account be made of the sums due to Plaintiff under the Note, and if the sum due is not paid within the time set by this Court, that the Property be sold in accordance with Section 45.031. Florida Statutes; ¢. That this Court appoint a receiver of the Property and of the rents, issues, income and profits thereof, or in the alternative, order sequestration of rents, issues, income and profits pursuant to Section 697.07 Florida Statutes; d That all Defendants made party to this cause, and all persons claiming under or against said Defendants since the filing of the Notice of Lis Pendens, be foreclosed; €. That if the proceeds of the foreclosure sale are insufficient to satisfy Plaintiff's claim, that a Deficiency Judgment be entered against Defendant OMAWATTIE BADLEY HAKH LLC; and f. That this Court grant such other and further relief as it deems proper. COUNT II BREACH OF PROMISSORY NOTE (Against Defendant Omawattie) 30. Plaintiff repeats and re-alleges the allegations contained in paragraphs 1-17 as though full set forth herein. 31. This is an action for breach of Promissory Note. 32. Defendant Omawattie executed the Note in the principal amount of Four Hundred and Seventy-Five Thousand Dollars ($475,000.00). 33. Plaintiff currently owns and holds the Note, as secured by the Mortgage, and has standing to enforce the terms thereof. 34. Defendant Omawattie has defaulted under the Note by failing to make full and proper payments due on August 1, 2021 and any and all subsequent payments thereafter. 35. Defendant Omawattie owes Plaintiff the principal sum of $474,826.90 plus interest, from August 1, 2021, plus any and all late fees, unpaid property taxes, unpaid legal fees and costs, and other related loan items. 36. As a direct and proximate result of Defendant Omawattie failure to make payment to Plaintiff according to the terms of the Note, Plaintiff has been damaged in an amount to be determined at trial. 37. In accordance with the terms of the Note, the entire balance due under the Note is immediately due and payable. WHEREFORE, Plaintiff respectfully requests that this Honorable Court enter a judgment in favor of Plaintiff and against Defendant Omawattie for damages in an amount to be determined at trial; attorneys’ fees; costs; pre- and post-judgment interest; and for such other relief as this Court deems just and proper under the circumstances. COUNT Il BREACH OF GUARANTY (Against Defendants OBH and Selina) 38. Plaintiff repeats and realleges the general allegations set forth in paragraphs 1-17 as though fully set forth herein. 39. On May 22, 2021, Defendants OBH and Selina (collectively “Defendant Guarantors”) executed a Guaranty of Payment and Performance (“Guaranty”), whereby they personally guaranteed Defendant Omawattie’s obligations under the Note. A true and correct copy of the Guaranty is attached hereto as Exhibit G. 40. Pursuant to the Guaranty, the Defendant Guarantors are liable for the amounts due on the Note. 41. Defendant Omawattie has defaulted under the terms of the Note and Mortgage by failing to make payments due August 1, 2021, and each month thereafter. 42. Defendant Guarantors have breached the terms of the Guaranty by failing to make payments due August 1, 2021 and each month thereafter on behalf of Defendant Omawattie. 43. Defendant Guarantors owe Plaintiff the sum of $474,826.90 as principal on the Note, plus interest, from August 1, 2021 plus any and all late fees, unpaid property taxes, attorneys’ fees and costs, and other related loan items. WHEREFORE, Plaintiff respectfully requests that this Honorable Court enter a judgment in favor of Plaintiff and against Defendants OBH and Selina for damages in an amount to be determined at trial; attorneys’ fees; costs; pre- and post-judgment interest; and for such other relief as this Court deems just and proper under the circumstances. Respectfully, /s/ Charlie Xie Charlie Xie, Esq. Rosenberg Cummings & Edwards PLLC Counsel for Plaintiff 802 NE 20th Avenue Fort Lauderdale, Florida 33304 (954) 769-1344 Charlie@RosenbergCummings.com Florida Bar Number: 1011137 VERIFICATION Under penalty of perjury, I declare that I have read the foregoing, and the facts alleged therein are true and correct to the best of my knowledge and belief. Executed on this 20 _ October day of ee 2021. GREAT NORMANDY, LLC Gfoned Dunece Name: Yonel Devico Title, Vice-President Date: 10/20/2021 EXHIBIT A BALLOON PROMISSORY NOTE Loan Amount: $475,000.00 Place: Boca Raton, FL Maturity Date: June 1, 2022 Date: May 2% 2021 FOR VALUE RECEIVED, the undersigned parties, OMAWATTIE BADLEY HAKH LLL.C, a Florida Limited Liability Company, (the “Maker”, “Borrower”, and/or “Company”), whose address is 4949 Harold Stanley Drive, Kissimmee, FL 34758, promise to pay to the order of Gus A. Goldsmith or any subsequent holder of this Balloon Promissory Note ("Lender and/or Holder"), whose address is 18205 Biscayne Boulevard, Ste. 2226, Aventura, FL 33160, the principal sum of FOUR HUNDRED AND SEVENTY FIVE THOUSAND AND 00/100 Dollars ($475,000.00) (“Principal Amount’), with interest on the principal balance, which is from time to time outstanding from the date hereof, at the rate of interest as set forth herein and payable as follows: a. Interest. The Principal Amount shail bear interest at a fixed rate per annum equal to TEN AND 90/100 percent (10.90%) (the “Interest Rate”). Interest shall be computed on the basis of a daily amount of interest accruing on the daily outstanding principal balance during a 360-day year multiplied by the actual number of days the principal is outstanding during such applicable interest period. b. Payment of Principal and Interest. This is a 12 month term (the “Term”), Balloon Promissory Note (hereinafter, the “Promissory Note”), amortized over a 30 year period with principal and interest payments, and with pre-payment penalties as set forth herein, with all accrued and unpaid interest and the entire principal balance then outstanding due at the Maturity Date. Maker promises to pay interest on the unpaid Principal Amount at the Interest Rate, compounded monthly, if applicable, from the Date of this Note until payment in full, as hereinafter provided. Monthly payments, representing principal and interest, payable in arrears, but calculated on the daily outstanding unpaid principal balance of this Promissory Note shall be due and payable commencing July 1, 2021, and on the same day of each and every month thereafter until the Maturity Date, as set forth herein, at which time the entire unpaid principal balance and any unpaid and accrued interest shall become due and payable in full without demand. The monthly principal and interest payment is $4,487.68. Payments of principal and interest shall be made in lawful currency of the United States of America which shall be legal tender in payment of all debts, public and private, at the time of payment. Each payment hereunder shall be credited first to Lender's collection expenses, next to late charges, next to unpaid interest, and the balance, if any, to the reduction of the Principal Amount. The interest on this Note shall be calculated on the basis of a 360-day year and on the actual number of days in each month. Cc. Maturity Date. The then outstanding principal balance, plus all accrued but unpaid interest, shall be due and payabie in full on June 1, 2022. d. Pre-payment Penalty. Provided this Promissory Note, the Mortgage {as defined below) secured by this Note, or any other document executed in connection with this Note and the Mortgage are not in default, this Note may be prepaid in whole or in part on any joan Payment date. In the event a prepayment is made on or before October 1, 2021, in addition to any other payments due hereunder, Borrower shall also be required to pay an amount equal to four (4) months of interest, less any interest payments that borrower has made hereunder. Any partial prepayment shalt not postpone the due date of any subsequent periodic installments or the Maturity Date, or change the amount of such installments due, unless Lender shall otherwise agree in writing. Balloon Promissory Note File No 2021-1696. Page 1 of 7 Each Maker, endorser and guarantor, jointly and severally, waives demand, protest and notice of maturity, non-payment or protest and all requirements necessary to hold each of them liable as makers and endorsers and consents without notice to any and all extensions of time or changes in terms of payment by the holder of this Note. Each Maker, endorser and guarantor, jointly and severally, agrees to pay all costs of collection including reasonable attorney's fees, in the event it becomes necessary to protect the security hereof, whether suit be brought or not. The Principal Amount or the unpaid balance thereof, with interest thereon, shall be accelerated and become immediately due and payable, at the option of the Holder, after default in the payment of any monthly installment of interest if it is not paid within 15 days of its due date, or after default in the performance of any of the covenants or conditions of the Blanket Mortgage (the "Mortgage"), executed simultaneously herewith in connection with this Promissory Note and the below guaranty (the “Guaranty’) of the guarantor (the “Guarantor’), which secures payment of this Promissory Note through the Guaranty's pledge of real property owned by Guarantor and that real property owned by the Borrower. Maker shall pay a late charge in the amount of 5% on the installment of principal and/or interest so overdue. The late charge(s) are not deemed interest hereunder, and shall not be subject to rebate or credit against any other amount(s) due. Any late charge(s) shall be in addition to any other interest that may be due. From and after the occurrence of an Event of Default, as such term is hereinafter defined, under this Promissory Note or the maturity thereof, whether normal maturity or accelerated maturity, the unpaid principal hereof shall bear interest at the greater of eighteen percent (18%) per annum or the highest jegal rate permitted by Florida law. This Promissory Note is secured by a Mortgage of even date herewith (the “Mortgage’) from the Company to Lender on real property located at 1051 Windlass Court, Kissimmee, FL 34746, and is to be construed and enforced according to the laws of the State of Florida. Upon default in the payment of any of the terms and conditions of said Mortgage, and after the expiration of all applicable cure and grace periods, then, at the option of the Holder, the entire Principal Amount remaining unpaid, together with accrued interest, shall become immediately due and payable, without further notice. The term "Loan Documents" shall include, without limitation, any and all of the documents heretofore described, now, or hereafter executed by Maker, by others or by Maker and others which wholly or partly secure or were, are, or will be executed in connection with the indebtedness evidenced by this Promissory Note, including, but not limited to, the Mortgage, Collateral Assignment of Leases, Rents and Licenses, UCC-1 Financing Statements, Security Agreement and associated affidavits, disclosures and other and/or miscellaneous loan documentation It is agreed that the granting to the Maker of this Promissory Note or any other party of an extension or extensions of time for the payment of any sum or sums due hereunder or under the accompanying Mortgage or for the performance of any covenant or stipulation thereof or the taking of other or additional security or the release of any security shall not in any way release or affect the liability of the Maker or any endorser or guarantor for any sums due under this Promissory Note. This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. Balloon Promissory Note File No 2021-1696 Page 2 0f7 The Borrower and any endorsers, sureties, guarantors, and all others who are, or who may become liable for the payment hereof, severally expressly grant to the Lender a continuing first lien security interest in and authorize and empower the Lender, at its sole discretion, at any time after the occurrence of an Event of Default as such term is hereinafter defined and provided all applicable notice, grace and/or cure periods shall have expired, to appropriate and in such order as Lender may elect, apply to the payment hereof or to the payment of any and all indebtedness, liabilities and obligations of such parties to the Lender or any of Lender's affiliates, whether now existing or hereafter created or arising or now owned, or howsoever after acquired by Lender or any of Lender's affiliates (whether such indebtedness, liabilities and obligations are or will be joint or several, direct or indirect, absolute or contingent, liquidated or unliquidated, matured or unmatured), any and all money, general or specific deposits, or collateral of any such parties now or hereafter in the possession of the Lender. Borrower, and any endorsers, sureties, guarantors and all others who are, or who may become liable for the payment hereof, severally, irrevocably, and unconditionally (a) agree that any suit, action, or other legal proceeding arising out of or relating to this Note may be brought, at the option of the Lender, in a court of record of the State of Florida in Osceola County, United States District Court for the Middle District of Florida, or in any other court of competent jurisdiction; (b) consent to the jurisdiction of each such court in any such suit, action or proceeding; and (c) waive any objection which it or they may have to the venue of any such suit, action, or proceeding in any such court. Upon the happening of any of the following events ("Event of Default"), each of which shall constitute a default hereunder, all sums due hereunder shall thereupon or thereafter, at Lender's option, without notice or demand, become immediately due and payable: (a) failure of any Obligor (which term shall mean and include each Maker, Endorser, Surety, Guarantor or other party liable for payment of or pledging collateral or security under this Note) to pay on or before expiration of any applicable grace period, any sum due hereunder or due by any Obligor to Lender under any other Promissory Note or under any security instrument or written obligation of any kind now existing of hereafter created; (b) occurrence of default under any of the Loan Documents or any other loan agreement or security instrument now or hereafter in effect which by its terms covers this Promissory Note or the indebtedness evidenced hereby; (c) filing of any petition under the Bankruptcy Code or any similar federal or state statute by or against any Obligor or the insolvency of any Obligor and not discharged and dismissed within 30 days from the filing thereof, (d) making of a general assignment by any Obligor for the benefit of creditors, appointment of or taking possession by a receiver, trustee or custodian or similar official for any Obligor or for any assets of any such Obligor or institution by or against any Obligor of any kind of insolvency proceedings or any proceeding for dissolution or liquidation of any Obligor which is not dismissed within thirty (30) days of the filing thereof,(e) entry of a final judgment against any Obligor which is not satisfied or transferred to bond within thirty(30) days of the date of entry or an appeal of such judgment timely filed and, in such event, not satisfied within thirty (30) days after such appeal is dismissed or the date of the appellate court entering a judgment upholding the trial court judgment in whole or in part; (f) material falsity in any certificate, statement, representation, warranty or audit at any time furnished to Lender by or on behalf of any Obligor pursuant to or in connection with this Promissory Note, the Loan Documents or any loan agreement or Security Agreement now or hereafter in effect, which by its terms covers this Promissory Note for the indebtedness evidenced hereby or otherwise including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in any facts disclosed by any certificate, statement, representation, warranty or audit furnished to Lender; (g) issuance of any writ of attachment or writ of garnishment or filing of any lien against any Collateral or the property of any Obligor, which is not dismissed within thirty (30) days of the date of issuance or filing, whichever is applicable; (h) taking of possession of any material Collateral or of any substantial part of the property of any Obligor at the instance of any governmental authority; (i) Balloon Promissory Note File No 2021-1696 Page 3 of 7 dissolution, merger, consolidation, or reorganization of any Obligor; (j) encumbrance, assignment, transfer, conveyance, sale or disposition by any Obligor of any equity in any collateral securing payment of this Note without the prior written consent of Lender; (k) cancellation of any guaranty with respect hereto without the prior written consent of Lender hereof; (I) the death of a guarantor, or any default in the payment or performance of any obligation of any guarantor of the Promissory Note arising under its guaranty or pursuant to any other Loan Document; (m) if any interest in any Obligor is sold or transferred without Lender's prior written consent; or, (n) at Lender's option, any default in payment or performance of any obligation under any other loans, contracts or agreements of Obligor or Borrower, any Subsidiary or Affiliate of Borrower, any sharehoider(s) of or the holder(s) of the majority ownership interests of Borrower with Lender or its affiliates (“Affiliate” shall have the meaning as defined in 11 U.S.C. Section 101, except that the term “Borrower” shall be substituted for the term “Debtor” therein; “Subsidiary” shall mean any business in which Borrower holds, directly or indirectly, a controlling interest). Lender shall have all of the rights and remedies of a creditor, mortgagee and secured party under all applicable law. Without limiting the generality of the foregoing, upon the occurrence of an Event of Default hereunder, Lender may, at its option, and without notice or demand after the expiration of all applicable Cure and grace periods (i) declare the entire unpaid principal and accrued interest accelerated and due and payable at once, together with any and all other liabilities of Maker or any such liabilities selected by Lender; and (ii) set-off against this Promissory Note all monies owed by Lender in any capacity to Maker, and Lender shall be deemed to have exercised such right of set-off, and to have made a charge against any such money immediately upon the occurrence of such default, although made or entered on the books subsequent thereto. To the extent that any of the Collateral is personal property and Lender elects to proceed with respect to it in accordance with the Uniform Commercial Code, then, unless that collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market, Lender will give Maker reasonable notice of the time and place of any public or private sale thereof. The requirement of reasonable notice shall be met if such notice is, at the option of Lender, hand delivered, sent via expedited courier, or mailed, postage prepaid to Maker, at the address given to Lender by Maker, or any other address shown on the records of Lender at least five (5) days before the time of sale. Upon disposition of any Collateral after the occurrence of an Event of Default hereunder, Maker and its Guarantors shall be and shall remain liable for any deficiency; and Lender shall account to Maker for any surplus, but Lender shall have the right to apply all or part of such surplus (or to hold the same as reserve) against any and all other liabilities of Maker and its Guarantors to Lender. Notwithstanding anything herein to the contrary or already stated, all parties to this Promissory Note, whether Maker, principal, surety, guarantor or endorser, hereby waive presentment for payment, demand, notice, protest, notice of protest and notice of dishonor and, under no circumstances shall the aggregate amount paid or agreed to be paid hereunder exceed the highest lawful rate permitted under applicable usury law (the “Maximum Rate") and the payment obligations of Maker under this Promissory Note are hereby limited accordingly. If under any circumstances, whether by reason of advancement or acceleration of the maturity of the unpaid principal balance hereof or otherwise, the aggregate amounts paid on this Promissory Note shall include amounts which by law are deemed interest and which would exceed the Maximum Rate, Maker stipulates that payment and collection of such excess amounts shall have been and will be deemed to have been the result of a mistake on the part of both Maker and the Holder of this Promissory Note, and the party receiving such excess payments shall promptly credit such excess (to the extent only of such payments in excess of the Maximum Rate) against the unpaid principal balance hereof and any portion of such excess payments not capable of being so credited shall be refunded to Maker. Balloon Promissory Note File No 2021-1696 Page 4 of 7 The term "Maker" as used herein in every instance shall include the successors, legal representatives and assigns of the Maker, and shall denote the singular and/or plural, the masculine and/or feminine, and natural and/or artificial persons whenever and wherever the context so requires or admits. In addition to anything herein already stated, if the calculation of interest or the imposition of a change in the rate of interest after acceleration upon default or the payment of any fees or other charges which are construed to be interest under applicable law, tule, or regulation in effect from time to time, result in an effective rate of interest higher than that permitted to be paid under applicable law, rule, or regulation in effect from time to time, then such charges shall be reduced by a sum sufficient to result in an effective rate of interest no greater than the maximum effective rate of interest permitted to be paid under applicable law, tule or regulation in effect from time to time. The Lender may, in determining the maximum rate permitted under applicable law, rule or regulation in effect from time to time, take advantage of: (j) the rate of interest permitted by Florida Statutes Cha pter 665 (Florida Savings Association Act), by reason of both Section 687.12 Florida Statutes (" interest rates: parity among licensed lenders or creditors" ") and 12 United States Code, Sections 85 and 86, and (ii) any other law, rule or regulation in effect from time to time, available to Lender which exempts Lender from any limit upon the tate of interest it may charge or grants to Lender the right to charge a higher rate of interest than that Permitted by Florida Statutes, Chapter 687. Upon maturity of this Promissory Note, whether by acceleration or in due course, interest shall be recalculated over the actual life of the loan based upon the amounts outstanding, and if the total amount of interest theretofore paid exceeds the amount permitted to be paid under applicable iaw, rule, or regulation in effect from time to time, the excess shall be credited to Principal Amount, or if such excess exceeds the Principal Amount due hereunder , refunded to the Borrower, This Note shall be cross defaulted and cross collateralized with all other loans which Borrower or a Guarantor shall have from or shall have guaranteed to Lender (or any subsidiary or affiliated entity of Lender) during the term of this Loan, whether existing as of the closing date or subsequen tly made. A default under any of the above-described other loans shall constitute a default under this Promissory Note. A default under this Promissory Note shall constitute a default under the above-described other loans. To the extent not prohibited by applicable law, if Lender, at its option, avails itself of this cross- collateralization/cross default provision, Lender shall have the option to pursue its remedies in any combinations and against any Maker, Borrower or Guarantor. This Promissory Note is guaranteed by Omawattie Badley Hakh and Selina Hakh. This Promissory Note is secured by the Mortgage executed and delivered on even date herewith by Borrower and is subject to the provisions thereof, with the Mortgage to be construed and enforced in accordance with the laws of the State of Florida. Maker represents and warrants that this Promissory Note evidences a loan for commercial business purposes and is not a consumer-type transaction. Borrower agrees with respect to any collateral securing this Promissory Note, to waive all valuation and appraisement laws of any state. This Promissory Note shall be construed without any regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted. Notwithstanding anything contained herein to the Contrary, if there is more than one Maker or borrower, Balloon Promissory Note File No 2021-1696 Page 5 of 7 each Maker or borrower shall be jointly and severally liable for a breach of any and all covenants, representations, warranties, obligations and liabilities under this Promissory Note and/or the Mortgage or any of the Loan Documents. MAKER, HOLDER AND/OR GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION (INCLUDING BUT NOT LIMITED TO) ANY CLAIMS, CROSS CLAIMS OR THIRD PARTY CLAIMS ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN. MAKER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE MAKER, HOLDER AND/OR GUARANTOR, NOR THEIR RESPECTIVE COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE MAKER, HOLDER AND/OR GUARANTOR WOULD NOT, IN THE EVENT OF SUCH LITIGATION; SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. MAKER AND GUARANTOR ACKNOWLEDGE THAT THE HOLDER HAS BEEN INDUCED TO ENTER INTO THIS LOAN, INCLUDING THIS PROMISSORY NOTE, BY, INTER ALIA, THE PROVISIONS OF THIS PARAGRAPH. “MAKER”: OMAWATTIE BADLEY HAKH L.L.C, a Florida limited liability company Balloon Promissory Note File No 2021-1696 Page 6 of 7 GUARANTY: The undersigned hereby voluntarily, willingly, knowingly, competently, irrevocably and unconditionally guaranty, and is the Guarantor hereunder, the payment and performance and collection of the foregoing Promissory Note and that an event of default under this Promissory Note is simultaneously a default under this Guaranty, which forms a part of and is incorporated into this Promissory Note, entitling Lender to ali remedies hereunder and under the Mortgage and the Loan Documents, including, without limitation, acceleration of the debt owed and foreclosure of the Mortgage and all remedies in order to collect under this Guaranty for the debt owed under this Promissory Note. This is a continuing Guaranty. Imawattie Badley Hakh Selina Hakh Balloon Promissory Note File No 2021-1696 Page 7 of 7 GUARANTY: The undersigned hereby voluntarily, willingly, knowingly, competently, irrevocably and unconditionally guaranty, and is the Guarantor hereunder, the payment and performance and collection of the foregoing Promissory Note and that an event of default under this Promissory Note is simultaneously a default under this Guaranty, which forms a part of and is incorporated into this Promissory Note, entitling Lender to all remedies hereunder and under the Mortgage and the Loan Documents, including, without limitation, acceleration of the debt owed and foreclosure of the Mortgage and all remedies in order to collect under this Guaranty for the debt owed under this Promissory Note. This is a continuing Guaranty. Omawattie Badley Hakh Selina Hakh > Balloon Promissory Note File No 2021-1696 Page 7 of 7 EXHIBIT B Prepared by Alexander B. Rotbart, Esq. The Rotbart Law Group, PA 101-103 East Palmetto Park Road Boca Raton, FL 33432 THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT - OR THE PRINCIPAL BALANCE DUE UPON MATURITY - IS $473,007.05, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE MORTGAGE AND SECURITY AGREEMENT Future Advances Notice: This Mortgage Secures all future advances from Lender to Mortgagor, as defined below; however, in no event shall the principal amount secured at any one time exceed the sum of $712,500.00. THIS MORTGAGE DEED AND SECURITY AGREEMENT (hereinafter, the “Mortgage”) made and executed this 22 day of May, 2021 by OMAWATTIE BADLEY HAKH L.L.C, a Florida Limited Liability Company, whose address is 4949 Harold Stanley Drive, Kissimmee, FL 34758 (hereinafter, shall be referred to as “Mortgagor” and/or “Debtor” and/or “Borrower*), to and in favor of Gus A. Goldsmith, whose address is 18205 Biscayne Boulevard, Ste. 2226, Aventura, FL 33160 (referred to as “Mortgagee” or “Lender”) and secured party. RECITALS: WHEREAS, Mortgagee has extended to Borrower a certain commercial business loan in the amount of FOUR HUNDRED SEVENTY FIVE THOUSAND AND 00/100 Dollars ($475,000.00) (the “Loan”) pursuant to the terms of a certain Balloon Promissory Note, of even date herewith, executed by Borrower and Mortgagor, (as the same may be amended, modified, supplemented, extended, substituted and restated from time to time, the “Note”); and Recorded in Osceola County, FL KELVIN SOTO, ESQ., CLERK OF COURT 05/26/2021 03:34:31 PM RECEIPT # 2457925 Rec Fees 214.00 MTG DOC 1,662.50 INTANGIBLE 950.00 EXTRA NAMES CFN# 2021082097 BK 5967 PG 1123 PAGE 1 OF 25 WHEREAS, the total indebtedness secured by this Mortgage is FOUR HUNDRED SEVENTY FIVE THOUSAND AND 00/100 Dollars ($475,000.00), plus interest, costs, fees and all other charges and expenses secured herein. WHEREAS, the execution and delivery of this Mortgage is a condition precedent to Mortgagee’s obligation to extend the Loan to Mortgagor. WITNESSETH: WHEREAS, the Mortgagor is justly indebted to Mortgagee and this Mortgage is given to secure and shall secure the following (hereinafter referred to collectively as the “Indebtedness’): a) the payment of any sums and all sums, principal, interest and agreed charges, becoming due and payable by the Mortgagor under or with respect to the Note, of even date herewith, in the original principal amount of $475,000.00, executed by the Borrower in favor of the Mortgagee and personally guaranteed by Omawattie Badley Hakh and Selina Hakh (hereinafter referred to as “Guarantor”); and b) the payment of any and all sums now or hereafter becoming due and payable by the Mortgagor to the Lender under the terms of this Mortgage, including but not limited to, advances made by the Lender pursuant to the terms and conditions of this Mortgage, and c) the payment of all renewals and extensions of any or all obligations of the Mortgagor described in (a) and (b), above, whether or not any renewal or extension agreement is executed in connection therewith; and qd) the full and complete performance of each and every obligation, covenant, duty and agreement of the Mortgagor contained in this Mortgage; and WHEREAS, the Mortgagee, as a condition precedent to the extension of credit or the making of the loan evidenced by the Note has required that the Mortgagor provide Mortgagee with security for the payment or repayment of the Indebtedness represented by the Note as well as for the perf