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COMMONWEALTH OF MASSACHUSETTS
MIDDLESEX, SS. SUPERIOR COURT
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CIVIL ACTION NO.
» Vo~ 745
BERKSHIRE BANK,
Plaintiff
VS.
GARMAX TAXI, INC. and VERIFIED COMPLAINT
MAXO LOUIS
IN THE OFFICE OF THE
Defendants
FOR THE COUNTYCcOF
MIDDLESEX
NOV 14 2999
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THE PARTIES
The Plaintiff, Berkshire Bank, successor by merger of Commerce Bank & Trust
Company (hereinafter “Plaintiff’), is-a bank. witha usual place of business at 61
Brookline Avenue, Boston, MA 02215.
The Defendant, GARMAX TAXI, INC. (hereinafter “Borrower”) is a corporation with a
principal place of business at 133 Pearl Street, Apt. 2, Somerville, MA 02145.
The Defendant, MAXO LOUIS (hereinafter “Guarantor”) is an individual with a last and
usual place of abode of 2 133 Pearl Street, Apt. 2, Somerville, MA 02145. Guarantor is
President, sole officer and registered agent of the Borrower.
CAUSES OF ACTION
COUNT I
(vs. GARMAX TAXI, INC. for Breach of Contract- Promissory Note)
The Plaintiff re-avers, re-alleges and incorporates by reference paragraphs | through 3
dO 38
above.
On or about December 28, 2016, Borrower executed and delivered to Commerce Bank
& Trust Company (“Commerce”) a Promissory Note in the principal amount of
$350,000.00 (hereinafter the “Note”). A copy of the Note is attached hereto as Exhibit
«Ar.
On or about October 13, 2017, Commerce merged with Plaintiff Berkshire Bank.
Plaintiff Berkshire Bank is now the holder of the Note.
Borrower defaulted according to the terms of the Note by, among other things, its failure
to make payment as and when due thereunder, or otherwise by the occurrence of a change
in the condition or the affairs (financial or otherwise) of the Borrower or Guarantor, or
the occurrence of any other event or circumstance, such that the Plaintiff, in its sole
discretion, deems that it is insecure.
As a result of its default, Borrower is liable to the Plaintiff in the sum of $379,892.61,
comprised of $350,000.00 in principal, $28,595.48 in accrued interest as of September
11, 2020, and $1,297.13 in late charges, plus accruing interest, late charges, costs and
reasonable attorney’s fees.
COUNT II
{vs. MAXO LOUIS for Breach of Contract- Personal Guaranty)
10 The Plaintiff re-avers, re-alleges and incorporates by reference paragraphs | through 9
above.
11 On or about December 28, 2016, the Guarantor executed and delivered to Commerce a
Commercial Guaranty (hereinafter the “Guaranty”). A copy of the Guaranty is attached
hereto as Exhibit “B”.
12 Pursuant to the Guaranty, Guarantor personally, absolutely and unconditionally
guaranteed the full and punctual payment to the Plaintiff of all sums due and owing
Plaintiff from Borrower pursuant to the Note.
13. In accordance with the Guaranty, Guarantor has failed to satisfy the obligations of
Borrower pursuant to the Note, and therefore, is liable to the Plaintiff in the sum of
$379,892.61, comprised of $350,000.00 in principal, $28,595.48 in accrued interest as of
September 11, 2020, and $1,297.13 in late charges, plus accruing interest, late charges,
costs and reasonable attorney’s fees.
COUNT III
(For Injunctive Relief)
14 The Plaintiff re-avers, re-alleges and incorporates herein by reference the allegations
contained in paragraphs | through 13 above.
15. On or about December 28, 2016, Borrower executed and delivered to Commerce a
Security Agreement. A copy of the Security Agreement is attached hereto as Exhibit “C”
16 Pursuant to the Security Agreement, Borrower granted Plaintiff a security interest in
Borrower’s hackney carriage license issued by the Licensing Commission of the City of
Cambridge, Massachusetts, presently represented or evidenced by taxi medallion in the
name of the above referenced Borrower numbered 202 for the year 2016 (hereinafter,
“Medallion” or “Collateral”).
17 Plaintiff perfected its security interest in its Collateral by filing a UCC-1 Financing
Statement with the Commonwealth of Massachusetts Secretary of State. A copy of the
OC
UCC-1 Financing Statement along with all continuations, amendments and assignments,
is attached hereto as Exhibit “D”.
18. Pursuant to the Security Agreement, Plaintiff may take possession and/or sell or
otherwise dispose of its Collateral in the event of a default of the Borrower under the
Note.
19. Borrower breached the terms of the Security Agreement by, among other things, its
default under the Note.
20. The Borrower continues to operate with the Medallion, the Plaintiff's collateral.
21 The Plaintiff
has a reasonable likelihood of success on the merits of this action, as the
Defendants have not and cannot raise any legitimate defenses to the Plaintiff's claim.
22. The Plaintiff believes and avers that any harm that may be suffered by the Defendants
will be nominal and is outweighed by the harm likely to befall the Plaintiff in the absence
of injunctive relief.
PRAYERS FOR RELIEF
WHEREFORE, the Plaintiff, Berkshire Bank, respectfully requests that this Court enter the
following relief:
1 That the Defendant, GARMAX TAXI, INC. and its officers, directors, shareholders,
members, managers, agents, servants, employees, and those acting in concert with them,
be restrained and enjoined from using, concealing, hypothecating or transferring in any
way its hackney carriage license issued by the Licensing Commission of the City of
Cambridge, Massachusetts, evidenced by a medallion in the name of the Defendant
GARMAX TAXI, INC. numbered 202 for the year 2016, and all renewals thereof
(the “Medallion”;
a
That the Defendant, GARMAX TAXI, INC., and its officers, directors, shareholders,
members, managers, agents, servants, employees, and those acting in concert with them,
be ordered to refrain from interfering with the Plaintiff's right to repossess and liquidate
the Medallion;
That the Defendant GARMAX TAXI, INC. and its officers, directors, shareholders,
members, managers, agents, servants, employees, and those acting in concert with them,
be ordered to deliver the Medallion to Licensing Commission of the City of Cambridge,
Massachusetts, or otherwise make the Medallion available to the Plaintiff;
That this Honorable Court issue preliminary injunction under prayers 1, 2 and 3 above:
That this Honorable Court enter a Judgment for money damages in favor of the Plaintiff
against the Defendants, GARMAX TAXI, INC. and MAXO LOUIS, jointly and
severally, pursuant to Counts 1 and II of the Complaint in the sum of $379,892.61, plus
interest, costs and attorney's fees; and
That this Honorable Court enter such other relief deemed just and equitable.
PLAINTIFF
BERKSHIRE BANK
By its attorneys,
Cohn & Dussi, LLC,
bee: _L | Daniel AW
J yéeraran
Z
an, Esquite. QBO#56003
BO#56003: 9
68 nAAve, Suite sn
Boston, MA 02111
(781) 494-0200
VERIFICATION
I, Masen Sosedna Vice President of Berkshire Bank, successor by merger of Commerce
Bank & Trust Company, hereby verify that I have reviewed the Verified Complaint and the facts
contained therein are true and accurate except those that are based upon information and belief,
and as to those, I believe them to be true.
Signed this o> day of Ocketeer
—_, 2020, under the PAINS AND PENALTIES OF
PERJURY.
COMMONWEALTH OF MASSACHUSETTS
Sut ei, County deter S920
‘Then personally appeared the above named | V en S25 ah , and acknowledged the
foregoing to be her/his free act and deed before me.
KENNIEL VELEZ Y
Notary Pubic Commonwealth of Massachusetts Notary Public
My Commision Expres January 22 202t
My Commission Expires: }- 27 - Cot |
939257
-EXHI IT 3
THREE YEAR TERM NOTE
For value received, the undersigned Garmax Taxi, Inc., a Massachusetts corporat
ion (the
“Borrower"), promises to pay to Commerce Bank & Trust Compat iny (together with its successors and
assigns, thé’ "Lender"), or order, in lawful money of the United States of America, the principal amount of
Three Hundred Fifty Thousand & 00/100 Dollars ($350,000.00), an or before January 20,
2020 (the
“Maturity Date"), as set forth below, together with interest from the date hereof on the unpaid principal
balance from time to time outstanding until paid in full.
The Borrower shall pay this loan in 35 consecutive regular monthly installments of
INTEREST ONLY. Borrower's first payment Is due February 20, 2017 (the Borrower Is being credited
for 24 days of interest for the period of December 28, 2016, to January 20, 2017), and all subsequent
payments are due on the same day of each month thereafter. Borrower's final Payment will be
due
on January 20, 2020, and will be for all princlpai and all accrued Interest not yet paid. Borrower will
pay Lender at Lender's address of 386 Main Street, PO Box 15020, Worcester, MA 01615-0020 or at
such other place as Lender may designate in writing. Should any of the dates on which payments
are required hereunder fall on a Saturday, Sunday or a legal holiday, then such payment shall be due
on the immediately following business day.
The aggregate principal balance outstanding shall bear interest thereon at a fixed rate equal
to Three and One Quarter Percent (3.25%) per annum with no amortization of Principal. Unless
otherwise agreed or required by applicable law, payments will be applled first to any accrued unpaid
Interest; then to principal; then to any late charges; and then to any unpaid collection costs. Interest
on this Note is computed on a 365/360 basis; that is, by applying the ratio of the Interest rate over a
year of 360 days, multiplied by the outstanding princlpal balance, multiplied by the actual number of
days the principal bal: lance is outstanding. All interest payable“under this Note is computed using
this method.
Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date
of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default),
except as otherwise required by law. The Borrower may Prepay this loan in whole ar in part priorto
maturity. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's
obligation to continue to make payments under the payment schedule. Rather, early payments will reduce
the principal balance due and may result in Borrower's making fewer payments. Borrawer agrees not to
send Lender payments marked “paid in full", “without recourse”, or similar language. If Borrower sends such
a payment, Lender may accept it without fosing any of Lender's rights under this Note, and Borrower will
remain obligated to pay any further amount owed to Lender. All written communications conceming disputed
amounts, including any check or other payment Instrument that indicates that the payment’ constitutes
“payment in full” of the amount owed or that is tendered with other conditions or limitations or as full
satisfaction of a disputed amount must be mailed or delivered to: Commerce Sank & Trust Company, 386
Main Street, PO Box 15020 Worcester, MA 01615-0020.
If a payment is’ 10 days or more late Borrower will be chai ged 5.000% of the unpald portion of
the regularly scheduled payment.
Upon default, including failure to pay upon final maturity, the interest rate on this ‘Note shall be
increased by adding an additional 5.000 percentage point margin (“Default Rate Margin”). The Default Rate
Margin shall also apply to each succeeding interest rate change that would have applied had there been no
default. However, in no event will the interest rate exceed the maximum interest rate limitations under
applicable law.
At the option of the Lender, this Note shall become immediately due and payable without notice or
demand upon the occurrence at any time of any of the following: events of default (each, an "Event of
Default"): (1) defautt of any liability, obligation, covenant or undertaking of the Borrower, any endorser or
any guarantor hereof to the Lender, hereunder or otherwise, including, without limitation, failure'to pay in full
and when due any installment of principal or interest or default of the Borrower, any endorser or any
guarantor hereof under any other loan document delivered by the Borrower, any endorser or any guarantor,
or in connection with the loan evidenced by this Note or any other agreement by the Borrower, any endorser
or any guarantor with the Lender; (2) failure of the Borrower, any endorser or any guarantor hereof to
Maintain aggregate collateral security value satisfactory to the Lender; (3) default of any material liability,
obligation or undertaking of the Borrower, any endorseror any guarantor hereof to any other party; (4) if any
statement, representation or warranty heretofore, now or hereafter made by the Borrower, any endorser
or
any guarantor hereof in connection with the loan evidenced by this Note or in any supporting
financial
statement of the Borrower, any endorser or any guarantor hereof shall be determined by the Lenderto have
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been false or misleading in any material respect when made; (5) if the Borrower, any endorser or any
guarantor hereof is 4 corporation, trust, partnership or limited liability company, the liquidation, termination or
dissolution of any such organization, or the merger or consolidation of-such organization into another entity,
or its ceasing to carry on actively its present business or the appointment of a receiver for its property; (6)
the death of the Borrower, any endorser or any guarantor hereof aid, if the Borrower, any endorser or any
guarantor hereof is a partnership or limited liability company, the death of any partner or member; (7) the
institution by or against the Borrower, any endorser or any guarantor hereof of any proceedings under the
Bankruptcy Code 11 USC §107 ef seq. or any other law in which the Borrower, any endorser or any
guarantor hereof is alleged to be insoivent or unable to pay its debts as they mature, or the making by the
Borrower, any endorser or any guarantor hereof of an assignment for the benefit of creditors or the granting
by the Borrower, any endorser or any guarantor hereof of a trust mortgage for the benefit of creditors; (8)
the service upon the Lender of a writ in which the Lender is named as trustee of the Borrower, any endorser
or any guarantor hereof; (9) a judgment or judgments for the payment of money shall be rendered against
the Borrower, any endorser or any guarantor hereof, and any such judgment shall remain unsatisfied and in
effect for any period of thirty (30) consecutive days without a stay of execution; (10) any levy, lien (including
mechanics lien) except as permitted under any of the other loan documents between the Lender and the
Borrower, seizure, attachment, execution or similar process shall be issued or levied on any of the property
of the Borrower, any endorser or any guarantor hereof; (11) the termination or revocation of any guaranty
hereof; or (12) the occurrence of such a change in the condition or affairs (financial or otherwise) of the
Borrower, any endorser or any guarantor hereof, or the occurrence of any other event or circumstance, such
that the Lender, in its sole discretion, deems that it is insecure or that the prospects for timely or full payment
or performance of any obligation of the Borrower, any endorser or any guarantor hereof to the Lender has
been or maybe impaired.
Any payments received after thé occurrence and during the continuance of an Event of Default
shall be applied in such manner as the Lender may determine.’ The Borrower hereby authorizes the Lender
to charge any deposit account which the Borrower may maintain with the Lender for any payment required
hereunder without prior notice to the Borrower,
If pursuant to the terms of this Note, the Borrower is at’ any time obligated to pay interest on the
principal balance at a rate in excess of the maximum interest rate permitted by applicable law for the loan
evidenced by this Note, the applicable interest rate shall be immediately reduced to such maximum rate and
all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction
of principal and not on account of the interest due hereunder.
The Borrower represents to the Lender that the proceeds ‘of this Note will not be used for
Personal, family or household purposes or for the purpose of purchasing or carrying margin stock
or margin securities within the meaning of Regulations U and X of the Board of Governors of the
Federal Reserve System, 12 C.F.R. Parts 221 and 224.
‘The Borrower and each endorser anid guarantor hereof grant to the Lender a continuing lien on.and
security interest in any and all deposits or other sums at any time credited by or due from the Lender fo the
Borrower and/or each.endorser or guarantor hereof and any cash, securities, instruments or other property of
the Borrower and each endorser and guarantor hereof in the possession of the Lender, whether for
safekeeping or otherwise, or in transit to or from the Lender (regardless of the reason the Lender had received
the same or whether the Lender has conditionally released the same). as security for the full and punctual
payment and performance of all of the liabilities and obligations of the Borrower and/or any endorser or
guarantor hereof to-the Lender and such deposits and other sums may be applied or set off against such
liabilities and obligations of the Borrower or any endorser or guarantor ‘hereof to the Lender at any time,
whether or not such are then due, whether or not demand has been made and whetheror not other collateral is
then available to.the Lender.
No delay or omission on the part of the Lender in exercising any right hereunder shall operate as a
waiver of such.right or of any other right of the Lender, nor shall any delay, omission or waiver on any one
occasion be deémed a bar to or waiver of the same or any other right on any future occasion. The Borrower
and every endorser or guarantor of this Note, regardless of the time, order or place of. signing, waives
presentment, demand, protest, notice of intent to accelerate, notice of acceleration and all other notices of
every kind in connection with the delivery, acceptance, performance or enforcement of this Note and
assents to any ‘extension or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral, and to the addition or release of any other party or person
primarily or secondarily liable and waives all recourse to suretyship and guarantor defenses generally,
including any defense based on Impairment of collateral. To the maximum extent permitted by law, the
Borrower and each endorser and guarantor of this Note waive and terminate any homestead rights and/or
exemptions respecting any premises under the provisions of any applicable homestead laws, including
ML
without limitation, Chapter 188, Section 1, of the General! Laws of Massachusetts.
The Borrower and each endorser and guarantor of this Note shall indemnify, defend and hold the
Lender and its directors, officers, employees, agents and attomeys (each an "Indemnitee”) harmless
against
any claim brought or threatened against any Indemnitee by the Borrower, by any endorser or guarantor, or
by any other person (as well as from attomeys’ reasonable fees and expenses in connection therewith) on
account of the Lender's relationship with the Borrower or any endorser or guarantor hereof (each of which
may be defended, compromised, settled or pursued by the Lender with counsel of the Lender's selection,
but at the expense of the Borrower and any endorser and/or guarantor), except for any claim arising out of
the gross negligence or willful misconduct of the Lender.
The Borrower and each endorser and guarantor of this Note agree to pay, upon demand, costs of
collection of all amounts under this Note including, without fimitation, principal and interest, or in connection
with the enforcement of, or realization on, ai ny security for this Note, including, without limitation, to the
extent permitted by applicable law, reasonable attomeys’ fees and expanses.
This Note shall be binding upon the Borrower and each endorser and guarantor hereof and upon
their respective heirs, successors, assigns and legal representatives, and shall inure to the benefit of the
Lender and its successors, endorsees and assigns.
The liabilities of the Borrower and any endorser or guarantor of this Note are Joint and several;
provided, however, the release by the Lender of the Borrower or any one or more endorsers or. guarantors
shall not release any other person obligated on account of this Note.’ Any and all present and future debts of
the Borrower to any endorser or guarantor of this Note are subordinated to the full payment and
performance of all present and future debts and obligations of the Borrower to the Lender, Each reference
in this Note to the Borrower, any endorser, and any guarantor, is to such person individually and also fo all
such persons jointly. No person obligated on account of this Note may seek contribution from any other
person also obligated, unless and until all liabilities, obligations and. indebtedness to the Lender of the
Person from whom contribution is sought have been irrevocably satisfied in full. The release or com promise
by the Lender of any collateral shall not release any person obligated on account of this Note.
The Borrower and each endorser and guarantor hereof each authorizes the Lender to complete this
Note if delivered incomplete in any respect. A photographic or other reproduction of this Note may be made
by the Lender, and any such reproduction shall be admissible in evidence with the same effect as the
original itselfin any judicial or administrative proceeding, whether or not the original is in existence.
This Note is delivered to the Lender at one of its offices in Massachusetts, shall take effect as a
‘sealed instrument and shall be governed by the laws of the Commonwealth of Massachusetts.
Any notices under or pursuantto this Note shall be deemed duly received and effective if delivered
in hand to any officer of agent of the Borrower or Lender, or if mailed by registered or certified mail, return
receipt requested, addressed to the Borrower or Lender at the address set forth in this Note or as an
y Party
may from time to time designate by written notice to the other party. .
‘The Borrower and each endorser and guarantor of this-Note each irrevocably submits to ‘the
fienexclusive jurisdiction of any Federal or state court sitting in Massachusetts, over any suit, action or
Proceeding arising out of or relating to this Note. Each of the Borrower and each endorser and guarantor
irrevocably waives, to the fullest extent it may effectively do so under applicable law, any objection it may
now or hereafter have to the laying of the venue of any such suit, action or Proceeding brought in any such:
court and any claim that the same has been brought in an inconvenient forum. Each of the Borrower and
each endorser and guarantor hereby consents to any and all process which may be served in any such sult,
action or proceeding, (i) by mailing a copy thareof by registered and certified mail, postage prepaid, retum
receipt requested, to the Borrower's, endorser’s or guarantors address shown below or as notified-to the
Lender and (ii) by serving the same upon the Borrower(s), endorser{s) or guarantor(s) in any other manner
otherwise permitted by law, and agrees that such service shall in eves ry respect be deemed effective service
upon the Borrower or such endorser or guarantor.
THE BORROWER, EACH ENDORSER AND GUARANTOR AND THE LENDER EACH
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN
OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVES ANY AND ALL RIGHTS
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS
NOTE, ANY OF THE OBLIGATIONS OF THE BORROWER, EACH ENDORSER AND
GUARANTOR TO THE LENDER, AND ALL MATTERS CONTEMPLATED HEREBY AND
DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND {B) AGREES NOT TO SEEK
JIL
To CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH
A JURY
TRIAL CAN NOT BE, OR HAS NOT BEEN, WAIVED. THE BORROWER, EACH
ENDORSER
AND GUARANTOR AND THE LENDER EACH CERTIFIES THAT NEITHER THE LENDER
NOR ANY OF ITS REPRESENTATIVES, AGENTS OR C COUNSEL HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE LENDER WOU! ILD NOT IN THE EVENT
OF ANY
SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.
IN THE EVENT OF DEFAULT AND THE COMMENCEMENT OF A SECURED PARTY
SALE, THE CITY OF CAMBRIDGE TAXI CAB MEDALLION SHALL BE DISPOSED OF BY
SALE APPROVED “BY THE CITY OF CAMBRIDGE LICENSING GOMMISSION
THAT
PROVIDES FOR ITS FAIR MARKET VALUE OR BY SALE AT PUBLIC AUCTION,
ADVERTISED IN-A CAMBRIDGE NEWSPAPER AT LEAST SEVEN {7) CALENDAR DAYS
PRIOR TO THE AUCTION SALE”; ALL IN ACCORDANCE WITH TI HE APPLICABLE CITY OF
CAMBRIDGE ORDINANCE, AS AMENDED. ©
Executed as an instrument under seal as of December 28, 2016.
Witness: Borrower:
(ar
Garmax Taxi, Inc.
By: AA MO
Maxo Louis, President and Treasurer
EXHIBIT « B . ”
UNLIMITED GUARANTY
TO: Commerce Bank & Trust Company, a Massachusetts Commercial Bank (the
"Bank")
RE: Garmax Taxi, Inc., a Massachusetts corporation (the "Borrower")
To induce the Bank to make or continue to make loans, advances, or grant other financial
accommodations to the Borrower, in consideration thereof and for loans, advances or financial
accommodations heretofore or hereafter granted by the Bank to or for the account of the
Borrower, the undersigned Maxo Louis (the "Guarantor") absolutely and unconditionally
guarantees the full and punctual payment to the Bank of all sums which ma y be presently due
and owing and of all sums which shall in the future become due and ‘owing to the Bank from the
Borrower, whether direct or indirect, whether as a borrower, guarantor, surety or otherwise,
including, without limitation, interest, attorneys’ fees and ather amounts accruing after the filing of
a petition in bankruptcy by or against Borrower, notwithstanding the discharge of Borrower from
such obligations, together with all costs and expenses incurred by the Bank in connection with
such obligations, this Unlimited Guaranty (this “Guaranty”) and the enforcement thereof, and also
guarantees the due performance by the Borrower of all its obligations under all other present and
future contracts and agreements -with the Bank. . This is a guaranty of payment and not collection.
Guarantor also agrees: .
(1) to indemnify and hold the Bank ‘and its directors, officers, employees, agents and
attorneys harmless from and agairist all claims, obligations, demands and liabilities, by
whomsoever asserted, and against all losses in any way suffered, incurred or paid asa
result of or in any way arising out of or following or consequential to transactions with
the Borrower, except for any claim arisin ig out of the’ gross negligence or willful
misconduct of the Bank;
(2) that this Guaranty shall not be impaired by any modification, supplement, extension,
renewal or amendment of any contract or agreement to which the parties thereto may
hereafter agree, nor by any modification, increase, release or other alteration of any of
the obligations hereby guaranteed or of any security therefor, nor by any agreements or
arrangements whatsoever with the Borrower or anyone else, all of which may be done
without notice to or consent by the Guarantor;
(3) that the liability of the Guarantor hereunder is direct and unconditional and due
immediately upon default of the Borrower without demand or notice and without
requiring the Bank first to resort ‘to any other right, remedy or security;
(4) that Guarantor shall have .no ‘right of subrogation, reimbursement or indemnity
whatsoever -until the Bank is indefeasibly paid in full 1, nor . ant ry right of recourse to
security for the debts and obligations of the Borrower to the Bank i
(5) that the liability of the Guarantor is unlimited and shall be joint and several with the
liabilities of any other guarantors;
(6) that if the Borrower or the Guarantor or any other guarantor should at any time become
insolvent or make a general assignment, or if a petition in bankruptcy or any insolvency
or reorganization proceedings shall be fited or commenced by, against or in respect of
the Borrower or the Guarantor, or any other guarantor of the obligations guaranteed
hereby, any and all obligations ‘of the Guarantor shall be immediately due and payable
without notice;
(7) that the Bank’s books and records showing the account between the Bank and the
Borrower shall be admissible in any action or proceeding, shall be binding upon the
Guarantor for the purpose of establishing the items therein set forth and shall constitute
conclusive proof thereof;
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(8) that this Guaranty is, as to the Guarantor, a continuing Guaranty that shall remain
effective under successive transactions until ex, pressly terminated as hereinafter
provided;
(9) that this Guaranty may be terminated as to the Guarantor only by giving the Bank Sixty
(60) days’ prior written notice by. registered or certified “mail, and thereupon this
Guaranty shall terminate with respect to Guarantor only at the expiration of said Sixty
(60) day period, which shall then be the effective date of termination, and that such
termination shall be applicable only to transactions having their inception after the
effective date of termination and shall not affect tights and obligations arising out of
transactions or indebtedness or extensions or renewals thereof having their inception
prior to such date, including renewals, extensions, modifications and refinancings -of
such prior transactions, and also extensions of credit made pursuant toa commitment
previously made by the Bank; 2
(10) that the death of Guarantor shall not effect the termination of this Guaranty as 0
Guarantor providing, that in any event within Sixty (60) days after the death of the
Guarantor, Borrower or any surviving guarantor shall provide to the Bank evidence that
the estate of the Guarantor confirms its obligations to the Bank under this Guaranty;
(11) that termination, release or limitation of any guaranty of the obligations guaranteed
hereby by'any . other guarantor shail, not affect the continuing liability hereunder of the
Guarantor;
(12) that nothing shall discharge or satisfy the liability of the Guarantor hereunder except the
full indéfeasible payment and performance of all of the Borrower's debts and obligations
to the Bank with interest and costs of collection;
(13) that this Guaranty shall not be affected by the illegality, invalidity or unenforceability of
the obligations guaranteed, by any fraudulent, illegal or improper act by the Borrower,
the legal incapacity or any other'defense of the Borrower, the Guarantor or any other
person obligated to the Bank consequential to transactions with the Borrower nor by the
invalidation, by operation of law or otherwise, of all or any part of the obligations
guaranteed hereby, including but not limited to any interest accruable on the obligations
guaranteed hereby during the pendency of any bankru ptcy or receivership proceeding
of the Borrower;
(14) that any and all present and future debts and obligations of the Borrower to Guarantor
are hereby waived and postponed in favor of and subordinated to the full indefeasible
payment arid performance of alt present and future debts and obligations of the
Borrower to the Bank;
(15) the Guarantor hereby grants to the Bank a continuing lien ‘ana security interest in all
deposits or other sums at any time credited by or due from the-Bank to the Guarantor
and any property of the Guarantor at any time in the possession of the Bank whether for
safekeeping or otherwise, or in transit to or from the Bank (regardless of the reason the
Bank had received the same or whether the Bank has conditionally released the same)
as security for the full and punctual payment and performance of all of the obligations
guaranteed hereby, and such deposits and other sums may be applied or set off
against such obligations at any time, whether or not such are then due, whether or not
demand has been made and whether or not other collateral is then available to the
Bank;
(18) that if.at any time payment of all or any part of the obligations guaranteed hereunder is
rescinded: or otherwise must be restored by the Bank to the Borrower or to the creditors
of the Borrower or any representative of the Borrower or representative of the
Borrower's creditors as a voidable preference or fraudulent transfer or conveyance
upon the insolvency, bankruptcy or reorganization of the Borrower or the Guarantor, or
fo the creditors of the Guarantor or any representative of the Guarantor or
representative of the creditors of Guarantor upon the insolvency, bankruptcy or
AL
reorganization of the Guarantor or otherwise, this Guaranty shall continue to be
effective or be reinstated, as the case may be, as though such payments had not been
made, and shall survive as an obligation of the Guarantor, and shall not be discharged
or satisfied by said payment or payments, notwithstanding the return of the original of
this Guaranty to the Guarantor or to the Borrower, or any other apparent termination of
Guarantor's obligations hereunder;
(17) that any rights and remedies available to the Bank under this Guaranty are cumulative,
and not exclusive of any rights and remedies otherwise available to the Bank at law or
in equity;
(18) that the Bank's delay or omission in exercising any of the Bank's rights and remedies
shall not constitute a waiver of these rights and remedies, nor shall the Bank's waiver of
any right or remedy operate as a waiver of any other right or remedy available to the
Bank. The Bank's waiver of any right or remedy on any one occasion shall not be
considered a waiver of same on any subsequent occasion, nor shall this be considered
to be a continuing waiver;
(19) that this Guaranty incorporates all discussions and negotiations between the Bank and
the Guarantor concerning the guaranty and indemnification provided by the
undersigned hereby, and that no such discussions or negotiations. shall limit, modify, or
otherwise affect the provisions hereof, there are no preconditions to the effectiveness of
this Guaranty and that no provision hereof may be altered, amended, waived, canceled
or modified, except by a written instrument execu ted, sealed and acknowledged by the
Bank's duly authorized officer; :
(20) that this Guaranty and all documents which have been or may be hereinafter furnished
by the Guarantor to the Bank may’be reproduced by the Bank by any photographic,
photostatic, microfilm, xerographic or similar process, and that any such reproduction
shall be admissible in evidence as the original itself in any judicial or administrative
proceeding (whether or not the original.is in existence and whether or not such
reproduction was made in the regular course of business); and ' .
(21) that -the Guarantor shall deliver to the Bank simultaneously herewith and within 120
days after the end of the prior calendar year in any year and upon request therefor,
personal financial statements addressed to the Bank in form satisfactory to the Bank,
and the Guarantor represents and warrants the accuracy of any information contained
therein and hereby agrees not to encumber or transfer any assets: listed on any
financial statements without the Bank's prior consent and ‘that'so long as this Guaranty
remains in effect, Guarantor shall provide the Bank with copies of Guarantor's filed
Federal and state tax returns for the prior year within 30 days after the date that
Guarantor's: tax returns are required to be filed each Such year or such other date
approved: by the Bank.
Guarantor waives: notice of acceptance hereof, presentment and protest of any
instrument and notice thereof, notice of default and all other notices to which the Guarantor might
otherwise be entitled; and any and all defenses, including without limitation, any and all defenses
which the Borrower or any other party may have to the fullest extent permitted by law, any
defense to this Guaranty based on impairment of collateral or on suretyship defenses.of every
type; any right to exoneration or marshaling. To the maximum extent permitted by faw, Guarantor
waives and terminates any homestead rights and/or exemptions réspecting any premises under
the provisions of any applicable homestead law, including without limitation, Chapter 188, Section
1, of the General Laws of Massachusetts. To the extent that it lawfully may, Guarantor hereby
further agrees not to invoke any law relating to the marshaling of collateral which might cause
delay in or impede the enforcement of the Bank's rights under this Guaranty or otherwise
respecting the guaranteed obligations, and to the extent that it lawfully may do so, the Guarantor
hereby irrevocably waives the benefits of all such laws. Except as otherwise provided by
applicable law, the Bank shall have no duty as to the collection or protection of any collateral, if
any, securing the guaranteed obligations beyond the safe custody thereof.
3
HL
Guarantor ‘will from time to time execute and deliver to the Bank, and take or cause to be
taken, all such other further action as the Bank may request in order to effect and confirm or vest
more securely in the Bank all the rights contemplated in this Guaranty (including, without
limitation, to correct clerical errors) or res;* acting any of the obligations guaranteed hereby or to
comply with applicable statute or law.
This Guaranty, all acts and transactions hereunder, and the tights and obligations of the
parties hereto shall be governed, construed and interpreted according to the laws of the
Commonwealth of Massachusetts, shall be binding upon the heirs, executors, administrators,
successors and assighs of the Guarantor and shall inure to the benefit of the Bank's successors
and assigns.
If any provision of this Guaranty is found to be invalid, illegal or unenforceable, the
validity of the remainder of the Guaranty shall not be affected. .
Guarantor irrevocably submits to the nonexclusive jurisdiction of any Federal or state
court sitting in Massachusetts, over any suit, action or proceeding arising out of or relating to this
Guaranty. Guarantor: irrevocably waives, to the fullest extent it may effectively do so under
applicable law, any: objection it may now or hereafter have to the laying of the venue of any such
suit, action or proceeding brought in any such court and any claim that the same has been
brought in an inconvenient forum. Guarantor hereby consents to any and all process which may
be:served in any such suit, action or proceeding, (i)by mailing a copy thereof by registered and
Certified mail, postage prepaid, return receipt tequested, to the Guarantor's address shown below
or-as notified to the Bank and (ii) by serving the same upon the Guarantor ini any other manner
otherwise permitted by law, and agrees that such service shall in every respect be deemed
effective service upon the Guarantor.
GUARANTOR AND BANK EACH HEREBY KNOWINGLY,” VOLUNTARILY AND
INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT. WITH LEGAL COUNSEL,
(A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
IN CONNECTION WITH THIS GUARANTY, THE OBLIGATIONS GUARANTEED HEREBY,
“ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN
CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH
ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN NOT BE, OR HAS NOT
BEEN WAIVED. GUARANTOR CERTIFIES THAT NEITHER THE BANK NOR ANY OF ITS
REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING
SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.
Executed as ‘an instrument under seat and dated December 28,2016.
i
Witnes: Guarantor:
A
Co MHepre foD
Maxo Couis, Individually
Address: 133 Pearl St,, Apt. 2
Somerville, MA 02145
~ EXHIBIT « C
SECURITY AGREEMENT
(Cambridge Hackney License(s))
This SECURITY AGREEMENT entered into at Boston, Massachusetts, as of December 28,
2016, between Garmax Taxi, Inc., a Massachusetts corporation, with its chief executive office
located at 133 Pearl St., Apt. 2, Somerville, MA 02145 (the "Borrower") and Commerce Bank &
Trust Company, a Massachusetts Commercial Bank, with an address of 61 Brookline Avenue,
°
Boston, Massachusetts 02215 (the "Bank’).
FOR VALUE RECEIVED, and in consideration of the granting by the Bank of financial
accommodations to or for the benefit of the Borrower, including without limitation respecting the
Obligations (as hereinafter defined), the Borrower represents and agrees with the Bank, as of the
date hereof and as of the date of each loan, credit and/or other financial accommodation, as
follows:
1. GRANT OF SECURITY INTEREST
41 Grant of Security Interest. In consideration of the Bank's extending credit and other
financial accommodations to or for the:benéfit of the Borrower, the Borrower hereby grants to the
Bank a security interest in, a lien on and pledge and assignment of the Collateral (as hereinafter
defined), The security interest granted’ by this Agreement is given to and shall be’ held by the
Bank as security for the payment and performance of all Obligations (as hereinafter defined),
including without limitation, all amounts due and owing to the Bank and all obligations réspecting
that certain Three Year Term Note, dated December 28, 2016, by Garmax Taxi, Inc. in favor of
the Bank in the original principal amount of $350,000.00 (the "Note"; and collectively, along with
all other agreements, documents, certificates and instruments delivered in connection therewith,
the “Loan Documents"), and any substitutions, modifications, extensions or amendments to any
of the Loan Documents.
12 Definitions. The following definitions shall apply:
fa) "Code" shall mean the Massachusetts Uniform Commercial Code, General Laws,
Chapter 106 as amended from time to time.
(b) "Collateral" shall mean all of the Borrower's present and future right, title and interest
in and to any and all of the following property, whether such property be now existing
or hereafter created, arising or acquired, and wherever located from time to t
Preview
—_—— COMMONWEALTH OF MASSACHUSETTS MIDDLESEX, SS. SUPERIOR COURT ROR RR RRR RR ORR ROR OR RR Rk ok CIVIL ACTION NO. » Vo~ 745 BERKSHIRE BANK, Plaintiff VS. GARMAX TAXI, INC. and VERIFIED COMPLAINT MAXO LOUIS IN THE OFFICE OF THE Defendants FOR THE COUNTYCcOF MIDDLESEX NOV 14 2999 Se RoR RoR RoR ok i ok oe ok RRR ok Ok RRR PEDO a‘2 Cay CLE AK THE PARTIES The Plaintiff, Berkshire Bank, successor by merger of Commerce Bank & Trust Company (hereinafter “Plaintiff’), is-a bank. witha usual place of business at 61 Brookline Avenue, Boston, MA 02215. The Defendant, GARMAX TAXI, INC. (hereinafter “Borrower”) is a corporation with a principal place of business at 133 Pearl Street, Apt. 2, Somerville, MA 02145. The Defendant, MAXO LOUIS (hereinafter “Guarantor”) is an individual with a last and usual place of abode of 2 133 Pearl Street, Apt. 2, Somerville, MA 02145. Guarantor is President, sole officer and registered agent of the Borrower. CAUSES OF ACTION COUNT I (vs. GARMAX TAXI, INC. for Breach of Contract- Promissory Note) The Plaintiff re-avers, re-alleges and incorporates by reference paragraphs | through 3 dO 38 above. On or about December 28, 2016, Borrower executed and delivered to Commerce Bank & Trust Company (“Commerce”) a Promissory Note in the principal amount of $350,000.00 (hereinafter the “Note”). A copy of the Note is attached hereto as Exhibit «Ar. On or about October 13, 2017, Commerce merged with Plaintiff Berkshire Bank. Plaintiff Berkshire Bank is now the holder of the Note. Borrower defaulted according to the terms of the Note by, among other things, its failure to make payment as and when due thereunder, or otherwise by the occurrence of a change in the condition or the affairs (financial or otherwise) of the Borrower or Guarantor, or the occurrence of any other event or circumstance, such that the Plaintiff, in its sole discretion, deems that it is insecure. As a result of its default, Borrower is liable to the Plaintiff in the sum of $379,892.61, comprised of $350,000.00 in principal, $28,595.48 in accrued interest as of September 11, 2020, and $1,297.13 in late charges, plus accruing interest, late charges, costs and reasonable attorney’s fees. COUNT II {vs. MAXO LOUIS for Breach of Contract- Personal Guaranty) 10 The Plaintiff re-avers, re-alleges and incorporates by reference paragraphs | through 9 above. 11 On or about December 28, 2016, the Guarantor executed and delivered to Commerce a Commercial Guaranty (hereinafter the “Guaranty”). A copy of the Guaranty is attached hereto as Exhibit “B”. 12 Pursuant to the Guaranty, Guarantor personally, absolutely and unconditionally guaranteed the full and punctual payment to the Plaintiff of all sums due and owing Plaintiff from Borrower pursuant to the Note. 13. In accordance with the Guaranty, Guarantor has failed to satisfy the obligations of Borrower pursuant to the Note, and therefore, is liable to the Plaintiff in the sum of $379,892.61, comprised of $350,000.00 in principal, $28,595.48 in accrued interest as of September 11, 2020, and $1,297.13 in late charges, plus accruing interest, late charges, costs and reasonable attorney’s fees. COUNT III (For Injunctive Relief) 14 The Plaintiff re-avers, re-alleges and incorporates herein by reference the allegations contained in paragraphs | through 13 above. 15. On or about December 28, 2016, Borrower executed and delivered to Commerce a Security Agreement. A copy of the Security Agreement is attached hereto as Exhibit “C” 16 Pursuant to the Security Agreement, Borrower granted Plaintiff a security interest in Borrower’s hackney carriage license issued by the Licensing Commission of the City of Cambridge, Massachusetts, presently represented or evidenced by taxi medallion in the name of the above referenced Borrower numbered 202 for the year 2016 (hereinafter, “Medallion” or “Collateral”). 17 Plaintiff perfected its security interest in its Collateral by filing a UCC-1 Financing Statement with the Commonwealth of Massachusetts Secretary of State. A copy of the OC UCC-1 Financing Statement along with all continuations, amendments and assignments, is attached hereto as Exhibit “D”. 18. Pursuant to the Security Agreement, Plaintiff may take possession and/or sell or otherwise dispose of its Collateral in the event of a default of the Borrower under the Note. 19. Borrower breached the terms of the Security Agreement by, among other things, its default under the Note. 20. The Borrower continues to operate with the Medallion, the Plaintiff's collateral. 21 The Plaintiff has a reasonable likelihood of success on the merits of this action, as the Defendants have not and cannot raise any legitimate defenses to the Plaintiff's claim. 22. The Plaintiff believes and avers that any harm that may be suffered by the Defendants will be nominal and is outweighed by the harm likely to befall the Plaintiff in the absence of injunctive relief. PRAYERS FOR RELIEF WHEREFORE, the Plaintiff, Berkshire Bank, respectfully requests that this Court enter the following relief: 1 That the Defendant, GARMAX TAXI, INC. and its officers, directors, shareholders, members, managers, agents, servants, employees, and those acting in concert with them, be restrained and enjoined from using, concealing, hypothecating or transferring in any way its hackney carriage license issued by the Licensing Commission of the City of Cambridge, Massachusetts, evidenced by a medallion in the name of the Defendant GARMAX TAXI, INC. numbered 202 for the year 2016, and all renewals thereof (the “Medallion”; a That the Defendant, GARMAX TAXI, INC., and its officers, directors, shareholders, members, managers, agents, servants, employees, and those acting in concert with them, be ordered to refrain from interfering with the Plaintiff's right to repossess and liquidate the Medallion; That the Defendant GARMAX TAXI, INC. and its officers, directors, shareholders, members, managers, agents, servants, employees, and those acting in concert with them, be ordered to deliver the Medallion to Licensing Commission of the City of Cambridge, Massachusetts, or otherwise make the Medallion available to the Plaintiff; That this Honorable Court issue preliminary injunction under prayers 1, 2 and 3 above: That this Honorable Court enter a Judgment for money damages in favor of the Plaintiff against the Defendants, GARMAX TAXI, INC. and MAXO LOUIS, jointly and severally, pursuant to Counts 1 and II of the Complaint in the sum of $379,892.61, plus interest, costs and attorney's fees; and That this Honorable Court enter such other relief deemed just and equitable. PLAINTIFF BERKSHIRE BANK By its attorneys, Cohn & Dussi, LLC, bee: _L | Daniel AW J yéeraran Z an, Esquite. QBO#56003 BO#56003: 9 68 nAAve, Suite sn Boston, MA 02111 (781) 494-0200 VERIFICATION I, Masen Sosedna Vice President of Berkshire Bank, successor by merger of Commerce Bank & Trust Company, hereby verify that I have reviewed the Verified Complaint and the facts contained therein are true and accurate except those that are based upon information and belief, and as to those, I believe them to be true. Signed this o> day of Ocketeer —_, 2020, under the PAINS AND PENALTIES OF PERJURY. COMMONWEALTH OF MASSACHUSETTS Sut ei, County deter S920 ‘Then personally appeared the above named | V en S25 ah , and acknowledged the foregoing to be her/his free act and deed before me. KENNIEL VELEZ Y Notary Pubic Commonwealth of Massachusetts Notary Public My Commision Expres January 22 202t My Commission Expires: }- 27 - Cot | 939257 -EXHI IT 3 THREE YEAR TERM NOTE For value received, the undersigned Garmax Taxi, Inc., a Massachusetts corporat ion (the “Borrower"), promises to pay to Commerce Bank & Trust Compat iny (together with its successors and assigns, thé’ "Lender"), or order, in lawful money of the United States of America, the principal amount of Three Hundred Fifty Thousand & 00/100 Dollars ($350,000.00), an or before January 20, 2020 (the “Maturity Date"), as set forth below, together with interest from the date hereof on the unpaid principal balance from time to time outstanding until paid in full. The Borrower shall pay this loan in 35 consecutive regular monthly installments of INTEREST ONLY. Borrower's first payment Is due February 20, 2017 (the Borrower Is being credited for 24 days of interest for the period of December 28, 2016, to January 20, 2017), and all subsequent payments are due on the same day of each month thereafter. Borrower's final Payment will be due on January 20, 2020, and will be for all princlpai and all accrued Interest not yet paid. Borrower will pay Lender at Lender's address of 386 Main Street, PO Box 15020, Worcester, MA 01615-0020 or at such other place as Lender may designate in writing. Should any of the dates on which payments are required hereunder fall on a Saturday, Sunday or a legal holiday, then such payment shall be due on the immediately following business day. The aggregate principal balance outstanding shall bear interest thereon at a fixed rate equal to Three and One Quarter Percent (3.25%) per annum with no amortization of Principal. Unless otherwise agreed or required by applicable law, payments will be applled first to any accrued unpaid Interest; then to principal; then to any late charges; and then to any unpaid collection costs. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the Interest rate over a year of 360 days, multiplied by the outstanding princlpal balance, multiplied by the actual number of days the principal bal: lance is outstanding. All interest payable“under this Note is computed using this method. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. The Borrower may Prepay this loan in whole ar in part priorto maturity. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrawer agrees not to send Lender payments marked “paid in full", “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without fosing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications conceming disputed amounts, including any check or other payment Instrument that indicates that the payment’ constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Commerce Sank & Trust Company, 386 Main Street, PO Box 15020 Worcester, MA 01615-0020. If a payment is’ 10 days or more late Borrower will be chai ged 5.000% of the unpald portion of the regularly scheduled payment. Upon default, including failure to pay upon final maturity, the interest rate on this ‘Note shall be increased by adding an additional 5.000 percentage point margin (“Default Rate Margin”). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. At the option of the Lender, this Note shall become immediately due and payable without notice or demand upon the occurrence at any time of any of the following: events of default (each, an "Event of Default"): (1) defautt of any liability, obligation, covenant or undertaking of the Borrower, any endorser or any guarantor hereof to the Lender, hereunder or otherwise, including, without limitation, failure'to pay in full and when due any installment of principal or interest or default of the Borrower, any endorser or any guarantor hereof under any other loan document delivered by the Borrower, any endorser or any guarantor, or in connection with the loan evidenced by this Note or any other agreement by the Borrower, any endorser or any guarantor with the Lender; (2) failure of the Borrower, any endorser or any guarantor hereof to Maintain aggregate collateral security value satisfactory to the Lender; (3) default of any material liability, obligation or undertaking of the Borrower, any endorseror any guarantor hereof to any other party; (4) if any statement, representation or warranty heretofore, now or hereafter made by the Borrower, any endorser or any guarantor hereof in connection with the loan evidenced by this Note or in any supporting financial statement of the Borrower, any endorser or any guarantor hereof shall be determined by the Lenderto have Hb hao . been false or misleading in any material respect when made; (5) if the Borrower, any endorser or any guarantor hereof is 4 corporation, trust, partnership or limited liability company, the liquidation, termination or dissolution of any such organization, or the merger or consolidation of-such organization into another entity, or its ceasing to carry on actively its present business or the appointment of a receiver for its property; (6) the death of the Borrower, any endorser or any guarantor hereof aid, if the Borrower, any endorser or any guarantor hereof is a partnership or limited liability company, the death of any partner or member; (7) the institution by or against the Borrower, any endorser or any guarantor hereof of any proceedings under the Bankruptcy Code 11 USC §107 ef seq. or any other law in which the Borrower, any endorser or any guarantor hereof is alleged to be insoivent or unable to pay its debts as they mature, or the making by the Borrower, any endorser or any guarantor hereof of an assignment for the benefit of creditors or the granting by the Borrower, any endorser or any guarantor hereof of a trust mortgage for the benefit of creditors; (8) the service upon the Lender of a writ in which the Lender is named as trustee of the Borrower, any endorser or any guarantor hereof; (9) a judgment or judgments for the payment of money shall be rendered against the Borrower, any endorser or any guarantor hereof, and any such judgment shall remain unsatisfied and in effect for any period of thirty (30) consecutive days without a stay of execution; (10) any levy, lien (including mechanics lien) except as permitted under any of the other loan documents between the Lender and the Borrower, seizure, attachment, execution or similar process shall be issued or levied on any of the property of the Borrower, any endorser or any guarantor hereof; (11) the termination or revocation of any guaranty hereof; or (12) the occurrence of such a change in the condition or affairs (financial or otherwise) of the Borrower, any endorser or any guarantor hereof, or the occurrence of any other event or circumstance, such that the Lender, in its sole discretion, deems that it is insecure or that the prospects for timely or full payment or performance of any obligation of the Borrower, any endorser or any guarantor hereof to the Lender has been or maybe impaired. Any payments received after thé occurrence and during the continuance of an Event of Default shall be applied in such manner as the Lender may determine.’ The Borrower hereby authorizes the Lender to charge any deposit account which the Borrower may maintain with the Lender for any payment required hereunder without prior notice to the Borrower, If pursuant to the terms of this Note, the Borrower is at’ any time obligated to pay interest on the principal balance at a rate in excess of the maximum interest rate permitted by applicable law for the loan evidenced by this Note, the applicable interest rate shall be immediately reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. The Borrower represents to the Lender that the proceeds ‘of this Note will not be used for Personal, family or household purposes or for the purpose of purchasing or carrying margin stock or margin securities within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224. ‘The Borrower and each endorser anid guarantor hereof grant to the Lender a continuing lien on.and security interest in any and all deposits or other sums at any time credited by or due from the Lender fo the Borrower and/or each.endorser or guarantor hereof and any cash, securities, instruments or other property of the Borrower and each endorser and guarantor hereof in the possession of the Lender, whether for safekeeping or otherwise, or in transit to or from the Lender (regardless of the reason the Lender had received the same or whether the Lender has conditionally released the same). as security for the full and punctual payment and performance of all of the liabilities and obligations of the Borrower and/or any endorser or guarantor hereof to-the Lender and such deposits and other sums may be applied or set off against such liabilities and obligations of the Borrower or any endorser or guarantor ‘hereof to the Lender at any time, whether or not such are then due, whether or not demand has been made and whetheror not other collateral is then available to.the Lender. No delay or omission on the part of the Lender in exercising any right hereunder shall operate as a waiver of such.right or of any other right of the Lender, nor shall any delay, omission or waiver on any one occasion be deémed a bar to or waiver of the same or any other right on any future occasion. The Borrower and every endorser or guarantor of this Note, regardless of the time, order or place of. signing, waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration and all other notices of every kind in connection with the delivery, acceptance, performance or enforcement of this Note and assents to any ‘extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable and waives all recourse to suretyship and guarantor defenses generally, including any defense based on Impairment of collateral. To the maximum extent permitted by law, the Borrower and each endorser and guarantor of this Note waive and terminate any homestead rights and/or exemptions respecting any premises under the provisions of any applicable homestead laws, including ML without limitation, Chapter 188, Section 1, of the General! Laws of Massachusetts. The Borrower and each endorser and guarantor of this Note shall indemnify, defend and hold the Lender and its directors, officers, employees, agents and attomeys (each an "Indemnitee”) harmless against any claim brought or threatened against any Indemnitee by the Borrower, by any endorser or guarantor, or by any other person (as well as from attomeys’ reasonable fees and expenses in connection therewith) on account of the Lender's relationship with the Borrower or any endorser or guarantor hereof (each of which may be defended, compromised, settled or pursued by the Lender with counsel of the Lender's selection, but at the expense of the Borrower and any endorser and/or guarantor), except for any claim arising out of the gross negligence or willful misconduct of the Lender. The Borrower and each endorser and guarantor of this Note agree to pay, upon demand, costs of collection of all amounts under this Note including, without fimitation, principal and interest, or in connection with the enforcement of, or realization on, ai ny security for this Note, including, without limitation, to the extent permitted by applicable law, reasonable attomeys’ fees and expanses. This Note shall be binding upon the Borrower and each endorser and guarantor hereof and upon their respective heirs, successors, assigns and legal representatives, and shall inure to the benefit of the Lender and its successors, endorsees and assigns. The liabilities of the Borrower and any endorser or guarantor of this Note are Joint and several; provided, however, the release by the Lender of the Borrower or any one or more endorsers or. guarantors shall not release any other person obligated on account of this Note.’ Any and all present and future debts of the Borrower to any endorser or guarantor of this Note are subordinated to the full payment and performance of all present and future debts and obligations of the Borrower to the Lender, Each reference in this Note to the Borrower, any endorser, and any guarantor, is to such person individually and also fo all such persons jointly. No person obligated on account of this Note may seek contribution from any other person also obligated, unless and until all liabilities, obligations and. indebtedness to the Lender of the Person from whom contribution is sought have been irrevocably satisfied in full. The release or com promise by the Lender of any collateral shall not release any person obligated on account of this Note. The Borrower and each endorser and guarantor hereof each authorizes the Lender to complete this Note if delivered incomplete in any respect. A photographic or other reproduction of this Note may be made by the Lender, and any such reproduction shall be admissible in evidence with the same effect as the original itselfin any judicial or administrative proceeding, whether or not the original is in existence. This Note is delivered to the Lender at one of its offices in Massachusetts, shall take effect as a ‘sealed instrument and shall be governed by the laws of the Commonwealth of Massachusetts. Any notices under or pursuantto this Note shall be deemed duly received and effective if delivered in hand to any officer of agent of the Borrower or Lender, or if mailed by registered or certified mail, return receipt requested, addressed to the Borrower or Lender at the address set forth in this Note or as an y Party may from time to time designate by written notice to the other party. . ‘The Borrower and each endorser and guarantor of this-Note each irrevocably submits to ‘the fienexclusive jurisdiction of any Federal or state court sitting in Massachusetts, over any suit, action or Proceeding arising out of or relating to this Note. Each of the Borrower and each endorser and guarantor irrevocably waives, to the fullest extent it may effectively do so under applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or Proceeding brought in any such: court and any claim that the same has been brought in an inconvenient forum. Each of the Borrower and each endorser and guarantor hereby consents to any and all process which may be served in any such sult, action or proceeding, (i) by mailing a copy thareof by registered and certified mail, postage prepaid, retum receipt requested, to the Borrower's, endorser’s or guarantors address shown below or as notified-to the Lender and (ii) by serving the same upon the Borrower(s), endorser{s) or guarantor(s) in any other manner otherwise permitted by law, and agrees that such service shall in eves ry respect be deemed effective service upon the Borrower or such endorser or guarantor. THE BORROWER, EACH ENDORSER AND GUARANTOR AND THE LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS NOTE, ANY OF THE OBLIGATIONS OF THE BORROWER, EACH ENDORSER AND GUARANTOR TO THE LENDER, AND ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND {B) AGREES NOT TO SEEK JIL To CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN NOT BE, OR HAS NOT BEEN, WAIVED. THE BORROWER, EACH ENDORSER AND GUARANTOR AND THE LENDER EACH CERTIFIES THAT NEITHER THE LENDER NOR ANY OF ITS REPRESENTATIVES, AGENTS OR C COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WOU! ILD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY. IN THE EVENT OF DEFAULT AND THE COMMENCEMENT OF A SECURED PARTY SALE, THE CITY OF CAMBRIDGE TAXI CAB MEDALLION SHALL BE DISPOSED OF BY SALE APPROVED “BY THE CITY OF CAMBRIDGE LICENSING GOMMISSION THAT PROVIDES FOR ITS FAIR MARKET VALUE OR BY SALE AT PUBLIC AUCTION, ADVERTISED IN-A CAMBRIDGE NEWSPAPER AT LEAST SEVEN {7) CALENDAR DAYS PRIOR TO THE AUCTION SALE”; ALL IN ACCORDANCE WITH TI HE APPLICABLE CITY OF CAMBRIDGE ORDINANCE, AS AMENDED. © Executed as an instrument under seal as of December 28, 2016. Witness: Borrower: (ar Garmax Taxi, Inc. By: AA MO Maxo Louis, President and Treasurer EXHIBIT « B . ” UNLIMITED GUARANTY TO: Commerce Bank & Trust Company, a Massachusetts Commercial Bank (the "Bank") RE: Garmax Taxi, Inc., a Massachusetts corporation (the "Borrower") To induce the Bank to make or continue to make loans, advances, or grant other financial accommodations to the Borrower, in consideration thereof and for loans, advances or financial accommodations heretofore or hereafter granted by the Bank to or for the account of the Borrower, the undersigned Maxo Louis (the "Guarantor") absolutely and unconditionally guarantees the full and punctual payment to the Bank of all sums which ma y be presently due and owing and of all sums which shall in the future become due and ‘owing to the Bank from the Borrower, whether direct or indirect, whether as a borrower, guarantor, surety or otherwise, including, without limitation, interest, attorneys’ fees and ather amounts accruing after the filing of a petition in bankruptcy by or against Borrower, notwithstanding the discharge of Borrower from such obligations, together with all costs and expenses incurred by the Bank in connection with such obligations, this Unlimited Guaranty (this “Guaranty”) and the enforcement thereof, and also guarantees the due performance by the Borrower of all its obligations under all other present and future contracts and agreements -with the Bank. . This is a guaranty of payment and not collection. Guarantor also agrees: . (1) to indemnify and hold the Bank ‘and its directors, officers, employees, agents and attorneys harmless from and agairist all claims, obligations, demands and liabilities, by whomsoever asserted, and against all losses in any way suffered, incurred or paid asa result of or in any way arising out of or following or consequential to transactions with the Borrower, except for any claim arisin ig out of the’ gross negligence or willful misconduct of the Bank; (2) that this Guaranty shall not be impaired by any modification, supplement, extension, renewal or amendment of any contract or agreement to which the parties thereto may hereafter agree, nor by any modification, increase, release or other alteration of any of the obligations hereby guaranteed or of any security therefor, nor by any agreements or arrangements whatsoever with the Borrower or anyone else, all of which may be done without notice to or consent by the Guarantor; (3) that the liability of the Guarantor hereunder is direct and unconditional and due immediately upon default of the Borrower without demand or notice and without requiring the Bank first to resort ‘to any other right, remedy or security; (4) that Guarantor shall have .no ‘right of subrogation, reimbursement or indemnity whatsoever -until the Bank is indefeasibly paid in full 1, nor . ant ry right of recourse to security for the debts and obligations of the Borrower to the Bank i (5) that the liability of the Guarantor is unlimited and shall be joint and several with the liabilities of any other guarantors; (6) that if the Borrower or the Guarantor or any other guarantor should at any time become insolvent or make a general assignment, or if a petition in bankruptcy or any insolvency or reorganization proceedings shall be fited or commenced by, against or in respect of the Borrower or the Guarantor, or any other guarantor of the obligations guaranteed hereby, any and all obligations ‘of the Guarantor shall be immediately due and payable without notice; (7) that the Bank’s books and records showing the account between the Bank and the Borrower shall be admissible in any action or proceeding, shall be binding upon the Guarantor for the purpose of establishing the items therein set forth and shall constitute conclusive proof thereof; HE ea (8) that this Guaranty is, as to the Guarantor, a continuing Guaranty that shall remain effective under successive transactions until ex, pressly terminated as hereinafter provided; (9) that this Guaranty may be terminated as to the Guarantor only by giving the Bank Sixty (60) days’ prior written notice by. registered or certified “mail, and thereupon this Guaranty shall terminate with respect to Guarantor only at the expiration of said Sixty (60) day period, which shall then be the effective date of termination, and that such termination shall be applicable only to transactions having their inception after the effective date of termination and shall not affect tights and obligations arising out of transactions or indebtedness or extensions or renewals thereof having their inception prior to such date, including renewals, extensions, modifications and refinancings -of such prior transactions, and also extensions of credit made pursuant toa commitment previously made by the Bank; 2 (10) that the death of Guarantor shall not effect the termination of this Guaranty as 0 Guarantor providing, that in any event within Sixty (60) days after the death of the Guarantor, Borrower or any surviving guarantor shall provide to the Bank evidence that the estate of the Guarantor confirms its obligations to the Bank under this Guaranty; (11) that termination, release or limitation of any guaranty of the obligations guaranteed hereby by'any . other guarantor shail, not affect the continuing liability hereunder of the Guarantor; (12) that nothing shall discharge or satisfy the liability of the Guarantor hereunder except the full indéfeasible payment and performance of all of the Borrower's debts and obligations to the Bank with interest and costs of collection; (13) that this Guaranty shall not be affected by the illegality, invalidity or unenforceability of the obligations guaranteed, by any fraudulent, illegal or improper act by the Borrower, the legal incapacity or any other'defense of the Borrower, the Guarantor or any other person obligated to the Bank consequential to transactions with the Borrower nor by the invalidation, by operation of law or otherwise, of all or any part of the obligations guaranteed hereby, including but not limited to any interest accruable on the obligations guaranteed hereby during the pendency of any bankru ptcy or receivership proceeding of the Borrower; (14) that any and all present and future debts and obligations of the Borrower to Guarantor are hereby waived and postponed in favor of and subordinated to the full indefeasible payment arid performance of alt present and future debts and obligations of the Borrower to the Bank; (15) the Guarantor hereby grants to the Bank a continuing lien ‘ana security interest in all deposits or other sums at any time credited by or due from the-Bank to the Guarantor and any property of the Guarantor at any time in the possession of the Bank whether for safekeeping or otherwise, or in transit to or from the Bank (regardless of the reason the Bank had received the same or whether the Bank has conditionally released the same) as security for the full and punctual payment and performance of all of the obligations guaranteed hereby, and such deposits and other sums may be applied or set off against such obligations at any time, whether or not such are then due, whether or not demand has been made and whether or not other collateral is then available to the Bank; (18) that if.at any time payment of all or any part of the obligations guaranteed hereunder is rescinded: or otherwise must be restored by the Bank to the Borrower or to the creditors of the Borrower or any representative of the Borrower or representative of the Borrower's creditors as a voidable preference or fraudulent transfer or conveyance upon the insolvency, bankruptcy or reorganization of the Borrower or the Guarantor, or fo the creditors of the Guarantor or any representative of the Guarantor or representative of the creditors of Guarantor upon the insolvency, bankruptcy or AL reorganization of the Guarantor or otherwise, this Guaranty shall continue to be effective or be reinstated, as the case may be, as though such payments had not been made, and shall survive as an obligation of the Guarantor, and shall not be discharged or satisfied by said payment or payments, notwithstanding the return of the original of this Guaranty to the Guarantor or to the Borrower, or any other apparent termination of Guarantor's obligations hereunder; (17) that any rights and remedies available to the Bank under this Guaranty are cumulative, and not exclusive of any rights and remedies otherwise available to the Bank at law or in equity; (18) that the Bank's delay or omission in exercising any of the Bank's rights and remedies shall not constitute a waiver of these rights and remedies, nor shall the Bank's waiver of any right or remedy operate as a waiver of any other right or remedy available to the Bank. The Bank's waiver of any right or remedy on any one occasion shall not be considered a waiver of same on any subsequent occasion, nor shall this be considered to be a continuing waiver; (19) that this Guaranty incorporates all discussions and negotiations between the Bank and the Guarantor concerning the guaranty and indemnification provided by the undersigned hereby, and that no such discussions or negotiations. shall limit, modify, or otherwise affect the provisions hereof, there are no preconditions to the effectiveness of this Guaranty and that no provision hereof may be altered, amended, waived, canceled or modified, except by a written instrument execu ted, sealed and acknowledged by the Bank's duly authorized officer; : (20) that this Guaranty and all documents which have been or may be hereinafter furnished by the Guarantor to the Bank may’be reproduced by the Bank by any photographic, photostatic, microfilm, xerographic or similar process, and that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original.is in existence and whether or not such reproduction was made in the regular course of business); and ' . (21) that -the Guarantor shall deliver to the Bank simultaneously herewith and within 120 days after the end of the prior calendar year in any year and upon request therefor, personal financial statements addressed to the Bank in form satisfactory to the Bank, and the Guarantor represents and warrants the accuracy of any information contained therein and hereby agrees not to encumber or transfer any assets: listed on any financial statements without the Bank's prior consent and ‘that'so long as this Guaranty remains in effect, Guarantor shall provide the Bank with copies of Guarantor's filed Federal and state tax returns for the prior year within 30 days after the date that Guarantor's: tax returns are required to be filed each Such year or such other date approved: by the Bank. Guarantor waives: notice of acceptance hereof, presentment and protest of any instrument and notice thereof, notice of default and all other notices to which the Guarantor might otherwise be entitled; and any and all defenses, including without limitation, any and all defenses which the Borrower or any other party may have to the fullest extent permitted by law, any defense to this Guaranty based on impairment of collateral or on suretyship defenses.of every type; any right to exoneration or marshaling. To the maximum extent permitted by faw, Guarantor waives and terminates any homestead rights and/or exemptions réspecting any premises under the provisions of any applicable homestead law, including without limitation, Chapter 188, Section 1, of the General Laws of Massachusetts. To the extent that it lawfully may, Guarantor hereby further agrees not to invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Bank's rights under this Guaranty or otherwise respecting the guaranteed obligations, and to the extent that it lawfully may do so, the Guarantor hereby irrevocably waives the benefits of all such laws. Except as otherwise provided by applicable law, the Bank shall have no duty as to the collection or protection of any collateral, if any, securing the guaranteed obligations beyond the safe custody thereof. 3 HL Guarantor ‘will from time to time execute and deliver to the Bank, and take or cause to be taken, all such other further action as the Bank may request in order to effect and confirm or vest more securely in the Bank all the rights contemplated in this Guaranty (including, without limitation, to correct clerical errors) or res;* acting any of the obligations guaranteed hereby or to comply with applicable statute or law. This Guaranty, all acts and transactions hereunder, and the tights and obligations of the parties hereto shall be governed, construed and interpreted according to the laws of the Commonwealth of Massachusetts, shall be binding upon the heirs, executors, administrators, successors and assighs of the Guarantor and shall inure to the benefit of the Bank's successors and assigns. If any provision of this Guaranty is found to be invalid, illegal or unenforceable, the validity of the remainder of the Guaranty shall not be affected. . Guarantor irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting in Massachusetts, over any suit, action or proceeding arising out of or relating to this Guaranty. Guarantor: irrevocably waives, to the fullest extent it may effectively do so under applicable law, any: objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that the same has been brought in an inconvenient forum. Guarantor hereby consents to any and all process which may be:served in any such suit, action or proceeding, (i)by mailing a copy thereof by registered and Certified mail, postage prepaid, return receipt tequested, to the Guarantor's address shown below or-as notified to the Bank and (ii) by serving the same upon the Guarantor ini any other manner otherwise permitted by law, and agrees that such service shall in every respect be deemed effective service upon the Guarantor. GUARANTOR AND BANK EACH HEREBY KNOWINGLY,” VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT. WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS GUARANTY, THE OBLIGATIONS GUARANTEED HEREBY, “ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN NOT BE, OR HAS NOT BEEN WAIVED. GUARANTOR CERTIFIES THAT NEITHER THE BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY. Executed as ‘an instrument under seat and dated December 28,2016. i Witnes: Guarantor: A Co MHepre foD Maxo Couis, Individually Address: 133 Pearl St,, Apt. 2 Somerville, MA 02145 ~ EXHIBIT « C SECURITY AGREEMENT (Cambridge Hackney License(s)) This SECURITY AGREEMENT entered into at Boston, Massachusetts, as of December 28, 2016, between Garmax Taxi, Inc., a Massachusetts corporation, with its chief executive office located at 133 Pearl St., Apt. 2, Somerville, MA 02145 (the "Borrower") and Commerce Bank & Trust Company, a Massachusetts Commercial Bank, with an address of 61 Brookline Avenue, ° Boston, Massachusetts 02215 (the "Bank’). FOR VALUE RECEIVED, and in consideration of the granting by the Bank of financial accommodations to or for the benefit of the Borrower, including without limitation respecting the Obligations (as hereinafter defined), the Borrower represents and agrees with the Bank, as of the date hereof and as of the date of each loan, credit and/or other financial accommodation, as follows: 1. GRANT OF SECURITY INTEREST 41 Grant of Security Interest. In consideration of the Bank's extending credit and other financial accommodations to or for the:benéfit of the Borrower, the Borrower hereby grants to the Bank a security interest in, a lien on and pledge and assignment of the Collateral (as hereinafter defined), The security interest granted’ by this Agreement is given to and shall be’ held by the Bank as security for the payment and performance of all Obligations (as hereinafter defined), including without limitation, all amounts due and owing to the Bank and all obligations réspecting that certain Three Year Term Note, dated December 28, 2016, by Garmax Taxi, Inc. in favor of the Bank in the original principal amount of $350,000.00 (the "Note"; and collectively, along with all other agreements, documents, certificates and instruments delivered in connection therewith, the “Loan Documents"), and any substitutions, modifications, extensions or amendments to any of the Loan Documents. 12 Definitions. The following definitions shall apply: fa) "Code" shall mean the Massachusetts Uniform Commercial Code, General Laws, Chapter 106 as amended from time to time. (b) "Collateral" shall mean all of the Borrower's present and future right, title and interest in and to any and all of the following property, whether such property be now existing or hereafter created, arising or acquired, and wherever located from time to t