15C01-2209-MF-000053
`Dearborn Circuit Court
`
`Filed: 9/12/2022 3:00 PM
`Clerk
`Dearborn County, Indiana
`
`STATE OF INDIANA
`
`)
`) SS:
`COUNTY OF DEARBORN )
`
`
`
`IN THE DEARBORN CIRCUIT/SUPERIOR COURT
`CIVIL DIVISION, ROOM
`CAUSE NO.
`
`)))))))))))
`
`STRONGHILL CAPITAL, LLC,
`
`Plaintiff,
`
`vs.
`
`SEMINARY RIDGE, LLC,
`ANTHONY STROUD, and
`CITY OF AURORA, INDIANA,
`
`Defendants.
`
`COMPLAINT ON NOTE AND GUARANTY, TO FORECLOSE
`MORTGAGE, AND FOR THE APPOINTMENT OF A RECEIVER
`
`Plaintiff, Stronghill Capital, LLC (“Lender”), for its Complaint on Note and Guaranty, to
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`Foreclose Mortgage, and for the Appointment of a Receiver (“Complaint”), respectfully alleges
`
`and states as follows:1
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`I.
`
`THE PARTIES
`
`1.
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`Lender is a Texas limited liability company with its principal office located in
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`Austin, Texas.
`
`2.
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`Upon information and belief, Defendant, Seminary Ridge, LLC (“Borrower”), is
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`an Indiana limited liability company with its principal office located in Lawrenceburg, Dearborn
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`County, Indiana.
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`3.
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`Upon information and belief, Defendant, Anthony Stroud (“Guarantor”), is an
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`individual residing in Ormand Beach, Florida.
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`1 All undefined capitalized terms used in this Complaint shall have the meanings assigned in the
`Loan Documents (as hereinafter defined).
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`II.
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`THE PROPERTY
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`4.
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`Borrower is the owner of certain real estate located in Dearborn County, Indiana,
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`more particularly described in Exhibit A attached hereto (the “Land”), commonly known as
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`106, 108, 109 and 111 Dewers Street, Aurora, Indiana 47001 and 121 - 125 5th Street, Aurora,
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`Indiana 47001, on which there is located a multi-family, multi-building apartment complex
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`(collectively, the “Apartments”).
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`III.
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`THE NOTE, MORTGAGE, GUARANTY, AND OTHER LOAN DOCUMENTS
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`5.
`
`Borrower executed and delivered to Lender a Promissory Note dated as of
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`April 12, 2021, in the original principal amount of $1,024,500.00 (the “Note”). A copy of the
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`Note is attached hereto as Exhibit B. The loan evidenced by the Note is referred to in this
`
`Complaint as the “Loan.”
`
`6.
`
`To secure its obligations under the Note, Borrower, inter alia, executed and
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`delivered to Lender a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing
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`relating to the Land and the Apartments (alternatively, the “Mortgage,” “Assignment of Rents,”
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`and / or “Security Agreement”), dated as of April 12, 2021, whereby Borrower: (a) granted
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`Lender a mortgage on and a security interest in and to certain Mortgaged Property (as defined in
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`the Mortgage), which includes but is not limited to, the Land, Improvements, Fixtures,
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`Personalty, and all other items listed in the definition of “Mortgaged Property” contained in the
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`Mortgage, all as more particularly described therein (all of which is collectively referred to in
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`this Complaint as the “Mortgaged Property”); and (b) assigned to Lender all right, title and
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`interest in and to all leases and all rents of the Mortgaged Property. A copy of the Mortgage is
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`attached hereto as Exhibit C.
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`7.
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`The Mortgage was recorded April 14, 2021, as Instrument No. 2021003244, in the
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`Office of the Recorder of Dearborn County, Indiana.
`2
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`8.
`
`9.
`
`The Security Agreement was perfected by the recording of the Mortgage.
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`To further evidence and secure its obligations under the Note, as of April 12,
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`2021, Borrower executed and delivered to Lender a Loan Agreement (the “Loan Agreement”).
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`A copy of the Loan Agreement is attached hereto as Exhibit D.
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`10.
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`To further secure the obligations owed under the Note, as of April 12, 2021,
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`Guarantor executed and delivered to Lender a certain Guaranty (“Guaranty”), whereby
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`Guarantor absolutely, unconditionally and irrevocably guaranteed the full and prompt payment
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`and performance of, among other things, all amounts due under the Note. A copy of the
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`Guaranty is attached hereto as Exhibit E. The Note, Mortgage, Assignment of Rents, Security
`
`Agreement, Guaranty, and all other documents executed concurrently therewith, or in connection
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`with the Loan, collectively are referred to herein as the “Loan Documents.”
`
`11.
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`Lender is the current holder of the Note with the authority to enforce the same,
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`and Lender is the party entitled to enforce the other Loan Documents, including without
`
`limitation, the Mortgage and Guaranty.
`
`IV.
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`BORROWER’S DEFAULTS UNDER THE LOAN DOCUMENTS
`
`12.
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`Borrower is in default under the Note by virtue of, and not limited to, Borrower’s
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`failure to make the monthly payments due under the Note for the months of May 2022 through
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`August 2022.
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`13.
`
`Each of Borrower’s failures to make a monthly payment as required under the
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`Note as described in the previous paragraph represents an Event of Default under the Note, the
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`Loan Agreement, the Mortgage, and the other Loan Documents.
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`14.
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`Borrower also is in default under the Loan Documents because Borrower has
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`failed to adequately fund the Imposition Deposits associated with the property insurance relating
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`to the Mortgaged Property as required under the Loan Documents.
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`15.
`
`Borrower’s failure to adequately fund the Imposition Deposits resulted in a
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`shortage of $11,225.84 necessary to pay the insurance premium payment that came due on
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`August 1, 2022, and Lender was forced to advance the sum of $11,225.84 to pay the insurance
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`premium to ensure there was no lapse of insurance coverage for the Mortgaged Property.
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`16.
`
`Borrower’s failure to adequately fund the insurance Imposition Deposits is an
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`additional Event of Default under the Loan Documents.
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`V.
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`NOTICE OF DEFAULT AND ACCELERATION OF THE LOAN
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`17.
`
`On July 20, 2022, Lender, through counsel, sent Borrower and Guarantor a letter
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`(the “Default Letter”). A copy of the Default Letter is attached hereto as Exhibit F.
`
`18.
`
`In the Default Letter, Lender informed Borrower and Guarantor of the existence
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`of Events of Default under the Loan Documents due to Borrower’s failure to timely make the
`
`payments due under the Note, and demanded that Borrower cure its payment defaults.
`
`19.
`
`20.
`
`Borrower did not cure its payment defaults as demanded in the Default Letter.
`
`On August 18, 2022, Lender, through counsel, sent Borrower and Guarantor a
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`second letter (the “Acceleration Letter”). A copy of the Acceleration letter is attached hereto as
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`Exhibit G.
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`21.
`
`In the Acceleration Letter, Lender reiterated that Events of Default relating to
`
`Borrower’s nonpayment continued to exist as described in the Demand Letter, and informed
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`Borrower and Guarantor of the existence of an additional Event of Default under the Loan
`
`Documents due to Borrower’s failure to adequately fund the Imposition Deposits associated with
`
`property insurance.
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`22.
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`In the Acceleration Letter, Lender informed Borrower and Guarantor that as a
`
`result of the occurrence and continuance of the Events of Default under the Loan Documents
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`described in the Acceleration Letter, the outstanding principal indebtedness evidenced by the
`
`Note had been accelerated and was immediately due and payable.
`
`23.
`
`In the Acceleration Letter, Lender also made demand for the immediate payment
`
`in full of the entire unpaid principal balance of the Note, plus accrued and unpaid interest
`
`thereon, and the costs and attorneys’ fees of Lender, all as more particularly set forth in the
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`Acceleration Letter.
`
`24.
`
`Borrower did not make payment to Lender as demanded in the Acceleration
`
`Letter.
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`25.
`
`The Events of Default under the Loan Documents described in this Complaint and
`
`in the Demand Letter and Acceleration Letter continue, and Lender now files this Complaint to
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`enforce its rights under the Loan Documents.
`
`COUNT I –
`ENFORCEMENT OF NOTE AND FORECLOSURE OF MORTGAGE
`
`Lender, Stronghill Capital, LLC, for Count I of its Complaint, complains as follows:
`
`26.
`
`Lender incorporates all previous allegations of this Complaint as if the same were
`
`fully set forth in this paragraph.
`
`27.
`
`28.
`
`29.
`
`The Mortgage secures the Indebtedness (as such term is defined below).
`
`Borrower has defaulted under the Loan Documents as described above.
`
`Lender has exercised its right to accelerate the indebtedness under the Note and to
`
`declare the Loan due and payable in full.
`
`30.
`
`There was due to Lender from Borrower under the Loan Documents, as of
`
`July 31, 2022, at least the sum of $1,180,554.80 as follows:
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`Principal Balance After 04/01/2022 Installment
`Interest for 04/01/2022 through 07/31/2022
`Lockout Payment from 08/01/2022 through 11/01/2023
`Prepayment Premium
`February Late Fee
`February NSF Fee
`March Late Fee
`March NSF Fee
`May Late Fee
`May NSF Fee
`June Late Fee
`July Late Fee
`Legal Fees
`Administrative Release Fees
`
`TOTAL
`
`$1,015,064.31
`20,533.99
`89,031.43
`50,753.22
`456.37
`30.00
`456.37
`30.00
`456.37
`30.00
`456.37
`456.37
`2,500.00
`300.00
`
`$1,180,554.80
`
`exclusive of additional attorneys’ fees, additional late charges, costs of collection and other sums
`
`to which Lender is entitled under the Loan Documents and / or applicable law (collectively, the
`
`“Indebtedness”). Interest and default interest continues to accrue on the principal balance at the
`
`rate set forth in the Loan Documents from July 31, 2022.
`
`31.
`
`32.
`
`The Mortgage constitutes a valid, first priority lien upon the Mortgaged Property.
`
`Lender has incurred, and will continue to incur, expenses, including inter alia,
`
`expenses for abstracts, third party reports, insurance premiums, taxes, attorneys’ fees, the costs
`
`of this action, and the costs associated with the sale of the Mortgaged Property subject to the
`
`Mortgage, all of which Lender is permitted to recover under the Loan Documents.
`
`33.
`
`The lien of the Mortgage is superior to all liens, claims or interests asserted by all
`
`parties herein, and said liens and claims of such parties are junior, inferior and subordinate to the
`
`lien of the Mortgage. The Mortgage should be foreclosed and the Mortgaged Property sold in the
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`manner provided by law.
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`34.
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`The City of Aurora, Indiana, is named as a party to this lawsuit to answer as to
`
`any interest it may claim in the Mortgaged Property, including any interest it may claim as a
`
`result of the following items:
`
`a.
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`an Ordinance Judgment in the amount of $635.00 entered November 10,
`
`2021, under Cause No. 15H02-2108-OV-001083, in the Lawrenceburg City Court; and
`
`b.
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`an Emergency Order Authorizing Trash Removal and Reimbursement of
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`Costs entered July 15, 2022, under Cause No. 15H02-2108-OV-001082, in the
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`Lawrenceburg City Court.
`
`WHEREFORE, Plaintiff, Stronghill Capital, LLC, by counsel, respectfully requests:
`
`A.
`
`A judgment in favor of Lender and against Seminary Ridge, LLC in the sum as of
`
`July 31, 2022, of $1,180,554.80, without relief from valuation or appraisement laws, pursuant to
`
`the Note and the other Loan Documents, plus prejudgment interest, default interest, late charges,
`
`attorneys’ fees, costs of collection, and other expenses to which Lender is entitled under the
`
`Loan Documents and / or applicable law, including any sums which Lender is compelled to
`
`expend for taxes, insurance, abstract expenses, third party reports, and other costs incurred in the
`
`prosecution of this action or to maintain the Mortgaged Property.
`
`B.
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`That the lien of the Mortgage, including the associated Security Agreement and
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`Assignment of Rents, be declared a valid lien on the Mortgaged Property and rents thereon.
`
`C.
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`A finding that the lien of the Mortgage, including the associated Security
`
`Agreement and Assignment of Rents, is superior to any liens, interests or claims asserted by all
`
`parties, and that said liens, interests and claims of said parties are inferior and subordinate to said
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`lien of Lender.
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`D.
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`An order foreclosing the lien of the Mortgage, including the associated Security
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`Interest and Assignment of Rents, on the Mortgaged Property and rents thereon, and foreclosing
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`and barring the equity of redemption and interest in the Mortgaged Property and rents of
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`Borrower and all other persons claiming any interest in the Mortgaged Property from, under or
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`through Borrower, including any other parties herein, with the exception of any existing leases
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`for any existing tenants currently in possession of the Mortgaged Property.
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`E.
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`An order directing the sale of the Mortgaged Property, including rents thereon,
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`with the proceeds of any such sale, after payment of the costs and expenses associated with the
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`sale and the payment of any due and payable real estate taxes on the Mortgaged Property, to be
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`paid first toward satisfaction of the Indebtedness due and owing to Lender, and next, if any
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`proceeds remain thereafter, to the Clerk of Dearborn, Indiana, for the use and benefit of those
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`rightfully entitled thereto, and subject to further order of this Court.
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`F.
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`An order directing, upon the expiration of the statutory period of redemption and
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`the execution by the Sheriff of Dearborn, Indiana, of the conveyance of the Mortgaged Property,
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`including rents thereon, sold hereunder and not redeemed by the person or persons entitled
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`thereto pursuant to applicable law, that any person who may be in possession of the Mortgaged
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`Property and / or rents thereon, or any part thereof, and except as provided herein as to tenants
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`currently in possession, shall, upon demand and exhibition of the Sheriff’s Deed and / or Bill of
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`Sale to the Mortgaged Property and / or rents thereon or a copy thereof, forthwith surrender to
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`the holder of said Sheriff’s Deed full, peaceful and quiet possession of the Mortgaged Property
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`and the rents thereon.
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`G.
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`That if, after the foregoing demand and exhibition has been made, any person
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`fails to surrender full and peaceful possession of the Mortgaged Property, or any part thereof,
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`that an order shall be issued directing the Sheriff of Dearborn, Indiana, to forthwith enter upon
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`the Mortgaged Property and eject and remove therefrom anyone who may be in possession of the
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`Mortgaged Property or any part thereof, and further directing the Sheriff of Dearborn, Indiana, to
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`put the party holding the aforementioned Sheriff’s Deed, or his or her assignee(s), in the full,
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`peaceful, and quiet possession of the Mortgaged Property without delay.
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`H.
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`An award to Lender of the costs of this action, and all other relief which is just
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`and proper in the premises.
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`COUNT II –
`ENFORCEMENT OF GUARANTY
`
`Lender, Stronghill Capital, LLC, for Count II of its Complaint, complains as follows:
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`35.
`
`Lender incorporates all previous allegations of this Complaint as if the same are
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`fully set forth in this paragraph.
`
`36.
`
`Borrower has defaulted in its obligations under the terms and conditions of the
`
`Loan Documents as described above.
`
`37.
`
`Under the terms of the Guaranty, Guarantor absolutely and unconditionally
`
`guaranteed the payment and performance of all obligations, debts, and liabilities of Borrower,
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`including without limitation the payment of the sums due under the Note and the other Loan
`
`Documents.
`
`38.
`
`Borrower and Guarantor have failed and refused to pay the indebtedness due and
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`owing to Lender under the Loan Documents.
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`39.
`
`Guarantor’s failure to pay Lender the amounts due under the Loan Documents is a
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`default under the Guaranty.
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`40.
`
`As of July 31, 2022, Lender was owed the entire Indebtedness, as more
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`particularly described above.
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`WHEREFORE, Plaintiff, Stronghill Capital, LLC, by counsel, respectfully requests that
`
`the Court enter judgment in favor of Stronghill Capital, LLC and against Guarantor, Anthony
`
`Stroud, pursuant to the Guaranty, in the sum as of July 31, 2022, of $1,180,554.80, without relief
`
`from valuation or appraisement laws, plus prejudgment interest, default interest, late charges,
`
`attorneys’ fees, costs of collection, and other expenses to which Lender is entitled under the
`
`Loan Documents and / or applicable law, including any sums which Lender is compelled to
`
`expend for taxes, insurance, abstract expenses, third party reports, and other costs incurred in the
`
`prosecution of this action or to maintain the Mortgaged Property, an award to Lender of the costs
`
`of this action, and all other relief which is just and proper in the premises.
`
`COUNT III –
`APPOINTMENT OF A RECEIVER
`
`Lender, Stronghill Capital, LLC, for Count III of its Complaint, complains as follows:
`
`41.
`
`Lender incorporates all previous allegations of this Complaint as if the same are
`
`fully set forth in this paragraph.
`
`42.
`
`43.
`
`The Mortgaged Property is not occupied by Borrower as a principal residence.
`
`The Mortgaged Property is, or is intended to be, leased to third parties as a multi-
`
`family, multi-building apartment complex.
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`44.
`
`Under the Mortgage and Assignment of Rents, Lender possesses all right, title and
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`interest in and to all leases and all rents of the Mortgaged Property.
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`45.
`
`In the Mortgage, Borrower consented to the appointment of a receiver over the
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`Mortgaged Property upon the request of Lender after the occurrence of an Event of Default.
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`46.
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`Borrower has defaulted under the Loan Documents as described above, and
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`Events of Default have occurred and are continuing under the Loan Documents.
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`47.
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`Lender requests that this Court institute a receivership over the Mortgaged
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`Property pursuant to Indiana Code § 32-30-5-1 et seq. and other applicable law.
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`WHEREFORE, Lender, by counsel, respectfully requests that the Court appoint a
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`receiver to take possession of the Mortgaged Property, including all rents, profits, and proceeds
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`from the Mortgaged Property now existing or hereafter generated by the Mortgaged Property,
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`and for all other just and proper relief in the premises.
`
`Respectfully submitted,
`
`/s/ Nathan T. Danielson
`Nathan T. Danielson
`Attorney No. 25542-05
`BOSE MCKINNEY & EVANS LLP
`111 Monument Circle, Suite 2700
`Indianapolis, Indiana 46204
`ndanielson@boselaw.com
`(317) 684-5000
`(317) 684-5173 (Fax)
`
`Attorneys for Plaintiff, Stronghill Capital, LLC
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`EXHIBIT A
`EXHIBIT A
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`

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`Exhibit A
`
`Legal Description of Land
`
`DESCRIPTION OF THE LAND
`
`The land referred to herein is situated in Dearborn County, State of Indiana, and is described as
`follows:
`
`TRACT I:
`
`Part of Section 32, Township 5 North, Range 1 West, in the City of Aurora, Dearborn County,
`Indiana being all of the parcel of ground called Seminary Lot as shown on the Plat of the City of
`Aurora as recorded in Plat Book 4 page 9 of the records of said County and all of the West part
`of the Outlot Number 33 as described in Deed Record 21 page 70 of the records of said County
`and bounded in one tract as follows: Beginning at the most Northeasterly corner of said
`Seminary Lot at a point North 69 degrees West 12 feet from the Northeasterly corner of In Lot
`298 in said City and being also South 21 degrees West 12 feet from the Southeasterly corner of
`In Lot Number 209 as shown on the original plat of said City (Plat Record 4 page 1) and running
`thence South 21 degrees West with the Westerly side of a 12 foot alley 452.0 feet to an iron pipe
`in the Northerly line of Outlot Number 34; thence North 69 degrees West with said line of Outlot
`Number 34, 141.0 feet to a 15 inch Sassafras tree at the Northwesterly corner thereof and to a
`point in the Easterly boundary of said Seminary Lot; thence South 21 degrees West with said
`boundary line 165.0 feet to an iron pipe at the Southwesterly corner of said Outlot 34; thence
`South 45 degrees 36 minutes 30 seconds West 311.5 feet to an iron pipe at the Southwesterly
`corner of the Seminary Lot (this line passing a stonewall at the Southwesterly corner of Outlot
`Number 35 at 120.5 feet); thence with the Westerly boundary of the Seminary Lot, along and
`with an existing old stone wall and fence line North 25 degrees 36 minutes East 109.0 feet to an
`iron pipe, North 18 degrees 32 minutes East 106.0 feet to a fence post (this line passing a 40 inch
`Oak tree at 70 feet) North 19 degrees 42 minutes East 322.0 feet to a fence post and North 19
`degrees 6 minutes East 363.9 feet to an iron pipe at the Northwesterly corner of the Seminary lot
`on the Southerly side of a 12 foot alley; thence with said alley, South 69 degrees East 285.9 feet
`to the place of beginning and being known as the Southside School Property.
`
`TRACT II:
`
`IN LOT NUMBER TWO HUNDRED THIRTEEN (213) as marked and designated on the
`original Plat or Plan of the Town (now City) of Aurora, said County and State.
`
`Parcel Numbers: 15-07-32-402-015.000-003 (Tract I) and 15-07-32-103-183.000-003 (Tract II)
`
`Property Addresses: Tract I: 108, 109, 111 Dewers Street, Aurora, Indiana 47001; Tract II:
`121, 123, 125 Fifth Street, Aurora, Indiana 47001
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`EXHIBIT A
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`EXHIBIT B
`EXHIBIT B
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`

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`PROMISSORY NOTE
`(Indiana)
`
`US $1,024,500.00
`
`April 12, 2021
`
`FOR VALUE RECEIVED, the undersigned, SEMINARY RIDGE, LLC, an Indiana limited liability company (together
`with such party's or parties' successors and assigns, "Borrower"), jointly and severally (if more than one) promises
`to pay to the order of STRONGHILL CAPITAL, LLC, a Texas limited liability company, the principal sum of ONE
`MILLION TWENTY-FOUR THOUSAND FIVE HUNDRED AND 00/100 DOLLARS (US $1,024,500.00), with interest on
`the unpaid principal balance, as hereinafter provided.
`A. Defined Terms.
`Capitalized terms used but not defined in this Note shall have the meanings given to such terms in the
`A.l.
`Mortgage. In addition to defined terms found elsewhere in this Note, as used in this Note, the following definitions
`shall apply:
`Business Day: Any day other than a Saturday, a Sunday or any other day on which Lender or the national banking
`associations are not open for business.
`Default Rate: The rate of 17.99 percent (17.99%) per annum. However, at no time will the Default Rate exceed
`the Maximum Interest Rate.
`Disbursement Date: The date of the initial disbursement of Loan proceeds hereunder.
`First Payment Due Date: June 1,2021.
`Fixed interest Rate: The annual interest rate of 6.99 percent (6.99%).
`Indebtedness: The principal of, interest on, or any other amounts due at any time under, this Note, the Loan
`Agreement, the Mortgage or any other Loan Document, including prepayment premiums, late charges, default
`interest, and advances to protect the security of the Mortgage under section G of the Mortgage or any other
`applicable provision of the Loan Agreement, the Mortgage or any other Loan Document or as permitted by law.
`Lender: The holder(s) from time to time of this Note.
`Loan: The loan evidenced by this Note.
`Loan Agreement: That certain Loan Agreement dated as of the date of this Note by and between Borrower and
`Lender, as such agreement may be amended from time to time.
`Lockout Period: The period from Disbursement Date through and including the Lockout Period End Date.
`Lockout Period End Date: November 1,2023.
`Maturity Date: The earlier of (i) May l, 2026, and (ii) the date on which the unpaid principal balance of this
`Note becomes due and payable by acceleration or otherwise pursuant to the Loan Documents or the exercise
`by Lender of any right or remedy under any Loan Document.
`Maximum Interest Rate: The rate of interest that results in the maximum amount of interest allowed by
`applicable law.
`Mortgage: That certain Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated as of the
`date of this Note, executed by Borrower to or for the benefit of Lender and securing this Note, which Mortgage
`encumbers certain real property commonly known as 109 Dewers St., Aurora, IN 47001, 111 Dewers St.,
`Aurora, IN 47001,121-125 5th Street, Aurora, IN 47001,106 Dewers Street, Aurora, IN 47001 and 108 Dewers
`Street, Aurora, IN 47001.
`Payment Due Date: The First Payment Due Date and any subsequent date on which a monthly installment of
`interest or principal and interest is due and payable pursuant to section C below.
`Prepayment Premium End Date: February 1,2026.
`
`Indiana Promissory Note
`Loan No.:
`© loanDocSolutions11 All Rights fteservnd.
`
`REDACTED
`
`EXHIBIT B
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`

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`Prepayment Premium Period: The period during which, if a prepayment of principal occurs, a prepayment
`premium wilf be payable by Borrower to Lender. The Prepayment Premium Period is the period from
`November 2,2023 through and including the Prepayment Premium End Date.
`Property Jurisdiction: The jurisdiction in which the Land is located.
`A.2. "Event of Default'' and other capitalized terms used but not defined in this Note shall have the meanings
`given to such terms in the Mortgage or the Loan Agreement.
`B. Payment Method. All payments due under this Note shall be made by preauthorized Automated Clearinghouse
`transactions ("ACH") from an account maintained with a financial institution located in the United States, or by such
`other reasonable method as Lender directs, to Lender's account, or at such other place as Lender may from time to
`time designate to Borrower in writing. Borrower shall authorize Lender to deduct all payments due under this Note,
`plus any and all required monthly imposition Deposits, from Borrower's bank account. Failure to make all payments
`due under this Note, plus any and ail required monthly Imposition Deposits shall constitute an Event of Default.
`C. Payments.
`C.l. Interest will accrue on the outstanding principal balance of this Note at the Fixed Interest Rate, subject
`to the provisions of section H below.
`C.2. interest under this Note shall be computed, payable and allocated on the basis of an actual/365 interest
`calculation schedule (interest is payable for the actual number of days in each month, and each month's interest is
`calculated by multiplying the unpaid principal amount of this Note as of the first day of the monthly period for which
`interest is being calculated by the applicable Fixed interest Rate, dividing the product by 365, and multiplying the
`quotient by the number of days in the monthly period for which interest is being calculated). The amount of each
`installment attributable to principal and the amount attributable to interest will vary based upon the number of days
`in the monthly period for which such installment is paid. A balloon payment will be due upon full repayment of this
`Note even if this Note is not repaid until the Maturity Date. Each monthly payment of principal and interest will first
`be applied to pay in full interest due, and the balance of the monthly payment paid by Borrower will be credited to
`principal.
`C.3.
`Unless disbursement of principal is made by Lender to Borrower on the first day of a calendar month,
`interest for the period beginning on the Disbursement Date and ending on and including the last day of such calendar
`month shall be payable by Borrower on or before the Disbursement Date. If the Disbursement Date is on the first
`day of a calendar month, then no payment will be due from Borrower until the First Payment Due Date. The Payment
`Due Date for the first monthly installment payment under section C.4 below of interest only or principal and interest,
`as applicable, will be the First Payment Due Date set forth in section A.l above. Except as provided in this section
`C.3 and in section J, accrued interest will be payable in arrears.
`C.4. Beginning on the First Payment Due Date, and continuing until and including the monthly installment due
`on the Maturity Date, principal and accrued interest shall be payable by Borrower in consecutive monthly
`installments due and payable on the first day of each calendar month. The amount of the monthly installment of
`principal and interest payable pursuant to this section C.4 shall be SIX THOUSAND EIGHT HUNDRED NINE AND
`14/100 DOLLARS (U.S. $6,809.14).
`C.5. All remaining Indebtedness, including all principal and interest, shall be due and payable by Borrower on
`the Maturity Date. All payments under this Note shall be made in immediately available U.S. funds. Any regularly
`scheduled monthly installment of principal and interest that is received by Lender before the date it is due shall be
`deemed to have been received on the due date solely for the purpose of calculating interest due. Any accrued
`interest remaining past due for thirty (30) days or more, at Lender's discretion, may be added to and become part
`of the unpaid principal balance of this Note and any reference to "accrued interest" shall refer to accrued interest
`which has not become part of the unpaid principal balance. Any amount added to principal pursuant to the Loan
`Documents shall bear interest at the applicable rate or rates specified in this Note and shall be payable with such
`interest upon demand by Lender and absent such demand, as provided in this Note for the payment of principal and
`interest. In the event any check given by Borrower to Lender as a payment on this Note is dishonored, or in the event
`there are insufficient funds in Borrower’s designated account to cover any preauthorized monthly debit from
`Borrower’s checking account, then, without limiting any other charges or remedies. Borrower shall pay to Lender a
`processing fee of $30.00 (but not more than the maximum amount allowed by law) for each such event.
`
`Indiana Promissory Note
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`EXHIBIT B
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`D. Application of Payments. If at anytime Lender receives, from Borrower or otherwise, any amount applicable to
`the Indebtedness which is less than all amounts due and payable at such time, Lender may apply the amount
`received to amounts then due and payable in any manner and in any order determined by Lender, in Lender's
`discretion. Borrower agrees that neither Lender's acceptance of a payment from Borrower in an amount that is less
`than all amounts then due and payable nor Lender's application of such payment shall constitute or be deemed to
`constitute either a waiver of the unpaid amounts or an accord and satisfaction.
`E. Security. The Indebtedness is secured by, among other things, the Mortgage and reference is made to the
`Mortgage for other rights of Lender as to collateral for the Indebtedness.
`F. Acceleration. If an Event of Default has occurred, the entire unpaid principal balance, any accrued interest, the
`prepayment premium payable under section J below, and all other amounts payable under this Note and any other
`Loan Document, shall at once become due and payable, at the option of Lender, without any prior notice to Borrower
`(except if notice is required by applicable law, then after such notice). Lender may exercise this option to accelerate
`regardless of any prior forbearance. For purposes of exercising such option, Lender shall calculate the prepayment
`premium as if prepayment occurred on the date of acceleration.
`G. Late Charge.
`G.l. If any installment of interest or principal and interest or other amount payable under this Note, the Loan
`Agreement, the Mortgage or any other Loan Document is not received in full by Lender within five (5) days after the
`installment or other amount is due (unless applicable law requires a longer period of time before a late charge may
`be imposed, in which event such longer period shall be substituted), Borrower shall pay to Lender, immediately and
`without demand by Lender, a late charge equal to five percent (S%) of such installment or other amount due (unless
`applicable law requires a lesser amount be charged, in which event such lesser amount shall be substituted).
`G. 2. Borrower acknowledges that its failure to make timely payments will cause Lender to incur additional
`expenses in servicing and processing the Loan and that it is extremely difficult and impractical to determine those
`additional expenses. Borrower agrees that the late charge payable pursuant to this section G represents a fair and
`reasonable estimate, taking into account all circumstances existing on the date of this Note, of the additional
`expenses Lender will incur by reason of such late payment. The late charge Is payable in addition to, and not in lieu
`of, any interest payable at the Default Rate pursuant to section H below.
`H. Default Rate.
`H. l. So long as (a) any monthly installment under this Note remains past due for thirty (30) days or more or
`(b) any other Event of Default has occurred which, if it is amenable to cure, has not been timely cured, then
`notwithstanding anything in section C above to the contrary