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Home My WebLink About2014 Lawsuits • r,,1v,hT of U. S. Department of Justice �° ''o United States Attorney d '' Southern District of Iowa n, =_ ,,' Civil Division U.S.Courthouse Annex,Suite 286 110 East Court Avenue Des Moines,Iowa 50309-2053 Telephone(515)473-9300 Fax(515)473-9282 May 22, 2014 C;7 Mayor Matt Hayek City of Iowa City n• 410 East Washington Streetrri Iowa City, IA 52240 0 ' = �, a-- Dear Mayor Hayek: In response to a complaint we received regarding the city of Iowa City,the U.S. Attorney's Office has opened an investigation to determine whether any violations have occurred with respect to Title II of the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. §§ 12131-12134, and the Department's implementing regulation, 28 C.F.R. Part 35. The complaint alleges that a substantial number of sidewalks in Iowa City are lacking ADA- compliant curb ramps,thereby restricting mobility for individuals using ambulatory devices such as wheelchairs. While the city has some programs in place to install curb ramps,the concern is that in the 22 years since implementation of the ADA, insufficient work has been completed to bring the city in full compliance with the statute. It is also alleged that although many curb ramps have been installed during that time, many do not meet ADA Standards. It is our understanding that Johnson County has recently conducted a survey to identify locations where curb ramps are needed. That is a positive step and we look forward to reviewing any plans emanating from this inventory that will correct these problems without unwarranted delay. It is also understood that the city has offered the Johnson County Task Force on Aging an opportunity to recommend priorities for curb ramp repairs and installation. The ADA authorizes the Department of Justice to investigate alleged violations of Title II, 28 C.F.R. §35.172. We are also authorized to take appropriate action, including filing an enforcement action in U.S. District Court,to enforce Title II if voluntary compliance is not achieved, and to seek injunctive relief and monetary damages, 28 C.F.R. §35.174. The U.S. Attorney's Office would like to resolve this matter expeditiously and without resorting to litigation. We thus seek your cooperation in providing this office certain preliminary information. Please provide the following information, in writing,within 30 days of the date of this letter: ♦ - May 22, 2014 Mayor Matt Hayek Page 2 of 2 1. The name, address, and telephone number of the individual to whom this office should direct any future questions and correspondence. Please indicate if this person has authority to negotiate a settlement of this matter; 2. A description of all similar complaints in the past three years and how you responded to them; 3. Aside from responding to specific complaints, any proactive measures the city has taken to solicit public input and participation in identifying priority locations for expedited installation of curb ramps; 4. A copy of the completed sidewalk inventory(a draft is acceptable if the report has not been finalized). The inventory presumably will clearly show the locations where curb ramps exist, where sidewalks exist but without curb ramps, where curb ramps exist but are not compliant with ADA standards, and where, if at all,there are no existing sidewalks to allow curb ramp installation; 5. Any proposed or existing plans to ensure that curb ramps are installed at all appropriate locations in Iowa City. This should include a timetable with specific dates for achieving significant milestones, as well as budgetary information as to the projected costs of completing this program and how such funding will be provided; 6. Whether Iowa City receives any federal funding, and if so, the name of the federal agency that provides the funding, and the name(s)of all programs that receive that funding or to which any of that funding is distributed; and 7. Your response to the allegations of the complaint and any additional information you consider relevant to resolution of the complaint. Any structural changes made in connection with this complaint must comply with Title II of the ADA and its architectural standards. Any modifications you undertake which are not in compliance with those requirements may need to be redone before this complaint can be resolved. If you have questions or concerns, feel free to contact me at 515-473-9357, or Investigator Rick Hoye at 515-473-9353. Sincerely, co Nicholas A. Klinefeldt uj o. I>: United States Attorney r- U d(r. By: tfo.i..),d LL E3 Richard L. Richards Assistant United States Attorney ac-- : cin END OF CASE FILE • 52140 IN THE IOWA DISTRICT COURT FOR JOHNSON COUNTY BANK OF AMERICA, N.A. 94-1687665: . EQUITY NO. EQCV075997 Plaintiff, : MOTION TO ACCEPT RECORDED COPY OF . ASSIGNMENT OF MORTGAGE • • N C7 _ vs . cD •� • n• JEREMIAH FINLEY; -111 c)-.< _ CITY OF IOWA CITY, IOWA; • '-tom c1f r Defendants . : '"fir'► = rn cD COMES NOW the Plaintiff, by and through the undeTsigiold co attorney, and in support of its Motion states as follows : 1 . The Original Note and Mortgage which are the subject of this foreclosure action have been filed with the Clerk of Court. 2 . The original Assignment of the subject mortgage in this action is not available. The original Assignment was recorded on June 21, 2007 in Book 4176, Page 477 in the office of the Johnson County Recorder. 3 . Iowa Rule of Evidence 5. 901 (b) (7) provides " [e] vidence that a writing authorized by law to be recorded or filed and in fact recorded in a public office" is sufficient to authenticate such a writing. 4 . In light of the above, a copy of the Assignment recorded on June 21, 2007 in Book 4176, Page 477 in the office C� f"; 4lce D; 52140 of the Johnson County Recorder should be accepted in place of the original. WHEREFORE, Plaintiff respectfully requests an Order accepting the copy of the recorded Assignment attached hereto in lieu of the original and for such further relief as is equitable. Peto _ *etosa & Boecker, LLP 1 i B-n ' _ i 66 ozkins AT0003573 3 • ►' reet, Ste 100 �` I,. . a 0325 P. 515) 222 * AI ! (515) 222-9121 A rorney for Plaintiff N Cf CD s" a=, x -n _ � c, =<`- A. f i 573 3`m Q* ' Q 171. cm CD • • 52140 COPY TO: Jeremiah Finley 43 Regal Lane Iowa City, IA 52240 City of Iowa City, Iowa City Clerk 410 East Washington Street Iowa City, IA 52240 CERTIFICATE OF SERVICE The undersigned certifies that the foregoin instrument was served upon the parties listed below on �p,�u Q ( 3 20 1'-1 , by U.S. Mail. Signature ?..k_Xnn A A (yi.t ?. a O *n Zjc, c.n r =<rn = M co END OF CASE FILE "` . CIVIL PROCESS WORKSHEET JOHNSON COUNTY SHERIFFS OFFICE•PO BOX 2540,511 S CAPITOL ST, IOWA CITY, IA 52244-2540•(319)356-6030 PLAINTIFF: BOKASSA, JERRY Docket No 14-00296 State IOWA vs. Court No LACV075141 County JOHNSON DEFENDANT: KARR, MARIAN Ref No Received 01/22/2014 DEFENDANT: KOPPING, LINDA 2ND AMENDMENT OF 14TH AMENDMENT Requestor(s) Phone BOKASSA,JERRY (213)840-2960 PO BOX 1905, IOWA CITY, IA 52244 Name KARR, MARIAN Zone Party Type DEFENDANT Phone Fax Address 410 E WASHINGTON ST ,s, IOWA CITY IA 52240- :fin D._, E-Mail Employer —iC, N Comments `<f MNIInformation7C —. Q Race Sex > tn Birth Date Age Hair Height Weight SSN Eyes Skin DL No Notes Documents Document Serve by Date OE PSR Description/Special Instructions IN FORMA PAUPERIS ❑ ❑ NOTICE ❑ ❑ Service Information tt //' /` Date I ^? L Time 3 ) C� Type e C.�\ t` V�vT r n� Party // �t��'O(� ✓ ✓ Relationship V C Q/ Race Sex ( DOB Location `-\ \ (7 WO 611t( 4, /li Miles Fee Officer Attempts Log Date Time Server Notes Date Time Server Notes Notes: CC C" c4 Act Printed:Wednesday,January 22,2014 Johnson County Sheriffs Office Page 1 of 1 ✓, , ti $4e,,,1.1 •ortl 1/4/)01.1JERRY BOKASSA-PRO-SE P.O.BOX 1905 Cl 2 IOWA CITY, IOWA.52244 min (213-840-2960-cell) :< 7r. ■f 3 p� 1 4 Gm IN THE DISRICT COURT FOR JONNSON COUNTY 5 6 JERRY BPKASSA, ) Case No#LACVO75141, 2 nd Amendment 7 ) Of 14th amendment Civil Rights,And A.D.A. law Violation of Conspiracy, 8 ) Complicity,Harrassment.JURY TRIAL vs. ) REQUESTED $20, 000, 000, 00. Twenty 9 ) Million dollars For use of racist IOWA CITY POLICE DEPT,OFFICER GREG ) Law that allows "WHITE WOMEN" to 10 ) Make false criminal statements HUMICHOUSE,SENIOR CENTER OF JOHNSON ) against African American men 11 ) Because they were "SCARED".And "PURE COUNTY,28-Linn,St.IOWA CITY , IOWA RACISM".Intent to Achive Objective 12 Of Jail due the "RACIST Legal DIRECTOR LINDA KOPPING.Co/Defendents System that place "BLACKS" (J— N 13 In jail faster than "WHITE enr:' cn Irene Bowers, Brice, ?? Volunteer z' 14 Cl).. X ,Both JANITORS,And others =:,_ Z 15 c (; . .t to be named later. z, 16 c= ` , 17 o Defendant 74E` N Ax) Co 18 19 These in a concerted conspiracy to use my disability against me 20 to violate my "A.D.A. rights and civil rights. After a long 21 effort to ride me of the use of the "T.V."room from the first 22 day she has agitated "WHITE MALES" to harass me to the point of some 23 "WHITE MALE" named Brice ,to assult me over cookie crumps 24 on the floor. She Ran for help.Because she was hopping I would fight 25 back."I DID NOT" After Reporting it to Linda the director ,SHE DID NOTHING. 26 Harassment imposed upon me by others went un punish. 27 28 [Pleading Title] - 1 1 Negligent infliction of emotional distress with hopes of a violent out 2 burst from with happen after the Volunteer Threw my cell phone,electric 3 shaver on floor and was about to throw my legal documents and notes on 4 The floor when walk up to her and took them. She had left her front 5 desk some 40 feet away to place her self in the door way and hope I would Touch her "WHICH I DID NOT" "Over 40 NO TOUCH. Had she not Place 7 herself in my way I would have puck up my stuff and left as I had done many, 8 many when she was there before. I left after 1:30 only to follow 9 Out some20 minutes later by a "WHITE WOMEN" 10 JAN 16, 20 11 12 13 , t Leri ` J - •Y :•KAS:A-PRO-SE Disable in 1993. 14 P.O.B. 1905. IOWA CITY, IOWA 52244 (213-840-2960) 15 Copy of California Disable Card 16 17 r 18 /C( 19 (/Le 20 21 _, EGAJ-e4 22 23 -C- 24 29 25 C1-4. N N 26 -Cr- "b rn 27 (.11 28 [Pleading Title] - 2 1 N. • SOKASSA JERRY RX 1000392670 Valid Through: I .ANiaR/ $14 I cisA9 ErP)1sa.r,:P.rss(II 1/09 ,' 11, 073875.... ` 074509 IP ,„ ,; 4 �� i"D EXr'1RES09-i6 u8RIVR LIC�1�1gE _ �Q C:3515585 cLass:c. W �Laj� * JERRY LANCE BO' J N UH 111WSTHST MASSA C•1 }.(, -"Vg.' LOS ANGELES CA 40013 �� t i �'Q SEX:MEYES:BRN •.+w C.�',�. R +�7r►--f HT:5-06 HAWTR218 DCB:09-16-39 s O a 0 N y4& � 04/04/2003 502 M3 FD/08 �;�n'a'"""1"'''''' 9L4'889'L aoope asmu smo4-.1911t1 ..X.$-T'''':'".z atpow szz9• lse-j W lsn3:aweN iaPu'9 ` -t\`" y I_.01,_ li _Ili)_��ti_' I .1}a,d :"ii i - .o-'o ooaa Ie�ipaiN Livis}o oleo DS:d19x21 6ao d)l 6zO VZSOH-SWD SWDDS:N7dX21 .Z Ob808Na8581 u��d 6n1Q uoilcluosa.id ua,6,k elwogl.D"ia4�no5 '`'31N3NvW�d 8-3Slla i�� •,,.„(d 411eaN uogepunoj aasleA CIVIL PROCESS WORKSHEET JOHNSON COUNTY SHERIFFS OFFICE•PO BOX 2540, 511 S CAPITOL ST, IOWA CITY, IA 52244-2540•(319)356-6030 PLAINTIFF: BOKASSA, JERRY Docket No 14-00025 State IOWA vs. Court No LACV075141 County JOHNSON DEFENDANT: KOPPING, LINDA Ref No Received 01/06/2014 DEFENDANT: KARR, MARIAN AMENDMENT TO ORIGINAL COMPLAINT Requestor(s) Phone BOKASSA,JERRY (213)840-2960 r.a 0 1205 LAURA DR #147, IOWA CITY, IA 52244 r n Name KARR,MARIAN Zone a Party Type DEFENDANT Phone Fax �� Address 1410 E WASHINGTON � rn (TF "O apo0 IOWA CITY IA 52240- E-Mail 1 2240-E-Mail ) r' o rn Employer Comments M N I Information Race Sex Birth Date Age Hair Height Weight SSN Eyes Skin DL No Notes Documents Document Serve by Date OE PSR Description/Special Instructions COMPLAINT O Service Information Date 1 tom' 1`-\ Time 1 Type C '-N`-‹ Go L1-I' Party kA k Relationship Pc-' ' C 1%*1/4*:;/ ( IC- Race Race Sex DOB Location '.1 \0 C L t.iaSI'i.VviS"1 0,.c S�� Miles Fee Officer �1 Attempts Log Date Time Server Notes Date Time Server Notes Notes: Printed:Monday,January 06,2014 Johnson County Sheriffs Office Page 1 of 1 N r . %,..)..s.,\j * gl JERRY BOKASSA-PRO-SE O CD r 2 P.O.BOX 1905 **C") _ 71 3>....1 iSWOON/Mb3 IOWA CITY, IOWA.52244 �� i r 4 (213-840-2960-CELL) "��''� C)^ N 4 5 IN THE DISTRICT COURT FOR JOHNSON COUNTY . d cn 6 7 JERRY BOKASSA, 8 , ) Case No. : LACV075141 ) 9 ) Amendment to Original complaint ) of 14th Amendment Violation, Due 10 ) Process,Equal Protection of the LAW. 371. Conspiracy,Complicity to 11 ) Conspire to violate my civil Rights. JURY TRIAL REQUESTED $20, 000, 000.00 12 vs. ) twenty million for act of PURE racism. Paid A.S.A.P. 13 IOWA CITY POLICE DEPT,OFFICER GREG 14 HUMRicHOUSE,SENIOR CENTER OF JOHNSON ' ' C1-1 OY, i- 15 COUNTY, 28-linn,St, IOWA 2C:;; c.- 16 CITY, IOWA.DIRECTOR '25.( 1 *• C;. W Cpu 17 LINDA /Copp( u1 .Co/defendents �p " 18 .rae,t/te ?6C-Q.reC., ,/362 (c' , ''( N r. CD vr �'c. c3' 1 9 177.1 20 . 21 Defendant 22 23 These defendents in a concerted effort did provoke me in to situation 24 By removing and throwing my personal belongs out of the centers 25 pool,T.V. knowing this would set me off.The volunteer name 26 Amendment to Original complaint 27 of 14th Amendment Violation, Due Process, Equal Protection of the LAW. 28 371. Conspiracy,Complicity to Conspire to violate my civil Rights. JURY TRIAL REQUESTED $20, 000, 000.00 twenty million for act of PURE racism. Paid A.S.A.P. - 1 C. _ X _ r hN ---1 O p h.,.-k.' 1 ,then call Iowa City Police and logged a compliant that I 2 Had charge her "like an offensive lineman" as she was trying to help remove 3 My possessions.and had sidestepped me at the last minute to avoid contact. 4 B.S.She had thrown my stuff on the floor outside and was holding more 5 Of my stuff which I took from her to keep her from throwning it on the floor. 6 After about a 2 years of Sat and Sundays in which there never any urgent 7 Reason for me to hurry.I had went to the rest-room cause it was cold outside. 8 But her and the director knew that harassing me in this way would set me off. 9 The volunteer had seen me leave a million times before after 1:30 and said 10 Nothing this was also true of many other volunteers.as late as 20.minutes. 11 This is the same trick that the KILLER-MURDER MIRANDA LALLA PULLED.When she 12 and her Witness said I choke her with "no marks other than made up o*" She 13 had a SISTER COP AND A BROTHER Sheriff. ,, 01c- .y , 14 C"), ,r, c� t o_ -c 15 This "RACIST SCAM" of accusing BLACKMEN of crimes by "WHITE FEMALES" y } 16 MUST STOP TODAY. GREG told me that the laws favor white females , I disaggAk 17 "WE THE PEOPLE" P 18 19 I AM ASKING FOR A ADDITION $20, 000.000.00 TWENTY-MILLION DOLLARS ON TOP OF 20 THE $4.000, 000.00 Four Million for the first . Amendment violation.,V O 21 Ot n� `�7 32. r 23 _. jrL ' ''r' -° i • f 24 J RY Bei . SA PRO-SE. N V P.O.Bo 1905 O 25 Iowa City, Ia 52244 Cn 26 Amendment to Original complaint 27 of 14th Amendment Violation, Due Process,Equal Protection of the LAW. 28 371. Conspiracy,Complicity to Conspire to violate my civil Rights. JURY TRIAL REQUESTED $20, 000, 000.00 twenty million for act of PURE racism. Paid A.S.A.P. - 2 • 1 (213-840-2960, cell) 3 7 8 9 10 11 12 13 C- 14 15 C; C c 16 2•5- 1 •1 18 � ' 19 20 21 22 O D0 23 24 d - � 25CD = 26 Amendment to Original complaint �' 27 of 14th Amendment Violation, Due Process,Equal Protection of the LAW. 28 371. Conspiracy, Complicity to Conspire to violate my civil Rights. JURY TRIAL REQUESTED $20, 000, 000.00 twenty million for act of PURE racism. Paid A.S.A.P. - 3 END OF CASE FILE END OF CASE FILE END OF CASE FILE • CIVIL PROL:ES:.. WORKSHEET JOHNSON COUNTY SHERIFFS OFFICE•PO BOX 2540,511 S CAPITOL ST, IOWA CITY, IA 52244-2540•(319)356-6030 PLAINTIFF: BOKASSA, JERRY Docket No 14-00596 State IOWA vs. Court No LACV076104 County JOHNSON DEFENDANT: KARR, MARIAN Ref No Received 02/11/2014 DEFENDANT: CITY OF IOWA CITY HOUSING DEF CLASS ACTION SUIT FRO PREVIOUSLY NAMED OFFENSES DEFENDANT: SHELTER HOUSE Requestor(s) Phone BOKASSA,JERRY (213)840-2960 PO BOX 1905, IOWA CITY, IA 52244 Name KARR, MARIAN Zone Party Type DEFENDANT Phone Fax Address 410 E WASHINGTON IOWA CITY IA 52240- E-Mail Employer Comments MNI Information Race Sex Birth Date Age HairO Height Weight SSNr•1 "11 —� Eyes Skin DL No Notes qC, _c, T� Documents Document Serve by Date OE PSR Description/Special Instructions x Za IN FORMA PAUPERIS ❑ ❑ N OTHER ❑ ❑ Service Information Date -• I < Time Type C t- 61-/ 1 Party O, v‘ Relationship ( . / ( ,e, I , � Race Sex DOB Location L1 (o Cl ' -,J1.'�j )� Miles Fee Officer �C Attempts Log Date Time Server Notes Date Time Server Notes Notes: 4oM. V arICt4 Printed:Tuesday, February 11,2014 Johnson County Sheriffs Office Page 1 of 1 1 ' 1 JERRY BOKASSA-Pro-Se P.O.Box 1905 2 Iowa City, Ia.52244 (213-840-2960,CELL) 41 3 4 IN THE IOWA DISTRICT COURT IN AND FOR JOHNSON COUNTY 5 6 JERRY BOKASSA-Pro-Se,On behalf of ) Case No. : LACV076104 7 ) Himself And ALL Others simimilary ) CLASS ACTION SUIT FOR PREVIOUSLY 8 ) NAMED OFFENSES-rule1.261. , 1.262. Situated, ) SUPPLEMENTAL EVDENCE OF CRIMES IN 9 ) IOWA CITY,And IOWA. Plaintiff, ) 10 ) vs. ) 11 ) HOUSING AND URBAN 12 DEVELOPMENT,H.A.C.A.P.OF IOWA 13 CITY, IOWA CITY-LOW INCOME HOME 14 BUILDING DEPT,COMMUNITY FOUNDATION OF 15 Lu JOHNSON COUNTY,SHELTER HOUSE OF IOWA 1 16 CITY, 429 SOUTHGATE, ST.D.H.S. OF IOWA s'• 17 CITY,AND ANY ORGANIZATION PROVIDING C7 c"s Lo 18 .:4_. W FINANCIAL AID THAT RESULTS IN pr:� 19 CRIMINAL ACTS IN THE STATE OF IOWA, 20 OTHERS TO BE AMENDED IN LATER. 21 Defendant 22 NJ E a 23 -`r Internet documents names and description of person of commi t g oj 24 '� Crimes against the people of Iowa City,And Iowa. 25 0 26 \ 3a b 27 ca COPY TO: 11111 :1: CLASS ACTION SUIT FOR PREVIOUSLY NAMED OFFENSES-rule1.261. , 1.262. SUPPLEMENTAL EVDENCE OF CRIMES IN IOWA CITY,And IOWA. - 1 1 Dept of Justice Washington, D.C. 2 PRESIDENT B.OBAMA ( Chicago 3 Resident,Also Washington,D.C. 4 Attorneys for the defendents 5 Local Newspapers andT.V. 6 7 JERrY cO w SQA PRO-SE."NATIVE IOWAN" 10 P.'.BOX 1905 I• A CITY, IOWA 52244. 11 (213-840-2960) 12 13 r1". 14 s -4. rri 15 c CO r) C 16 �'. y.. • 17 - 18 19 3> rri 2C `4 CO --tC) 21 =(F 'a ni 22 :C CD 23 24 25 26 27 28 CLASS ACTION SUIT FOR PREVIOUSLY NAMED OFFENSES-rulel.261. , 1.262. SUPPLEMENTAL EVDENCE OF CRIMES IN IOWA CITY,And IOWA. - 2 /' ��: 33 FILED • t 2014 FEB Ii PM 2: 28 • . '01;\, CITY CLERK IOWA CITY,IOWA .c;_ M "� 4". .- - her ha wit knlitfi while.., pty worh.. � g l,esIng fosse fuels sits on the next to her. . COURTS • to � 7years Heron ring leader sentenced By B.A. Morelli,The Gazette Reade,according to court rier.Appling,who had worked eight others to sell heroin then o documents. part-time as a hair dresser,left his behalf, _ CEDAR RAPIDS—A Chi- • Appling must serve 10 years town and was on the run for more statement.Hii 30 s network people d cago man authorities called the under supervision after his named than a federaar l i er being indictment been leader of an extensive heroin release from prison and pay e who have, been according prosecuted the fed- distribution ring in the Water- a$200 special assessment,ac- that included eight people the in ment. state- loo area was sentenced to more cording to court documents. April 2011,according Several local law enforce- than 27 years in federal prison Appling pleaded guilty to' newspaper. Thursday,according to a state- conspiracy to distribute heroin According to Berry's state- the menaeen ies participated a t dpathein ment from U.S.Attorney Sean and distributing heroin near ment,citing information umbrella iofnvestigation do undRapids Berry. a school Aug.26,according to disclosed at the sentencing Drug Enforcement Cedar Rapids hearing,Appling led an or- stra- Dwayne Appling,37,was Berry's statement. anization that distributed tion Task Force and the Tri- sentenced to two concurrently The case against Appling g Tri- running 327-month prison stems from a March 22,2010, thousands of grams of heroin County Drug Task Force. terms during a hearing in raid on several Waterloo between 2007 and March 2010 Cedar Rapids by U.S.District homes including the home of in the Waterloo areea at least •Comments: (319) erred x177; . Court Chief Judge Linda Appling,according to the Cou- Appling 4 net 1 HEALTH • ^*"4-� with sevPrc , , M... i . � tin +�•r1�+� nrc mnr� nit# City of Iowa laity I ungoing 111VL L1 ,aUU11 I6Ga CiW 1"1/4' • _ _ f Iowa City, Iowa ,,:,_;,...._,. ... , \ ,______ _ Contact Information �.�... eb Policies , City Emplwf e Resources o .-. I.,@i ,: > a�1 isl: iq ,Fy�Gr�r �� g �" t . , i1 = 1 Ongoing Investigations n� r con «Back to Investigations - C) Walgreens Robbery o , �, The cashier reported that a male entered the store, Incident#: '"-' cP approached the register,feigned a small purchase,and Contact Person: Sgt. Denise Brotherton then brandished a large knife as the register was opened. The suspect then reached over the counter and grabbed Contact Phone: (319) 356-5293 an undisclosed amount of money out of the register.He then ran out of the store and was last seen running westbound. i , 1111111 The suspect was described as black male,40-45 years old, ck 6'4"with a slender build,wearing a black coat,fuzzy hat, and a thin mustache.The employee was not injured during INIIIsill this robbery. ' PIMa 1 .1111100 T 1 «Back to Investigations A-Z Index Citizen Service Center Copyright©2006-2012 City of Residents Transit Routes Iowa City E Washington St., Iowa City, Gu News IA 52240 Phone(319)356-5000 Government ment E-Subscriptions Visitors Jobs Calendar Store c...i-- ev r-}:' CZ., CD- rn 27-,_. W w. c..7-- ort c:: (-3y„, y . • O„ D_ W http://www.icgov.org/default/apps/police/investigations.asp?page=2&invID=64 1/14/2014 City of Iowa City 1 Ongoing Investigations ' "6," 1 Al Iowa Ci , Io va _.......___.. , ,„f_, _____ _ ,_..... Contact Information w"Jeb Policies City Empl• Resources - -Z Index .. esidents Business Government Visitors x" -n .11 Q Ongoing Investigations c'� -- r _,, 01 «Back to Investigations '�CT% nC CI vo Eastside Robbery o� N y N co On 9-25-10 at 11:20pm Iowa City Police responded to Incident#: Mercy hospital and spoke with a 48 year old male who was Contact Person: Sqt. Denise Brotherton the victim of an armed robbery and was being treated for minor injuries.The incident had occurred earlier between Contact Phone: (319) 356-5293 10:00pm and 11:00pm.The victim advised he was walking East in the 2800 Blk.of Hwy 6 East when he was approached by three black males who demanded money. He was then assaulted and held at gunpoint.The three assailants were described as wearing dark masks,dark hooded sweatshirts and all dark clothing. One of the males displayed a black handgun and threatened to kill the victim.The suspects all ran east from the location. «Back to Investigations A-Z Index Citizen Service Center Copyright©2006-2012 City of Residents Transit Routes Iowa City 410 E Washington St., Iowa City, Government E-Subscriptions BusinessNews IA 52240 Phone(319)356-5000 Visitors Jobs Calendar Store c_ ^' C r _ s- '--- inc rn ?, r G,: C-- :Z Dz.. it . ---a 04: W AWI c.3 http://www.icgov.org/default/apps/police/investigations.asp?page=6&invID=39 1/14/2014 A City of Iowa City l Ongoing Investigations ióCity, Iowf1;-: - ___ _ dr Contact In • ation - __ ___________. _______ -. - -..Web Policies � Ci Em•lo ee Resources /111/111111 r-a ,r- C, -ri rii Ongoing Investigations --; «Back to Investigations —"I rn South Van Buren St Robbery «_ , The adult male victim reported that he was walking in the Incident#: 500 block of Bowery Street when he was approached by aContact Person: Sgt. Denise Brothers subject who asked the victim if he had a light.The victim said no and the subject walked next to him for a few steps, Contact Phone: (319)356-5293 then reached into the victim's pocket and grabbed his iPod. There was a brief struggle during which the victim was assaulted.The suspect fled the area on foot with the victim's property.The victim sustained minor injuries that did not require medical attention. The suspect is described as a black male in his early twenties,approximately 5'10",wearing a dark colored hoodie. «Back to Investigations Copyright©2006 2012 City of A-Z Index Citizen Service Center Iowa City Residents Transit Routes 410 E Washington St., Iowa City, Business News IA 52240 Phone(319)356-5000 Gove rnment E-Subscriptions Visitors Jobs Calendar Store r., Cr.t ,: c.=- - crc r i c,- -, co O C.. C.J G C.3 http://www.icgov.org/default/apps/police/investigations.asp?page=4&invID=48 1/14/2014 A City of Iowa City 1 Ongoing Investigations " Iowa _ __. , . ,. -A ..----\4... Iowa. City, 3ti Contact Infor � A -."'" 'Web Poli • _ - City Empl e Resources iL I . i " .,:, f'- � 1�a8��... is a�.3-`T�;��F,�.G_ _ n��hj��!'� _ , - : C7� "*'1 ' Investigations Ongoing In g rn «Back to Investigations 7 N Westside Robbery 3' 00 According to the adult female victim, she was in an exterior Incident#: 2011000417 stairway of an apartment building between 722 and 734 Contact Person: Sqt. Denise Brotherton Westwinds Dr,when a man approached her and demanded money.The man then grabbed her purse and Contact Phone: (319) 356-5293 rummaged through it.After taking nothing from the purse the man fled on foot towards Pheasant Ridge Apartments,located to the East of Westwinds Dr. The victim described the suspect as a black male,5010D and 200 lbs.He was wearing a black ski mask,black pants, and a black Carhart style coat. The victim was not injured in the incident. «Back to Investigations A-Z Index Citizen Service Center Copyright©2006-2012 City of Residents Transit Routes Iowa City E Washington St., Iowa City, GuNews IA 52240 Phone(319)356-5000 Government E-Subscriptions Visitors Jobs Calendar c.... _s Store � , , C g f.. Ci.-- Ts g - O W c-: C.7 http://www.icgov.org/default/apps/police/investigations.asp?page=4&invID=51 1/14/2014 A City of Iowa City 1 Ongoing Investigations fir '4i, t9/:- _ _ Iow. _ a Cityr Iowa; ,., 1111 r f'e Contact Irmation .�i•b Poli ; ----� - . - - s or. plo�ee ResduYces nclex • f- esicients�� Business Government Visitors 3:'--1 4n r , '` Ongoing Investigations s • N «Back to Investigations y-- tv co Robbery at Gasby's, 2303 Muscatine Ave Upon arrival,an employee informed officers she had been Incident#: robbed.According to the victim,a black male entered the Contact Person: Sgt. Denise Brotherton store, started a purchase so the register would open,then reached over the counter and grabbed an undisclosed Contact Phone: (319) 356-5293 amount of money.The male then fled the store westbound �. -.ice, I _ on foot. No one was injured during this incident and no • weapon was observed. The suspect was described as a black male,approximately 6'2"-6'4", 220 lbs,wearing a grey shirt,jeans,a blue hat with a white stripe,glasses,and having a mustache. +1 ' "Ii' t`--* —. •, Ilk i, ~ 11 Surveillance Photo «Back to Investigations A-Z Index Citizen Service Center Copyright©2006-2012 City of Residents Transit Routes Iowa City Business News 410 E Washington St., Iowa City, Government E-Subscriptions IA 52240 Phone(319)356-5000 Visitors Jobs Calendar Store c. r —n cr.. rT1 .. co --4,/I D'PZI r http://www.icgov.org/default/apps/police/investigations.asp?page=l&invID=71 1/14/2014 City of Iowa City I Ongoing Investigations - -- • Io ,. wa CityJpw ,___-...„. ,... Contact Information Imo- Web Policies City Employee Resources n ex 1.t i ynts Business Government Visitors 4111 IV 0 Ongoing Investigations >� . � Back to Investigations South Johnson Street Robbery oPo = �, CI The victim told police he had been at walking from the 500 Incident#: > N block of S.Gilbert St to the area of Dodge St and Market Contact Person: Sat. Denise Brothert619 St. at approximately 11:30pm.The victim was walking through alleys and parking lots when he encountered three Contact Phone: (319) 356-5293 men in a parking lot in the 400 block of S.Johnson St. One of the men asked him for a cigarette.When the victim told them he did not have a cigarette the men grabbed him and began to kick and punch him.One of the men then held a knife to the victim's throat while the other two men took the victim's wallet and jewelry.The men then put the victim on the ground and ordered him to stay.The three men then fled on foot, northbound, out of the parking lot. The victim described the three men as black males in their mid-twenties.They were between 5'11 and 6'1, 160-175 lbs,wearing black hats,blue jeans,and dark shirts «Back to Investigations A-Z Index Citizen Service Center Copyright©2006-2012 City of Residents Transit Routes Iowa City E Washington St., Iowa City, Government E-Subscriptions BusinessNews IA 52240 Phone(319)356-5000 Visitors Jobs Calendar Store c> t_r- p CDfI. z`• rn °- <Pc rn fit-- I #- - Cji.. co 6 ;G_., .. C .. D http://www.icgov.org/default/apps/police/investigations.asp?page=6&invID=41 1/14/2014 City of Iowa City I Ongoing Investigations - ' Iowa City, Iowa ,,,, , _,,„ 0 „, _ . Rte.. Contact formation • w ,.�.e-. �.. iieb Pol s'-"-------11111111Wir 'D .� Rmdevee Resi9�rces s 5S; .. ; Government vlsitors : .--§ ' Ongoing Investigations ' 0-1sc 7-9 r T' i�� «Back to Investigations -sem . CO SE Side Purse Snatching According to the victim,she was exiting her vehicle when Incident#: she was approached by a male who asked her for a Contact Person: Sqt. Denise Brotherton cigarette.The victim told him she didn't have one and continued getting her baby out of the car.As she was Contact Phone: (319) 356-5293 doing this the suspect grabbed her wallet from her hand and fled on foot in a northeastly direction. Once officers determined where the incident had occured,they responded to the area but did not locate the suspect. The suspect was described as a black male in his late 20's,510",thin build with brown eyes and black hair. He was last seen wearing black jeans, black shoes and a red stocking cap with a black hoodie pulled up over his head. An undisclosed amount of cash was taken by the suspect in addition to the wallet. Neither the victim nor the baby were injured during the incident. «Back to Investigations Copyright©2006 2012 City of A-Z Index Citizen Service Center Iowa City Residents Transit Routes 410 E Washington St., Iowa City, BusinessNews IA 52240 Phone(319)356-5000 Govveernment E-Subscriptions Visitors Jobs Calendar Store !1• r---' G, r_ (i r n C]— co =. I C)-. Cn',- r. CO W 7>C: CA) -.-a http://www.icgov.org/default/apps/police/investigations.asp?page=5&invID=47 1/14/2014 • e CIVIL PROCESS WORKSHEET JOHNSON COUNTY SHERIFFS OFFICE•PO BOX 2540,511 S CAPITOL ST, IOWA CITY, IA 52244-2540•(319)356-6030 PLAINTIFF: BOKASSA, JERRY Docket No 14-00059 State IOWA vs. Court No County JOHNSON DEFENDANT: HOUSING AUTHORITY OF IOWA C Ref No Received 01/07/2014 DEFENDANT: COMMUNITY FOUNDATION OF JOI DEFENDANT: SHELTER HOUSE DEFENDANT: DHS/FOOD STAMP PROVIDERS DEFENDANT: HACAP Requestor(s) Phone o BOKASSA,JERRY (213)840-2960 PO BOX 1905, IOWA CITY, IA 52244 *n c— Name HOUSING AUTHORITY OF IOWA CITY Zone Party Type DEFENDANT Phone Fax 1 J i Address C/O MARIAN KARR <� r 410E WASHINGTON ST r' IOWA CITY IA 52240- w E-Mail Employer Comments MNI Information Race Sex Birth Date Age Hair Height Weight SSN Eyes Skin DL No Notes Documents Document Serve by Date OE PSR Description/Special Instructions ORIGINAL NOTICE ❑ ❑ Service Information Date I v\ Time V2 Type L. 1 VT Party }� C�V''‘Ck j/) � V�/ Relationship (, �'-k ,QV Race r Sex ' DOB Location l'\ 10 C--, LiVack VIati /` Miles 7) Fee Officer �. Attempts Log Date Time Server Notes Date Time Server Notes Notes: Printed:Tuesday,January 07,/2014 Johnson County Sheriffs Office Page 1 of 1 Cc- , /-� fnaKC� cA C 11/1 • • ORIGINAL NOTICE TO THE ABOVE NAMED RESPONDENT: You are notified that a Petition has been filed in the office of the clerk of this court naming you as the respondent in this action. A copy of the petition (and any documents filed with it) is attached to this notice . The attorneys for the petitioner are J rie"-Lti3,2e4 whose address is t?v,/3(s)c., t4.4 - e Fig( 5A.t-'t`b`i'-neys' phone number is 21 3 ` id;),q4 Q ; facsimile number You must serve a motion or answer within 20 days after service of this original notice upon you and, within a reasonable time thereafter, file your motion or answer with the Clerk of Court for Johnson County, at the county courthouse in Iowa City , Iowa. If you do not, judgment by default may be rendered against you for the relief demanded in the petition. If you need assistance to participate in court due to a disability, contact the disability coordinator at : 319-398-3920 ext : 1105 . Persons who are hearing or speech impaired may call Relay Iowa TTY (1-800-735-2942) . Disability coordinators cannot provide legal advice . rAliI 6.1:•ON / CLERK .Y THE . • :OVE COU"7 JOHNSON COUNTY , IOWA IMPORTANT YOU ARE ADVISED TO SEEK LEGAL ADVICE AT ONCE TO PROTECT YOUR INTERESTS. N . O r =+c3 -4 ;{m = v c,, . . y • 1 JERRY BOKASSA-PRO-SE P.O.BOX 1905 2 IOWA CITY, IOWA.52244 3 e.1.). IN THE IOWA DISTRICT COURT FOR JOHNSON COUNTY 4 5 t� lJ Ac�VT� rO� JERRY BOKASSA,On Behalf of Himself Case No. : 6 And ALL Others Simimilary Situated. CLASS ACTION21:40,Complicity 7 45:5, 45: 6, 45: 8 .Aiding and Abbeting. Plaintiff, Arm-Robbery,Murder,Burglary,Home 8 invasions.Terrorist threats of vs. Murder. 9 $50, 000, 000, 00 Fifty million dollars HOUSING And Urban for mental and physical 10 damages,destruction Development,H.A.C.A.P.of Iowa City, environment,busines's by indigents 11 and KNOWN FELON' S. Iowa City Low-Income Home building 12 Dept,Community Foundation of Johnson 13 County.Shelter House of Iowa city, 14 � ' 429 Southgate st.D.H.S. of Iowa City, tr 15 And Any Organization providing .M 16 Z Financial Aid that results in 17 Criminal Acts in the Ste of IOWA. CL�RKOFD15'11C� ]' 18 Others to be amended in later. COURT 19 20 © r 9C" a 21 z 4mm Defendant C)-‹ $ rm.22 ll Q 23 --VD JURY TRIAL REQUESTED. . 24CLASS ACTION21:40,Complicity w 25 45: 5, 45: 6, 45:8.Aiding and Abbeting. 26 Arm-Robbery,Murder,Burglary,Home invasions.Terrorist threats of Murder. 27 $50, 000, 000, 00 Fifty million dollars 28 for mental and physical damages,destruction environment,busines's by indigents and KNOWN FELON' S. - 1 • 1 I, JERRY BOKASSA, Declare as follows: 2 1. The placement of these people from America"s Slums in Iowa City, Iowa. 3 Or any where outside there home towns with out regards to other 4 Americans safety is a Crime in it self. After spending long periods 5 In America' s prison systems to place them in a place like Iowa City, 6 Iowa is like placing a FOX in a chicken COOP.There is no intent of 7 Changing there Criminal mind set.Life time of criminal act that 8 Comtinue' s in Iowa City. 9 There for it should be the responsibility of those who are paying 10 There RENT,ELECTRIC and WATER BILLS Bills to also PAY for there 11 CRIMINAL BEHAVIOR. With out WELFARE assistance thay could not live 12 Here ,and only in AMERICA'S SLUMS. 13 14 I am asking the court for an injunction to STOP ALL FINANCIAL 15 Payments of RENT, ELETRIC AND WATER BILLs Until The VICTEM's Like 16 Me Are PAID Or Settlement made. 17 Be for WE have a mass shooting or One of IOWA CITY POLICE OFFICER'S Is 18 KILLED during a routine car stop. e.a 19 O r 20 D z 21 JERRY BOKASS of Oskaloosa,. rTaa, 1639 P.O.Box 1905, Iowa City, Ia. 8 4 3 IN 22 (213-840-2960-cell) .� _ 23 ! 24 CLASS ACTION21:40,Complicity P.M 25 / 45:5, 45: 6, 45:8.Aiding and Abbeting. 26 RK Arm-Robbery,Murder, Burglary,Home invasions.Terrorist threats Oof'�L�1 ` 27 $50, 000, 000, 00 Fifty million dollars COU 28 for mental and physical damages,destruction environment,busines' s by indigents and KNOWN FELON' S. - 2 CIVIL PROCESS WORKSHEET JOHNSON COUNTY SHERIFFS OFFICE•PO BOX 2540,511 S CAPITOL ST, IOWA CITY, IA 52244-2540•(319) 356-6030 PLAINTIFF: BOKASSA, JERRY Docket No 14-01078 State IOWA vs. Court No LACV076104 County JOHNSON DEFENDANT: KARR, MARIAN Ref No Received 03/12/2014 DEFENDANT: MEARDON LAW FIRM OPPOSITION TO REQUEST Requestor(s) Phone BOKASSA, JERRY (213)840-2960 PO BOX 1905, IOWA CITY, IA 52244 Name KARR, MARIAN Zone Party Type DEFENDANT Phone Fax Address 410 E WASHINGTON d O IOWA CITY IA 52240- zEn a E-Mail n•< -- Employer rirl Comments m MNI Information a: — Race Sex - co Birth Date Age Hair Height Weight SSN Eyes Skin DL No Notes Documents Document Serve by Date OE PSR Description/Special Instructions OTHER ❑ ❑ Service Information Date \ J C\ Time \ Type �� ` GO V I Party , i �`1 -le kir, AY' L Relationship D ,0c,(i-ce C Ki «-- Race /- Sex DOB Location k-\ ` C t its v)�fit CJ/\ S I Miles "–/- Fee Officer , Attempts Log Date Time Server Notes Date Time Server Notes Notes: Printed:Wednesday,March 12,2014 Johnson County Sheriffs Office Page 1 of 1 • • , . U" - . 1 JERRY BOKASSA,PRO-SE11111 . P.O.BOX 1905 2 IOWA CITY,IAS'.52244 ' rY (213-840-2960-cell) • 4 x- CD 3C 5 n >74 53 r1-G C_bi4L 6 IN THE IOWA DISTRICT COURT IN AND FOR JOHNSON COUNT�� -Wv UGm 7 JERRY BOKASSA,ON BEHALF OF HIMSELF O U 8 AND ALL OTHERS SIMILARLY SITUATED. > (.0co 9 10 ) Case# LACV076104 Opposition 'to request for • . 11 , ) Dismissal by All defendants • Attorneys.IOWA TORT GUIDE-5T" ED. • 12 Vs ) 14.28,Iowa Code: 670.1 (4) 41 13 HOUSING and Urban Development, ) qavoi., -IA X114 H.A.C.A.P. of Iowa City, Iowa City ) 31,4- `2e,AAeAtx -6vL Pplic4- • 15 Low-Income Home building Dept,Comm- ) ✓DtA r 14 16 Unity Foundation Of Johnson 17 County,Shelter House of Iowa City,429 1\.., 18 Southgate st,D.H.S. Of Iowa City,And c: A 1/2) Ls-- ..r.:, '19 _ Any Organization Providing Aid that • • • • 33--•X :� N we% r Jj' 20 results in Criminal Acts in the �- tsu •--r 21 State of IOWA.Others to be amended in c_..p v C_' N :n t 22 later. {c-. .„..�.. 23 . ... ............................ ............24 Defendan S • 25 26 e .ode:670.1(4) Tort, Iowa e of s Mones, 27 28 1 . . , 87 (Iow1971) , n intrpeting he Muniipl Tort 'h130f`c-2_.. C [Pleading Title] - C. hn• \o.p Si.,,,a. - 'i • (72' 1 Cl9ims Act, stated:We assume the legislature knew the existing state 2 Of th4 law and prior interpretation of similar statutory provisions. • 3 We assume,too its use in terms was in the accepted judicially 4 Established context unless there is clear evidence to the contrary. 5 6 In this opinion that means that when the Government began building 7 "SLUMS" 8 In places like Las Vegus,Nevada,Port land,Oregan.ALASKA.that 9 The "BLACK and MEXICANS GANGS" would invade the places 0T ^a r:.e Ui vi %4 e,- C esI,, 10 And set up "Drugs"centers. As thay did in Los Angele' s And Chicago. 11 This along with "MURDERS And ROBBERYS" Being African American I knew 12 It would happen, I Spent 30-years in California paying Child -support 13 and doing Union 14 Construction And as a Union Carpenter.$35.00-per-hr.Iowa City did not 15 Have "BLACK"crime problem until the Government Build A"SLUM"here. 16 And It Must Be "STOP" at ALL cost. "ASK NOT WHAT YOUR COUNTY CAN 17 DO FOR YOU,BUT WHAT YOU CAN DO FOR YOUR COUNTY" "J.F.K." That means "IOWA" 14.4 18 I see "NO" excuse for the "BLACK" condition We must all beeespooible. mEn z! 19 1.Injuction to stop all "section 8 and housing payments. D-1 55 —71 c,-C -- 20 20 --r C'3 (. 21 MEGA BUS TICKETS OUT. O 22 CJ . cA 23 24 25 11111111 26 JERRY :0 'SS•FPro-Se,BLACK PANTHER, Unio Carpenter,Home-Builder.Oskaloosa 27 Ia,NATIVE 28 P.O.Box 1905 [Pleading Title] - 2 i • s 01 FEB 17,2014 0 2 JUDGMENT FOR RELIEF SOUGHT: 3 4 5 The list of "VICTIMS" the are still being gather consist of the Land- 6 lord that was kill during a robbery gone bad, PAUL's hardware store, 7 And "ARBY restaurant in Iowa City Business's that have lost money due to 8 The "SLUM" tenants who have driven out paying customer's such as "BAR'S. 9 Thay are afraid to say It directly because thay don't want to "LABEL" 10 RACIST so I will.rOne "BLACK" drinks one beer in 45-minutes drives out 11 $100,200. In white drinkers. The money will go to compensate the los 12 "Emotion distress, lost of love ones included.Street victim's Crirdg's byTi 13 "Known "felon's. from sy "America Slum's" 7:;•=1 = 14 C'a-< C� F -d r) 15 :<:1,7T-; 'O ril,I ...AP' FEB 17,2014 16 ' b ,...),Avc1 oz, 18 ' f l 19 1M,a- Ai crj ---- 1 ' MICIrilk.-4 .,C.r--- . 2 M ,a- 20 21 JERRY ROKASSA-PRO-se. 22 L �/'' ,.23 nG � Or_ o kii 24 {� tr,'' CDc. rn 25 o v: --a f Com` =:-`7,-' 26 �" �" -Fa27 �` -' Lc CO 28 0 U D ()Ct" /-/,-- tieti 44 0 [Pleading Title] - 1 1 1 JERRY BOKASSA-Pro-Se P.O.Box 1905 2 Iowa City,Ia..52244 (213-840-2960,CELL) 3 4 IN THE IOWA DISTRICT COURT IN AND FOR JOHNSON COUNTY 5 6 JERRY BOKASSA-Pro-Se,On behalf of ) Case No. : LACV076104 7 ) Himself And ALL Others simimilary ) CLASS ACTION SUIT FOR PREVIOUSLY 8 ) NAMED OFFENSES-rule1.261. , 1.262. Situated, ) SUPPLEMENTAL EVDENCE OF CRIMES IN 9 ) IOWA CITY,And IOWA. Plaintiff, ) 10 ) Vs. ) � _ 11 ) -r' HOUSING AND URBAN r ' W ' �•_ c. DEVELOPMENT,H.A.C.A.P.OF IOWA pi;. • 13 `.. CITY, IOWA CITY-LOW INCOME HOME ' t 14 BUILDING DEPT,COMMUNITY FOUNDATION OF fc'= N 15 rte' JOHNSON COUNTY,SHELTER HOUSE OF IOWA 16 CITY, 429 SOUTHGATE,ST.D.H.S. OF IOWA o 17 CITY,AND ANY ORGANIZATION PROVIDING CD _ 18 D� A FINANCIAL AID THAT RESULTS IN n-C _ F 19 --I C) CRIMINAL ACTS IN THE STATE OF IOWA, ;Crn -13 111 20 p OTHERS TO BE AMENDED IN LATER. 21 CO Defendant CD 22 23 Internet documents names and description of person of committing 24 Crimes against the people of Iowa City,And Iowa. 25 26 • 27 COPY TO: 28 CLASS ACTION SUIT FOR PREVIOUSLY NAMED OFFENSES-rulel.261. , 1.262. 4 SUPPLEMENTAL EVDENCE OF CRIMES IN IOWA CITY,And IOWA. - 1 1 Dept of Justice Washington,D.C. 2 PRESIDENT B.OBAMA ( Chicago 3 Resident,Also Washington,D.C. 4 Attorneys for the defendents Local Newspapers andT.V. 6 ///// c1))00 J Y 0 SSA R - " P O SE. NATIVE IOWAN" 10 P.O.BO 1905 IOWA CITY, IOWA 52244. 11 (213-840-2960) 12 13 14 -n • `i (2), p1 t_, am 17 -_ 18 19 20 21 a 'rte 3. L,r D—I PZ1 — r 23 w ;{,1 -0 a 25 C..co) 26 27 2`i CLASS ACTION SUIT FOR PREVIOUSLY NAMED OFFENSES-rule1.261. , 1.262. SUPPLEMENTAL EVDENCE OF CRIMES IN IOWA CITY,And IOWA. - 2 1 f - I _ _ • .i r!4&f , 1 _ .. ,.... .4, \i/ -111111111111 Contact Information - -- -`' - .x...----,---t-- --- sem �r:t_ :—a Web Policies , - __-,. .;;.a;CI Em•to ee Resources ::tiny;_ -- •,_ _-- -- •s - t. .; IIMr Ongoing Investigations <:Back to Investigations Walgreens Robbery The cashier reported that a male entered the store, Incident II: approached the register,feigned a small purchase,and Contact Person: Sgt. Denise Brotherton then brandished a large knife as the register was opened. The suspect then reached over the counter and grabbed Contact Phone: (319) 356-5293 an undisclosed amount of money out of the register.He ! X1-1 . .,,, then ran out of the store and was last seen running westbound. ->T.- rt. -? . The suspect was described as black male,40-45 years old, -. ` I`; : • si 6'4"with a slender build,wearing a black coat,fuzzy hat, ,-7-,-. t1 -------•------• -- and a thin mustache.The employee was not injured during , ; r. j,4 tom.az Al- hyo yyif this robbery. Y , `€2eS3 = 't*..-- i' s i t-, :, r• y: •w•--r.i. �+. tz i.9 r � s i 5` 1•-1- . s Y C u Back to Investigations A-Z Index Citizen Service Center Copyright©2006-2012 City of Residents Transit Routes Iowa City Business News 410 E Washingtonrt., Iowa City, GovernmentE Subscriptions IA 52240(hone 0)356-5000 - -I-- Visitors Jobs ._ -T1 Calendarrn E� Store <- c > IN)- . a G o • C7 A ) +'c — —ac) w r... � �, "'V r .rte w • m htp://w w.icgov.org/default/apps/police/investigations.asp?page=2&invID=64 1/14/2014 LILY W. tvwa%-.lL.y I iiijjvi=,b All.%..,..=6....=...__., • • • Iowan , Iowa WM. ContactInformation Web Policies ... _ a • Ci m E •lo ee Resources Ongoing Investigations «Back to Investigations Eastside Robbery On 9-25-10 at 11:20pm Iowa City Police responded to Incident#: Mercy hospital and spoke with a 48 year old male who was Contact Person: Sqt. Denise Brotherton the victim of an armed robbery and was being treated for minor injuries.The incident had occurred earlier between Contact Phone: (319) 356-5293 10:00pm and 11:00pm.The victim advised he was walking East in the 2800 BIk. of Hwy 6 East when he was approached by three black males who demanded money.He was then assaulted and held at gunpoint.The three assailants were described as wearing dark masks,dark hooded sweatshirts and all dark clothing.One of the males displayed a black handgun and threatened to kill the victim.The suspects all ran east from the location. «Back to Investigations A-Z Index Citizen Service Center Copyright©2006-2012 City of Iowa City Residents Transit Routes Business410 E Washington St., Iowa City, Government E-Subscriptions Eews IA 52240 Phone(319)356-5000 Visitors Jobs Calendar Store C, co _ 4 1.17 -�C) w M (27. W 03 http:/iwww.icgov.org/default/apps/police/investigations.asp?page=6&invID=39 1/14/2014 i�J iv..... _--J 1 . _ : _ . wa i -- - Iowa „_,.-- ----- _ - won Contact In a ation -� Web Policies '.i"..P7j*421;iaa2W114741111.1.1111121L'IriL. - -,. _ - _ • '.,_-.:--.:; :,: Ci Em.lo ee Resources Ongoing Investigations ijVLLQ- xBack to Investigations South Van Buren St Robbery The adult male victim reported that he was walking in the Incident#: 500 block of Bowery Street when he was approached by a Contact Person: Sqt. Denise Brotherton subject who asked the victim if he had a light.The victim said no and the subject walked next to him for a few steps, Contact Phone: (319)356-5293 then reached into the victim's pocket and grabbed his iPod. There was a brief struggle during which the victim was assaulted.The suspect fled the area on foot with the victim's property-The victim sustained minor injuries that did not require medical attention. The suspect is described as a black male in his early twenties,approximately 5'10",wearing a dark colored hoodie. ;C Back to Investigations . Copyright©2006-2012 City of A-Z Index Citizen Service Center Iowa City Residents Transit Routes 410 E Washington St., Iowa City, Business News Government E-Subscriptions IA 52240 Phone(319)356-5000 Visitors Jobs Calendar StoreI' ry G: c_, U) ` rrl -; CV (--) 1 C)' Cl J C- _ t cam.. 0 -7:C-.3- -=t `Tl =a c-) w r` r— r • cit = zx• _ D ca co http://www•icgov.org/default/apps/police/investigations.asp?page=4&invID=48 1/14/2014 r aim ;,., FILED, D ' ��''�F• SB ` L U"1 • 1014 MAR 13 PM 138 ' 3Gcj,tS • CITY CLERK ' • • IOWA CITY. IOWA ' • • • - i . . • 1 1 ', r tiV' • •••!,. . ' a y . -•,SC - •,;;.• , "�•'Y S osSllrilfels'lst>s on'thel., ::next"rtol,�er..' ,r+. . :v:i)•=!':*.��t 4:-...:'+.1hz%,;*rt�I r r•o1, u:"•'!!•..7:*--. ...f,'' �7 .,:..-. • .:.•':Y-:..4 •fid•' ".:: • - . 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N/ 1114Y .•�� .. -trF_�.. �.t �,,,i�v,:�►:aeua i�fe'1' 1%. tl�.., +• 4 .,.,w:+ ;13,i.:,e.r..i J.i.t Lay 01 Iowa Lily I ungoing lllvcaiigauuiiJ - g, 1;•"••lw1e...8.4•1.7G4, ..••.e.1tir :-:� Iowa ...": /, '7 L--------\ Contact Infor zvia�i= 3 ._..-.._ . 11 � ,; -_- --t=.- �. .... - •, -Web Policies ,•,- • _ •,j -_�•._ • .! .-� Ci Em•lo ee Resources -1 4}-.�.i:t i'i� - In w.. ,C 4�. -i' •d`6 Jrri-., 't -,:G 9I ff{t*:.? &i.4'§_.�i- jR? __- fly L - : - Ongoing Investigations u Back to Investigations Westside Robbery According to the adult female victim,she was in an exterior Incident#: 2011000417 stairway of an apartment building between 722 and 734 Contact Person: Sot. Denise Brotherton Westwinds Dr,when a man approached her and • demanded money.The man then grabbed her purse and Contact Phone: (319)356-5293 rummaged through it.After taking nothing from the purse the man fled on foot towards Pheasant Ridge Apartments,located to the East of Westwinds Dr. The victim described the suspect as a black male,50100 and 200 lbs.He was wearing a black ski mask,black pants,and a black Carhart style coat. The victim was not injured in the incident. a Back to Investigations A-Z Index Citizen Service Center Copyright©2006-2012 City of Residents Transit Routes Iowa City Business News 410 E Washington St., Iowa City, Government E-Subscriptions IA 52240 Phone(319)356-5000 Visitors Jobs • Calendar Store _i-- i- c-, ' r. O' _, -, r o, 1 CD - -.r N -Z T �--.4 . ■ 1 C,-1( w r rrn m • a s co • • http://www.icgov.org/default/apps/police/investigations.asp?page=4&invID=51 1/14/2014 a' ----:-...- . ,'--,--.. o s . '„ia,:,.. - ,-----:-,7„.,... .zic; _ . ._ ---. -- •-- • . -- ."-4-' ".':- ' - '-''''.''.'-'-'r----'-- ' .' ': -7g3.1 -,t4i.1 - - - •- Contact Information -. eb Policies , "1-2;14;37t - v `5-;, R * • _ - Ci Em.lo ee Resources , inde .-{ "" ide e,�- tEtus_tpes -4 Goy nirn �-i sI ..,—,'._t Ari`}.. ...„3L' _. Ongoing Investigations ) «Back to Investigations Robbery at Gasby's, 2303 Muscatine Ave L_ Upon arrival,an employee informed officers she had been Incident#: robbed.According to the victim,a black male entered the Contact Person: Sgt. Denise Brotherton store,started a purchase so the register would open,then reached over the counter and grabbed an undisclosed Contact Phone: (319)356-5293 amount of money.The male then fled the store westbound t 4 on foot. No one was injured during this incident and no ' ``°` � t z .'r ,-'. weapon was observed. r yt ? -- _ •e' W-'4. • .. +�7.••Te rb I L r. 4 The:suspect was described as a black male,approximately a i u �` F 6'2"-6'4",220 lbs,wearing a grey shirt,jeans,a blue hat . .. y -5;_ with a white stripe,glasses,and having a mustache. a s -'p a 4 t. iii • _. x, . via, . _ � : , a ••...t %r :` Surveillance Photo «Back to Investigations A-Z Index Citizen Service Center Copyright©2006-2012 City of Residents Transit Routes Iowa City BusinessEews 410 E Washington St., Iowa City, Government E-Subscriptions IA 52240 Phane`(319)356-5000 Jobs o Visitors _ Calendar Store c :I- C.J v. c- H O i . CD -:, - —;1 c) to c.i - o xi _ Mc in z; w b http://www.icgov.org/default/apps/police/investigations.asp?page=1&invlD=71 1/14/2014 • 0,7:,:47..„,,te, ::,,.:•.:::::,..,_ _••:.,__....,:._:. _„.:7...w..,. „.5..1.41:::„...,„.y.„.::„.w.:,....„.v, 61 .„ ____ •.„„..., Cif- .a.:. 1"1,;i1. : - :1- '. Dwa __ _ _ .., - - ty .:,.., _ :. Contact Information -.,--r"----:- tee-- — - 7-- Web Policies -.a- ' 2 i174, ,tr __ �– .tie A t 5 Ci Em.lo ee Resources 1 i Y�` -. 3• -• CK LTi. S A Intle s d=nL `= 8,sirte -Go emmen si o Ongoing Investigations «Back to Investigations South Johnson Street Robbery The victim told police he had been at walking from the 500 Incident#: block of S.Gilbert St to the area of Dodge St and Market Contact Person: Sot. Denise Brotherton St.at approximately 11:30pm.The victim was walking through alleys and parking lots when he encountered three Contact Phone: (319) 356-5293 men in a parking lot in the 400 block of S.Johnson St.One of the men asked him for a cigarette.When the victim told them he did not have a cigarette the men grabbed him and began to kick and punch him.One of the men then held a knife to the victim's throat while the other two men took the victim's wallet and jewelry.The men then put the victim on the ground and ordered him to stay.The three men then fled on foot,northbound,out of the parking lot. The victim described the three men as black males in their mid-twenties.They were between 511 and 6'1, 160-175 lbs,wearing black hats,blue jeans,and dark shirts «Back to Investigations A-Z Index Citizen Service Center Copyright©2006-2012 City of Iowa City Residents Transit Routes 410 E Washington St., Iowa City, Govviness ernment E-Subscriptions uNews IA 52240 Phone(319)356-5000 G Visitors J obs Calendar Store t_r-_ r,..) G7: --n m :7)• 1 - 6' cl C-- D N 25 4 mc b� b :4 C) .w r"` CA) u.D http://www.icgov.org/default/apps/police/investigations.asp?page=6&invID=41 1/14/2014 - .1LJ Vl It,vv'.'-.. y I vubv...b aa.••+..•-.a-__-__- • ft; -- • Contact Information — ••- Web Policies ` 7Ts" a t • Ci Em•lo ee Resources , p-L Inde 0esideni. E aus n ovemmentY, • sl o -fn Ongoing Investigations <:Back to Investigations SE Side Purse Snatching According to the victim,she was exiting her vehicle when Incident#: she was approached by a male who asked her for a Contact Person: Sqt. Denise Brotherton cigarette.The victim told him she didn't have one and continued getting her baby out of the car.As she was Contact Phone: (319) 356-5293 doing this the suspect grabbed her wallet from her hand and fled on foot in a northeastly direction.Once officers determined where the incident had occured,they responded to the area but did not locate the suspect. The suspect was described as a black male in his late 20's,510",thin build with brown eyes and black hair. He was last seen wearing black jeans,black shoes and a red stocking cap with a black hoodie pulled up over his head. An undisclosed amount of cash was taken by the suspect in addition to the wallet. Neither the victim nor the baby were injured during the incident. a Back to Investigations AA=Z Index Citizen Service Center Copyright©2006-2012 City of Iowa City Residents Transit Routes 410 E Washington St., Iowa City, Govvernmm n ent E-Subscriptions unNewsIA 52240 Phone(319)356-5000 • G Visitors Jobs Calendar Store <—I r—.) G'1o Cr r I OC co ��. N n-< owes —+� w r.°. A c.) CO http://www.icgov.org/default/apps/police/investigations.asp?page=5&invID=47 1/14/2014 - -••- ..J I v115_,mE,1u•vs,6.b.. ..,. -.-... 1 § Way .F._:.•...,. •4..4 ••0 - a..-43.,-.- :-- -----• - : -z• -•:,;'-',•• :--•- — •- •• •4•=:• ---1-•-•-•-,-••:-- --.4:'-'1::14:,5: 11;.-'7 • `,o,,;, -�w F �,.,,_•�_�.- —- Contact Inform on -_c'-'- - _ ,f. ',, �.�� .�,,,,a . ;» - :j Web Policies L %_ Qom•- -mo o-_'.: '' = .: _ '__�- =-=-= - :-;. W� ......b...,......: = ;:;_..Ci Em•lo ee Reso • I' Ongoing Investigations <:Back to Investigations Robbery at Gasby's, 2303 Muscatine Ave • Upon arrival,an employee informed officers she had been Incident;: robbed.According to the victim,a black male entered the store,started a purchase so the register would open,then Contact Person: Sqt. Denise Brotherton reached over the counter and grabbed an undisclosed Contact Phone: (319)356-5293 • amount of money.The male then fled the store westbound r.,-; . on foot.No one was injured during this incident and no - �'''°�t, � ' 42 f} weapon was observed. _ I pit 11-a ...„±„,,-.,.....„..„.` • ,tet•�•- The suspect was described as a black male,approximately • ?`•� ` ' 6'2"-6'4",220 lbs,wearing a grey shirt,jeans,a blue hat . __7:1;+.1..„ •�. Y • ;a: te r } with a white stripe,glasses,and having a mustache. .,'t - ',: .a,, rw.- • • $ • •--r r • s • Surveillance Photo <cBack toInvestigations • • A-Z Index Citizen Service Center Copyright©2006 2012 City of Residents Transit Routes Iowa City Business News 410 E Washington-St., Iowa City Government E-Subscriptions IA 52240 Pho0eR3. 10)F356-5000 Visitors Jobs o PI G Calendar - a= Store • cc), -1-1 ,.- : r - - y. :X. • D PO • O)� - 'V •. a . n� II I, • • ,.-<„..r--~hCo • Ob w • 1 • • http;//www.icgov.oredefault/apps/police/investigations,asp?page=l&invID=71 1/14/2014 I • I 744_..1-4.,j77:Valellit._?-1...:':ZA:'.4..Z ..-F.L.1V VYLL v1L.• 1 V11VVL.15 ,,,(VJ ue.tiuva.as I - YS"i='• :'��.a•`.,tw-,ti-..r-t=K: 2,_ :. .•,.:.sI C..re_ � " i, .r .:^ ; - r L fr'•3•cs'-ay. ii-----:- w-ar-1- -- - 1 �!• z �.• , rt.,......_,......-..r.... . . .- •t:'. - .0--.- - 7.T' xe'-_::•r.: Contact Information `, .-`�-c-�7,=® z- ,. ..�a.�� :.,,. t<:,� , :. ,: .=. :. T.. .� r _ F=.. Web Policies \ .- -�: =-'`= r =z= _ -_z-=Z -__t-_-- . �_-•=•-= .-�.Ci Ern eeResour • _Y;, ', 1nie fit_ -3.::::°:... imp-- 841-6 ��``_-G-Q Q. - v L �.ts . r=== _ ._:...4,.._......._.....—___-----7 ,.----_-_—.-, --: �_T_-: .-- __ ��_ may, \ Ongoing Investigations . 1 < Back to Investigations • South Johnson Street Robbery The victim told police he had been at walking from the 500 :Incident#: block of S.Gilbert St to the area of Dodge St and Market Contact Person: Sqt Denise Brotherton St.at approximately 11:30pm.The victim was walking through alleys and parking lots when hp encountered three Contact Phone: (319)356-5293 men in a parking lot in the 400 block of S.Johnson St.One • of the men asked him for a cigarette.When the victim told them he did not have a cigarette the men grabbed him and • began to kick and punch him.One of the men then held a knife to the victim's throat while the other two men took the victim's wallet and jewelry.The men then put the victim on the ground and ordered him to stay.The three.men then fled on foot,northbound,out of the parking lot. • • The victim described the three men as black males in their mid-twenties.They were between 511 and 61, '160-175 lbs,wearing black hats,blue jeans,and dark shirts «Back to Investigations • A-Z Index Citizen Service Center Copyright©2006-2012 City of Resiients Transit Routes Iowa City Business • News 410 E Washington St., Iowa City, Government E-Subscriptions IA 52240 Phone(319)356-5000 Visitors Jobs Calendar Store , c., ..t-- na - o Q . . -- N ;,':. I < C91 a ,- -may CD W >15.4 rV . d1i� . .y I . w. ko • http://www.icgov.org/default/apps/police/investigations.asp?page=6&invID=41 1/14/2414 ' - IN THE IOWA DISTRICT COURT FOR JOHNSON COUNTY THE BANK OF NEW YORK MELLON FKA THE BANK OF NEW YORK, AS TRUSTEE EQUITY NO. l ( 5C) FOR THE CERTIFICATEHOLDERS OF THE CWABS, INC.,ASSET-BACKED ORIGINAL NOTICE CERTIFICATES, SERIES 2006-17, Plaintiff, Process Server: lit Libdki VS. Time:It 10 Date: Address of ServecSJO rct ►"q$°'‘. MOHAMED ALI, Person served: Cla v ��__ �I/i a NAGWA IBRAHIM, {6 Personal []Substitute []Posted []Corporate CITY OF IOWA CITY, MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC., ACTING AS NOMINEE FOR COUNTRYWIDE HOME o LOANS, INC., D r? STATE OF IOWA, 'f AND PARTIES IN POSSESSION, -< <1 Defendants. ca 73 TO THE ABOVE-NAMED DEFENDANT(S): o You are notified that a Petition has been filed in the office of the Clerk of this Court, naming you as a Defendant in this action. A copy of the Petition (and any documents filed with it) are attached to this notice. The attorney for the Plaintiff is Brian G. Sayer of the law firm of Klatt, Odekirk, Augustine, Sayer, Treinen & Rastede, P.C., whose address is 925 E 4th St., Waterloo, Iowa 50703. That attorney's phone number is (319)234-2530; facsimile number(319) 232-6341. You must serve a motion or answer within 20 days after service of this Original Notice upon you and, within a reasonable time thereafter, file your motion or answer with the Clerk of Court for Johnson County, at the Johnson County Courthouse, in Iowa City, Iowa. If you do not, judgment by default may be rendered against you for the relief demanded in the Petition. If you need assistance to participate in court d. - • a disability, call the disability coordinator at 319-398-3920 x110.0?Persons who are he. ing o speech impaired may call Relay Iowa TTY (1-800-735-2942). Disability coordinators ca'not ri ide le I advice. L AI -giali, /,.VI ,� " ler o ourt �lea4 Johnson County /f: Iowa City, Iowa IMPORTANT: YOU ARE ADVISED TO SEEK LEGAL ADVICE AT ONCE TO PROTECT YOUR INTERESTS. ri f'/t ci r1 c'e IN THE IOWA DISTRICT COURT FOR JOHNSON COUNTY THE BANK OF NEW YORK MELLON FKA THE BANK OF NEW YORK, AS TRUSTEE EU I �� n /� FOR THE CERTIFICATEHOLDERS OF THE � V L) ( Qc L/ CWABS, INC., ASSET-BACKED ORIGINAL NOTICE CERTIFICATES, SERIES 2006-17, Plaintiff, vs. o ?„,g MOHAMED ALI, NAGWA IBRAHIM, c�-) C r CITY OF IOWA CITY, -4n c71 MORTGAGE ELECTRONIC -t 377 0 REGISTRATION SYSTEMS, INC.,ACTING ry AS NOMINEE FOR COUNTRYWIDE HOME LOANS, INC., 0.1 STATE OF IOWA, AND PARTIES IN POSSESSION, Defendants. TO THE ABOVE-NAMED DEFENDANT(S): You are notified that a Petition has been filed in the office of the Clerk of this Court, naming you as a Defendant in this action. A copy of the Petition (and any documents filed with it) are attached to this notice. The attorney for the Plaintiff is Brian G. Sayer of the law firm of Klatt, Odekirk, Augustine, Sayer, Treinen & Rastede, P.C., whose address is 925 E 4th St., Waterloo, Iowa 50703. That attorney's phone number is (319)234-2530; facsimile number(319) 232-6341. You must serve a motion or answer within 20 days after service of this Original Notice upon you and, within a reasonable time thereafter, file your motion or answer with the Clerk of Court for Johnson County, at the Johnson County Courthouse, in Iowa City, Iowa. If you do not, judgment by default may be rendered against you for the relief demanded in the Petition. If you need assistance to participate in court due to a disability, call the disability coordinator at 319-398-3920 x110.6. Persons who are he.1 . _ or speech impaired may call Relay Iowa TTY (1-800-735-2942). Disability coordinators c•nnot i ovi. • le_al advice. Aki/ igispogy Johnson Coun •14re Iowa City, Iowa IMPORTANT: YOU ARE ADVISED TO SEEK LEGAL ADVICE AT ONCE TO PROTECT YOUR INTERESTS. IN THE IOWA DISTRICT COURT FOR JOHNSON COUNTY THE BANK OF NEW YORK MELLON FKA THE BANK OF NEW YORK, AS TRUSTEE FOR THE CERTIFICATEHOLDERS OF THE !U �� 07(o CWABS, INC., ASSET-BACKED CERTIFICATES, SERIES 2006-17, FORECLOSURE PETITION Plaintiff, vs. MOHAMED ALI, ,.� NAGWA IBRAHIM, 7r7' CITY OF IOWA CITY, 'I7 MORTGAGE ELECTRONIC REGISTRATION c i° a• SYSTEMS, INC.,ACTING AS NOMINEE w FOR COUNTRYWIDE HOME LOANS, INC., • - ;x STATE OF IOWA, AND PARTIES IN POSSESSION, , `' *c o Defendants. NOTICE THE PLAINTIFF HAS ELECTED FORECLOSURE WITHOUT REDEMPTION. THIS MEANS THAT THE SALE OF THE MORTGAGED PROPERTY WILL OCCUR PROMPTLY AFTER ENTRY OF JUDGMENT UNLESS YOU FILE WITH THE COURT A WRITTEN DEMAND TO DELAY THE SALE. IF YOU FILE A WRITTEN DEMAND,THE SALE WILL BE DELAYED UNTIL SIX MONTHS FROM ENTRY OF JUDGMENT IF THE MORTGAGED PROPERTY IS YOUR RESIDENCE AND IS A ONE-FAMILY OR TWO-FAMILY DWELLING OR UNTIL TWO MONTHS FROM ENTRY OF JUDGMENT IF THE MORTGAGED PROPERTY IS NOT YOUR RESIDENCE OR IS YOUR RESIDENCE, BUT NOT A ONE-FAMILY OR TW(g FAMILY DWELLING. YOU WILL HAVE NO RIGHT OF REDEMPTI(E7 AFTER THE SALE. THE PURCHASER AT THE SALE WILL BE ENTITLED TO IM$QI 'E '1 POSSESSION OF THE MORTGAGED PROPERTY. YOU MAY PURCI13 A THr— SALE. Y..<r-- r COMES NOW the Plaintiff, and for a cause of action states: n� 3> 1. Plaintiff elects to foreclose without redemption pursuant to Iowa Code Sectio 654.20. The mortgaged property which is the subject of this action (Subject Property) is not used for agricultural purposes and is a one-family or two-family dwelling. The Subject Property is legally described in Exhibit A and that exhibit is incorporated by this reference. LPS122434 2. Plaintiff is a company duly authorized to transact business and to bring this action. 3. Plaintiff waives its right to a deficiency judgment against all defendants and is seeking a judgment solely in rem or against the property. 4. Upon information and belief Mohamed Ali and Nagwa Ibrahim are a married couple. 5. The Defendant-Borrower(s) executed a certain promissory note (Note). By executing the Note, the Defendant-Borrower(s) agreed to repay the sum stated in the Note, plus interest and costs, according to the Note's terms. 6. To secure payment of the Note, the Defendant-Mortgagor(s), executed and delivered a certain mortgage (Mortgage) in writing. The Mortgage placed a lien on the property legally described in the Mortgage. A copy of the Mortgage is attached as Exhibit B and is incorporated by this reference. A copy of the Assignment of Mortgage is attached as Exhibit C and is incorporated by this reference. 7. Plaintiff holds the Note and Mortgage and is entitled to enforce them. 8. The Mortgage and Note provide that in the case of default, the holder may declare the entire principal, and the interest accrued thereon, due and payable and the Mortgage may be foreclosed. 9. The Defendant-Borrower(s) defaulted on the Note by failing to make payments according to the Note's terms. 10. By reason of the Defendant-Borrower(s) default, Plaintiff has accelerated the balance due, making the whole of the Note due and payable forthwith, and is exercising Nits right to enforce payment of the entire Note by foreclosing the Mortgage given to sere parent. D� a 11. The unpaid balance due on the Note after allowing all credits duele' efend - Borrower(s) is the principal balance of$122,420.63, plus interest as provi n t1 Notrrnd as may have been subsequently adjusted thereafter. rr1 -v �� ry 12. Plaintiff has incurred and will continue to incur fees and costs incurred in servicing the cm loan, including those of collection and foreclosure and reasonable attorney's fees and costs, as well as any and all advances made by the Plaintiff for taxes, insurance, property preservation and other fees and costs incurred between the time of the Foreclosure Decree and the time of Sheriff's Sale. These fees are recoverable from the Borrower-Defendant(s) according to the Note and Mortgage. LPS122434 • 13. Due demand has been made for payment of the Note, and payment has not occurred. 14. Under the terms of the Mortgage a receiver may be appointed to preserve the Mortgaged Premises and collect rents. 15. Plaintiff, or its predecessor in interest or servicing agent, mailed a Notice of Right to Cure to the Defendant-Borrowers) and more than 30 days have elapsed since that mailing. A copy of said Notice is attached as Exhibit D and incorporated by this reference. 16. An Affidavit of Attorney's Fees as required by Iowa Code section 625.22 is attached as Exhibit E and incorporated by this reference. 17. Pursuant to Iowa Code section 654.4B(1) Plaintiff, through its attorney, sent a Demand for Payment to the Defendant(s) as stated in the Affidavit of Mailing filed with the Court. A copy of said Demand is attached as Exhibit F and incorporated by this reference. 18. Pursuant to Iowa Code section 654.4B(2) Plaintiff sent a Mortgage Mediation Notice to the Defendants(s) as stated in the Affidavit of Mailing filed with the Court. A copy of said Notice is attached as Exhibit G and incorporated by this reference. 19. The Defendants, Parties in Possession (if any) are joined as defendants because they may claim a right,title, or interest in the Mortgaged Premises. 20. The following are joined as defendants to this action because they may claim a right,title, or interest in the Mortgaged Premises, by virtue of, but not limited to, the right, title or interest described below (defendant's name: type of potential interest (case no./recording info.)): 20.1. City of Iowa City: Other(Resale Agreement Book 4063 Page 719) 20.2. Mortgage Electronic Registration Systems, Inc., Acting as Noming for Countrywide Home Loans, Inc.: Mortgage (Book 4066 Page 152) EC? 20.3. State of Iowa: Judgment (STA0096296) �'� Crlm 21. Any right, title, or interest any of the Defendants may have to the MortRid 1samis junior and subordinate to Plaintiffs interest. 37.. WHEREFORE, the Plaintiff respectfully prays for the following: • A. That the Court order judgment solely in rem, or against the property, against the Mortgaged Premises, for the principal balance due, plus interest, fees, and costs as shown by the proof, along with reasonable attorney's fees; B. That the Court declare the judgment sum a lien upon the Mortgaged Premises from the date of the Mortgage; LPS122434 C. That the Court declare the Mortgage prior and superior to any right,title, lien, or interest of any of the Defendants in or to the Mortgaged Premises; D. That the Court order the Mortgage foreclosed; E. That a special execution be issued for the sale of the Mortgaged Premises or so much thereof is necessary to satisfy the judgment including any advances by Plaintiff after entry of judgment but before sheriff's sale; F. That the Court order that upon sale of the Mortgaged Premises any right, title, lien, or interest of the Defendants in or to the Mortgaged Premises is forever cut off, barred and foreclosed, and that the purchaser at said sale take title free and clear of any right,title, lien, or interest of any of the Defendants; G. That the Court under seal order the issuance of a Writ of Possession, directed to the County Sheriff, commanding him to put the purchaser or successor-in-interest in possession of the Mortgaged Premises; H. That upon motion by Plaintiff,the Court appoint a receiver to collect rents or prevent waste on the Mortgaged Premises; and, I. That the Court grants such further relief it deems just and equitable. KLATT, ODEKIRK,AUGUSTINE, do SA .. N :;AV• STEDE, P.C. Agligillb By: Bn er ATO j7893 J. ►elle G. 'wing A 00109 : ✓ L' dsey . Purdy AT0011959 9'5 E. 4 4 St. . oo, Iowa 50703 Phone: 319-234-2530 Fax: 319-232-6341 ,V E-Mail: generalupdates@kla4t-lawimm ATTORNEYS FOR THE I tiNWF "7,1 >-4 Ao ..._.. C,-< I r— :.--4c) '3' -- -=4 c) m i :<1,--,-; ,-Ey rfl N A' LPS122434 EXHIBIT A Lot 91 in Part Two Hollywood Manor Addition to Iowa City, Iowa, according to the plat thereof recorded in Book 6, Page 74,Plat Records of Johnson County, Iowa. Situated in Johnson County, Iowa N CI 7.1` ) 5 �J{(-) Q7 i Yr Q1 Doc I0; 020626P40014 Tvoe: OEN Reoordud: 08/07/2006 at 03:46:40 pit Fa• Amt: 172.00 Paa• 1 of 14 Johnson County lova Kim Painter County Recorder 8+4066 Pa 135.148 leArra 6.0 16 A (Spare Abnee T11s tine Far Rrrordla5 Dots) Prepared By: ERIK WILLIAMS COUNTRYWIDE HOME LOANS, INC. RETURN TO: SECURITY F!RST TITLE CO. 1600 GOLF ROAD, THIRD FLOOR 205 W.STEPHENSON ROLLING MEADOWS FREEPORT,IL 61032 11, 6 00 09 (0I A Phone: (800)998-8223 COUNTRYWIDE HOME LOANS, INC, MS SV-79 DOCUMENT PROCESSING P.O.Box 10423 Van Nuys, CA 91410-0423 Full Legal Description located on page 3 • Lendeocurotedmottettroxpagmat Countrywide Home Loans, Inc. MORTGAGE DEFINITIONS Words used in multiple sections of this document are defined below and other words are defined in Sections 3, • I I. 13,18,20 and 21.Certain rules regarding the,usage of words used in this document are also provided in Section 16. (A) "Security Instrument" means this document, which is dated JULY 25, 2006 ,together with all Riders to this document. (B)"Borrower"is MOHAMED ALI, AND, AND NAGWA IBRAHIIM, AS JOINT TENANTS Borrower is the mortgagor under this Security instrument. tv IOWA-Single Famiy.Fannte Mae/Freddie Mae UNIFORM INSTRUMENT WITH MERS _d Pageldil QCP. -SA(A)(0,105) CHI-(12105)(d) VMP Mortgege Solultonf,Inc. Forth 3018 1101 ` ('3 C)—( 1 --IC) Cr/ :‹ , �, r • (C)"MERS"is Mortgage Electronic Registration Systems,Inc.MERS is a separate corporation that is acting solely as a nominee fur Lender and Lender's successors and assigns..MERS Is the mortgagee under this Security Instrument.MERS is organized and existing under the laws of Delaware,and has an address and telephone number of P.O.Box 2026,Flint,MI 48501-2026,tel.(688)679-MERS. (D)"Lender"is COUNTRYWIDE HOME LOANS, INC. Lender is a CORPORATION organized and existing under the laws of NEW YORK. Lender's address is 9500 Park Granada MSN# SVB-319, Caltibanne, CA 91302-1613 (E)"Note"means the promissory note signed by Borrower and dated JULY 25, 2006 ,The Note slates that Borrower owes Lender ONE HUNDRED THREE THOUSAND TWO HUNDRED and 00/100 Dollars(U.S.S 103,200.00 ) plus interest. Borrower has promised to pay this debt in regular Periodic Payments and to pay the debt in full not later than AUGUST 01, 2036 (F)"Property"means the property that is described below under the heading"Transfer of Rights in the Property." (C)"Loan"means the debt evidenced by the Note;plus interest,any prepayment charges and late charges due under the Note,and all sums due under this Security Instrument,plus interest. (H)"Riders"means all Riders to this Security instrument that are executed by Borrower.The following Riders are to be executed by Borrower(check box as applicable]: X Adjustable Rate Rider Condominium Rider Second Home Rider Balloon Rider Planned Unit Development Rider 1-4 Family Rider VA Rider Biweekly Payment Rider [��JJJ Others)[specify) (I) "Applicable Law" means all controlling applicable federal, state and local statutes, regulations, ordinances and administrative rules and orders(that have the effect of law)as well as all applicable final, non-appealable judicial opinions. (J)"Community Association Dues,Fees,and Astessmeatr"means all dues,fees,assessments and other charges that are imposed on Borrower or the Property by a condominium association,homeowners association or similar organization. (K)"Electronic Funds Transfer"means any transfer of funds,other than a transaction originated by check, draft,or similar paper instrument,which is initiated through an electronic terminal,telephonic instrument, computer,or magnetic tape so as to order,instruct,:or authorize a financial institution to debit or credit an account. Such term includes, but is not limited'to, point-of-sale transfers, automated teller machine transactions,transfers initiated by telephone,wire transfers,and automated clearinghouse transfers. (L)"Escrow Items"means those items that are described In Section 3. (M)"Miscellaneous Proceeds"means any compensation,settlement,award of damages,or proceeds paid by any third party(other than insurance proceeds paid udder the coverages described in Section 5)for:(i)damage to,or destruction of,the Property;(ii)condemnation or other taking of all or any pan of the Property;(iii) conveyance in lieu of condemnation; or (iv)misrepresentations of,or omissions as to, the value and/or condition of the Property. (N)"Mortgage Insurance"means insurance protecting Lender against the nonpayment of,or default on,the Loan. (0)"Periodic Payment"means the regularly scheduled amount due for(i)principal and interest under the Note,plus(ii)arty amounts under Section 3 of this Security Instrument. (P) "RESPA" means the Real Estate Settlement Procedures Act(I2 U.S.C. Section 2601 et seq.)and its implementing regulation,Regulation X(24 C.F.R.Part 3500),as they might be amended from time to time,or any additional or successor legislation or regulation that governs the same subject matter. As used in this Security Instrument, 'RESPA" refers to all requirements and restrictions that arc imposed in regard to a "federally related mortgage loan"even if the Loan does not qualify as a"federally related mortgage loan" under RESPA. (Q)"Successor in Interest of Borrower"means any party that has taken title to the Property,whether or not that perry has assumed Borrower's obligations under the Note and/or this Security instrument. r..., C? TRANSFER OF RIGHTS IN THE PROPERTY CD r r) This Security Instrument secures to Lender:(i)the repayment of the loan,and all renewals,extensions and "...( - modifications of the Note; and (ii) the performance of Borrower's covenants and agreements under this �� Security Instrument tied the Note.For this purpose,Borrower irrevocably mortgages,grants and conveys to n"� 1 MERS(solely as nominee fur Lender end Lender's successors and assigns)and to the successors and assigns n of MERS,with power of sale,the following described property located in the �' "V rn COUNTY of JOHNSON rn [Type of Recording turicdlydon] (Name of Rewrding Jurisdktion] E. CZco -6A(IA)(0405) Mil.(12105) Pale 2011 Forn 3016 1f01 t71 Lot 91 in Part Two Hollywood Manor Addition to Iowa City, Iowa, according to the plat thereof recorded ire Book 6, page 74. Plat Records of Johnson County, Iowa. Situated in Johnson Cdunty, Iowa. Parcel ID Number:1023209023 which currently has the address of 1528 Crosby Ln, Iowa City [SoccvCayl Iowa 52240-5861 ("Property Address"): Rip Code) TOGETHER WITH all the improvements now or hereafter erected on the property,and all easements, appurtenances,and fixtures now or hereafter a part of the property.MI replacements and additions shall also be covered by this Security Instrument.All of the foregoing is referred to in this Security Instrument as the "Property."Borrower understands and agrees that MERS holds only legal title to the intercatc granted by Borrower in this Security Instrument,but,if necessary to comply with law or custom,MERS(as nominee for Lender and Lender's successors and assigns)has the'right:to exercise any or all of those interests,including, but not limited to,the right to foreclose and sell the Property;and to take any action required of Lender including,but not limited to,releasing and canceling this Security Instrument. BORROWER COVENANTS that Borrower is lawfully seised of the estate hereby conveyed and has the right to grant and convey the Property and that the'Property is unencumbered,except for encumbrances of record.Borrower warrants and will defend generally the title to the Property against all claims and demands, subject to any encumbrances of record. THIS SECURITY INSTRUMENT combines uniform covenants for national use and non-uniform covenants with limited variations by jurisdiction to constitute a uniform security instrument covering real property. UNIFORM COVENANTS.Borrower and Lender covenant and agree as follows: I.Payment of Principal,Interest,Escrow Items,Prepayment Charges,and Late Charges.Borrower shall pay when due the principal of,and interest op,the debt evidenced by the Note and any prepayment charges and late charges due under the Note.Borrower shall also pay funds for Escrow Items pursuant to Section 3. Payments due under the Note and this Security Instrument shall be made in U.S. currency. However,if any check or other instrument received by Lender as payment under the Note or this Security Instrument is returned to Lender unpaid,Lender may require that any or all subsequent payments duo under the Note and this Security Instrument be made in one or more of the following forms,as selected by Lender: (a)cash;(b)money order;(c)certified check,bank check,treasurer's check or cashier's check,provided any such check is drawn upon an institution whose deposits are insured by a federal agency,instrumentality,or entity;or(d)Electronic Fonds Transfer. Payments are deemed received by Lender when received at the location designated in the Note or at such other location as may be designated by Lender in accordance with the notice provisions in Section IS.Lender may return any payment or partial payment if the payment or partial payments are insufficient to bring the Loan current. Lender may accept any payment or partial payment insufficient to bring the Loan current, without waiver of any rights hereunder or prejudice to its rights to refuse such payment or partial payments in the future,but Lender is not obligated to apply such payments at the time such payments are accepted.If each Periodic Payment is applied as of its scheduled due date,then Lender reed not pay interest on unapplied funds.Lender may hold such unapplied funds until Borrower makes payment to bring the Loan current.If Borrower does not do so within a reasonable period of time,Lender shall either apply such funds or return them to Borrower.If not applied earlier,such funds will be applied to the outstanding principal balance under the Note immediately prior to foreclosure.No offset pr claim which Borrower[night have now or in the future against Lender shall relieve Borrower from making payments due under the Note and this Security Instrument N or perfomring the covenants and agreements secured by this Security Instrument. G 2.Application of Payments or Proceeds.Except as otherwise described in this Section 2,all payments O accepted and applied by Lender shall be applied in the following order of priority:(a)interest due under the -111 Note;(b)principal due under the Note;(c)amounts due under Section 3.Such payments shall be applied to n Z7r each Periodic Payment in the order in which it became due.Any remaining amounts shall be applied first to ~✓' --..I Z7 OWN. Isle charges,second to any other amounts due under;this Security Instrument,and then to reduce the principal C.)"-C I balance of the Note. p1 ra. 77 rn f'+l -.. -8A(IA)00405) CAI.112106) Pape s of 15 Form 3016 1/01 O • D _ Cr/ If Lender receives a payment from Borrower for a delinquent Periodic Payment which includes a sufficient amount to pay any late charge due,the payment may be applied to the delinquent payment and the tate charge.If more than one Periodic Payment is outstanding,Lender may apply any payment received from Bortuwer to the repayment of the Periodic Payments if,and to the extent that,each payment can be paid in full.To the extent that any excess exists after the payment is applied to the full payment of one or more Periodic Payments,such excess may be applied to any late charges due. Voluntary prepayments shall be applied first to any prepayment charges and then as described in the Note. Any application of payments,insurance proceeds,or Miscellaneous Proceeds to principal due under the Note shalt not extend or postpone the due date,or change the amount,of the Periodic Payments. 3.Fonds for Escrow Items.Borrower shall pay to Lender on the day Periodic Payments are due under the Note,until the Note is paid in MI,a sum(the"Funds")to provide for payment of amounts due for:(a) taxes and assessments and other items which can attain priority over this Security Instrument as a lien or encumbrance on the Property;(b)leasehold payments or ground rents on the Property,if any;(c)premiums for any and all insurance required by Lender under Section 5;and(d)Mortgage Insurance premiums,if any,or any sums payable by Borrower to Lender in lieu of the payment of Mortgage Insurance premiums in accordance with the provisions of Section 10.These items arc called"Escrow Items."At origination or at any time during the term of the Loan, Lender may require that Community Association Duca, Fees, and Assessments,if any,be escrowed by Borrower,and such dues,fees and assessments shall be an Escrow Item. Borrower shall promptly famish to Lender all notices of amounts to be paid under this Section.Borrower stall pay Lender the Funds for Escrow Items unless Lender waives Borrower's obligation to pay the Funds for any or all Escrow Items.Lender may waive Borrower's obligation to pay to Lender Funds for any or all Escrow Items at any time.Any such waiver may only be in writing.In the event of such waiver,Borrower shall pay directly,when and where payable,the amounts due for any Escrow Items for which payment of Funds has been waived by Lender and, if Lender requires,shall furnish to Lender receipts evidencing such payment within such time period as Lender may require.Borrower's obligation to snake such payments and to provide receipts shall for all purposes be deemed to be a covenant and agreement contained in this Security Instrument,as the phrase"covenant and agreement'is used in Section 9.If Borrower Is obligated to pay Escrow Items directly,pursuant to a waiver,and Borrower fhils to pay the amount due for an Escrow Item, Lender may exercise its tights under Section 9 and pay such amount and Borrower shall then be obligated under Section 9 to repay to Lender any such amount.Lender may revoke the waiver as to any or all Escrow Items at any time by a notice given in accordance with Section 15 and,upon such revocation,Borrower shall pay to Lender all Funds,and in such amounts,that are then required under this Section 3. Lender may.at any time,collect and hold Funds in an amount(a)sufficient to permit Lender to apply the Funds at the time specified under RESPA,and(b)not to exceed the maximum amount a lender can require under RESPA. Lender shall estimate the amount of Fonda due on the basis of current data and reasonable estimates of expenditures of future Escrow Items or otherwise in accordance with Applicable Law. The Funds shall be held in an institution whose deposits are insured by a federal agency,instrumentality, or entity(including Lender,if Lender is an institution whose deposits are so insured)or in any Federal Home Loan Bank.Lender shall apply the Funds to pay the Escrow Items no later than the time specified under RESPA.Lender shall not charge Borrower for holding and applying the Funds,annually analyzing the escrow account,or verifying the Escrow Items,unless Lender pays Borrower interest on the Funds and Applicable Law permits Lender to make such a charge.Unless an agreement is made in writing or Applicable Law requires interest to be paid on the Funds,Lender shall not be required to pay Borrower any interest or earnings on the Funds.Borrower and Lender can agree in writing,however,that interest:hall be paid on the Fonda. Lender shall give to Borower,without charge,an annual accounting of the Funds as required by RESPA. If there is a surplus of Funds held in escrow,as defined under RESPA,Lender shall account to Borrower for the excess funds in accordance with RESPA.If there is a shortage of Funds held in escrow,as defined under RESPA.Lender shall notify Borrower as required by RESPA,and Borrower shall pay to Lender the amount necessary to make up the shortage in accordance with RESPA,but in no more than 12 monthly payments. If there is a deficiency of Funds held in escrow,as defined under RESPA,Lender shall notify Borrower as required by RESPA,and Borrower shall pay to Lender the amount necessary to make up the deficiency in accordance with RESPA,but in no more than 12 monthly payments. Upon payment in full of all sums secured by this Security Instrument,Lender shall promptly refund to ry Borrower any Funds held by Lender. o 4.Charges;Liens.Borrower shall pay all taxes,assessments,charges,fines,and impositions attributable S' to the Properly which can attain priority over this Security Instrument,leasehold payments or ground rents on *C) the Property,if any,and Community Association Dues,Fees,and Assessments,if any.To the extent that these r_ items are Escrow Items,Borrower shall pay them in the manner provided in Section 3. Borrower shall promptly discharge any lien which has priority over this Security Instrument unless n"< Borrower.(a)agrees in writing to the payment of the obligation secured by the lien in a manner acceptable to —4 C) Lender,but only so long as Borrower is performing such agreement;(b)contests the lien in good faith by,ori' defends against enforcement of the lien in,legal proceedings which in Lenders opinion operate to prevent the `� enforcement of the lien while those proceedings are pending,but only until such proceedings are concluded; 0 or(c)secures from the holder of the lien an agreement satisfactory to Lender subordinating the lien to this N Security Instrument.If Lender determines that any part of the Property is subject to a lien which can attain ON tei•6A(IA)(0oos) CHL(12/05) Pruo t of ti Form 3010 1/01 priority over this Security Instrument,Lender may give Borrower a notice identifying the lien.Within 10 days of the date on which that notice is given,Borrower shall satisfy the lien or take one or more of the actions set forth above in this Section 4. Lender may require Borrower to pay a one-time charge for a real estate tax verification and/or reporting service used by Lender in connection with this Loan. 5.Property Insurance,Borrower shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire,hazards included within the term"extended coverage,"end any other hazards including.but not limited to, earthquakes and floods, for which.Lender requires insurance.This insurance shall be maintained in the amounts(including deductible levels)and for the periods that Lender requires.What Lender requires pursuant to the preceding sentences can change during the tens of the Loan. The insurance carrier providing the insurance shall be chosen by Borrower subject to Lender's right to disapprove Borrower's choice,which right shall not be exercised unreasonably.Lender may require Borrower to pay,in connection with this Loan,either.(a)a one-time charge for flood zone determination,certification and tracking services;or(b)a one-time charge for flood zone determination nod certification services and subsequent charges each time remappings or similar changes occur which reasonably might affect such determination or certification.Borrower shall also be responsible for the payment of any fees imposed by the Federal Cntergency Management Agency in connection with the review of any flood zone determination resulting from an objection by Borrower. If Borrower fails to maintain any of the coverages described above, Lender may obtain insurance coverage,of Lender's option and Borrower's expense.Lender Is under no obligation to purchase any particular type or amount of coverage.Therefore,such coverage shall cover Lender,but might or might not protect Borrower, Bonower's equity in the Property,or the contents of the Property,against any risk,hazard or liability and might provide greater or lesser coverage than was previously in effect.Borrower acknowledges that the cost of the insurance coverage so obtained might significantly exceed the cost of insurance that Borrower could have obtained.Any amounts disbursed by Lender under this Section 5 shall become additional deter of Borrower secured by this Security Instrument.These amounts shall bear interest at the Note rate Item the date of disbursement and shall be payable,with such interest,upon notice from Lender to Borrower requesting payment. All insurance policies required by Lender and renewals of such policies shall be subject to Lender's right to disapprove such policies,shall include a standard mortgage clause,and shall name Lander as mortgagee and/or as an additional loss payee.Lender shall have the right to hold the policies and renewal certificates.If Lender requires,Borrower shall promptly give to Lender all receipts of paid premiums and renewal notices.If Borrower obtains any form of insurance coverage, not otherwise required by Lender, for damage to, or destruction of,the Property,such policy shall include a standard mortgage clause and shall name Lender as mortgagee and/or as an additional loss payee. In the event of loss,Borrower shall give prompt notice to the insurance carrier and Lender.Lender may make pmol of loss if not made promptly by Borrower. Unless Lender and Borrower otherwise agree in writing,any insurance proceeds,whether or not tho underlying insurance was required by Lender,shall be applied to restoration Of repair of the Properly, if the restoration or repair is economically feasible and Lender's security is not lessened.During such repair and restoration period,Lender shall have the right to hold such insurance proceeds until Lender hos had an opportunity to inspect such Property to ensure the work has been completed to Lender's satisfaction,provided that such inspection shall be undertaken promptly.Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress payments as the work is completed.Unless an agreement is Made in writing or Applicable Low requires interest to be paid on such insurance proceeds,Lender shall not be required to pay Borrower any interest or earnings on such proceeds.Fees for public adjusters,or other third parties,retained by Borrower shall not be paid out of the insurance proceeds and shall be the sole obligation of Borrower. If the restoration or repair is not economically feasible or Lender's security would be lessened,the insurance proceeds shall be applied to the sums secured by this Security Instrument,whether or not then due,with the excess,if any,paid to Borrower. Such insurance proceeds shall be applied in the order provided for in Section 2. If Borrower abandons the Property,Lender may file,negotiate and settle any available insurance claim and related matters.If Borrower does not respond within 30 days to a notice from Lender that the insurance earner has offered to settle a claim,then Lender may negotiate and settle the claim.The 30-day period will begin when he notice is given. In either event,or if Lender acquirer the Property under Section 22 or tv otherwise,Borrower hereby assigns to Lender(a)Borrower's rights to any insurance proceeds in an amount rot to exceed the amounts unpaid under the Note or:this Security Instrument,and(b)any other of Borrower's p rights(other than the right to any refund of unearned premiums paid by Borrower)under all Insurance policies -71 covering the Property,insofar as such rights are applicable to the coverage of the Property.Lender may use gyre the insurance proceeds either to repair or restore the Property or to pay amounts unpaid under the Note or this ""4 A `+ Security Instrument,whether or not then due. n..( I 6.Occupancy.Borrower shall occupy,establish,and use the Property as Borrower's principal residence �n within 60 days after the execution of this Security Instrument and shall continue to occupy the Property as _ 1. Borrower's principal residence for at least one year after the date of occupancy, unless Lender otherwise I-i, —p • agrees in writing,which consent shall not be unreasonably withheld,or unless extenuating circumstances exist which are beyond Borrower's control. N X D tr 14R' -5A(IA)10105) crit.(12106) Paye 5 of 11 Form 3016 tfet 7. Preservation, Maintenance and Protection of the Property; inspections. Borrower shall not destroy,damage or impair the Property,allow the Property to deteriorate or commit waste on the Property. Whether or not Borrower is residing in the Property,Borrower shall maintain the Property in order to prevent the Properly from deteriorating or decreasing in value due to its condition.Unless it is determined pursuant to Section 5 that repair or restoration is not economically feasible,Borrower shall promptly repair the Property if damaged to avoid further deterioration or damage. If insurance or condemnation proceeds are paid in connection with damage to,or the taking of,the Property,Borrower shall be responsible for repairing or restoring the Property only if Lender has released proceeds for such purposes.Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress payments as the work is completed. if the insurance or condemnation proceeds are not sufficient to repair or restore the Property, Borrower is not relieved of Borrower's obligation for the completion of such repair or restoration. Lender or its agent may make reasonable entries upon and inspections of the Property. If it has reasonable cause,Lender may inspect the interior'of the improvements on the Property.Lender shall give Borrower notice et the time of or prior to such an interior inspection specifying such reasonable cause. S.Borrower's Loaa Application.Borrower shall be in default if,during the Loan application process, Borrower or any persons or entities acting of the direction of Borrower or with Borrower's knowledge or consent gave materially false, misleading,or Inaccurate information or statements to Lender(or failed to provide Lender with material information)in connection with the Loan.Material representations include,but are not limited to,representations concerning Borrowers occupancy of the Property as Borrower's principal residence. 9.Protection of Lender's Interest in the Property and Rights Under this Security Instrument.If(a) Borrower fails to perform the covenants and agreements contained in this Security Instrument,(b)there is a legal proceeding that might significantly affect Lender's interest in the Property and/or rights under this Security Instrument (such as a proceeding in bankruptcy, probate, for condemnation or forfeiture, for enforcement of a lien which may attain priority over this Security instrument or to enforce laws or regulations),or(c)Borrower has abandoned the property,then Lender may do and pay for whatever is reasonable or appropriate to protect Lender's interest in the Property and rights under this Security Instrument, including protecting and/or aasesaing the value of the Property,and securing and/or repairing the Property. Lender's actions can include,but are not limited to:(a)paying any sutras secured by a lien which has priority over this Security Instrument;(b)appearing in court;and(c)paying reasonable attorneys'fees to protect its interest in the Property and/or rights under this Security Instrument, including its secured position in a bankruptcy proceeding.Securing the Property includes,but is not limited to,entering the Property to make repairs,change locks,replace or board up doors and windows,drain water from pipes,eliminate building or other code violations or dangerous conditions,and have utilities turned on or off Although Lender may take action under this Section 9,Lender does not have to do so and is not under any duty or obligation to do so.It is agreed that Lender incurs no liability for not taking any or all actions authorized under this Section 9. Any amounts disbursed by Lender under this Section 9 shall become additional debt of Borrower secured by this Security Instrument.These amounts shall bear interest at the Note rate from the date of disbursement and shall be payable,with ouch interest,upon notice from Lender to Borrower requesting payment. If this Security instrument is on a leasehold,Borrower shall comply with all the provisions of the lease. If Borrower acquires fee title to the Property,the leasehold and the fee title shall not merge unless Lender agrees to the merger in writing. 10.Mortgage insurance.If Lender required Mortgage insurance as a condition of making the Loan, Borrower shalt pay the premiums required to maintain the Mortgage Insurance in effect.If,for any reason,the Mortgage Insurance coverage required by Lender ceases to be available from dee mortgage insurer that previously provided such insurance and Borrower was required to make separately designated payments toward the premiums for Mortgage insurance,Borrower shall pay the premiums required to obtain coverage substantially equivalent to the Mortgage Insurance previously in effect,at a cost substantially equivalent to the cost to Borrower of the Mortgage Insurance previously in effect,from an alternate mortgage insurer selected by Lender.If substantially equivalent Mortgage Insurance coverage is not available,Borrower shall continue to pay to Lender the amount of rhe separately designated payments that were due when the insurance coverage N ceased to be in effect. Lender wilt accept,use and retain these payments as a non-refundable loss reserve in lieu of Mortgage insurance.Such loss reserve shall be non-refundable,notwithstanding the fact that the Loan C) r is ultimately paid in full,and Lender shall not be required to pay Borrower any interest or earnings on such loss reserve. Lender can no longer require loss reserve payments if Mortgage Insurance coverage(in the amount and for the period that Lender requires)provided by an insurer selected by Lender again becomes 1 asoma available,is obtained,and Lender requires separately designated payments toward the premiums for Mortgage C")"< 1 r- Insurance. If Lender required Mortgage Insurance as a condition of making the Loan and Borrower was or, required to make separately designated payments toward the premiums for Mortgage insurance,Borrower shall pay the premiums required to maintain Mortgage insurance in effect,or to provide a non-refundable loss .{rn reserve,until Lender's requirement for Mortgage insurance ends in accordance with any written agreement p1 between Borrower and Lender providing for such termination or until termination is required by Applicable :atc- N Law.Nothing in this Section 10 affects Borrower's obligation to pay interest at the rate provided in the Note. •• Mortgage Insurance reimburses Lender(or any entity that purchases the Note)For certain losses it may incur if Borrower does not repay the Loan as agreed:Borrower is not a party to the Mortgage Insurance. tT 014.6A(IA)(0405) CttL(12/05) Page a 0t 1i Perm 3016 1101 Mortgage insurers evaluate their total risk on all such insurance in force from time to time,end may enter into agreements with other parties that share or modify their risk,or reduce losses.These agreements arc on terms and conditions that are satisfactory to the montage insurer and the other party(or parties)to these agreements.These agreements may require the mortgage insurer to make payments using any source of funds that the mortgage insurer may have available(which may include Rinds obtained from Mortgage Insurance premiums). As a result of these agreements,Lender,any purchaser of the Note,another insurer,any reinsurer,any other entity,or any affiliate of any of the foregoing,may receive(directly or indirectly)amounts that derive from(or might be characterized as)a portion of Borrower's payments for Mortgage Insurance,in exchange for sharing or modifying the mortgage insurer's risk, or reducing tomes. If such agreement provides that an affiliate of Lender takes a share of the insurer's risk in exchange for a share of the premiums paid to the insurer,the arrangement is often termed"captive reinsurance."Further: (a)Any such agreements will not affect the amounts that Borrower has agreed to pay for Mortgage Insurance,or nny other terms of the Loan.Such agreements will not Increase the amount Borrower will owe for Mortgage Insurance,and they will not entitle Borrower to any refund. (b)Any such agreements will not affect the right Borrower has-if any-with respect to the Mortgage Insurance under the Homeowners Protection Act of 1998 or any other law.These rights may include the right to receive certain dasdosures,•lo request and obtain cancellation of the Mortgage Insurance,to have the Mortgage Insurance terminated automatically,and/or to receive a refund of any Mortgage Insurance premiums that were unearned al the time of such cancellation or termiaatlon, Il. Assignment of Miseellaaeous Proceeds; Forfeiture. All Miscellaneous Proceeds are hereby assigned to and shall be paid to Lender. If the Property is damaged,such Miscellaneous Proceeds shall be applied to restoration or repair of the Property,if the restoration or repair is economically feasible and Lender's security is not lessened.During such repair and restoration period,Lender shall have the right to hold such Miscellaneous Proceeds until Lender has had an opportunity to inspect such Property to ensure the work has been completed to Lender's satisfaction, provided that such inspection shall be undertaken promptly.Lender may pay for the repairs and restoration in a single disbursement or in a series of progress payments as the work is completed.unless an agreement is made in writing or Applicable Law requires interest.to be paid on such Miscellaneous Proceeds,Lender shall not be required to pay Borrower any interest or earnings on such Miscellaneous Proceeds.If the restoration or repair is not economically feasible or Lender's security would be lessened,the Miscellaneous Proceeds shall be applied to the sums secured by this Security Instrument,whether or not then due,with the excess,if any, paid to Borrower.Such Miscellaneous Proceeds shall be applied in the order provided for in Section 2. In the event of a total taking,destruction,or loss in value of the Property,the Miscellaneous Proceeds shall be applied to the sums secured by this Security Instrument,whether or not then due,with the excess,if any,paid to Borrower. In the event of a partial taking,destruction,or loss in value of the Property in which the fair market value of the Property immediately before the partial taking,destruction,or loss in value is equal to or greater than the amount of the sums secured by this Security Instrument immediately before the partial taking,destruction, or loss in value,unless Borrower and Lender otherwise agree in writing,the sums secured by this Security Instrument shall be reduced by the amount of the Miscellaneous Proceeds multiplied by the following fraction: • (a)the total amount of the sums secured immediately before the partial taking,destruction,or loss in value divided by(b)the fair market value of the Property immediately before the partial taking,destruction,or loss in value.Any balance shall be paid to Borrower. In the event of a partial taking,destruction,or loss in value of the Property in which the fair market value of the Property immediately before the partial taking,destruction,or loss in value is less than the amount of the sums secured immediately before the partial taking,destruction,or loss in value,unless Borrower and Lender otherwise agree in writing,the Miscellaneous Proceeds shall be applied to the sums secured by this Security Instrument whether or not the sums arc then due. If the Property is abandoned by Borrower,or if,after notice by Lender to Borrower that the Opposing Party(as defined in the next sentence)offers to stake an award to settle a claim for damages,Borrower fade to respond to Lender within 30 days after the date the notice is given,Lender is authorized to collect and apply the Miscellaneous Proceeds either to restoration or repair of the Property or to the sums secured by this Security Instrument, whether or not then due."Opposing Party"means the third party that owes Borrower ►V Miscellaneous Proceeds or the party against whom Borrower has a right of action in regard to Miscellaneous Proceeds. e Borrower shall be in default if any action or proceeding,whether civil or criminal,is begun that,in f7 b .71 Lender's judgment,could result in forfeiture of the Property or other material impairment of Lender's interest in the Property or rights under this Security Instrument.Borrower can cure such a default and,if accelerationamMIMO has occurred,reinstate as provided in Section 19,by causing the action or proceeding to be dismissed with a r- ruling that,in Lender's judgment,precludes forfeiture of the Property or other materiel impairment of Lender's 1 interest in the Property or rights under this Security Instrument.The proceeds of any award or claim for r{f • damages that are attributable to the impairment of Lender's interest in the Property are hereby assigned and a • a shall be paid to Lender. Q All Miscellaneous Proceeds that are not applied to restoration or repair of the Property shall be applied in 0 N the order provided for in Section 2. •- 4A(tA)(0405) CHL(12155) aa6e r ol u Form 3016 1101 12. Borrower Not Released; Forbearance By Lender Not a Waiver. Extension of the time for payment ar modification of amortization of the sums:secured by this Security Instrument granted by Lender to Borrower or any Successor in Interest of Borrower shall not operate to release the liability of Borrower or any Successors in Interest of Borrower. Lender shall not be required to commence proceedings against any Successor in interest of Borrower or to refuse to extend time for payment or otherwise modify amortization of the sums secured by this Security instrument by reason of any demand made by the original Borrower or any Successors in Interest of Borrower.Any forbearance by Lender in exercising any right or remedy including, without limitation,Lender's acceptance of payments from third persons,entities or Successors in Interest of Borrower or in amounts less than the amount then due,shall not be a waiver of or preclude the exercise of any right or remedy. 13.Joint and Several Liability;Co-signers;Successors and Assigns Bound.Borrower covenants and agrees that Borrower's obligations and liability shall be joint and several. However, any Borrower who co-signs this Security Instrument but does not execute the Note(a"co-signer"):(a)is co-signing this Security Instrument only to mortgage,grant end convey the co-signer's interest In the Property under the teres of this Security Instrument;(b)is not personally obligated to pay the sums secured by this Security Instrument;and (c) agrees that Lender and any other Borrower can agree to extend, modify, forbear or make any accommodations with regard to the terns of this Security Instrument or the Note without the co-signer's consent. Subject to the provisions of Section 18,any Successor in Interest of Borrower who assumes Borrower's obligations under this Security Instrument in writing,and is approved by Lender,shall obtain all of Borrower's rights and benefits under this Security Instrument,Borrower shall not be released from Borrower's obligations and liability under this Security Instrument unless Lender agrees to such release in writing.The covenants and agreements of this Security Instrument shall bind(except as provided in Section 20)and benefit the successors and assigns of Lender. 14. Loan Charges. Lender may charge Borrower fees far services performed in connection with Borrower's default, for the purpose of protecting Lender's interest in the Property and rights under this Security Instrument,including,but not limited to,attorneys'fees,property inspection and valuation fees.in regard to any other fees,the absence of express authority in this Security Instrument to charge a specific fee to Borrower shall not be construed as a prohibition on the charging of such fee.Lender may not charge fees that are expressly prohibited by this Security Instrument or by Applicable Law. If the Loan is subject to a law which sets maximum loan charges,and that law is finally interpreted so that the interest or other loan charges collected or to be collected in connection with the Loan exceed the permitted limits,then:(a)any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit;and(b)any sums already collected from Borrower which exceeded permitted limits will be refunded to Borrower.Lender may choose to make this refund by reducing the principal owed under the Note or by making a direct payment to Borrower.If a refund reduces principal,the reduction will be treated as a partial prepayment without any prepayment charge(whether or not a prepayment charge is provided for under the Note). Borrower's acceptance of any such repand made by direct payment to Borrower will constitute a waiver of any right of action Borrower might have arising out of such overcharge. 15.Notices.All notices given by Borrower or Lender in connection with this Security Instrument must be in writing.Any notice to Borrower in connection with this Security Instrument shall be deemed to have been given to Borrower when mailed by first class mail or when sctually delivered to Borrower's notice address if sent by other means.Notice to any one Borrower shall constitute notice to all Borrowers unless Applicable Law expressly requires otherwise. The notice address shall be the Property Address unless Borrower has designated a substitute notice address by notice to Lender.Borrower shall promptly notify Lender of Borrower's change of address.If Lender specifies a procedure for reporting Borrower's change of address,then Borrower shall only report a change of address through that specified procedure.There may be only one designated notice address under this Security Instrument at any one time.Any notice to Lender shall be given by delivering it or by mailing it by first class mail to Lender's address stated herein unless Lender has designated another address by notice to Borrower.Any notice in connection with this Security Instrument shall not be deemed to have been given to Lender until actually received by Lender,If any notice required by this Security Instrument is also required under Applicable Law,the Applicable Law requirement will satisfy the corresponding requirement under this Security Instrument. O 16.Governing Law;Severability;Rules of Construction.This Security Instrument shall be governed by federal law and the law of the jurisdiction in which the Property is located.All rights and obligations contained in this Security Instrument arc subject to any requirements and limitations of Applicable Law. D— Applicable Law might explicitly or implicitly allow the parties to agree by contract or it might be silent,but -"1 «+.s such silence shall not be construed as a prohibition against agreement by contract. In the event that any n-‹ 1 provision or clause of this Security instrument or the Note conflicts with Applicable Law,such conflict shall -4 t�'h r- not affect other provisions of this Security Instrument or the Note which can be given effect without the "<m conflicting provision. -73 As used in this Security Instrument: (a) words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender;(b)words in the singular shall mean and include Y� N the plural and vice versa:and(c)the word"may"gives sole discretion without any obligation to take any action. 17.Borrower's Copy.Borrower shall be given one copy of the Note and of this Security Instrument. Gal 41A(tA}l0ans) CHI(12/05) P"pe 6 0111 Fenn 3010 1101 18.Transfer of the Property or a Beneficial interest In Borrower. As used in this Section 18, "interest in the Property"means any legal or beneficial interest in the Property,including.but not limited to, those beneficial interests transferred in a bond for deed,contract for deed,installment sales contract or escrow agreement,the intent of which is the transfer of title by Borrower at a future date to a purchaser. If all or any pan of the Property or any interest in the Property is sold or transferred(or if Borrower is not a natural person and a beneficial interest in Borrower is sold or transferred)without Lender's prior written consent,Lender may require immediate payment ip full of'all sums secured by this Security Instrument. However,this option shall not he exercised by Lender if such exercise is prohibited by Applicable Law. If Lender exercises this option, Lender shall give Borrower notice of acceleration. The notice shall provide a period of not less than 30 drys from the date the notice is given in accordance with Section 15 within which Borrower roust pay all sums secured by this Security instrument.If Borrower fails to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borrower. 19.Borrower's Right to Reinstate After Acceleration.if Borrower meets certain conditions,Borrower shall have the right to have enforcement of this Security Instrument discontinued at any time prior to the earliest of:(a)five days before sale of the Property pursuant to any power of sale contained in this Security Instrument;(b)such other period at Applicable Law'might specify for the termination of Borrower's right to reinstate;or(c)entry of a judgment enforcing this Security instrument.Those conditions are that Borrower: (a)pays Lender all sums which then would be due under this Security Instrument and the Note as if no acceleration had occurred;(b)cures any default of any other covenants or agreements;(c)pays all expenses incurred in enforcing this Security instrument, including, but nut limited to, reasonable attorneys' fees, property inspection and valuation fees,and other fees incurred for the purpose of protecting Lender's interest in the Property and rights under this Security Instrument;and(d)takes such action as Lender may reasonably require to assure that Lender's interest in the Property and rights under this Security Instrument, and Borrower's obligation to pay the sums secured by this Security instrument,shall continue unchanged.Lender may require that Borrower pay such reinstatement sums and expenses in one or more of the following forms. as selected by Lender:(a)cash;(b)money order;(c)certified cheek,bank check,treasurer's check or cashier's check,provided any such check is drawn upon an institution whose deposits are insured by a federal agency, instrumentality or entity;or(d)Electronic Funds Transfer. Upon reinstatement by Borrower,this Security Instrument and obligations secured hereby shall remain fully effective as if no acceleration had occurred. However,this right to reinstate shall not apply in the case of acceleration under Section 18. 20.Sale of Note;Change of Loan Servicer;Notice of Grievance.The Note ora partial interest in the Note(together with this Security Instrument)can be sold one or more times without prior notice to Borrower. A sale might result in a change in the entity(known as the'Loan Servicer")that collects Periodic Payments due under the Note and this Security Instrument and performs other mongage loan servicing obligations under the Note,this Security Instrument,and Applicable Law.There also might be one or more changes of the Loan Servicer unrelated to a sale of the Note.If there is a change of the Loan Servicer,Borrower will be given written notice of the change which will slate the name and address of the new Loan Servicer,the address to which payments should be made and any other information RLSPA requires in connection with a notice of transfer of servicing.If the Note is sold and thereafter the Loan is serviced by a Loan Servicer other than the purchaser of the Note,the mortgage loan servicing obligations to Borrower will remain with the Loan Servicer or be transferred to a successor Loan Servicer and are not assumed by the Note purchaser unless otherwise provided by the Note purchaser. Neither Borrower nor Lender may commence,join,or be joined to any judicial action(as either an individual litigant or the member of a class)that arises from the other party's actions pursuant to this Security Instrument or that alleges that the other party has breached any provision of,or any duty owed by reason of, this Security Instmtncnt,until such Borrower or Lender has notified the other party(with such notice given in compliance with the requirements of Section 15)of such alleged breach and afforded the other patty hereto a reasonable period after the giving of such notice to take corrective action.If Applicable Law provides a time period which must elapse before certain action can be taken,that time period will be deemed to be reasonable for purposes of this paragraph.The notice of acceleration and opportunity to cure given to Borrower pursuant to Section 22 and the notice of acceleration given to Borrower pursuant to Section 18 shall be deemed to satisfy the notice and opportunity to take corrective action provisions of this Section 20. 21.Hazardous Substances.As used in this Section 21:(a)"Hazardous Substances'are those substances P.) defined as toxic or hazardous substances, pollutants,or wastes by Environmental Law and the following o substances:gasoline,kerosene,other flammable or toxic petroleum products,toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials; (b) �;,C) "Environmental Law"means federal laws and laws of the jurisdiction where the Property is located that relate to health,safety or environmental protection;(c)"Environmental Cleanup" includes any response action, remedial action,or removal action,as defined in Environmental Law;and(d)an"Environmental Condition" C—) means a condition that can cause,contribute to,or otherwise trigger an Environmental Cleanup. a-4 C? Borrower shall not cause or permit the presence,use,disposal,storage,or release of any Hazardous .. r_•• !'� Substances,or threaten to release any Hazardous Substances,on or in the Property.Borrower shall not do,nor ` i'rl allow anyone else to do,anything affectingthe Properly y Y 8 p y(a)that is in violation of any Environments!Law,(b) 0:J which creates an Environmental Condition,or(c)which,due to the presence,use,or release of a Hazardous N Substance,creates a condition tbat adversely affects the value of the Property.The preceding two sentences ,y 'SA(IA)(0405) CHL 112)05) Pageant II Form ISIS 1101 t� shall not apply to the presence,use,or storage on the Property of small quantities of Hazardous Substances that arc generally recognized to be appropriate to normal residential uses and to maintenance of the Property (including,but not limited to,hazardous substances in consumer products). Borrower shall promptly give Lender written notice of(a)any investigation,claim,demand,lawsuit or other action by any governmental or regulatory agency or private party involving the Property and any Hazardous Substance or Environmental Law of which Borrower has actual knowledge,(b)any Environmental Condition,including hut not limited to,any spilling,leaking,discharge,release or threat of release of any hazardous Substance,and(c)any condition caused by the presence,use or release of a Hazardous Substance which adversely affects the value of the Property.If Borrower learns,or is notified by any governmental or regulatory authority,or any private party,that any removal or other remediation of any Hazardous Substance affecting the Property is necessary,Borrower shall promptly take all necessary remedial actions in accordance with Environmental I.aw.Nothing herein shall create any obligation on Lender for an Environmental Cleanup. NON-UNIFORM COVENANTS.Borrower and Lender further covenant and agree as follows: 22.Acceleration; Remedies.Lender shall give notice to Borrower prior to acceleration following Borrower's breach of any covenant or agreement in this Security Instrument (but not prior to acceleration under Section 18 unless Applicable Law provides otherwise).The notice shall specify:(a) the default;(b)the action required to cure the default;(c)a date,not less than 30 days from the date the notice is given to Borrower,by which the default must be cured;and(d)that failure to cure the default on or before the date specified in the notke may result In acceleration of the sumo secured by this Security Instrument, foreclosure by Judicial proceeding and sale of the Property. The notice shall further inform Borrower of the right to reinstate after acceleration and the right to assert in the foreclosure proceeding the non-exlatence of a default or any other defense of Borrower to acceleration end foreclosure.If the default is not cured on or before the date specified in the notice,Lender at its option may require Immediate payment in full of all sums secured by this Security Instrument without further demand and may foreclose this Security instrument by Judicial proceeding.Lender shall be entitled to collect all expenses Incurred in pursuing the remedies provided In this Section 22,including, but not limited to,reasonable attorneys'fees and costs of title evidence. 23.Release.Upon payment of all sums secured by this Security Instrument.Lender shall release this Security Instrument.Lender may charge Borrower a fee for releasing this Security Instrument,but only if the fee is paid to a third parry for services rendered and the charging of the fee Is permitted under Applicable Law. 24.Waivers.Borrower relinquishes all right of dower and waives ell right of homestead and distributive share in and to the Property.Borrower waives any right of exemption as to the Property. 25. HOMESTEAD EXEMPTION WAIVER. I UNDERSTAND THAT HOMESTEAD PROPERTY IS IN MANY CASES PROTECTED FROM THE CLAIMS OF CREDITORS AND EXEMPT FROM JUDICIAL SALE; AND THAT BY SIGNING THIS MORTGAGE, I VOLUNTARILY GIVE UP MY RIGHT TO THIS PROTECTION FOR THIS MORTGAGED PROPERTY WITH RESPECT TO CLAIMS BASED UPON THIS MORTGAGE. JUL 2 5 2006 non'ownr etdlrhnrsD ALI Dat, JUL 2 5 2006 Borrower MAGNA IBRAHIM Datc Bona,.cr Date Burrower Dstc _ C:) 26. Redemption Period. If the Property is less than 10 acres in size and Lender waives in any n.-< foreclosure proceeding any right to a deficiency judgment against Borrower,the period of redemption fromQ� - judicial sale shall be reduced to 6 months.If the court'Enda that the Property has been abandoned by Borrower -IC7 ` and Lender waives any right to a deficiency judgment against Borrower,the period of'redemption from '<r judicial sale shall be reduced to 60 days.The provisions of this Section 26 shall be construed to conform to the - Rl provisions of Sections 628.26 and 628.27 of the Code of Iowa. p%J -� PC, 0 4211 -6A(tA1t0405) CHI.(12/05) Pago.t0 of II Form 3018 1/01 IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSETERMS IN WRITING ARE ENFORCEABLE.NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY. BE LEGALLY ENFORCED.YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. BY SIGNING BELOW. Borrower accepts and agrees to the terms and covenants contained in this Security Instrument and in any Rider executed by Borrower and recorded with it. (Seal) WHAM ALI Borrower (Seal) maw*.iBRAnfN -Sommer • (Seal) •8mrower (Seat) -Borrower STATE OF IOWA, t"''^-. County ss: On this_ ?-'5 day of S"k-, Z'''� ,before me,a Notary Public in the State of Iowa,personlly appeared A j T �_�. M. k.-0 I .J!.�..C.rOL lJO.)WC .Ih,- L.w, to me personally known to be the person(s)named in and who executed the foregoing instillment,and acknowledged that helslteMw34xecated the same as hhs/hafltf>ridvoluntary act and deed. My Commission Expires: ' '2&l..)`f /f- -• .,/ ,/'tet"' 7C0----'2"- Notary Public in and for said County and Stair unIAN itANEALY a: , 11ANJmean 722649 �(,MY SS' PIR£' i •y CL`c+M16°ION ER aM'. rV c=tt C? r C7 w �`t`t y i j D.;;;--.--4 ap C'7-. I F,•.. =<- rn 57 - -z Iv .BABA)(040.5) CHL(12!05) Page 110111 Form MIS vat a's (Spare Above TieII Line For Recording Dabl ADJUSTABLE RATE RIDER (LIBOR lades-Rale Caps) After Recording Return To: COUNTRYWIDE HOME LOANS, INC. MS SV-79 DOCUMENT PROCESSING P.O.Bax 10423 Van Nuys, CA 91410-0423 Prepared By: ERIK WILLIAMS COUNTRYWIDE HOME LOANS, INC. 1600 GOLF ROAD, THIRD FLOOR ROLLING MEADOWS IL 60008 Phone: (800)998-8223 THIS ADJUSTABLE RATE RIDER is made this TWENTY-FIFTH day of JULY, 2006 , and is incorporated into and shall be deemed to amend and supplement the Mortgage,Deed of Trust,or Deed to Secure Debt(the"Security Instrument")of the same date given by the undersigned(the"Borrower")to secure Borrower's Note to COUNTRYWIDE HOME LOANS, INC. (the"Lender')of the same date and covering the property described in the Security Instrument and located at: 1528 Crosby Ln Iowa City, IA 52240-5861 (P,openr Adam-v) THE NOTE CONTAINS PROVISIONS ALLOWING FOR CHANGES IN THE INTEREST RATE AND THE MONTHLY PAYMENT. THE NOTE LIMITS THE AMOUNT THE BORROWER'S INTEREST RATE CAN CHANGE AT ANY ONE TIME AND THE MAXIMUM RATE THE BORROWER MUST PAY. MULTISTATE ADJUSTABLE RATE RIDER.LIBOR INDEX-Single Family Ay y A3 tN CO1rMlle4� f _ d_ • BC-ARM Rider 2U193•XX(ONO t)(d) Page 1 of 3 Q r n Q7 "r rn rn -n 1:9 Q a' ADDITIONAL COVENANTS. In addition to the covenants and agreements made in the Security Instrument,Borrower and lender Anther covenant and agree as follows: A.INTEREST RATE AND MONTHLY PAYMENT CHANGES The Note provides for an initial interest rate of 8.500 %.The Note provides for changes in the interest rate and the monthly payments,as follows: 4.INTEREST RATE AND MONTHLY PAYMENT CHANGES (A)Change Dates The interest rate I will pay may change on the f ire t day of AUGUST, 2008 ,and on that day every sixth month thereafter.Each date on which my interest rate could change is called a"Change Date." (8)The Index Beginning with the first Change Date,my interest rate will be based on an Index.The"Index`is the average of interbank offered rates for six-month U.S. dollar-denominated deposits in the London market ("LIBOR'),as published in The Wall Street Journal.The most recent Index figure available as of the date 45 days before each Change Date is called the"Current Index." lithe Index is no longer available,the Note Holder will choose a new index that is based upon comparable information.The Note Holder will give me notice of this choice. (C)alleviation of Changes Before each Change Date,the Note Holder will calculate my new interest rale by adding SIX & FIVE-EIGHTHS percentage point(s)( 6.625 %) to the Current Index. The Note Holder will then round the result of this addition to the nearest one-eighth of one percentage point (0.125%).Subject to the limits stated in Section 4(D)below,this rounded amount will be my new interest rate until the next Change Date. The Note Holder will then determine the amount of the monthly payment that would be sufficient to repay the unpaid principal that I am expected to owe at the Change Date in full on the maturity date at my new interest rete in substantially equal payments.The result of this calculation will be the new amount of my monthly payment. (D)Limits on Interest Rate Changes The interest rats l am required to pay at the first Change Date will not be greater than 10.000 % or lest than 8,500 %.Thereafter, my interest rate will never be increased or decreased on any Change Date by more than single ONE & ONE-HALF percentage point(s) ( 1.500 %)from the rate of interest.I have been paying for the preceding six months. My interest rate will never be greater than 15.500 %or less than 8.500 % (E)Effective Date of Changes My new interest rate will become effective on each Change Date. I will pay the amount of my new monthly payment beginning on the first monthly payment date after the Change Dale until the amount of my monthly payment changes again. (F)Notice of Changes The Note Holder will deliver or mail to me a notice of any changes in nay interest rate and the amount of my monthly payment before the effective date of any change.The notice will include information required by law to be given me and also the title and telephone number of a person who will answer any question t may have regarding the notice. B.TRANSFER OF THE PROPERTY OR A BENEFICIAL INTEREST IN BORROWER Uniform Covenant 18 of the Security Instrument is amended to read as follows: Transfer of the Property or a Beneficial Interest In Borrower.As used in this Section 18. Interest in the Property"means any legal or beneficial interest in the Properly,including,but not limited to.those beneficial interests transferred in a bond for deed,contract for deed,installment sales contract or escrow agreement,the intent of which is the transfer of title by Borrower at a future date tv C., to a purchaser. 0 4-71 CowImiaaie:IV "� l ere.. • BC-ARM Rider 2U193-%%101/01) Pape 2 el 3 —1 • rT1 -17 • 3> _ rn If all or any part of the Property or any Interest in me rroperty is sold or transferred(or if a Borrower is not a natural person and a beneficial interest in Borrower is sold or transferred)without Lender's prior written consent,Lender may require immediate payment in full of all sums secured by this Security Instrument.However,this option shall not be exercised by Lender if such exercise is prohibited by Applicable Law.Lender also shall not exercise this option if:(a)Borrower causes to be submitted to Lender information required by Lender to evaluate the intended transferee as if a new loan were being made to the transferee-and(b)Lender reasonably determines that Lender's security will not be impaired by the loan assumption and that the risk of a breach of any covenant or agreement in this Security Instrument is acceptable to Lender. To the extent permitted by Applicable Law.Lender may charge a reasonable fee as a condition to Lender's consent to the loan assumption. Lender may also require the transferee to sign an assumption agreement that is acceptable to Lender and that obligates the transferee to keep all the promises and agreements made in the Note and in this Security Instrument.Borrower will continue to be obligated under the Note and this Security Instrument unless Lender releases Borrower in writing. If-Under exercises the option to require immediate payment in full,Lender shall give Borrower notice of acceleration.The notice shall provide a period of not less than 30 days from the date the notice is given in accordance with Section 15 within which Borrower must pay all sums secured by this Security Instrument.If Borrower fails to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borrower. BY SIGNING BBLOw, Borrower accepts and agrees to the terms and covenants contained in this Adjustable Rate Rider. • ,(Seal) MOfir'KIEB ALI Bormwer NAGWA IBRAHIM (Seal) -Borrower (Seal) -Borrower (Seal) -Borrower CONY • BC-ARM Rider 211193-XX(01(01) Pogo 3 of 3 O *C? sem• D--s ,_< l r. =+c, t'1 =<m rn N 0i Preparer/Return to: Brian G. Sayer, Klatt, Odekirk,Augustine, Sayer, Treinen & Rastede, P.C. 531 Commercial Street, SE 250, PO Box 2675, Waterloo, Iowa 50704-2675 (319) 232-3304 Grantor: Mortgage Electronic Registration Systems, Inc. as nominee for Countrywide Home Loans, Inc. Grantee: The Bank of New York Mellon FKA The Bank of New York, as Trustee for the certificateholders of the CWABS, Inc., ASSET-BACKED CERTIFICATES, SERIES 2006-17 Legal Description Lot 91 in Part Two Hollywood Manor Addition to Iowa City, Iowa, according to the plat thereof recorded in Book 6, Page 74, Plat Records of Johnson County, Iowa. Situated in Johnson County, Iowa ASSIGNMENT OF MORTGAGE The undersigned, for valuable consideration received,hereby assigns to The Bank of New York Mellon FKA The Bank of New York, as Trustee for the certificateholders of the CWABS, Inc., ASSET-BACKED CERTIFICATES, SERIES 2006-17, all of its right and title in and to that one certain mortgage from Mohamed Ali and Nagwa Ibrahim to Mortgage Electronic Registration Systems, Inc. as nominee for Countrywide Home Loans, Inc., dated 7/25/2006, which Mortgage was filed on 8/7/2006,in Book 4066 Page 135 in the records for JohnsonCounty. Dated this *day of ,20,1.E-. ortgage Eluon l= ic Registration Systems, Ings nomi er f•� Y trywide Home Loannc. .111'_ IMP') By: a Marie Wallace ..a c-, C' r as A MS. - 1.- - a ,fortse Electronic Registration ystems, Inc.oas.mii forl�,��,,,ia Countrywide Home Loans, Inc. ;; rj k.J Colorado -1. •• State of ) — County of Douglas ) ss. (.3-1FEB 1 9 2014 Jessica Harper --Notary -Public On ,before me, ,personally appeared _ 8 F� ,who proved to me on the basis of satisfactory evidence to be the person(s) whosdnutitlin rtfOklgt the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ics),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s) acted,executed the instrument./'' I certify under the PENALTY OF PERJURY under the laws of the State of L,OIOC cJaC —that the foregoing paragraph is true and correct. WITNESS m hand and official seal. JESSICA HARPER NOTARY PUBLIC Signaturer�� (Seal) STATE OF COLORADO •,` NOTARY ID 20124076169 MY COMMISSION EXPIRES 11118/2016 KLATT, ODEKIRK, AUGUSTINE, SAYER, TREINEN & RASTEDE, P.C. ATTORNEYS AT LAW - 531 COMMERCIAL STREET,SUITE 250 [ a P.O.BOX 2675 WATERLOO,IA 50704-2363 TELEPHONE: (319)232-3304 FACSIMILE: (319)232-3639 CURTIS J.KLATT *of Counsel DAVID P.ODEKIRK C.MORGAN LASLEY CHARLES P.AUGUSTINE C.ANTHONY CRNIC BRIAN G.SAYER KEVIN'CASEY'RIGDON MICHAEL O.TREINEN JANELLE G.EWING TERESA A.RASTEDE October 16,2013 Mohamed Ali 1528 Crosby Ln. Iowa City,IA 52240 NOTICE OF RIGHT TO CURE DEFAULT Specialized Loan Servicing is attempting to collect a debt and any information obtained will be used for that purpose. IF YOU WERE A BORROWER OF THIS LOAN PRIOR TO FILING CHAPTER 7 BANKRUPTCY IN WHICH YOU RECEIVED A DISCHARGE,AND IF THIS LOAN WAS NOT REAFFIRMED IN THE BANKRUPTCY CASE, LENDER IS EXERCISING ITS IN REM RIGHTS AS ALLOWED UNDER APPLICABLE LAW AND IS NOT ATTEMPTING ANY ACT TO COLLECT,RECOVER,OR OFFSET THE DISCHARGED DEBT AS YOUR PERSONAL LIABILITY. Account No.: Property Address: 1528 Crosby Ln Iowa City,IA 52240 Name of current creditor/owner: Specialized Loan Servicing Time and Place of the creation of the debt: June 25,2006 Story County Iowa Merchandise,services,or other things of value: Mortgage/Deed of Trust Amount in Default: $21,006.50 Dear Borrower(s): This letter is formal notice to you that you are in default under the terms of the documents creating your loan described above (documents include the Note,Security Agreement such as a Deed of Trust or Mortgage,etc.) Your loan is in default because you have not made the required payments when they came due. Below is an itemization of your default,please send payments to Specialized Loan Servicing,8742 Lucent Blvd.,Ste.300, Highlands Ranch,CO 80129. Total Delinquent Payments: $18,769.84 Late Charges: $ 161.05 p Property Inspections: $ 2,645.00 Corporate Advances: $ 645.00 Suspense: ($1,214.39) 2 ‹ I Total Due $21,006.50 "1 C7 (T7 "D 1 + 1 THIS LETTER CONTINUES ON THE NEXT PAGE CD 7 THIS LETTER HEREBY DEMANDS THAT YOU PAY THE AMOUNT IN DEFAULT,AS STATED ABOVE, WITHIN 30 DAYS FROM THE DATE OF THIS LETTER(NOVEMBER 16,2013),PLUS ANY REGULAR PAYMENT,LATE CHARGES,OR FEES THAT MAY COME DUE DURING THE 30 DAY PERIOD. This letter is further notice to you that Specialized Loan Servicing intends to enforce the provisions of the Note and Security Instrument. You must pay the amount in Default within 30 days of the date of this letter. If this date is a Saturday,Sunday,or legal holiday,you will have until the next business day to cure the default. If you do not pay the full amount of the default by the Cure Date,Specialized Loan Servicing will accelerate the entire sum of principal and accrued but not unpaid interest on your loan and deem it immediately due and payable.Specialized Loan Servicing will also seek any and all remedies that it may have under the Note and Security Instrument,such as the foreclosure sale of the property described in the Property Address. You may be obligated to pay reasonable costs of collection,including,but not limited to,court costs,attorney fees,and collection agency fees,except that such costs of collection: 1)may not include costs that were incurred by a salaried employee of the creditor or its assignee;2)may not include the recovery of both attorney fees and collection agency fees;and 3)shall not be in excess of 15%of the unpaid debt after the default. You may have the right to reinstate the loan after acceleration or sale pursuant to your Security Instrument or governing State law. You also have the right to bring a court action to assert the nonexistence of a default or any other defense to acceleration that you may have. Reinstatement:PAYMENT MUST BE IN THE FORM OF CERTIFIED FUNDS. You may dispute the validity of the debt or any portion thereof. If you do so in writing within 30 days of the date of this letter, then Specialized Loan Servicing will obtain and provide you with written verification thereof;otherwise,the debt will be assumed to be valid. Likewise,you may request the name and address of the original creditor if different than the name above. The activity contemplated in this paragraph will not alter or extend any time period or activity set out in the other paragraphs. We may report information about your account to credit bureaus. Late payments,missed payments,or other defaults on your account may be reflected in your credit report. If you are currently including optional insurance payments such as accidental death or disability with your mortgage payment, you must contact your insurance company to confirm the status of your policy. Your policy may have been cancelled as a result of this default. You are responsible to reinstate your policy directly with the insurance company that has your insurance. You are encouraged to call Specialized Loan Servicing to discuss the default on your loan. We can be reached at 1-(800)746- 2936.You may contact us in writing at the following address:Specialized Loan Servicing,8742 Lucent Blvd.,Ste.300, Highlands Ranch,CO 80129. THIS IS A SERIOUS MATTER. PLEASE BE ADVISED AND ACT ACCORDINGLY. Sincerely, Specialized Loan Servicing N O C c- na' a n ITT 670 -- � N v • KLATT, ODEKIRK, AUGUSTINE, SAYER, TREINEN & RASTEDE, P.C. ATTORNEYS AT LAW 531 COMMERCIAL STREET,SUITE 250 P.O.BOX 2675 WATERLOO,IA 50704-2363 TELEPHONE: (319)232-3304 FACSIMILE: (319)232-3639 CURTIS J.KLATT *of Counsel DAVID P.ODEKIRK C.MORGAN LASLEY CHARLES P.AUGUSTINE C.ANTHONY CRNIC BRIAN G.SAYER KEVIN`CASEY'RIGDON MICHAEL O.TREINEN JANELLE G.EWING TERESA A.RASTEDE October 16,2013 Nagwa Ibrahim 1528 Crosby Ln. Iowa City,IA 52240 NOTICE OF RIGHT TO CURE DEFAULT Specialized Loan Servicing is attempting to collect a debt and any information obtained will be used for that purpose. IF YOU WERE A BORROWER OF THIS LOAN PRIOR TO FILING CHAPTER 7 BANKRUPTCY IN WHICH YOU RECEIVED A DISCHARGE,AND IF THIS LOAN WAS NOT REAFFIRMED IN THE BANKRUPTCY CASE,LENDER IS EXERCISING ITS IN REM RIGHTS AS ALLOWED UNDER APPLICABLE LAW AND IS NOT ATTEMPTING ANY ACT TO COLLECT,RECOVER,OR OFFSET THE DISCHARGED DEBT AS YOUR PERSONAL LIABILITY. Account No.: Property Address: 1528 Crosby Ln Iowa City,IA 52240 Name of current creditor/owner: Specialized Loan Servicing Time and Place of the creation of the debt: June 25,2006 Story County Iowa Merchandise,services,or other things of value: Mortgage/Deed of Trust Amount in Default: $21,006.50 Dear Borrower(s): This letter is formal notice to you that you are in default under the terms of the documents creating your loan described above(documents include the Note,Security Agreement such as a Deed of Trust or Mortgage,etc.) Your loan is in default because you have not made the required payments when they came due. Below is an itemization of your default,please send payments to Specialized Loan Servicing,8742 Lucent Blvd.,Ste. 300, Highlands Ranch,CO 80129. Total Delinquent Payments: $18,769.84 0 Late Charges: $ 161.05 r, Property Inspections: $ 2,645.00 Corporate Advances: $ 645.00 c Suspense: ($1,214.39) Total Due $21,006.50 .:t t') —< In THIS LETTER CONTINUES ON THE NEXT PAGE (:)— N acv --J THIS LETTER HEREBY DEMANDS THAT YOU PAY THE AMOUNT IN DEFAULT,AS STATED ABOVE, WITHIN 30 DAYS FROM THE DATE OF THIS LETTER(NOVEMBER 16,2013),PLUS ANY REGULAR PAYMENT,LATE CHARGES,OR FEES THAT MAY COME DUE DURING THE 30 DAY PERIOD. This letter is further notice to you that Specialized Loan Servicing intends to enforce the provisions of the Note and Security Instrument. You must pay the amount in Default within 30 days of the date of this letter. If this date is a Saturday,Sunday,or legal holiday,you will have until the next business day to cure the default. If you do not pay the full amount of the default by the Cure Date,Specialized Loan Servicing will accelerate the entire sum of principal and accrued but not unpaid interest on your loan and deem it immediately due and payable.Specialized Loan Servicing will also seek any and all remedies that it may have under the Note and Security Instrument,such as the foreclosure sale of the property described in the Property Address. You may be obligated to pay reasonable costs of collection,including,but not limited to,court costs,attorney fees,and collection agency fees,except that such costs of collection: 1)may not include costs that were incurred by a salaried employee of the creditor or its assignee;2)may not include the recovery of both attorney fees and collection agency fees; and 3)shall not be in excess of 15%of the unpaid debt after the default. You may have the right to reinstate the loan after acceleration or sale pursuant to your Security Instrument or governing State law. You also have the right to bring a court action to assert the nonexistence of a default or any other defense to acceleration that you may have. Reinstatement:PAYMENT MUST BE IN THE FORM OF CERTIFIED FUNDS. You may dispute the validity of the debt or any portion thereof. If you do so in writing within 30 days of the date of this letter,then Specialized Loan Servicing will obtain and provide you with written verification thereof;otherwise,the debt will be assumed to be valid. Likewise,you may request the name and address of the original creditor if different than the name above. The activity contemplated in this paragraph will not alter or extend any time period or activity set out in the other paragraphs. We may report information about your account to credit bureaus. Late payments,missed payments,or other defaults on your account may be reflected in your credit report. If you are currently including optional insurance payments such as accidental death or disability with your mortgage payment,you must contact your insurance company to confirm the status of your policy. Your policy may have been cancelled as a result of this default. You are responsible to reinstate your policy directly with the insurance company that has your insurance. You are encouraged to call Specialized Loan Servicing to discuss the default on your loan. We can be reached at 1- (800)746-2936.You may contact us in writing at the following address:Specialized Loan Servicing,8742 Lucent Blvd., Ste.300,Highlands Ranch,CO 80129. THIS IS A SERIOUS MATTER. PLEASE BE ADVISED AND ACT ACCORDINGLY. Sincerely, r.� _ ca C5 Specialized Loan Servicing >n 5 C it 7<m -ti CD 37-1 • LPS122434 IN THE IOWA DISTRICT COURT IN AND FOR JOHNSON COUNTY THE BANK OF NEW YORK MELLON FKA THE BANK OF NEW YORK,AS TRUSTEE CASE NO. FOR THE CERTIFICATEHOLDERS OF THE CWABS,INC.,ASSET-BACKED AFFIDAVIT FOR ATTORNEY FEES CERTIFICATES, SERIES 2006-17, Plaintiff, vs. EX11 — , MOHAMED ALI, E NAGWA IBRAHIM, CITY OF IOWA CITY, MORTGAGE ELECTRONIC REGISTRATION SYSTEMS,INC.,ACTING AS NOMINEE FOR COUNTRYWIDE HOME LOANS,INC., STATE OF IOWA, AND PARTIES IN POSSESSION, Defendants. STATE OF IOWA ) ) COUNTY OF BLACK HAWK ) I,Janelle G.Ewing,hereby state that I am a member of the firm of Klatt,Odekirk,Augustine,Sayer, Treinen&Rastede,P.C.,the attorneys for the Plaintiff in the above-entitled cause;that I am familiar with the terms of the Note and Mortgage sued upon herein as attorney for the Plaintiff; that I have read the foregoing Petition and am familiar with the contents thereof, and the allegations contained therein are true as I verily believe. I further depose and state that I am a regular practicing attorney in the Courts of the State of Iowa; that the attorney's fees prayed for herein are for services rendered and to be rendered by me as attorney for the Plaintiff in this action;that there has been no agreement,express or implied,between me and any other person or persons except other practicing attorneys engaged with me in this action,for a division or sharing of the attorney's fees prayed for herein. ��/Iii. J�-P Date: 7 -27-!t Janet - G. E ng Att. ey f. the Pia' tiff n 3 `Yl a=1 C7-< 1 Acknowledged before me : this Z7 day of F2h, Vt.. _v\,,,20(y . .�<rmn- '� l _ rngy 0 sn''• JADE M GOODIN of Public in and th '''tate()Lima .:, COMMISSION NO.779911 =''S: " ?AY C9AM�IFION EXP,I ES �.," KLATT, ODEKIRK, AUGUSTINE, SAYER, TREINEN & RASTEDE, P.C. ATTORNEYS AT LAW 925 E 4TH ST. WATERLOO,IA 50703 TELEPHONE: (319)234-2530 FACSIMILE: (319)232-6341 CURTIS.1.KLATT 'of Counsel DAVID P.ODEKIRK C.MORGAN LASLEY CHARLES P.AUGUSTINE C.ANTHONY CRNIC BRIAN G.SAYER KEVIN`CASEY'RIGDON MICHAEL O.TREINEN JANELLE G.EWING TERESA A.RASTEDE LINDSEY L.PURDY November 19, 2013 Mohamed Ali 1528 Crosby Ln Iowa City, IA 52240 DEMAND FOR PAYMENT Loan no. Property address 1528 Crosby Ln Iowa City, IA 52240 Current creditor/servicer name Specialized Loan Servicing Current creditor/servicer address 8742 Lucent Blvd., Ste. 300 Highlands Ranch, CO 80129 Deed of trust/mortgage dated July 25, 2006 Dear MORTGAGOR: Specialized Loan Servicing, on behalf of the owner and holder of your mortgage loan has retained the law firm of Klatt, Odekirk, Augustine, Sayer, Treinen & Rastede, P.C. to send you this letter. We are writing you to provide you with formal notice that in accordance with the referenced Mortgage and applicable state law, your balance has been accelerated. Below is a summary of your accelerated balance: Principal $108,708.01 Interest $9,088.78 CD -71 Late charges $225.47 T�=� Escrow advances $4,870.76 `-)-` Other charges $742.00 c-) rn Credit balance $-1,214.39 ACCELERATED BALANCE $122,420.63 You must pay the accelerated balance within 14 days of the date of this letter or your property that is collateral for the Note may then be scheduled for foreclosure in accordance with the terms of the Mortgage and applicable state laws. If you have not cured the default by December 3, 2013, additional amounts may become due and payable under your Note and Mortgage. The undersigned is a debt collector attempting to collect a debt, and any information will be used for that purpose. However, if you have had your debt discharged in bankruptcy and you did not reaffirm your loan in your bankruptcy case, Specialized Loan Servicing will only exercise its right as against the property and is not attempting to assess or collect the debt from you personally. You are further advised that unless you notify the undersigned in writing within 30 days of your receipt of this notice that you dispute the validity of the amount owed to Specialized Loan Servicing or any portion thereof, the debt will be assumed to be valid. Please note these Fair Debt Collection Practices Act provisions: (a) If the consumer notifies the debt collector in writing within the 30-day period that the debt, or any portion thereof, is disputed, the debt collector will obtain verification of the debt or a copy of a judgment against the consumer and a copy of such verification of the debt or a copy of a judgment against the consumer and a copy of such verification or judgment will be mailed to the consumer by the debt collector; (b) If the consumer requests, upon the consumer's written request, within the 30- day period, the name and address of the original creditor, the debt collector will provide the consumer with the name and address of the original creditor if different from the current creditor; and, (c) The debt collector shall cease collection of the debt or any disputed portion thereof, until the debt collector obtains verification of the debt or a copy of a judgment, or the name and address of the original creditor if different from the current creditor. This matter is very important. Please give it your immediate attention. Sincerely, Default Administration Department Klatt, Odekirk, Augustine, Sayer, Treinen & Rastede, P.C. N d _o .r- fir.. KLATT, ODEKIRK, AUGUSTINE, SAYER, TREINEN & RASTEDE, P.C. ATTORNEYS AT LAW 925 E 4TH ST. WATERLOO,IA 50703 TELEPHONE: (319)234-2530 FACSIMILE: (319)232-6341 CURTIS J.KLATT *of Counsel DAVID P.ODEKIRK C.MORGAN LASLEY CHARLES P.AUGUSTINE C.ANTHONY CRNIC BRIAN G.SAYER KEVIN`CASEY'RIGDON MICHAEL O.TREINEN JANELLE G.EWING TERESA A.RASTEDE LINDSEY L.PURDY November 19, 2013 Nagwa Ibrahim 1528 Crosby Ln Iowa City, IA 52240 DEMAND FOR PAYMENT Loan no. Property address 1528 Crosby Ln Iowa City, IA 52240 Current creditor/servicer name Specialized Loan Servicing Current creditor/servicer address 8742 Lucent Blvd., Ste. 300 Highlands Ranch, CO 80129 Deed of trust/mortgage dated July 25, 2006 Dear MORTGAGOR: Specialized Loan Servicing, on behalf of the owner and holder of your mortgage loan has retained the law firm of Klatt, Odekirk, Augustine, Sayer, Treinen & Rastede, P.C. to send you this letter. We are writing you to provide you with formal notice that in accordance with the referenced Mortgage and applicable state law, your balance has been accelerated. Below is a summary of your accelerated balance: Principal $108,708.01 Interest $9,088.78 Late charges $225.47 o Escrow advances $4,870.76 y� Other charges $742.00 c-)-C r-- Credit balance $-1,214.39 '12 ACCELERATED BALANCE $122,420.63 �� 0 � IV You must pay the accelerated balance within 14 days of the date of this?Ietter zit. your property that is collateral for the Note may then be scheduled for foreclosure in accordance with the terms of the Mortgage and applicable state laws. If you have not cured the default by December 3, 2013, additional amounts may become due and payable under your Note and Mortgage. The undersigned is a debt collector attempting to collect a debt, and any information will be used for that purpose. However, if you have had your debt discharged in bankruptcy and you did not reaffirm your loan in your bankruptcy case, Specialized Loan Servicing will only exercise its right as against the property and is not attempting to assess or collect the debt from you personally. You are further advised that unless you notify the undersigned in writing within 30 days of your receipt of this notice that you dispute the validity of the amount owed to Specialized Loan Servicing or any portion thereof, the debt will be assumed to be valid. Please note these Fair Debt Collection Practices Act provisions: (a) If the consumer notifies the debt collector in writing within the 30-day period that the debt, or any portion thereof, is disputed, the debt collector will obtain verification of the debt or a copy of a judgment against the consumer and a copy of such verification of the debt or a copy of a judgment against the consumer and a copy of such verification or judgment will be mailed to the consumer by the debt collector; (b) If the consumer requests, upon the consumer's written request, within the 30- day period, the name and address of the original creditor, the debt collector will provide the consumer with the name and address of the original creditor if different from the current creditor; and, (c) The debt collector shall cease collection of the debt or any disputed portion thereof, until the debt collector obtains verification of the debt or a copy of a judgment, or the name and address of the original creditor if different from the current creditor. This matter is very important. Please give it your immediate attention. Sincerely, Default Administration Department Klatt, Odekirk, Augustine, Sayer, Treinen & Rastede, P.C. rilanm Iu m o� ` ! p .. EXE 1 1T ..., -..,G _ } Mortgage Mediation Notice .rif ,; You are receiving this notice because (1) your lender believes that your mortgage is seriously delinquent, or (2) a foreclosure .1; petition was recently filed against you. The purpose of this notice sj, is to inform you that help is available through Iowa Mortgage Help, 5;. a State of Iowa-sponsored program. '4 1 4 help is available Iowa Mortgage Help is a group of organizations partnering with the Iowa Attorney General's Office and the Iowa Finance Authority to offer - all Iowans access to free, confidential mortgage counseling with local organizations located right here in Iowa. Iowa Mortgage Help is here to assist you in working through your situation. Please call 1-877-622-4866 as soon as possible. The earlier you call, the more options that are available to you. When you call, you will be referred to a trained, professional counselor who will listen to your situation and offer free, confidential advice through each step of the process. In some cases, we are able to work with lenders and borrowers to restructure mortgage terms. While we are not able to help everyone, we are able to help the majority of homeowners who call Iowa Mortgage Help. The fact that a foreclosure petition may be or has been filed against 4: you does not necessarily mean that you will lose your house. It is NOT _ : too late. There is still time for help. 1 Do Not Delay. This may be your best chance for saving your home from foreclosure. `� Ve & Call 1-877-622-4866 today or go to IowaMorpHgp.com. :' < �,4`4,�' This free call could save your home. #„,• "7,', ..1" t . l \ Iowa Mortgage Help �m a al 1-877-622-4866 N 0 ::',4.;:'::.:, n� . www.lowaMortgageHelp.com te: -:',.:" .14?.., s " P ti This notice is being provided as required by Iowa Code section 654.48(2)_ � yi Worksheet Hawkeye State Process Serve, LLC Assigned To: Hadley Libbey JOB ID: 14-001077 Ref: LPS122434 Priority: Routine Serve By Date: 3/14/2014 12:20:47 PM Serve To: City of Iowa City Address: 410 E Washington St, Iowa City, IA 52240 Spec. Instrns: c/o Susan M. Dulek Court Date: Court Time: Filed Date: March 03, 2014 Case Number: EQCV076250 Date Received: March 04, 2014 from: Klatt, Odekirk, Augustine, Sayer, Treinen, &Rastede, P.C.- Wanda Bergstrom Document(s): Original Notice; Foreclosure Petition; Exhibit(s) SERVICE ATTEMPTS DatefTime Remarks (Be descriptive) 1.) 2.) d 3.) Cj 4.) X>c-) a :y .v 5.) a 6.) = t; M 7.) N 8.)- rn 9.) SERVICE TYPE(CIRCLE): PERSONAL SUBSTITUTE CORPORATE NON SERVICE POSTED Person Served: - e as C�-('7 cJeck__- Actual Service Date: / / 2014 @ AM PM Additional Address: 1 2 3 Race: Sex: M F Age: Ht.: Wt: Hair: Glasses: Y N Field Notes: iee I hereby acknowledge receiptof above listed Documents END OF CASE FILE ,'ROCESS WORKSHEET JOHNSON COUNTY SHERIFFS OFF;k.,E• ry BOX 2540, 511 S CAPITOL ST, IOWA CITY, IA 52244-2540•(319)356-6030 PLAINTIFF: US BANK NATIONAL ASSOCIATION Docket No 14-01444 State IOWA vs. Court No EQCV076337 County JOHNSON DEFENDANT: OYARZUN, MARCELO ENRIQUE Ref No Received 04/04/2014 DEFENDANT: OYARZUN, SHARMI KAEFRING DEFENDANT: CITY OF IOWA CITY Requestor(s) Phone HOPKINS,BENJAMIN W (515)222-9400 1350 NW 138 ST, CLIVE, IA 503258308 1 Name CITY OF IOWA CITY Zone Party Type DEFENDANT Phone Fax Address CITY CLERK 410 E WASHINGTON ST IOWA CITY IA 52240- E-Mail Employer Comments MNI Information Race Sex Birth Date Age Hair Height Weight SSN Eyes Skin DL No Notes Documents Document Serve by Date OE PSR Description/Special Instructions ORIGINAL NOTICE AND fl n PETITION Service Information ` t Date 1 Time 1 3 ) Type �f 1/ 1 Party VII I a 'C Q/ kek/i/ Relationship C‘' '- C ? Race \A--"-- Sex DOB Location L1 \ E W ( ° )1; t,l(� fr I Miles \ Fee Officer \ J Attempts Log Date Time Server Notes Date Time Server Notes o CJ r --4 l II —i i m C7 1! Notes: o C, r: av� cQ, To,".t uti e S a, L Cc?a.) Printed: Friday.April 04,2014 Johnson County Sheriffs Office Page 1 of 1 52843 IN THE IOWA DISTRICT COURT FOR JOHNSON COUNTY U. S. BANK NATIONAL 41-0417860 : ASSOCIATION • EGEN 'N°71-35-7• • ORIGI AL NOTIC Plaintiff, : vs . •• • MARCELO E. OYARZUN AKA •• MARCELO OYARZUN AND SHARMI KAEFRING-OYARZUN; •• CITY OF IOWA CITY, IOWA; •• Defendants . : TO THE ABOVE NAMED DEFENDANTS : You are notified there is a petition now on file in the office of the clerk of the above court. A copy of this filing is attached hereto. The Plaintiff' s attorneys are Petosa, Petosa & Boecker, L.L. P. , by Benjamin W. Hopkins , whose address is 1350 NW 138th Street, Suite 100, Clive, Iowa 50325-8308 . The Plaintiff ' s attorney' s phone number is (515) 222-9400, with a facsimile transmission number of (515) 222-9121 . You must serve a motion or answer, within 20 days after service of this original notice upon you and within a reasonable time thereafter file a motion or answer, in the Iowa District Court of Johnson County, at the county courthouse in Iowa City, Iowa. If you do not, judgment by default may be rendered against you for the relief demanded in the petition. If you need assistance to participate in court due to a disability, call the disability coord ' •_tor at (319) 398-3920 . 1165 Persons who are hearing or speech i .air-d may call Relay Iowa TTY at 1-800-735-2942 . Disability c.ordi ators cannot provide legal advice. >5.. m-. Vti O' . A a Clerk of the Above Co rt .' Johnson County Courthouse Iowa City, Iowa 52244-2510n �g QT • ! YOU ARE ADVISED TO SEEK LEGAL ADVICE AT ONCE TO PROTECT YOUR INTEBHS.1 . ".1C7 `J r a- ZIC rn 52843 IN THE IOWA DISTRICT COURT FOR JOHNSON COUNTY U. S . BANK NATIONAL 41-0417860 • ASSOCIATION • EQUITY NO—, , 3,737 EQCV0 1 (0 PETITION Plaintiff, vs . • p MARCELO E. OYARZUN AKA • . y •=-0 MARCELO OYARZUN AND • �s b SHARMI KAEFRING-OYARZUN; • y:3 tt CITY OF IOWA CITY, IOWA; C .'D Defendants . cP NOTICE THE PLAINTIFF HAS ELECTED FORECLOSURE WITHOUT REDEMPTION. THIS MEANS THAT THE SALE OF THE MORTGAGED PROPERTY WILL OCCUR PROMPTLY AFTER ENTRY OF JUDGMENT UNLESS YOU FILE WITH THE COURT A WRITTEN DEMAND TO DELAY THE SALE. IF YOU FILE A WRITTEN DEMAND, THE SALE WILL BE DELAYED UNTIL SIX MONTHS FROM ENTRY OF JUDGMENT IF THE MORTGAGED PROPERTY IS YOUR RESIDENCE AND IS A ONE-FAMILY OR TWO-FAMILY DWELLING OR UNTIL TWO MONTHS FROM ENTRY OF JUDGMENT IF THE MORTGAGED PROPERTY IS NOT YOUR RESIDENCE OR IS RESIDENCE BUT NOT A ONE-FAMILY OR TWO-FAMILY DWELLING. YOU WILL HAVE NO RIGHT OF REDEMPTION AFTER THE SALE. THE PURCHASER AT THE SALE WILL BE ENTITLED TO IMMEDIATE POSSESSION OF THE MORTGAGED PROPERTY. YOU MAY PURCHASE AT THE SALE. _ _O p r n-C I r- fn DcrN 1 Plaintiff, U. S . Bank National Association, for its cause of action states : 1 . That the Plaintiff is a corporation doing business in the United States of America. 2 . That on or about March 23, 2007, Marcelo E. Oyarzun, a married man, made, executed and delivered a promissory note in writing for the sum of $143, 560 . 00 payable in installments, with interest at 6 . 875% per annum from such date (the "Note" ) . A copy of the Note is attached hereto and made a part hereof as Exhibit "A" . 3 . That on or about March 23, 2007 in order to secure the payment of the Note, Marcelo E. Oyarzun and Sharmi Kaefring- Oyarzun, husband and wife, (the "Mortgagor (s) ") made, executed and delivered to Mortgage Electronic Registration Systems, Inc. , a real estate mortgage (the "Mortgage") on the following described real estate (the "Mortgaged Property") : Lot 15, Droll ' s Second Addition to Hills, Iowa, according to the recorded plat thereof. the Mortgage was filed for record March 26, 2007, in Book 4140, Page 181 in the Recorder ' s Office of Johnson County, Iowa.o A copy of the Mortgage is attached hereto and made a paiVnhe%:eof j1 as Exhibit "B" . Said mortgage is a Purchase Money Mo4gaa r r<; -0 in 4 . That the Mortgaged Property is and at all ti a relevant hereto was the homestead of the Mortgagor (s) . rn 2 • 5. That the Plaintiff has the right to initiate and pursue the foreclosure of the loan because it is the holder of the Note or is otherwise authorized by the owner of the loan, pursuant to state law, to foreclose. 6. That the Note and Mortgage provide that if default be made at any time in payment of any installment of principal or interest, at the election of the Plaintiff, all indebtedness, without notice of such election, shall become immediately due and payable; that the Plaintiff by reason of the failure of the Mortgagor (s) to pay said installments, declares the Note in default, that there is now due and owing the Plaintiff the sum of $130, 939 . 08 with interest at 6 . 875% per annum from and including September 1, 2013 plus late fees, attorney fees, abstract expense, protective advances and costs . 7 . That the Plaintiff has given the Mortgagor (s) all required notices, including notice of right to cure said default and notice of acceleration required pursuant to Iowa Code Section 654 . 4B (1) . ol v 71 8 . That the time to cure the default under Iowa�3�w bias c,-‹ I j...r now expired. ...<r M r� -a 3c 0 9 . That said Note and Mortgage provide that if*Fit:fie I> commenced thereon, Mortgagor (s) will pay reasonable attorneys ' fees . An attorneys ' fee affidavit is attached hereto and made a part hereof as Exhibit "C" . 3 10 . That the Plaintiff now hereby in writing waives any right or claim to a deficiency judgment against the Mortgagor (s) . That the Mortgaged Property is the residence of the Mortgagor (s) and is a one-family or two-family dwelling. The Plaintiff hereby elects to foreclose without redemption and the sale of the Mortgaged Property shall occur promptly after entry of judgment, unless the Mortgagor (s) , pursuant to the Notice set forth above, files a written demand to delay the sale, in which event the sale shall be delayed until six months after entry of judgment . 11 . That the following parties are named as Defendant (s) because they claim some right, title or interest in the Mortgaged Property, including, without limitation a right, title or interest as described below but any such right, title or interest is junior and inferior to the interest of Plaintiff: • City of Iowa City, Iowa, Judgment, dated October 10, 2013, filed October 10, 2013, CSTA0125705, for fine, surcharge and costs cD .12ECI -?v 12 . That the Mortgage provides that any time of e.a� tbie C7-< 1 proper commencement of an action in foreclosure or d rsngDtherT1 rn period of redemption, the Court having jurisdictionze C tI.e ca shall, at the request of the Plaintiff, appoint a receiver to take immediate possession of the Mortgaged Property and of the rents and profits accruing therefrom, to rent the same as he 4 may deem best for the interest of all parties concerned and shall be liable to account to the Mortgagor (s) only for the net profits after application of rents, issues and profits upon the cost of the expense of receivership and foreclosure and the indebtedness, charges and expenses hereby secured and herein mentioned. WHEREFORE THE PLAINTIFF PRAYS THE COURT: 1 . That the Plaintiff have judgment in rem against the Mortgaged Property for the amount of unpaid principal and interest on the Note, as provided in the Note and Mortgage and for late fees, attorney fees, abstract expense, protective advances and costs . 2 . That a receiver be appointed immediately to take care of, manage, lease and collect the rents from the Mortgaged Property, and to apply the same in payment of costs and expenses of said receivership, repairs and expenses of said real estate, accrued and accruing taxes and special assessments, insurance premiums, and in partial payment of the judgment to be entered herein. 3 . That said judgment, together with interest, lateaees, oC -;v attorney fees, abstract expense, protective advancesi osaaw a accruing costs be decreed a prior lien upon the Morted rn_ Property from the date of the Mortgage, and that all hts, Tr interests and equities of all Defendants to this suit be al 5 declared junior to the right, title and interest of the Plaintiff. 4 . That in the event Plaintiff is required to make protective advances, including without limitation, advances for taxes or insurance on the Mortgaged Property, the Plaintiff be given an additional lien thereon for such amounts so advanced, which shall be included in the judgment to be entered herein. 5 . That the Mortgage be foreclosed and the Defendant (s) ' equity of redemption be barred and foreclosed save as guaranteed by law. That special execution issue for the sale the Mortgaged Property to satisfy said judgment, interest, late fees, attorney fees, abstract expense, protective advances and costs . 6. That special execution issue to satisfy said judgment, interest and attorneys ' fees, and accruing costs herein, and the Mortgaged Property be sold according to law to satisfy the amount due under the Decree issued by this Court and the Defendants herein or anyone claiming by, through or under them, be forever barred and foreclosed of any interest in ghe 2-73 rn Mortgaged Property, except such rights of redemption>a� n-< provided by law. :7(lin- 7 . That if the Mortgaged Property is sold and redeemed, the Clerk of this Court shall issue to the Sheriff of said County, a writ of removal and possession, commanding him to put the grantee named in the Sheriff ' s deed for said 6 premises sold, or his grantee, in possession thereof, and to remove any Defendants, or persons claiming by, through or under any of them, or any person in possession thereof out of such possession. 8 . That the Plaintiff has elected foreclosure without redemption and the sale of the Mortgaged Property shall occur promptly after entry of judgment or in the alternative, if a written demand for delay is filed, the sale shall occur six months after entry of judgment . 9 . That the Plaintiff be granted such further relief as may be just and equitable. ::T0iT03A & BOECKER, L. L. P. Teve:iW :pk ' ls, AT� �03573 /38 S .re-t uite 100 C , .w. 5'► .25-8308 T- :- .hot- (515) 222-9400 ir c im' l- : (515) 222-9121 1 : electronic@petosalaw. com "T1ORNEYS FOR PLAINTIFF N C7 5 c, b A-4 pa .._.. =c m n 3` 7 r- LOAN: NOTE c' "" MARCH 23,2007 IOWA CITY a..awg iO [Date] [City] 9 tate -*T 441 IOWA ST, HILLS, IOWA 52235 [Property Address] �• 1. BORROWER'S PROMISE TO PAY In return for a loan that I have received,I promise to pay U.S.$ 143,560.00 (this amount is called "Principal"), plus interest, to the order of the Lender. The Lender is U.S. BANK N.A, I will make all payments under this Note in the form of cash,check or money order. I understand that the Lender may transfer this Note.The Lender or anyone who takes this Note by transfer and who is entitled • to receive payments under this Note is called the"Note Holder." 2. INTEREST Interest will be charged on unpaid principal until the full amount of Principal has been paid.I will pay interest at a yearly rate of 6.875 %. The interest rate required by this Section 2 is the rate I will pay both before and after any default described in Section 6(B) of this Note. 3. PAYMENTS (A)Time and Place of Payments 1 will pay principal and interest by making a payment every month. I will make my monthly payment on the FIRST day of each month beginning on MAY 1,2007 . I will make these payments every month until I have paid all of the principal and interest and any other charges described below that I may ow, under this Note. Each monthly payment will be applied as of its scheduled due date and will be applied to interest before Principal. If, on APRIL 1.,2037 , I still owe amounts under this Note, 1 will pay those amounts in full on that date, which is called the "Maturity Date." I will make my monthly payments at P.O. SOX 20005, OWENSBORO, KY 42304-0005 or at a different place if required by the Note Holder. (B;,Amount of Monthly Payments My monthly payment will be in the amount of U.S.$ 943.0B 4. BORROWER'S RIGHT TO PREPAY I have the right to make payments of Principal at any time before they are due, A payment of Principal only is known as a "Prepay:nent."When I make a Prepayment,I will tell the Note Holder in writing that I am doing so.I may not designate a payment as a Prepayment if I have not made all the monthly payments due under the Note. I may make a full Prepayment or partial Prepayments without paying a Prepayment charge. The Note Holder will use my Prepayments to reduce the amount of Principal that I owe under this Note.However, the Note Holder may apply my Prepayment to the accrued and unpaid interest on the Prepayment amount,before applying my Prepayment to reduce the Principal amount of the Note..lf I make a partial Prepayment, there will be no changes in the due date or in the amount of my monthly payment unless the Note Holder agrees in writing to those changes. MULTISTATE FIXED RATE NOTE-Single Family- Fannie Mae/Freddie Mac UNIFORM INSTRUMENT 5N (0207) Form 3200 1/01 VMI'MORTGAGE FORMS•000521.7281 EXI"IIBIT y . 5. LOAN CHARGES I1'a law, which applies to this loan and which sets maximum loan charges, is finally interpreted so that the interest or other loan charges collected or to be collected in connection with this loan exceed the permitted limits, then: (a) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit;and (b) any sums already collected from me which exceeded permitted limits will be refunded to me. The Note Holder may choose to make this refund by reducing the Principal I owe under this Note or by making a direct payment to me.If a refund reduces Principal,the reduction will be treated as a partial Prepayment. 6. BORROWER'S FAILURE TO PAY AS REQUIRED (It)Late Charge for Overdue Payments If the Note Holder has not received the full amount of any monthly payment by the end of FIFTEEN calendar days after the date it is due,I will pay a late charge to the Note Holder. The amount of the charge will be 5.000 % of my overdue payment of principal and interest. I will pay this late charge promptly but only once on each late payment. (II) Default If I do not pay the full amount of each monthly payment on the date it is due,I will be in default. (C)Notice of Default If I am in default, the Note Holder may send me a written notice telling me that if I do not pay the overdue amount by a certain date,the Note Holder may require me to pay immediately the full amount of Principal which has not been paid and all the interest that I owe on that amount.That date must be at least 30 days after the date on which the notice is mailed to me or delivered by other means. (L]No Waiver By,Note Holder Even if,at a time when I am in default.,the Note Holder does not require me to pay immediately in full as described above, the Note Holder will still have the right to do so 111 am in default at a later time. (E)Payment of Note Holder's Costs and Expenses If the Note Holder has required me to pay immediately in full as described above, the Note Holder will have the right to be paid back by me for all of its costs and expenses in enforcing this Note to the extent not prohibited by applicable law. Those expenses include,for example, reasonable attorneys' fees. 7. GIVING OF NOTICES Unless applicable law requires a different method, any notice that must be given to me under this Note will be given by delivering it or by mailing it by first class mail to me at the Property Address above or at a different address if I give the Note Holder a notice of my different address. Ary notice that must be given to the Note Holder under this Note will be given by delivering it or by mailing it by first class mail to be Note Holder at the address stated in Section 3(A) above or at a different address if I am given a notice of that different address. 8. OBLIGATIONS OF PERSONS UNDER THIS NOTE If more than one person signs this Note,each person is fully and personally obligated to keep all of the promises made in this Note,including the promise to pay the full amount owed. Any person who is a guarantor,surety or endorser of this Note is also obligated to do these things. Any person who takes over these obligations, including the obligations of a guarantor, surety or endorser of this Note,is also obligated to keep all of the promises made in this Note.The Note Holder may enforce its rights under this Not:against each person individually or against all of us together.This means that any one of us may be required to pay all of the amounts owed under this Note. 9. WAIVERS I and any other person who has obligations under this Note waive the rights of Presentment and Notice of Dishonor. "Presentment" means the right to require the Note Holder to demand payment of amounts due. "Notice of Dishonor" means the right to require the Note Holder to give notice to other persons that amounts due have not been paid. r-•) `Arm 32001)l Cr)-5N (fir enp2OSi eta • CD !.� _._ ..._ 1� •.... • 10. UNIFORM SECURED NOTE • This Note is a uniform instrument with limited variations in some jurisdictions. In addition to the protections given to the Nate Holder under this Note,a Mortgage,Deed of Trust,or Security Deed(the "Security Instrument"),dated the same date as this Note,protects the Note Holder from possible losses which might result if I do not keep the promises which I make in this Note. That Security Instrument describes how and under what conditions I may be required to make immediate payment in full of all amounts I owe under this Note. Some of those conditions are described as follows: • If all or any part of the Property or any Interest in the Property is sold or transferred(or if Borrower is not a natural person and a beneficial interest in Borrower is sold or transferred)without Lender's prior written consent, Lender may require immediate payment in full of all sums secured by this Security Instrument. However, this option shall not be exercised by Lender if such exercise is prohibited by Applicable Law. If Lender exercises this option, Lender shall give Borrower notice of acceleration.The notice shall provide • a period of not less than 30 days from the date the notice is given in accordance with Section 15 within which • Borrower must pay all sums secured by this Security Instrument.If Borrower fails to pay these sums prior to the expiration of this period,Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borrower. WITNESS THE HAND(S)AND SEAL(S)OF THE UNDERSIGNED. • CktO—B 0-YAR'zurr (Seal) (Seal) -Borrower -Borrower (Seal) (Seal) -Borrower -Borrower a_ CD 2 I (Seal) .•-•(Seal)) -Borrower " + - --a -Borrower rn -o-73 - (Seal) (Seal) -Borrower -Borrower r?1�f;. [Sign Original Only] SO • W •., • • (2)vN (non o3or3 Pa r,a`1J • ` tY��l[:r. ^J� ® s t r J -+- ` �` Form 32001/01 -•ter:;• 1111 Doc ID: 020805990015 Tvcs: GEN Recorded: 03/26/2007 at 04:26:38 PM Fee Amt: $77.00 Paae 1 of 15 Johnson County Iowa Kim Painter County Recorder BK4140 Po181-195 [Space Above This Line For Recording Data] Prepared By: DANA KLEINSORGE LOAN #: U.S. BANK N.A. 222 SECOND AVENUE S.E. CEDAR RAPIDS, IA 52401 319-368-4356 Return To: U.s. BANK N.A. 1550 AMERICAN BLVD EAST BLOOMINGTON MN 55425 Full Legal Description located on page 3 . Lender name located on page 2. MORTGAGE MIN DEFINITIONS Words used in multiple sections of this document are defined below and other words are defined in Sections 3, 11, 13, 18, 20 and 21. Certain rules regarding the usage of words used in this document are also provided in Section 16. (A) "Security Instrument" means this document, which is dated MARCH 23,2 0 0 7 together with all Riders to this document. (B) "Borrower" is MARCELO E OYARZUN AND SHARMI KAEFRING—OYARZUN , HUSBAND AND WIFE � r —U 1 37 —4 70 �+.� � C7—C v lT Borrower is the mortgagor under this Security Instrument. -rn -0 Y _ IOWA-Single Family- Fannie Mae/Freddie Mac UNIFORM INSTRUMENT WITH MERS Form 3016101 ® ) (ciao)(ciao)Pape 11 of of 15 15 Initials% VMP Mortgage Solutions(B00) -7291 EXHIBIT • (C) "MERS" is Mortgage Electronic Registration Systems, Inc. MERS is a separate corporation that is acting solely as a nominee for Lender and Lender's successors and assigns. MERS is the mortgagee under this Security Instrument. MERS is organized and existing under the laws of Delaware,and has an address and telephone number of P.O. Box 2026, Flint, MI 48501-2026, tel. (888)679-MERS. (D) "Lender" is U.S. BANK N.A. Lender is a NATIONAL ASSOCIATION organized and existing under the laws of THE UNITED STATES OF AMERICA • Lender's address is 4801 FREDERICA STREET, OWENSBORO, KY 42301 (E) "Note" means the promissory note signed by Borrower and dated MARCH 23,2007 The Note states that Borrower owes Lender ONE HUNDRED FORTY THREE THOUSAND FIVE HUNDRED SIXTY AND NO/100 Dollars (U.S. S 143,560.00 ) plus interest. Borrower has promised to pay this debt in regular Periodic Payments and to pay the debt in full not later than APRIL 1,2 0 3 7 (F) "Property" means the property that is described below under the heading "Transfer of Rights in the Property." (G) "Loan" means the debt evidenced by the Note, plus interest, any prepayment charges and late charges due under the Note, and all sums due under this Security Instrument, plus interest. (H) "Riders" means all Riders to this Security Instrument that are executed by Borrower. The following Riders are to be executed by Borrower[check box as applicable): 0 Adjustable Rate Rider n Condominium Rider n Second Home Rider El Balloon Rider 0 Planned Unit Development Rider CI 1-4 Family Rider CI VA Rider El Biweekly Payment Rider El Other(s) [specify] (I) "Applicable Law" means all controlling applicable federal, state and local statutes, regulations, ordinances and administrative rules and orders (that have the effect of law) as well as all applicable final, non-appealable judicial opinions. (J) "Community Association Dues, Fees, and Assessments" means all dues, fees,assessments and other charges that are imposed on Borrower or the Property by a condominium association, homeowners association or similar organization. (K) "Electronic Funds Transfer" means any transfer of funds, other than a transaction originated by check, draft, or similar paper instrument, which is initiated through an electronic terminal, telephonic instrument, computer, or magnetic tape so as to order, instruct, or authorize a financial institution to debit or credit an account. Such term includes, but is not limited to, point-of-sale transfers, automated teller machine transactions, transfers initiated by telephone, wire transfers, and automated clearinghouse transfers. (L) "Escrow Items" means those items that are described in Section 3. (M) "Miscellaneous Proceeds" means any compensation, settlement,award of damages,or proceeds paid by any third party (other than insurance proceeds paid under the coverages described in Section 5) for: (i) damage to,or destruction of,the Property;(ii)condemnation or other taking of all or any part of the Property; (iii) conveyance in lieu of condemnation; or (iv) misrepresentations of, or omissions as to, the value and/or condition of the Property. (N) "Mortgage Insurance" means insurance protecting Lender against the nonpayment of,or default on, the Loan. (0) "Periodic Payment" means the regularly scheduled amount due for (i) principal and interest under the Note,plus (ii)any amounts under Section 3 of this Security Instrument. O © Indlal;��i� - ei-6A(IA) (0405) Page2or15 41',, PbTnr1016=1R01 —(r- - m m 3> • (P) "RES PA" means the Real Estate Settlement Procedures Act (12 U.S.C.Section 2601 et seq.) and its implementing regulation, Regulation X (24 C.F.R.Part 3500), as they might be amended from time to time, or any additional or successor legislation or regulation that governs the same subject matter.As used in this Security Instrument, "RESPA" refers to all requirements and restrictions that are imposed in regard to a "federally related mortgage loan" even if the Loan does not qualify as a "federally related mortgage loan" under RESPA. (Q)"Successor in Interest of Borrower" means any party that has taken title to the Property, whether or not that party has assumed Borrower's obligations under the Note and/or this Security Instrument. TRANSFER OF RIGHTS IN THE PROPERTY This Security Instrument secures to Lender: (i) the repayment of the Loan, and all renewals, extensions and modifications of the Note; and (ii) the performance of Borrower's covenants and agreements under this Security Instrument and the Note. For this purpose, Borrower irrevocably mortgages, grants and conveys to MERS (solely as nominee for Lender and Lender's successors and assigns) and to the successors and assigns of MERS, with power of sale, the following described property located in the PUBLIC RECORDS of JOHNSON COUNTY • [Type of Recording Jurisdiction] [Name of Recording Jurisdiction] LOT 15, DROLL'S SECOND ADDITION TO HILLS, IOWA, ACCORDING TO THE RECORDED PLAT THEREOF. THIS IS A PURCHASE MONEY MORTGAGE Parcel ID Number: which currently has the address of 441 IOWA ST [Street] HILLS [City], Iowa 52235 [Zip Code l ("Property Address"): TOGETHER WITH all the improvements now or hereafter erected on the property, and all easements, appurtenances, and fixtures now or hereafter a part of the property. All replacements and additions shall also be covered by this Security Instrument. All of the foregoing is referred to in this Security Instrument as the "Property."Borrower understands and agrees that MERS holds only legal title to the interests granted by Borrower in this Security Instrument, but,if necessary to comply with law or custom, MERS (as nominee for Lender and Lender's successors and assigns)has the right: to exercise any or all of those interests,including, but not limited to, the right to foreclose and sell the Property; and to take any action required of Lender including, but not limited to, releasing and canceling this Security Instrument. BORROWER COVENANTS that Borrower is lawfully seised of the estate hereby conveyed and has the right to grant and convey the Property and that the Property is unencumbered, except for encumbrances of record.Borrower warrants and will defend generally the title to the Property against all claims and demands, subject to any encumbrances of record. THIS SECURITY INSTRUMENT combines uniform covenants for national use and non-uniform covenants with limited variations by jurisdiction to constitute a uniform security instrument covering property. c_ sin Initi.,. C J�. T �+�.. 41.2:1-6A(IA) (0405) Pace3of,s F 16 01 1 -DC7 v =gym --9 ill UNIFORM COVENANTS. Borrower and Lender covenant and agree as follows: 1. Payment of Principal, Interest, Escrow Items, Prepayment Charges, and Late Charges. Borrower shall pay when due the principal of, and interest on, the debt evidenced by the Note and any prepayment charges and late charges due under the Note. Borrower shall also pay funds for Escrow Items pursuant to Section 3. Payments due under the Note and this Security Instrument shall be made in U.S. currency. However, if any check or other instrument received by Lender as payment under the Note or this Security Instrument is returned to Lender unpaid, Lender may require that any or all subsequent payments due under the Note and this Security Instrument be made in one or more of the following forms,as selected by Lender: (a) cash; (b) money order; (c) certified check, bank check, treasurer's check or cashier's check, provided any such check is drawn upon an institution whose deposits are insured by a federal agency, instrumentality,or entity; or(d) Electronic Funds Transfer. Payments are deemed received by Lender when received at the location designated in the Note or at such other location as may be designated by Lender in accordance with the notice provisions in Section 15. Lender may return any payment or partial payment if the payment or partial payments are insufficient to bring the Loan current. Lender may accept any payment or partial payment insufficient to bring the Loan current, without waiver of any rights hereunder or prejudice to its rights to refuse such payment or partial payments in the future,but Lender is not obligated to apply such payments at the time such payments are accepted. If each Periodic Payment is applied as of its scheduled due date, then Lender need not pay interest on unapplied funds. Lender may hold such unapplied funds until Borrower makes payment to bring the Loan current. If Borrower does not do so within a reasonable period of time, Lender shall either apply such funds or return them to Borrower. If not applied earlier,such funds will be applied to the outstanding principal balance under the Note immediately prior to foreclosure. No offset or claim which Borrower might have now or in the future against Lender shall relieve Borrower from making payments due under the Note and this Security Instrument or performing the covenants and agreements secured by this Security Instrument. 2.Application of Payments or Proceeds.Except as otherwise described in this Section 2,all payments accepted and applied by Lender shall be applied in the following order of priority: (a) interest due under the Note; (b) principal due under the Note; (c) amounts due under Section 3. Such payments shall be applied to each Periodic Payment in the order in which it became due. Any remaining amounts shall be applied first to late charges,second to any other amounts due under this Security Instrument,and then to reduce the principal balance of the Note. If Lender receives a payment from Borrower for a delinquent Periodic Payment which includes a sufficient amount to pay any late charge due, the payment may be applied to the delinquent payment and the late charge.If more than one Periodic Payment is outstanding, Lender may apply any payment received from Borrower to the repayment of the Periodic Payments if,and to the extent that, each payment can be paid in full. To the extent that any excess exists after the payment is applied to the full payment of one or more Periodic Payments, such excess may be applied to any late charges due. Voluntary prepayments shall be applied first to any prepayment charges and then as described in the Note. Any application of payments, insurance proceeds, or Miscellaneous Proceeds to principal due under the Note shall not extend or postpone the due date, or change the amount, of the Periodic Payments. 3.Funds for Escrow Items. Borrower shall pay to Lender on the day Periodic Payments are due under the Note, until the Note is paid in full, a sum (the "Funds") to provide for payment of amounts due for: (a) taxes and assessments and other items which can attain priority over this Security Instrument as a lien or encumbrance on the Property; (b) leasehold payments or ground rents on the Property, if any; (c) premiums for any and all insurance required by Lender under Section 5;and (d) Mortgage Insurance premiums,if any, or any sums payable by Borrower to Lender in lieu of the payment of Mortgage Insurance premilgs in accordance with the provisions of Section 10. These items are called "Escrow Items." At oljgination2ir at any time during the term of the Loan, Lender may require that Community Association I .Fees and ---I r Initlalc. rn -6A(IA) (o4osl Pape 4 of 15 Folin53 6 tiB3 a CD ,7 Assessments, if any,be escrowed by Borrower,and such dues,fees and assessments shall be an Escrow Item. Borrower shall promptly furnish to Lender all notices of amounts to be paid under this Section. Borrower shall pay Lender the Funds for Escrow Items unless Lender waives Borrower's obligation to pay the Funds for any or all Escrow Items. Lender may waive Borrower's obligation to pay to Lender Funds for any or all Escrow Items at any time. Any such waiver may only be in writing. In the event of such waiver, Borrower shall pay directly, when and where payable, the amounts due for any Escrow Items for which payment of Funds has been waived by Lender and, if Lender requires, shall furnish to Lender receipts evidencing such payment within such time period as Lender may require. Borrower's obligation to make such payments and to provide receipts shall for all purposes be deemed to be a covenant and agreement contained in this Security Instrument, as the phrase "covenant and agreement" is used in Section 9. If Borrower is obligated to pay Escrow Items directly,pursuant to a waiver, and Borrower fails to pay the amount due for an Escrow Item, Lender may exercise its rights under Section 9 and pay such amount and Borrower shall then be obligated under Section 9 to repay to Lender any such amount. Lender may revoke the waiver as to any or all Escrow Items at any time by a notice given in accordance with Section 15 and,upon such revocation, Borrower shall pay to Lender all Funds, and in such amounts, that are then required under this Section 3. Lender may, at any time,collect and hold Funds in an amount (a) sufficient to permit Lender to apply the Funds at the time specified under RESPA, and (b) not to exceed the maximum amount a lender can require under RESPA. Lender shall estimate the amount of Funds due on the basis of current data and reasonable estimates of expenditures of future Escrow Items or otherwise in accordance with Applicable Law. The Funds shall be held in an institution whose deposits are insured by a federal agency,instrumentality, or entity (including Lender,if Lender is an institution whose deposits are so insured) or in any Federal Home Loan Bank. Lender shall apply the Funds to pay the Escrow Items no later than the time specified under RESPA. Lender shall not charge Borrower for holding and applying the Funds, annually analyzing the escrow account, or verifying the Escrow Items, unless Lender pays Borrower interest on the Funds and Applicable Law permits Lender to make such a charge. Unless an agreement is made in writing or Applicable Law requires interest to be paid on the Funds, Lender shall not be required to pay Borrower any interest or earnings on the Funds. Borrower and Lender can agree in writing,however, that interest shall be paid on the Funds. Lender shall give to Borrower, without charge, an annual accounting of the Funds as required by RESPA. If there is a surplus of Funds held in escrow, as defined under RESPA, Lender shall account to Borrower for the excess funds in accordance with RESPA. If there is a shortage of Funds held in escrow,as defined under RESPA, Lender shall notify Borrower as required by RESPA, and Borrower shall pay to Lender the amount necessary to make up the shortage in accordance with RESPA, but in no more than 12 monthly payments. If there is a deficiency of Funds held in escrow,as defined under RESPA, Lender shall notify Borrower as required by RESPA, and Borrower shall pay to Lender the amount necessary to make up the deficiency in accordance with RESPA, but in no more than 12 monthly payments. Upon payment in full of all sums secured by this Security Instrument, Lender shall promptly refund to Borrower any Funds held by Lender. 4. Charges; Liens. Borrower shall pay all taxes, assessments, charges, fines, and impositions attributable to the Property which can attain priority over this Security Instrument, leasehold payments or ground rents on the Property,if any,and Community Association Dues,Fees,and Assessments,if any.To the extent that these items are Escrow Items, Borrower shall pay them in the manner provided in Section 3. Borrower shall promptly discharge any lien which has priority over this Security Instrument unless Borrower: (a)agrees in writing to the payment of the obligation secured by the lien in a manner accegble to Lender, but only so long as Borrower is performing such agreement; (b) contests the liea in gooiF faith 4-11 c?C) �.d 1 Ininaltg7 T9 '—'1 -6A(IA) (0405) Page 5 of 15f.940 i 16—t101 rn -_J by, or defends against enforcement of the lien in, legal proceedings which in Lender's opinion operate to prevent the enforcement of the lien while those proceedings are pending, but only until such proceedings are concluded; or(c)secures from the holder of the lien an agreement satisfactory to Lender subordinating the lien to this Security Instrument. If Lender determines that any part of the Property is subject to a lien which can attain priority over this Security Instrument, Lender may give Borrower a notice identifying the lien. Within 10 days of the date on which that notice is given, Borrower shall satisfy the lien or take one or more of the actions set forth above in this Section 4. Lender may require Borrower to pay a one-time charge for a real estate tax verification and/or reporting service used by Lender in connection with this Loan. 5.Property Insurance.Borrower shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire,hazards included within the term "extended coverage," and any other hazards including, but not limited to, earthquakes and floods, for which Lender requires insurance. This insurance shall be maintained in the amounts (including deductible levels) and for the periods that Lender requires. What Lender requires pursuant to the preceding sentences can change during the term of the Loan. The insurance carrier providing the insurance shall be chosen by Borrower subject to Lender's right to disapprove Borrower's choice, which right shall not be exercised unreasonably. Lender may require Borrower to pay, in connection with this Loan, either: (a) a one-time charge for flood zone determination, certification and tracking services; or (b) a one-time charge for flood zone determination and certification services and subsequent charges each time remappings or similar changes occur which reasonably might affect such determination or certification. Borrower shall also be responsible for the payment of any fees imposed by the Federal Emergency Management Agency in connection with the review of any flood zone determination resulting from an objection by Borrower. If Borrower fails to maintain any of the coverages described above, Lender may obtain insurance coverage, at Lender's option and Borrower's expense. Lender is under no obligation to purchase any particular type or amount of coverage. Therefore,such coverage shall cover Lender,but might or might not protect Borrower,Borrower's equity in the Property,or the contents of the Property,against any risk,hazard or liability and might provide greater or lesser coverage than was previously in effect. Borrower acknowledges that the cost of the insurance coverage so obtained might significantly exceed the cost of insurance that Borrower could have obtained. Any amounts disbursed by Lender under this Section 5 shall become additional debt of Borrower secured by this Security Instrument. These amounts shall bear interest at the Note rate from the date of disbursement and shall be payable, with such interest,upon notice from Lender to Borrower requesting payment. All insurance policies required by Lender and renewals of such policies shall be subject to Lender's right to disapprove such policies, shall include a standard mortgage clause, and shall name Lender as mortgagee and/or as an additional loss payee. Lender shall have the right to hold the policies and renewal certificates. If Lender requires, Borrower shall promptly give to Lender all receipts of paid premiums and renewal notices. If Borrower obtains any form of insurance coverage, not otherwise required by Lender,for damage to, or destruction of, the Property, such policy shall include a standard mortgage clause and shall name Lender as mortgagee and/or as an additional loss payee. In the event of loss,Borrower shall give prompt notice to the insurance carrier and Lender.Lender may make proof of loss if not made promptly by Borrower. Unless Lender and Borrower otherwise agree in writing, any insurance proceeds, whether or not the underlying insurance was required by Lender, shall he applied to restoration or repair of the Property, if the restoration or repair is economically feasible and Lender's security is not lessened. During such repair and restoration period, Lender shall have the right to hold such insurance proceeds until Lender has had an opportunity to inspect such Property to ensure the work has been completed to Lender's satisfaction, provided that such inspection shall be undertaken prgmptly. Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of pthlress payments as the work is completed. Unless an agreement is made in writing or Ajiplicabl ,Law 7.11 -7 J t r— Initial if4D.6A(IA) paws) Page 6 of 151i ) Fojlr3016 1101 ••tet)r: -77 1 i ii requires interest to be paid on such insurance proceeds, Lender shall not be required to pay Borrower any interest or earnings on such proceeds. Fees for public adjusters,or other third parties,retained by Borrower shall not be paid out of the insurance proceeds and shall be the sole obligation of Borrower. If the restoration or repair is not economically feasible or Lender's security would be lessened, the insurance proceeds shall be applied to the sums secured by this Security Instrument, whether or not then due,with the excess,if any,paid to Borrower. Such insurance proceeds shall be applied in the order provided for in Section 2. If Borrower abandons the Property, Lender may file,negotiate and settle any available insurance claim and related matters.If Borrower does not respond within 30 days to a notice from Lender that the insurance carrier has offered to settle a claim, then Lender may negotiate and settle the claim.The 30-day period will begin when the notice is given. In either event, or if Lender acquires the Property under Section 22 or otherwise, Borrower hereby assigns to Lender(a) Borrower's rights to any insurance proceeds in an amount not to exceed the amounts unpaid under the Note or this Security Instrument,and (b) any other of Borrower's rights (other than the right to any refund of unearned premiums paid by Borrower) under all insurance policies covering the Property, insofar as such rights are applicable to the coverage of the Property. Lender may use the insurance proceeds either to repair or restore the Property or to pay amounts unpaid under the Note or this Security Instrument, whether or not then due. 6.Occupancy.Borrower shall occupy,establish,and use the Property as Borrower's principal residence within 60 days after the execution of this Security Instrument and shall continue to occupy the Property as Borrower's principal residence for at least one year after the date of occupancy, unless Lender otherwise agrees in writing, which consent shall not be unreasonably withheld, or unless extenuating circumstances exist which are beyond Borrower's control. 7. Preservation, Maintenance and Protection of the Property; Inspections. Borrower shall not destroy, damage or impair the Property, allow the Property to deteriorate or commit waste on the Property. Whether or not Borrower is residing in the Property,Borrower shall maintain the Property in order to prevent the Property from deteriorating or decreasing in value due to its condition. Unless it is determined pursuant to Section 5 that repair or restoration is not economically feasible,Borrower shall promptly repair the Property if damaged to avoid further deterioration or damage. If insurance or condemnation proceeds are paid in connection with damage to, or the taking of, the Property, Borrower shall be responsible for repairing or restoring the Property only if Lender has released proceeds for such purposes. Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress payments as the work is completed. If the insurance or condemnation proceeds are not sufficient to repair or restore the Property, Borrower is not relieved of Borrower's obligation for the completion of such repair or restoration. Lender or its agent may make reasonable entries upon and inspections of the Property. If it has reasonable cause, Lender may inspect the interior of the improvements on the Property. Lender shall give Borrower notice at the time of or prior to such an interior inspection specifying such reasonable cause. 8. Borrower's Loan Application. Borrower shall be in default if,during the Loan application process, Borrower or any persons or entities acting at the direction of Borrower or with Borrower's knowledge or consent gave materially false, misleading, or inaccurate information or statements to Lender (or failed to provide Lender with material information) in connection with the Loan. Material representations include, but are not limited to,representations concerning Borrower's occupancy of the Property as Borrower's principal residence. 9. Protection of Lender's Interest in the Property and Rights Under this Security Instrument. If (a)Borrower fails to perform the covenants and agreements contained in this Security Instrument, (b) there is a legal proceeding that might significantly affect Lender's interest in the Property and/or rights under this Security Instrument (such as a proceeding in bankruptcy, probate, for condemnation or forfeit, for enforcement of a lien which may attain priority over this Security Instrument or to _enforce Eas or O 170 �� ro c,_< !� i©-6A(IA) (0405) Page 7 of 15 Ina]. l�f Y a' 'O' rn CD Nee :1"p 1 _ regulations), or (c) Borrower has abandoned the Property, then Lender may do and pay for whatever is reasonable or appropriate to protect Lender's interest in the Property and rights under this Security Instrument, including protecting and/or assessing the value of the Property, and securing and/or repairing the Property.Lender's actions can include,but are not limited to: (a)paying any sums secured by a lien which has priority over this Security Instrument; (b) appearing in court;and (c)paying reasonable attorneys' fees to • protect its interest in the Property and/or rights under this Security Instrument, including its secured position in a bankruptcy proceeding. Securing the Property includes, but is not limited to, entering the Property to make repairs, change locks, replace or board up doors and windows, drain water from pipes, eliminate building or other code violations or dangerous conditions, and have utilities turned on or off. Although Lender may take action under this Section 9, Lender does not have to do so and is not under any duty or obligation to do so. It is agreed that Lender incurs no liability for not taking any or all actions authorized under this Section 9. Any amounts disbursed by Lender under this Section 9 shall become additional debt of Borrower secured by this Security Instrument. These amounts shall bear interest at the Note rate from the date of disbursement and shall be payable, with such interest, upon notice from Lender to Borrower requesting payment. If this Security Instrument is on a leasehold, Borrower shall comply with all the provisions of the lease. If Borrower acquires fee title to the Property, the leasehold and the fee title shall not merge unless Lender agrees to the merger in writing. 10. Mortgage Insurance. If Lender required Mortgage Insurance as a condition of making the Loan, Borrower shall pay the premiums required to maintain the Mortgage Insurance in effect. If, for any reason, the Mortgage Insurance coverage required by Lender ceases to be available from the mortgage insurer that previously provided such insurance and Borrower was required to make separately designated payments toward the premiums for Mortgage Insurance, Borrower shall pay the premiums required to obtain coverage substantially equivalent to the Mortgage Insurance previously in effect, at a cost substantially equivalent to the cost to Borrower of the Mortgage Insurance previously in effect, from an alternate mortgage insurer selected by Lender. If substantially equivalent Mortgage Insurance coverage is not available, Borrower shall continue to pay to Lender the amount of the separately designated payments that were due when the insurance coverage ceased to be in effect. Lender will accept,use and retain these payments as a non-refundable loss reserve in lieu of Mortgage Insurance.Such loss reserve shall be non-refundable, notwithstanding the fact that the Loan is ultimately paid in full,and Lender shall not be required to pay Borrower any interest or earnings on such loss reserve.Lender can no longer require loss reserve payments if Mortgage Insurance coverage (in the amount and for the period that Lender requires)provided by an insurer selected by Lender again becomes available,is obtained, and Lender requires separately designated payments toward the premiums for Mortgage Insurance. If Lender required Mortgage Insurance as a condition of making the Loan and Borrower was required to make separately designated payments toward the premiums for Mortgage Insurance, Borrower shall pay the premiums required to maintain Mortgage Insurance in effect,or to provide a non-refundable loss reserve,until Lender's requirement for Mortgage Insurance ends in accordance with any written agreement between Borrower and Lender providing for such termination or until termination is required by Applicable Law. Nothing in this Section 10 affects Borrower's obligation to pay interest at the rate provided in the Note. Mortgage Insurance reimburses Lender(or any entity that purchases the Note) for certain losses it may incur if Borrower does not repay the Loan as agreed. Borrower is not a party to the Mortgage Insurance. Mortgage insurers evaluate their total risk on all such insurance in force from time to time, and may enter into agreements with other parties that share or modify their risk,or reduce losses.These agreements are on terms and conditions that are satisfactory to the mortgage insurer and the other party (or parties) to these agreements.These agreements may require the mortgage insurer to make payments using any source of funds that the mortgage insurer may have available (which may include funds obtained from Mortgage Insurance premiums). As a result of these agreements, Lender,any purchaser of the Note,another insurer,any reinsurer,any other entity, or any affiliate of any of the foregoing, may receive (directly or indirectly) amounts that derive from (or might be characterized as) a portion of Borrower's payments for Mortgage Insurance, in exchange for sharing or modifying the mortgage insurer's risk,or reducing losses. If such agreement provides that an o C)j .6AQA) woos) Pape 8 of 15 i rn-9O1O1 Initial * C)—( I r-• :{rr' til m affiliate of Lender takes a share of the insurer's risk in exchange for a share of the premiums paid to the insurer, the arrangement is often termed "captive reinsurance." Further: (a) Any such agreements will not affect the amounts that Borrower has agreed to pay for Mortgage Insurance, or any other terms of the Loan. Such agreements will not increase the amount Borrower will owe for Mortgage Insurance, and they will not entitle Borrower to any refund. (b) Any such agreements will not affect the rights Borrower has - if any - with respect to the Mortgage Insurance under the Homeowners Protection Act of 1998 or any other law.These rights may include the right to receive certain disclosures, to request and obtain cancellation of the Mortgage Insurance,to have the Mortgage Insurance terminated automatically, and/or to receive a refund of any Mortgage Insurance premiums that were unearned at the time of such cancellation or termination. 11. Assignment of Miscellaneous Proceeds; Forfeiture. All Miscellaneous Proceeds are hereby assigned to and shall be paid to Lender. If the Property is damaged, such Miscellaneous Proceeds shall be applied to restoration or repair of the Property, if the restoration or repair is economically feasible and Lender's security is not lessened. During such repair and restoration period, Lender shall have the right to hold such Miscellaneous Proceeds until Lender has had an opportunity to inspect such Property to ensure the work has been completed to Lender's satisfaction, provided that such inspection shall be undertaken promptly. Lender may pay for the repairs and restoration in a single disbursement or in a series of progress payments as the work is completed. Unless an agreement is made in writing or Applicable Law requires interest to be paid on such Miscellaneous Proceeds, Lender shall not be required to pay Borrower any interest or earnings on such Miscellaneous Proceeds.If the restoration or repair is not economically feasible or Lender's security would he lessened, the Miscellaneous Proceeds shall be applied to the sums secured by this Security Instrument, whether or not then due, with the excess,if any, paid to Borrower. Such Miscellaneous Proceeds shall be applied in the order provided for in Section 2. In the event of a total taking, destruction, or loss in value of the Property, the Miscellaneous Proceeds shall be applied to the sums secured by this Security Instrument, whether or not then due, with the excess,if any, paid to Borrower. In the event of a partial taking, destruction, or loss in value of the Property in which the fair market value of the Property immediately before the partial taking, destruction, or loss in value is equal to or greater than the amount of the sums secured by this Security Instrument immediately before the partial taking, destruction,or loss in value,unless Borrower and Lender otherwise agree in writing,the sums secured by this Security Instrument shall be reduced by the amount of the Miscellaneous Proceeds multiplied by the following fraction: (a)the total amount of the sums secured immediately before the partial taking,destruction, or loss in value divided by (b) the fair market value of the Property immediately before the partial taking, destruction, or loss in value. Any balance shall be paid to Borrower. In the event of'a partial taking, destruction, or loss in value of the Property in which the fair market value of the Property immediately before the partial taking, destruction, or loss in value is less than the amount of the sums secured immediately before the partial taking, destruction, or loss in value, unless Borrower and Lender otherwise agree in writing, the Miscellaneous Proceeds shall be applied to the sums secured by this Security Instrument whether or not the sums are then due. If the Property is abandoned by Borrower,or if,after notice by Lender to Borrower that the Opposing Party(as defined in the next sentence) offers to make an award to settle a claim for damages, Borrower fails to respond to Lender within 30 days after the date the notice is given, Lender is authorized to collect and apply the Miscellaneous Proceeds either to restoration or repair of the Property or to the sums secured by this Security Instrument, whether or not then due. "Opposing Party" means the third party that owes Borrower Miscellaneous Proceeds or the party against whom Borrower has a right of action in regard to Miscellaneous Proceeds. Borrower shall be in default if any action or proceeding, whether civil or criminal, is begun that, in Lender's judgment,could result in forfeiture of the Property or other material impairment of Lender's interest in the Property or rights under this Security Instrument. Borrower can cure such a default and, if acceleration has occurred,reinstate as provided in Section 19, by causing the action or proceeding to be dismissed ith a ruling that, in Lender's judgment, precludes forfeiture of the Property or other material—impairrignt of Lender's interest in the Property or rights under this Security Instrument.The proceeds of ankrrird gl3claim -.i .�... n-c t -=i c-) Initial.. a �{r/ it CP-6A(1A) (0405) Page 9of15 4 t. &arom ioi ® r CD may' 3s for damages that are attributable to the impairment of Lender's interest in the Property are hereby assigned and shall be paid to Lender. All Miscellaneous Proceeds that are not applied to restoration or repair of the Property shall be applied in the order provided for in Section 2. 12. Borrower Not Released; Forbearance By Lender Not a Waiver. Extension of the time for payment or modification of amortization of the sums secured by this Security Instrument granted by Lender to Borrower or any Successor in Interest of Borrower shall not operate to release the liability of Borrower or any Successors in Interest of Borrower. Lender shall not be required to commence proceedings against any Successor in Interest of Borrower or to refuse to extend time for payment or otherwise modify amortization of the sums secured by this Security Instrument by reason of any demand made by the original Borrower or any Successors in Interest of Borrower. Any forbearance by Lender in exercising any right or remedy including, without limitation. Lender's acceptance of payments from third persons, entities or Successors in Interest of Borrower or in amounts less than the amount then due, shall not be a waiver of or preclude the exercise of any right or remedy. 13.Joint and Several Liability; Co-signers; Successors and Assigns Bound.Borrower covenants and agrees that Borrower's obligations and liability shall be joint and several. However, any Borrower who co-signs this Security Instrument but does not execute the Note(a "co-signer"):(a) is co-signing this Security Instrument only to mortgage,grant and convey the co-signer's interest in the Property under the terms of this Security Instrument; (b) is not personally obligated to pay the sums secured by this Security Instrument; and (c) agrees that Lender and any other Borrower can agree to extend, modify, forbear or make any accommodations with regard to the terms of this Security Instrument or the Note without the co-signer's consent. Subject to the provisions of Section 18,any Successor in Interest of Borrower who assumes Borrower's obligations under this Security Instrument in writing, and is approved by Lender, shall obtain all of Borrower's rights and benefits under this Security Instrument. Borrower shall not be released from Borrower's obligations and liability under this Security Instrument unless Lender agrees to such release in writing. The covenants and agreements of this Security Instrument shall bind (except as provided in Section 20)and benefit the successors and assigns of Lender. 14. Loan Charges. Lender may charge Borrower fees for services performed in connection with Borrower's default, for the purpose of protecting Lender's interest in the Property and rights under this Security Instrument, including, but not limited to, attorneys' fees,property inspection and valuation fees. In regard to any other fees,the absence of express authority in this Security Instrument to charge a specific fee to Borrower shall not be construed as a prohibition on the charging of such fee. Lender may not charge fees that are expressly prohibited by this Security Instrument or by Applicable Law. If the Loan is subject to a law which sets maximum loan charges, and that law is finally interpreted so that the interest or other loan charges collected or to be collected in connection with the Loan exceed the permitted limits,then: (a)any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collected from Borrower which exceeded permitted limits will be refunded to Borrower. Lender may choose to make this refund by reducing the principal owed under the Note or by making a direct payment to Borrower. if a refund reduces principal, the reduction will be treated as a partial prepayment without any prepayment charge (whether or not a prepayment charge is provided for under the Note).Borrower's acceptance of any such refund made by direct payment to Borrower will constitute a waiver of any right of action Borrower might have arising out of such overcharge. 15. Notices. All notices given by Borrower or Lender in connection with this Security Instrument must be in writing. Any notice to Borrower in connection with this Security Instrument shall be deemed to have been given to Borrower when mailed by first class mail or when actually delivered to Borrower's notice address if sent by other means. Notice to any one Borrower shall constitute notice to all Borrowers unless Applicable Law expressly requires otherwise. The notice address shall be the Property Address unless Borrower has designated a substitute notice address by notice to Lender. Borrower shall promptly notify Lender of Borrower's change of address. If Lender specifies a procedure for reporting Borrower's change of address,then Borrower shall only report a change of address through that specified procedure. There may be only one designated notice address under this Security Instrument at any one time. Any notice to Lender shall be given by delivering it or by mailing it by first class mail to Lender's address stated herein unless Lender has designated another address by notice to Borrower. Any notice in connection with this Security Instrument r 1r". wt.wnm4, Initials. „e.g.,' CO-6A(IA) (0405) Page 10 of 15 � '# rm.B016 1Oi C1-< I r :<rTi r - m Fam . shall not be deemed to have been given to Lender until actually received by Lender.If any notice required by this Security Instrument is also required under Applicable Law, the Applicable Law requirement will satisfy the corresponding requirement under this Security Instrument. 16. Governing Law; Severability; Rules of Construction. This Security Instrument shall be governed by federal law and the law of the jurisdiction in which the Property is located. All rights and obligations contained in this Security Instrument are subject to any requirements and limitations of Applicable Law. Applicable Law might explicitly or implicitly allow the parties to agree by contract or it might be silent, but such silence shall not be construed as a prohibition against agreement by contract. In the event that any provision or clause of this Security Instrument or the Note conflicts with Applicable Law,such conflict shall not affect other provisions of this Security Instrument or the Note which can be given effect without the conflicting provision. As used in this Security Instrument: (a) words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender; (b) words in the singular shall mean and include the plural and vice versa;and (c) the word "may"gives sole discretion without any obligation to take any action. 17.Borrower's Copy.Borrower shall be given one copy of the Note and of this Security Instrument. 18. Transfer of the Property or a Beneficial Interest in Borrower. As used in this Section 18, "Interest in the Property" means any legal or beneficial interest in the Property,including, but not limited to, those beneficial interests transferred in a bond for deed,contract for deed,installment sales contract or escrow agreement, the intent of which is the transfer of title by Borrower at a future date to a purchaser. If all or any part of the Property or any Interest in the Property is sold or transferred(or if Borrower is not a natural person and a beneficial interest in Borrower is sold or transferred)without Lender's prior written consent, Lender may require immediate payment in full of all sums secured by this Security Instrument. However, this option shall not be exercised by Lender if such exercise is prohibited by Applicable Law. If Lender exercises this option, Lender shall give Borrower notice of acceleration. The notice shall provide a period of not less than 30 days from the date the notice is given in accordance with Section 15 within which Borrower must pay all sums secured by this Security Instrument. If Borrower fails to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borrower. 19. Borrower's Right to Reinstate After Acceleration. If Borrower meets certain conditions, Borrower shall have the right to have enforcement of this Security Instrument discontinued at any time prior to the earliest of: (a) five days before sale of the Property pursuant to any power of sale contained in this Security Instrument; (b) such other period as Applicable Law might specify for the termination of Borrower's right to reinstate; or (c) entry of a judgment enforcing this Security Instrument. Those conditions are that Borrower: (a)pays Lender all sums which then would be due under this Security Instrument and the Note as if no acceleration had occurred; (b) cures any default of any other covenants or agreements; (c) pays all expenses incurred in enforcing this Security Instrument, including, but not limited to, reasonable attorneys' fees,property inspection and valuation fees,and other fees incurred for the purpose of protecting Lender's interest in the Property and rights under this Security Instrument; and (d) takes such action as Lender may reasonably require to assure that Lender's interest in the Property and rights under this Security Instrument, and Borrower's obligation to pay the sums secured by this Security Instrument, shall continue uncharged. Lender may require that Borrower pay such reinstatement sums and expenses in one or more of the following forms,as selected by Lender: (a) cash;(b) money order; (c)certified check, bank check,treasurer's check or cashier's check,provided any such check is drawn upon an institution whose deposits are insured by a federal agency, instrumentality or entity; or (d) Electronic Funds Transfer. Upon reinstatement by Borrower, this Security Instrument and obligations secured hereby shall remain fully effective as if no acceleration had occurred. However, this right to reinstate shall not apply in the case of acceleration under Section 18. 20.Sale of Note; Change of Loan Servicer; Notice of Grievance.The Note or a partial interest in the Note (together with this Security Instrument) can be sold one or more times without prior notice to N © -4C r) Zft Initis .tom .r... -6A(IA) (0405) Page 11 of 15 Miff:5016 N101 _„1 C-3, J r CD_ Borrower. A sale might result in a change in the entity (known as the "Loan Servicer")that collects Periodic Payments due under the Note and this Security Instrument and performs other mortgage loan servicing obligations under the Note, this Security Instrument, and Applicable Law. There also might be one or more changes of the Loan Servicer unrelated to a sale of the Note. If there is a change of the Loan Servicer, Borrower will be given written notice of the change which will state the name and address of the new Loan Servicer, the address to which payments should be made and any other information RESPA requires in connection with a notice of transfer of servicing. If the Note is sold and thereafter the Loan is serviced by a Loan Servicer other than the purchaser of the Note,the mortgage loan servicing obligations to Borrower will remain with the Loan Servicer or be transferred to a successor Loan Servicer and are not assumed by the Note purchaser unless otherwise provided by the Note purchaser. Neither Borrower nor Lender may commence,join, or be joined to any judicial action (as either an individual litigant or the member of a class)that arises from the other party's actions pursuant to this Security Instrument or that alleges that the other party has breached any provision of,or any duty owed by reason of, this Security Instrument,until such Borrower or Lender has notified the other party(with such notice given in compliance with the requirements of Section 15) of such alleged breach and afforded the other party hereto a reasonable period after the giving of such notice to take corrective action. If Applicable Law provides a time period which must elapse before certain action can be taken,that time period will be deemed to be reasonable for purposes of this paragraph.The notice of acceleration and opportunity to cure given to Borrower pursuant to Section 22 and the notice of acceleration given to Borrower pursuant to Section 18 shall be deemed to satisfy the notice and opportunity to take corrective action provisions of this Section 20. 21. Hazardous Substances. As used in this Section 21: (a) "Hazardous Substances" are those substances defined as toxic or hazardous substances, pollutants, or wastes by Environmental Law and the following substances: gasoline, kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials; (b) "Environmental Law"means federal laws and laws of the jurisdiction where the Property is located that relate to health, safety or environmental protection; (c) "Environmental Cleanup" includes any response action, remedial action,or removal action,as defined in Environmental Law; and (d) an "Environmental Condition" means a condition that can cause, contribute to, or otherwise trigger an Environmental Cleanup. Borrower shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances, or threaten to release any Hazardous Substances, on or in the Property. Borrower shall not do, nor allow anyone else to do, anything affecting the Property (a) that is in violation of any Environmental Law, (b) which creates an Environmental Condition, or (c) which, due to the presence, use, or release of a Hazardous Substance, creates a condition that adversely affects the value of the Property. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Property(including, but not limited to, hazardous substances in consumer products). Borrower shall promptly give Lender written notice of(a) any investigation, claim,demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Property and any Hazardous Substance or Environmental Law of which Borrower has actual knowledge, (b) any Environmental Condition, including but not limited to, any spilling, leaking, discharge, release or threat of release of any Hazardous Substance, and (c) any condition caused by the presence, use or release of a Hazardous Substance which adversely affects the value of the Property. If Borrower learns, or is notified by any governmental or regulatory authority, or any private party, that any removal or other remediation of any Hazardous Substance affecting the Property is necessary, Borrower shall promptly take all necessary remedial actions in accordance with Environmental Law. Nothing herein shall create any obligation on Lender for an Environmental Cleanup. o r n I �'�" �Ato (0405) Initial ``:� 1 f ) Page 12 of 15 r FoViA6 1 Jrnrn 0 NON-UNIFORM COVENANTS.Borrower and Lender further covenant and agree as follows: 22. Acceleration; Remedies. Lender shall give notice to Borrower prior to acceleration following Borrower's breach of any covenant or agreement in this Security Instrument (but not prior to acceleration under Section 18 unless Applicable Law provides otherwise). The notice shall specify: (a) the default; (b) the action required to cure the default; (c) a date,not less than 30 days from the date the notice is given to Borrower, by which the default must be cured; and (d) that failure to cure the default on or before the date specified in the notice may result in acceleration of the sums secured by this Security Instrument, foreclosure by judicial proceeding and sale of the Property. The notice shall further inform Borrower of the right to reinstate after acceleration and the right to assert in the foreclosure proceeding the non-existence of a default or any other defense of Borrower to acceleration and foreclosure. If the default is not cured on or before the date specified in the notice, Lender at its option may require immediate payment in full of all sums secured by this Security Instrument without further demand and may foreclose this Security Instrument by judicial proceeding. Lender shall be entitled to collect all expenses incurred in pursuing the remedies provided in this Section 22, including, but not limited to, reasonable attorneys' fees and costs of title evidence. 23. Release. Upon payment of all sums secured by this Security Instrument, Lender shall release this Security Instrument.Lender may charge Borrower a fee for releasing this Security Instrument, but only if the fee is paid to a third party for services rendered and the charging of the fee is permitted under Applicable Law. 24.Waivers.Borrower relinquishes all right of dower and waives all right of homestead and distributive share in and to the Property. Borrower waives any right of exemption as to the Property. 25. HOMESTEAD EXEMPTION WAIVER. I UNDERSTAND THAT HOMESTEAD PROPERTY IS IN MANY CASES PROTECTED FROM THE CLAIMS OF CREDITORS AND EXEMPT FROM JUDICIAL SALE; AND THAT BY SIGNING THIS MORTGAGE, I VOLUNTARILY GIVE UP MY RIGHT TO THIS PROTECTION FOR THIS MORTGAGED PROPERTY WITH RESPECT TO CLAIMS BASED UPON THIS MORTGAGE. .- g3/23/0 3orrower Date Borrower MARCELO E OY Z datr kfiland Lk? - V (3/Z3 3orrower Date Borrower SEiARMI � F' G—O Z Date 3orrower Date Borrower Date ra O }3orrower Date Borrower .nwi.Date )y.- 7, — i7 �n T rn CD ? 0 4::::)-6A(IA) (0405) Page 13 of 15 FOriZ1 016 1101 -_1 26. Redemption Period. If the Property is less than 10 acres in size and Lender waives in any foreclosure proceeding any right to a deficiency judgment against Borrower, the period of redemption from judicial sale shall be reduced to 6 months. If the court finds that the Property has been abandoned by Borrower and Lender waives any right to a deficiency judgment against Borrower, the period of redemption from judicial sale shall be reduced to 60 days.The provisions of this Section 26 shall be construed to conform to the provisions of Sections 628.26 and 628.27 of the Code of Iowa. IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. BY SIGNING BELOW, Borrower accepts and agrees to the terms and covenants contained in this Security Instrument and in any Rider executed by Borrower and recorded with it. Witnesses: (Seal) MARCELO E OYA -Borrower •St 'u'u^-i + 11 •% (Seal) SHARMI KAEFRI t—O Z .d -Borrower (Seal) (Seal) -Borrower -Borrower (Seal) (Seal) -Borrower -Borrower (Sea]) (Seal) -Borrower -Borrower N O_ t CD yY� .= - `c" „c r- = rn z a -6A(IA) (0405) Page 14 of 15 FotilM3046 11151 STATE OF IOWA, V d (1 4 S ' County ss: On this Z 3 day of M Prkc (. L.)(3 7 , before me, a Notary Public in the State of Iowa, personally appeared MARCELO E OYARZUN AND SHARMI 1CAEFRING—OYARZUN , HUSBAND AND WIFE to me personally known to be the person(s) named in and who executed the foregoing instrument, and acknowledged that he/she/they executed the same as his/her/their voluntary act and deed. My Commission Expires: lop / , . s. � � , Notary Public in and r said County/andState .11 )›.-4 --�- -v rn � = Q initiate:^��ji t�-43A(IA) mos) Page 15 of 15 Form 3016 1101 . T- AFFIDAVIT STATE OF IOWA ) SS COUNTY OF POLK ) I, Benjamin W. Hopkins, state that I am one of the attorneys for the Plaintiff in this cause; that I am a regular practicing attorney engaged in this case; that there has been no agreement, express or implied, between myself and my client, or between myself and any other person except attorneys associated with me in this case, for any sharing or division of the attorney fees to be taxed herein. I certify under penalty and perjury and pursuant to the laws of the State of Iowa that the preceding is true and correct. Dated this 1st day of April , 2014 Al Benj: if, rp(in Wri003573 Exhibit "t " ,, N co t ;<rn -a rn 3 070 _... 52843 IN THE IOWA DISTRICT COURT FOR JOHNSON COUNTY U. S. BANK NATIONAL 41-0417860: ASSOCIATION • EQUITY NO. EQCV076337 • • STATUS TO COURT Plaintiff, : vs . MARCELO E. OYARZUN AKA • MARCELO OYARZUN AND SHARMI • KAEFRING-OYARZUN; • CITY OF IOWA CITY, IOWA; • Defendants . : COMES NOW the Plaintiff, U. S . Bank National Association, and states that because no Defendant has answered Plaintiff intends to request entry of default judgment . Plaintiff is currently in the process of verifying the Defendant' s military status and executing a Military Service Affidavit to support this request . The undersigned anticipates receiving the Affidavit in the next 30 days and thereafter will promptly see entry of default judgment. WHEREFORE Plaintiff respectfully requests that the Court refrain from dismissing this matter and provide such further relief as is equitable. : 0S /& BOECKER, L. L. P. y Ben . . , iv • . ropier. AT0003573 1351 N , 38 ,Eet, S - 100 I 'A113 VMC: Cl , e/ o a 5 rj�25-: 1 : '!".'T-10 Alla T: e,;' • - : (515) 222-9400 F: le: (515) 222-9121 II :1 I.1d '1 1130 h10Z . . 1: electronic@petosalaw.com 3 el ATTORNEYS FOR PLAINTIFF .441$4.41,f,-30.) 52843 Copy to: Marcelo E. Oyarzun aka Marcelo Oyarzun 441 Iowa Street Hills, IA 52235 Sharmi Kaefring-Oyarzun 441 Iowa Street Hills, IA 52235 City of Iowa City, Iowa City Clerk 410 East Washington Street Iowa City, IA 52240 D -11 C, _ r CERTIFICATE OF SERVICE The undersigned certifies that the foregoing instrument was served upon all parties to the above cause to each of the attorneys of record herein at their re a ivIe 1addresses disclosed on the pleadings on . " ,2014. U.S.Mail 0 FAX Hand Delivered 0 Overnight Courier ❑Ce•i"e Mail- 0 .ther: Signatu 1/4 END OF CASE FILE CLAIM AGAINST CONTRACTOR Under Provisions of Chapter 573 Iowa Code Date: October 27, 2014 To: City of Iowa City 4366 Napoleon Street Southeast Iowa City, IA 52440 We,the undersigned Direct Steel,LLC (CLAIMANT) -; 3321 S. Rt. 31 �-� Crystal Lake, IL 52240 c--< :ri r-- herewith file claim against _o rn - ?rj rj :s+ Joseph J. Henderson and Son, Inc. (PRIME CONTRACTOR) 4288 Old Grand Ave o Gurnee, IL 60031 for labor and/or material furnished by us and used by said contractor in the construction of Iowa City WWTP,4366 Napoleon St. SE,Iowa City, IA 52240 as per the attached itemized exhibit(Exhibit A) showing a net amount due of Sixteen Thousand Four Hundred Thirty Six Dollars and 49/00($16,436.49). Claimant's Affidavit State of Iowa ) County of Polk ) S.S. I, Robert C.Gainer,the Attorney-in-Fact for Direct Steel, LLC,do solemnly swear that the several items mentioned in the within statement and attached exhibit(s)are just,true, and wholly unpaid;that the Contractor has been notified as to the amount, kind,and value of said services and/or materials so furnished and/or by itemized invoices rendered to said Contractor during the progress of the work(Exhibit B). Direct Steel,LLC, (name) Robert C. Gaine ,Attorney-in-Fact Subscribed and sworn to before me this (2_, I day ofN ,2014. „qo 1 s, COURTNEY E. BAUMAN -AkiAi A� ” - ��' 0.' Commission Number 757358 Notary Publ in an. fo he State of Iowa My mmis$io -Expires owe CC: Joseph J. Henderson Continental Casualty Co. and Son, Inc. 333 E Wabash Ave 4288 Old Grand Ave Chicago, IL 60604 Gurnee, IL 60031 Com : t ! = Document G702TM -- 1992 Application and Certificate for Payment TO OWNER Joseph J.Henderson&Son,Inc. PROJECT: Iowa WWTP APPLICATION NO:oil Distribution to: CONTRACTOR: PERIOD TO:February 28,2014 OWNER:X SUBCONTRACT FOR:PEMB ARCHITECT: FROM Direct Steel,LLC VIA-ARO T: 12.121 Applicable SUBCONTRACT DATE:May 21,2012 CONTRACTOR X SUBCONTRACTOR: PROJECT NOS: J I FIELD: Subcontractor:X SUBCONTRACTOR'S APPLICATION FOR PAYMENT The undersigned Contractor Subcontractor certifies that to the best of the Co aeter's Subcontractor's knowledge, information and belief the Work covered by this Application for Application is made for payment,as shown below,in connection with the Ithcontract. Payment has been completed in accordance with the Centmet-Subcontract Documents, that all Continuation Sheet,AIA Document G703,is attached. amounts have been i•-•d b the Ceeiraeter`Subcontdactor for Work for which previous Certificates for P. wer ' ue. an. .- cots received from the Owner,-Contractor, and that cuerent 1. ORIGINAL SUBCONTRACT SUM......................... $ 753,880.00 paym i.•-• - •, .' II . 2. NET CHANGE BY CHANGE ORDERS $ -6,767.00 SUB �i • - 3. CONTRACT SUM TO DATE(Line I f 2)..... $ 747,113.00 By: ;% _- _ Date: 4. TOTAL COMPLETED & STORED TO DATE(Column G on G703) $ 747,113.00 State o 11.'"t7:1•,- 5. lKt -5. RETAINAGE: County of: relic-Vc'V'--5 OFFICIAL SEAL a. 0 %of Completed Work Subscribed and worn to before LORI V SPINDLER (Column D+Eon G703) 5 0.00 me this l6, ay of ce1O ch I, NOTARY PUBUC-STATE OF ILLINOIS b. 0 %of Stored Material �t_ `JMY COMMISSION EXPIRES-.010916 • (Column F on G703) $ 0.00 Notary Public: v )AF. ' Total Retainage(Lines 5a+Sb or Total in Column I of 0703) ...........„ $ 0.00 My Commission expires: 7.9.I.Lp , . _ M 1- . e • • i NOT 6, TOTAL EARNED LESS RETAINAGE _ S 747,113,00 APPLICABLE (Line 4 Less Line 5 Total) '`... 7. LESS PREVIOUS CERTIFICATES FOR PAYMENT......_..._ $ 730,676.51 • • : (Line 6 from prior Certificate) _. . .. :> .. ._ :. • 8. CURRENT PAYMENT DUE ..» $ 16,436.49 CERTIFIED. 9. BALANCE TO FINISH, INCLUDING RETAINAGE AMOUNT CERTIFIED $ (Line 3 less Line 6) 5 0.00 CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS QCT -' tal changes approved in previous months by Owner $ 6,733.001$ 13,500.00 It3atea } �Z Lr��tt�'U ,. I approved this Month S 0.00$ 0.00 ';;Ul. r.•.. .. Y.. A r . ri w ..TOTALS $ 6.733.00$ 13,500.00 -- _.T CHANGES by Change Order $ 6.767.00 ,_ C : , _.,,• _ .__C!C vis ll�ar qp R'�otOt"Stnmr--,*+10 CCe7eeGe[Document G702T1'—1992.Copyright®1953,1963,1965,1971,1979,1983 and 1992 by The AmedcanInstituteof Art2litecls.Atl Mghtsreserved.WARNING:This Ani-Al Document is protected 1ynght Law and International Treaties.Unauthorized reproduction or distribution of this Ale Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to m maximum extent possible under the law.This document was produced by AIA software at 16:01:25 on 02/1812014 under Order No.0085371525 1 which expires on 04)30)2014,and is not for resale. .;,I rrNotes: (1630949986) !3AIA TM Document G703 - 1992 Continuation Sheet AIA Document G702, APPLICATION AND CERTIFICATION FOR PAYMENT, APPLICATION NO:011 containing Subcontractor's signed certification is attached. In tabulations below,amounts are in US dollars. APPLICATION DATE:02/18/2014 Use Column I on Contracts where variable retainage for line items may apply. PERIOD TO:02/28/2014 ARCHITECT'S PROJECT NO: A B C D E F G H I WORK COMPLETED MATERIALS TOTAL FROM PRESENTLY COMPLETED BALANCE TO RETAINAGE ITEM DESCRIPTION OF WORK SCHEDULED PREVIOUS STORED AND STORED % FINISH (IF VARIABLE NO. VALUE APPLICATION THIS PERIOD (NOT IN D OR TO DATE (G-C) (C-G) RATE) (D+E) E) (D+E+F) 1 Building Material 559,100.00 559,100.00 0.00 0.00 559,100.00 100.00% 0.00 0.00 2 Insulation 5,400.00 5,400,00 0.00 0.00 5,400.00 100.00% 0.00 0.00 3 Anchor Bolts 6,380.00 6,380.00 0.00 0.00 6,380.00 100.00% 0.00 0.00 4 Foundation Design 12,500.00 12,500.00 0.00 0.00 12,300.00 100.00% 0.00 0.00 5 Erection 170,500.00 170,500.00 0.00 0.00 170,500.00 100.00% 0.00 0.00 CO#1 -Remove Foundation 6 Desig -12,500.00 -12,500.00 0.00 0.00 -12,500.00 100.00% 0.00 0.00 7 CO#2 Remove Skylights -1,000.00 -1,000.00 0.00 0.00 -1,000.00 100.00% 0.00 0.00 CO#3 Install Hoist Beam and 8 Crane 4,411.00 4,411.00 0.00 0.00 4,411.00 100.00% 0.00 0.00 CO #4 Sheet Metal closures& OH Door Jambs for Equipment 9 Storage Building. 1,472.00 1,472.00 0.00 0.00 1,472.00 100.00% 0.00 0,00 CO#5 Provide labor to move 10 roof panels into position. 850.00 850.00 0.00 0.00 850.00 100.00% 0.00 0.00 GRAND TOTAL $747,113.00 $747,113,00 $0.00 £0.00 $747,113.00 100.00% $0.00 $0.00 ._ II4A113 ` AI 3-13 A113 I c :Z Wd 6Z 1011101 AlA Document G703'"-1992.Copyright®1963,1955,1988,1967.1970,t978,1983 and 1992 by The American institute of Architects.All rights reserved.WARNING:This Ale Document is protected by U.S. Copyright Law and international Treaties.Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civ it and criminal penalties,and will be prosecuted to 1 the maximum extent possible under the law.This document was produced by AlA software at 15:58:05 on 02!1812014 under Order No.0085971825 1 which expires on 04130/2014,and is not for resale. User Notts: 0 29 69 1 32081 _.... &L-1Iu1 TIA Document G702 -- 1992 Application and Certificate for Payment TO OWNER Joseph J.Henderson&Son Inc. PROJECT: Iowa City W W I'P APPLICATION NO: 001 Distribution to: CONTRACTOR: PERIOD TO:November 30,2012 OWNER:X �, ' r��. SUBCONTRACT FOR:PEMI3 ARCHITECT: FROM Direct Steel,LLC VIA ARCHffECt: Not Annlicable SUBCONTRACT DATE:May 23,2012 CONTRACTOR:X SUBCONTRACTOR: PROJECT NOS: / / FIELD: Subcontractor.X SUBCONTRACTOR'S APPLICATION FOR PAYMENT The undersigned Centreeter—Subcontractor certifies that to the best of the GentreeterLs Sutxontrac1Dr's knowledge, information and belief the Work covered by this Application for Application is made for payment,as shown below,in connection with the Subcontract. Payment has been completed in accordance with the Contract Subcontract Documents, that all Continuation Sheet,AIA Document 0703,is attached. amounts have been paid by the gontAlet-e>-Ssrlipontractor for Work for which previous Certificates for Payment were issued and payments received from the Owner, Contractor, and that current 1. ORIGINAL SUBCONTRACT SUM $ 753,880.00 payment shown herein is now due. 2. NET CHANGE BY CHANGE ORDERS $ -12,500.00 SUBCONTRACT ] 3. CONTRACT SUM TO DATE(Line 1±2) $ 741,380.00 By: Date: 14 t /? 4. TOTAL COMPLETED & STORED TO DATE(Column 0 on 0703) $ 6,380.00 State of: IG .0e4 ��:'4' 4' ii 5. RETAINAGE: County of. !L OFFICIAL$EAI, a. 2.2 %of Completed Work Subscribed and sworn to before DALE R HOPPENRATH (Column D+Eon G703) $ 140.36 me this 2O day of 1Uor!Firt/5Ee, .2012 NOTARY PUBUC-STATE OF ILLINOIS b. 0 %of Stored Material ?? MY COMMISSION EXPIRES:04f20/13 a<c)4,pp (Column F on G703) $ 0.00 Notary Public: 2: CQ.. Total Retainage(Lines 5a+5b or Total in Column 1 of G703) $ 140.36 My Commission expires: y/Z0,'•Zoe3 _ - r . _ . . , NOT 6. TOTAL EARNED LESS RETAINAGE $ 6,239.64 APPLICABLE In accordance wi e (Line 4 Less Line 5 Total) th • -, .. _ :`_ _ :- . - .. -- . 7. LESS PREVIOUS CERTIFICATES FOR PAYMENT S 000 t.•_ - -• . . .• . : :. - . . _ _ - > (Line 6 from prior Certificate) . _ ., 8. CURRENT PAYMENT DUE $ 6,239.64 CERTIFIED. - - 9. BALANCE TO FINISH, INCLUDING RETAINAGE . . .. . . ., $ (Line 3 less Line 6) $ 735,140.36 ( ttacJrtye�sl rtifx�e .-. , - CHANGE ORDER SUMMARY ADDTTIONS DEDUCTIONS ARCH ET; ' •. ges approved in previous months by Owner $ 0.0C$ 0.00 Byer 7 I 1 tabour• oved this Month $ 0.00$ 12,500.00 I : ' `'t' y T u u � TOTALS S 0.011$ 12.500.00 : GES by Change Order $ -12,500.00 _ fOl = ent 0702^"-1992.Copyright®1953,1963,1965,1971,1978,1983 and 1992 by The American Institute of Architects.All rights reserved.WARNING-This AIA''Document is protected by U.S rnLaw and international Treaties.Unauthorized reproduction or-distribution stribuilon of this AIA` Document.or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to 1um extent possible ander the law.This document was produced by AIA software at 17:48:29 on 11/19f2012 under Order No.0087407401_1 which expires on 04/30/2013.and is not for resale. (1830884719) .a -; lizAI.A. Document G703TM - 1992 Continuation Sheet AIA Document,G702TM-1992,Application and Certification for Payment,or G736 -2009, APPLICATION NO:001 Project Application and Project Certificate for Payment,Construction Manager as Adviser Edition, APPLICATION DATE: 11/19/2012 containing Contractor's signed certification is attached. In tabulations below,amounts are in US dollars. PERIOD TO: 11/30/2012 Use Column I on Contracts where variable retainage for line items may apply. ARCHITECT'S PROJECT NO: _ A B C D E F G H 1 WORK COMPLETED TOTAL • MATERIALS ITEM DESCRIPTION OF SCHEDULED FROM PRESENTLY COMPLETED oro BALANCE TO RETAINAGE NO. WORK VALUE PREVIOUS THIS PERIOD STORED AND STORED TO FINISH (1F VARIABLE APPLICAT€ON (NOT IN D ORE DATE (G^C) ) (C-G) RATE) (D+E) (Da-E+F) 1 Guiding Material 559,100.00 0.00 0.00 0.00 0.00 0.00% 559,100.00 0.00 2 Insulation 5,400.00 0.00 0.00 0.00 0.00 0.00% 5,400.00 0.00 3 Anchor Bolts 6,380.00 0.00 6,380.00 0.00 6,380.00 100.00% 0.00 0.00 4 Foundation Design 12,500.00 0.00 12,500.00 0.00 12,500.00 100.00% 0.00 0.00 5 Erection 170,500.00 0.00 0.00 0.00 0.00 0.00% 170,500.00 0.00 CO#1 - Remove 6 Foundation Design -12,500.00 0.00 -12,500.00 0.00 -12,500.00 100.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00' 0.00 0.00 0.00 0.00 0.00% 0.00. 0.00 0.00 , 0.00 0.00 0.00 0.00 0.00% 0.00 0.000 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.40 0.00 0.00 0.000.40 0.00 0.00% 0.00 0.00 0.00 0.00 0.004, 0,00 0.00 0.00% 0.00 0.00 0.00 0.00 0.40 0.0 '.° 0.00 0.00 Bio 0.00` 0.00 0.00 0.00, 0.00 0.00 , 0.00 0.00% 0.00 0.00 ,GRAND TOTAL $741,380.00 $0.00 $6,380.00 '•-• '$0.00 " -' "' $6;380.00 0.86% $735,000.00 $0.00 -1 r AIA Document G703"-1992.Copyright 01983,1985,1966,1067,1970,1978,1983 and 1992 by The American Institute of Architects.All rights reserved.WARNING:This AlA''Ooc'Iment is protected by U.S. Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA`Document,or any portion of it,may result 1n sovere Civil and criminal penalties,and will be prosecuted to the maximum extant possible under the law.This document was produced by AIA software at 17:43.52 on 11/19/2012 under Order No.0087407401 1 which expires on 04/3012013,and is not for resale. User Notes: - (1283103080) r-) C': c -("7 c) • • ?`r t --4 C) , -cr.- —,,, 1 [�1 y .i A Document G702TM _ 1992 #': w on and Certificate for Payment Joseph J. Henderson&Son,Inc. PROJECT: Iowa City WWTP APPLICATION NO:002 PERIOD TO:January 31,2013 SUBCONTRACT FOR:PEMB Direct Steel,LLC Not Applicable SUBCONTRACT DATE:May 23,2012 TOR: PROJECT NOS: 1 1 RACTOR'S APPLICATION FOR PAYMENT The undersigned Get —Subcontractor certifies that to the best c $ubcontfactor'g knowledge, information and belief the Work covered by lade for payment,as shown below,in connection with the Subcontract. Payment has been completed in accordance with the Contract Subcontract eel,AIA Document G703,is attached. amounts have been paid by the Certraetot-,Subcontractor for Work for which for Payment were issued and payments received from the Oivncr, Contract JBCONTRACT SUM $ 753,880.00 payment showyhereints naw•due. BY CHANGE ORDERS 5 -12,500.00 SUBCONTRAOTOR:- :.-_.......___, + / IUM TO DATE(Line 1 t 2) 5 741380.00 By: Date: 'LETED & STORED TO DATE(Column 0 on 0703) S 572.559,00 State oft /I%jNOS 5.— County County of: M if Completed Work Subscribed and sworn to before A A MOELLEF a+Eon 0703) 5 12,596.30 me this /� day of..I Jnr /LOY3 [7oFFiciw=sEAL BLIC•STATE OF if Stored Material. SSION EXPIRES ?on 0703) 1; 0.00 Notary Public: rge(Lines 5a+Sb or Total in Column I of 0703) $ 12,596.30 My Commission expires: /0.2 /fp _ _ _ ,_. _ a • •. fO", IED LESS RETAINAGE $ 559,962.70 APPLICABLE :ss Line 5 Total) I _ _ )US CERTIFICATES FOR PAYMENT $ 6 239.64 this a:: )rn prior Certificate) _. :•_ ANENT DUE S 553.723.06 CERTIFIED. I FINISH, INCLUDING RETAINAGE AMOUNT CERTIFIED $ s Line 6) S 181,417.30 're '• • `';. ' • ;.tH plied.4Fritiet- ER SUMMARY ADDITIONS DEDUCTIONS Ai IITECT3 tproved in previous months by Owner 5 0.00$ 12.500.00 13.5. Betel his Month 5 0.00$ 0.00 TOTALS $ 0.00$ 3 by Change Order $ -12,500,00 - e -- : .. __ --- '02TM—1992.Copyright©1953,1963,1985,1971,1978,1983 and 1992 by The American Institute of Architects.All rights reserved.WARNING:Thls AlA Document is protected by U.S d Intern.lionat Treaties.Unauthorized reproduction or distribution of this AIA` Documsrnt_Cr any portion of it,may rnutt in severe civil and criminel penalties,and: ill be prosect; 'at pop.lhIe u nrrer the law.This document was produced by AIA software at 18:01:11 on 01/15/2013 under Order No.0007407401_1 which expires on 0413012013.and is not for resale. (12787577 c:::* r 7.4--- ® f +C, c f .--- .--1 :In cli ',ion Sheet • - :=,' t, G702T"'-l992,Application and Certification for Payment,or G736111 2009, APPLICATION!NO:00 ;tion and Project Certificate for Payment,Construction Manager as Adviser Edition, APPLICATION DATE:01/15/2013 itractor's signed certification is attached. ,elow,amounts are in US dollars, PERIOD TO:01/31/2013 on Contracts where variable retainage for line items may apply. ARCHITECT'S PROJECT NO; B 1 C D E F G 1 H WORK COMPLETED TOTAL FROM MATERIALS COMPLETED BALANCE TO R1 'RIPTION OF SCHEDULED PRESENTLY WORK VALUE PREVIOUS ,-AND STORED TO FINISH (IF APPLICATION THIS PERIOD STORED DATE (G C) (C-G) (D+E) (NOT IN D OR E) (D+E+F) g Material 1 559,100.00 0.00 540,779.00 0,00 540,779.00 96.72% 18,321.00 ion 5,400.00 0.00 5,400.00 0.00 5,400.00 100.00% 0.00, Bolts 6,380.00 6,380.00 0.00 0.00 6,380.00, 100.00% 0.00 ition Design 12,500.00 12,500.00 0.00 0.00. 12,500.00, 100.00% 0.00 .n 170,500.00 0.00 20,000.00 0.00 20,000.00 11.73% 150,500.00 - Remove ition Design -12,500.00 -12,500.00 0.00 0.00 -12,500.00 100.00% 0.00 0.00 0.00 0.00, 0.00 0.00%I 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0,00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00` 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0,00 0.00 0.00% 0.00 1 TOTAL $741,380.00 $6,380.00 $566,179.00 $0.00 $572,559.00 77.23% $168,821.00 )31,4-1992.Copyright Ct 1963,1965,1966,1967,1970,1978,1983 and 1992 by The American Institute of Architects,All rights reserved,WARNING:This AIA"Document Is protected by International Treaties.Unauthorized repra;h,ction ordisttibutUon of this Ale Document,or any portion of it,may result in severe civil and criminal penalties.and will be presecut: nt possible under the law.This document was produced by AIA software at 17:43:23 on 01/15/2013 under Order No.0067407401,1 which expires on 0413072013,8110 is not for resale. (196944311 • Is,...", r.� cat L• :>—_-t ___ —1 ,..4..... a .______,,_) ® N R, Document G702 1992 c—,7) -- 1----1 )n and Certificate for Payment == G3 Joseph J.Henderson&Son,Inc. PROJECT: Iowa City WWTP APPLICATION NO:003 ' PERIOD TO:February 28,2013 SUBCONTRACT FOR:PEMI3 Direct Steel,LLC VIA-ARCATECT4 it Applicable SUBCONTRACT DATE:May 23,2012 FOR: PROJECT NOS: / I ZACTOR'S APPLICATION FOR PAYMENT The undersigned ContractorSubcontractor certifies that to the best o Subcontractor's knowledge, information and belief the Work covered by t ade for payment,as shown below,in connection with the Subcontract. Payment has been completed in accordance with the Gemmel-Subcontract :et,AIA Document 0703,is attached. amounts have been paid by the Geer-Subcontractor for Work for which r BCONTRACT SUM for Payment were issued and payments received from the Owner, Contracts $ 753,880.00 payment shown herein is now due. BY CHANGE ORDERS $_ -12.500.00 SUBCONTRACTOR: UM TO DATE(Line 1±2) S 741,380.00 By: Date: LETED & STORED TO DATE(Column G on G703) $ 620,880.00 State of: County of: f Completed Work Subscribed and sworn lo before 1+Eon G703) $ 13,659.36 me this day of FStored Material on G703) $ 0.00 Notary Public: ?e(Lines 5a+5b or Total in Column I of G703) $ 13.65936 My Commission expires: • _ _ . - NOT �D LESS RETAINAGE $ 607,220.64 APPLICABLE ;s Line 5 Total) . .... - -•- ' - -- - -• a:.. -- . .._ . . . .- _ . US CERTIFICATES FOR PAYMENT $ 559,962.70 ._ to prior Certificate) YMENT DUE $ 47,257,94 CERTIWED_ FINISH, INCLUDING RETAINAGE AMOUNT CERTIFIED S Line 6) $ 134,159.36 sR SUMMARY ADDITIONS DEDUCTIONS ARCRITEM proved in previous months by Owner $ 0.00,$ 12,500.00 B}: Dee` tis Month $ 0.00$ 0.00 TOTALS $ 0.00$ 12,500.00 " - - by Change Order $ -12,500.0C .- e - - _ :: _ I2TM—1992.Copyright 0 1953,1953,1965,1971,1978,1983 and 1992 by The American Institute of Architects.All rights reserved.WARNING:This AMA"'Document Is protected by U.S. Internatlonaf Treaties.Unauthorized reproduction or distribution of this AEA"Document,or any portion of it,may result in severe civil and criminal penalties.and wilt be prosecute nt possible under the law.This document was produced by AIA software at 15:00:53 on 0211812013 under Order No.0087407401_1 which expires on 04/30/2013,and is not fa resale. (176445701 • N U Zen Z---) . 1 c-)-< N 1 IA Document G7031M - 1992 =:C) :<m rn tion Sheet -, r" ci it 0702,APPLICATION AND CERTIFICATION FOR PAYMENT, APPLICATION NO:1103 )contractor's signed certification is attached. APPLICATION DATE:02/18/2013 below,amounts are in US dollars. on Contracts where variable retainage for line items may apply. PERIOD TO:02/28/2013 ARCHITECT'S PROJECT NO: B C D E F _ G H WORK COMPLETED MATERIALS TOTAL SCHEDULED FROM PRESENTLY COMPLETED % , BALANCE TO R CRIPTION OF WORK VALUE PREVIOUS THIS PERIOD STORED AND STORED (G_C) FINISH (II APPLICATION (NOT IN D OR TO DATE (C -G) (D+ E) E) (D+E+F) ig Material 559,100.00 540,779.00 18,321,00` 0.00 559,100.00 100.00% 0.00 ion 5,400.00 5,400.00 0.00 0.005,400.00 100.00% 0.00 r Bolts 6,380.00 6,380.00 0.00 0.00` 6,380.00 100.00% 0.00 ation Design 12,500.00 12,500.00 0.00 0.00 12,500.00 100.00% 0.00 1n 170,500.00 20,000.00 30,000.00 0.00 50,000.00 29.33% 120,500.00 -Remove Foundation . -12,500.00 -12,500.00 0.00 0.00 -12,500.00 100,00% 0.00 0,00 0.00 ' 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0,00 0.00 0.00 0,00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00^ 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00~ 0.00-_ 0.00 0.00 0.00 0.00% 0.00 , 0.00 o.00 0.00 0.00 0.00 0.00°40 0.00 0.00 0.00 0.00 0.00 0.04 0.00% 0.00 1 TOTAL $741,380.00 $572,559.00 $48,321.00 $0.00 5620,880.00 83.75% $120,500.00 13,0-1992.Copyright 01963,1965,1966.1987,1970,1978,1983 and 1992 by The American Institute of Architects.MI rights reserved.WARNING:This AlA' Document is protected by I International Treaties.Unauthorized reproduction orclistrributicn of this Ale Document,or any pOrtIon or it,may result in severe civil and criminal penalties,and will be prosecut ::t possible under the I:rw.This document was produced by AIA software at 14:57:08 on 0 2/1 812 01 3 under Order N0.0007407401_1 which expires on 0413012013,and is not for resale. (181955581 $AIA ntDocument G702 — 1992 Application and Certificate for Payment TO OWNER Joseph I.Henderson&Son.Inc. PROJECT: Iowa WWTP APPLICATION NO:004 Distribution to: CONTRACTOR: PERIOD TO:Apr(130,2013 OWNER:X SUBCONTRACT FOR:PEMB• ARCHITECT: FROM Direct Steel.LLC ? A A„or ECC V_DiArmiirtblc SUBCONTRACT DATE:May 21.2012 CONTRACTOR:X SUBCONTRACTOR: PROJECT NOS: i r FIELD: Subconttadcc X SUBCONTRACTOR'S APPLICATION FOR PAYMENT The undersigned Centrastor—Suhcontnctor certifies that to the best of the Csutruotot:s Application is made for payment.as shown below.in connection with the S hcontrnet. $abcontrnc)ur's knowledge. information and belief the Work covered by this Application for Payment has been completed in acro:lance with thc CentrasE•Suhmntrac( Documents.that all Continuation Sheet,AIA Document 0703.is attached. amounts hare been paid by the Cantroetor-Subcontractor for Work for which previous Certilitau:s for Payment were issued and payments received from thc Owner:-Contractor, and that commit 1. ORIGINAL SUBCONTRACT SUM._.....,,......._.._......._•,„,••„_„ $ 753.980.00 payment shown herein is now due- ,2. NET CHANGE BY CHANGE ORDERS,. $ -7,617.00 &UBCONT `1 (- /7_233 CONTI.ACT SUM TO DATE{Linc 1 f 2)_ ._ . ..» ._.. S 744.363.00 B.: (/ S�.L-?��'` t '4. TOTAL COMPLETED & STORED TO DATE(Column 0 on G703) .,_ , S 634,413.00 Stt a of: t LL t 10C I�� OFFICIAL SAL 5. RETAINAGE: County of: k\. ..\t'_.IAA-t '\ LISA A MOELLER a. 2.2 %of Completed Work Subscribed and sworn to before • NOTARY PUBLIC-STATE OF ILLINOIS (Cal Lynn D+Eon 6703) S 13.957.09 me this 1 fit-day of /�,r7 t' t MY COMMISSION EXPIRES•10102116 • b. 0 %of Stored Material / r () (Column Von 0703) S 0.00 Notary Public: y 1%1/ 4c , i��'E-- -- - Total Retainage(Lines 5a+5h or Total in Colonial of G703) .......,_..--.. S 13.957.09 My Commission expires; 't(2•2 I L' PAYMENT NOT 6. TOTAL. EARNED LESS RETAINAGE ..._._.. _ �..... , S 620.455.91 APPLICABLE (Line 4 Leis Line 5 Total) :a sitreh9e^�a" 7. LESS PREVIOUS CERTIFICATES FOR PAYMENT..__....._ S 607.220.64 +t (Line 6 from prior Ccrtilcate) .... . . 8. CURRENT PAYMENT DUE .._........_....._._.•,,..__-_..,,,..•,,.,..,..�._,....•._.... S 13.235.27 `L "'� 9. BALANCE TO FINISH, INCLUDING RETAINAGE AMC/ r . _t - ... 8 (Line 3 less Line 61 S 125,807.09 64-mash explanation-( w firem4ite-er t-thie r1p�Iie v .. of 9frrrr Ml Il/IE } CI IANGE ORDER SUMMARY ADDITIONS DEDUCTIONS -' r 1 'i ('i Focal changes npprrovd in previous months by Owner $ 0.00$ 12.500.00 Be+ . 9atei Al-1 3 1,110 filial approved this Month $ 5.883.00 S 1.000.00 J ! Tt7t ALS S 5.883.00 8 13.500.00 „a, - • • .-- _. b 2 1'J0 lila NET CHANGES by Change Order $ -7.617.00reet 1:v :(-) .0 ... A!A Document G7027"—1992.C*0.0 101953.1993,1965,1971,1975,1993 and 1092 by The Arnericttn Institute et Architects.Alt fights reserved.WARNING'This ASA`Document is protected by U.S. i Copyright Lawand Internetionat Treaties.Unauthowhed reproduction oralstrtbrnloe of this AIA'Document.or eey portion of It.may rosuttIn severe etvtf and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AM sothware et 16 05:55 on 04/17/2013 under OroerNo.0ee5371825 ,which expires on 04f3dra014.end is not for resale. .3 -1 I - user Notes — (I (124soosee7) SO�I".�: -- ® Document G703TM - 1992 Continuation Sheet ALA Document 0702,APPLICATION AND CERTIFICATION FOR PAYMENT. APPLICATION N0:004 containing Subcontractor's signed certification is attached. In tabulations below,amounts are in US dollars. APPLICATION DATE:04/I7l2013 Use Column 1 on Contacts where variable retainat!e for line items may apply. PERIOD TO:04/30/2013 ARCHITECT'S PROJECT NO: A B C D E F G H I WORK COMPLETED MATERIALS TOTAL ITEM SCHEDULED FROM PRESENTLY COMPLETED ° BALANCE TO RETAINAGE DESCRIPTION OF WORK /° NO. VALUE PREVIOUS Tl HS PERIOD STORED AND STORED FINISF! (IF VARIABLE APPLICATION] (NOT IN D OR TO DATE (G_C) (C-G) ; RATE) (D+E) E) (D+E+F) I Building Material 559,100.00 559.100.00 0.00 0.00 559,100.00. 100.00% _ 0.00 0.00 2 Insulation 5,400.00 5,400,00 0.00 0.00 5,400.001 100,00% 0.00 0.00 3 Anchor Bolts 6.380.00 6,380.00 0.00 0.00 6,380.00 100.00% 0.00 0.00 4 Foundation Design 12,500.00 12,500.00 0.00 0.00 12,500.00, 100.00% 0.00 0.00 5 Erection 170,500.00 50.000.00 8,650.00 0.00 55.65{).00 34.40% 111,850.00 0.00 CO#1 -Remove Foundation - -- 6 Design -12.500.00 -12,500.00 0.00 0.00 -12,500.00 100.00% 0.00 0.00 7 CO#2 Remove Skylights -1,000.00 0.00 -1,000.001 0.001 -I,000.00 100.00% 0.00 0.00 C O#3 Install Hoist Beam and _ R Crane 4.411.00 0.00 4,411.00 0.00 4.411.00 100.00% 0.00 0.00 CO ?u4 Sheet Metal closures& - ^--- - -� OH Door Jambs for Equipment 9 Storage Building. 1,472,00 0.00 1,472.00 0.00 1,472.00 100.00% 0.00 0.00 0.00 0.00 0.00` 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0,00 0.00% 0.00 0.00, 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 ---.__.-. 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00% , , 0411Q,, 113 :t,0100, 0.00 0.00` 0.00 0.00k 0.00 0.00% - ' R,QA .15 i .. 0.00 4}4) 61-1 0.0 0.00 0.00 0.00 0.00, 000% ( rte �p v z 1J�q Ojj" 0.00, 0.00 0.00 0.00 0.00 0.00% 0.00 0.00 GRAND TOTAL $746,263.00 $620.880.00_- $13,533.00 $0.00 5634.413.00 85.01% 511 1,850.00 'i r $0.001 ADocument G703'-1992.Copyright 01953,1985,1900,1987.1970.1978.1983 and 1992 by The American htsblute of Architects.All rights reserved.WARNING:This MA'Document is protected by U.S.n IA Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA"Document,or any portion of it,may result in severe chic and crintlnat penalties,and wilt he prosecuted to the maximum extent possible under the law.This document was produced 17y AIAsohwarm a1 16:00:42 on 04/17/2013 under Order No.0085371825 1 which expires on 04/3012014,and is not for resale User Notes: - (946360954) Wilt.---:0-1- AIA Document G7O2TM - 1992 Application and Certificate for Payment TO OWNER Joseph 1, Henderson&Snit.Inc. PROJECT.. Iowa WWTP APPLICATION NO:005 Distribution to: CONTRACTOR: PERIOD TO:Jun.::30.2013 OWNER:X SUBCONTRACT FOR:PEMB ARCHITECT: FROM Direct Steel.LLC VIA-ARCHITECT: Nst Applicable SUBCONTRACT DATE:Mn.23.2012 SUBCONTRACTOR: PROJECT NOS: r ! CONTRACTOR:X FIELD: Subcontractor X SUBCONTRACTOR'S APPLICATION FOR PAYMENT Tlk tmckrsiened Contractor—Subcontractor certifies that to the best of the C'ontr€,etor.n Subcontractor's knowledge. information and belief the Work covered h.' this Application for Application is made I•nr payment,as shown hdow•in connection wills the Subcontract. Payment has been completed in accordtince with the Contract SubcoMxim Documents. that all Coniinicition Shed.AEA Document 0703.is attached. amounts have been paid he the Ce n;utor-Suhcnntraclor for Work for which previous Certificates 1. ORIGINAL SUBCONTRACT SUM for Payment woe issecd- villeins received from the Owner. Contractor. and that current ••- ...... .................... ._ ...._ S 753.380.00 payment shop% •n-is,nosr dog 2. NET CHANGE BY CHANGE ORDERS... ... $ -7,6 .17 OR: 3. CONTRACT SUM TO DATE(Uric 1 2).................„,.,..........,�.,,,.,,......_,,. 5 746263.00 By: alter 4/.26033 4. TOTAL COMPLETED & STORED TO DATE(Column 0 on 0703) ., 5 694.413,00 State at: — 5. RETAINAGE: County of: ..,.- a. 2.2 "/a nfC'otnpILted Work Subscribed and sworn to before DUE Riedalli (Col ci nn I)+Eon(i 7031 $ 15_277.09 me this � day of VOTARY PUMUC-STAN OF ILuNOIS b. (1 %01-Stored Material `� V tv MY SIONt 7 501110117 (Column I'on 07031 f 5 0.00 Notary Public: %�7c1e. �� -- Total Rctainaee(Lines 5a 1-5b or Total in Column 1 of 0703) .•.. S 15.277.09 M`'Comtnissioe►expires: V..2.cf) f/ 7 AR T-E T'S CERTIFIC ATC FOR o� AAYMENT NOT 6. TOTAL EARNED LESS RETAINAGE ,,..„^,,,, S 679-135,91 APPLICABLE (Linc 4 Less Line5 -rotor) h}. epd.we wits-Flet cy}Iraq-L?rx 1.45,4Nisc^d-N}.gal-Al`o, tie - fietf.pr-isi.e 7. LESS rte Le s CERTIFICATES FOR PAYMENT } ppc” 'kit *'t*'`lL h" ri - Flue: S 620.455.91 let' .e-We.e -as-incliea (Line 6 from prior Certificate) kith the CHstraet--1 tb � h``;� of tche AMrt14NEe -FoNtractor is entitled to pA;.yuevll of the .'1E`SAt4.ia: 8. CURRENT PAYMENT DUE S 58.6R0.0 CERTIFIID- 9. BALANCE TO FINISH, INCLUDING RETAINAGE ANlAIOXCEPAIFaED .5 5 67,127.09 4Haelt ever/ ifoot4ft metei e s` J/,, ,t,4+ 114#4464-QPF;R6 we lw•tk., el fps certion-e7rxl-wih C-emrtrrrnalion-She -vire.ed�} 1i ate# C`HA.NGI-.ORDER SUMMARY ADDITIONS DEDUCE IONS A T:3-13 .I fatal changes approved in previous months by Owner S 5.893.00 S 133500.00 (2 i Imo, rota approved this Month 5 0,00 5 0.00 `. I- . I` "'` n'-itis-not-uewstio►tsle=l7te-Au1F)t. ; i t� TOTALS S 5.583.00$ 13.500.00 ke-C+txtsttt+ NET CHANGES by Change Order S -7.017.00 the.. ET or Cotttractcrr-itnder -this-C te+:t AIA Document G702^'-.1992.Copyright©1953.1963.1985.1971,1978.1983 and 1992 by The American Insl,tute a Architects.All rights reserved.WARNING:This Alia' ntin ent protested by U.S. Copyright Law and Internehonat Treaties.Unauthorized reproduction or distribution of this AIA'Document.or any portion of II.may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This rk+aanent was produced by AIA software at 17:17:16 on 06118!2013 under Order No.0085371825 1 which eeplres on O4r30t2014,and is not for resale. User Notes: (812149574) N t^" -:1;_ � i a r--t --1 ...... ()-< Nroa --1� m -0 r ` 6 -7i,.1A7-3 Document G703TM - 1992 .4'- tion Sheet t G702,APPLICATION AND CERTIFICATION FOR PAYMENT, APPLICATION NO:005 tcontractor's signed certification is attached. APPLICATION DATE:06/19/2013 below,amounts are in US dollars. on Contracts where variable retainage for line items may apply. PERIOD TO:06/30/2013 ARCHITECT'S PROJECT NO: . B C _ 0 E F G H WORK COMPLETED MATERIALS TOTAL j FROM PRESENTLY COMPLETED BALANCE TO R CRIPTION OF WORK SCHEDULED PREVIOUS STORED AND STORED % FINISH (If VALUE APPLICATION THIS PERIOD (NOT IN D OR TO DATE (G-C} (C-G) (D+E) E) (D+E+r) •le Material 559,.100.00 559,300.00 0.00 0.00 559,100.00 100.00% 0.00 ion 5,400.00 5,400.00 0.00 0.00 5,400.00 100.00% 0.00 r Bolts 6,380.00 6,380.00 0.00 0.00 6,380.00 100.00% 0.00 ation Design 12,500.00 12,500.00 0.00 0.00 12,500.00 100.00% 0.00 in 170,500.00 58,650.00 60,000.000,00 118,650,00 69.59% 51,850.00 -Remove Foundation . -12.500.00 -12,500.00 0.00 0.00 -12,500.00 100.00% 0.00 Remove Skylights -1,000.00 -1,000,00 0.00 0.00 -1,000.00 100.00% 0.00 Install Hoist Beam and 4,411.00 4.41 1.00 0.00 0.00 4,411.00 100.00% 0.00 •Sheet Metal closures& mor Jambs for Equipment Building. 1,472.00 1,472.00 0.00 0.00 1,472.00 100.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 1 TOTAL $746,263.00 $634,413.00 $60,000.00 $0.00 $694,413.00 93.05% $51,850.00 J3 TM'-1992.Copyright m 1963.1965.1966,1967.1970,1978.1983 and 1892 by The American Instituteol Architects.An rights reserved.WARNING:This AIA' Document is protected by I International Trestles.Unauthorized reproduction or distribution of this AlA'Document,or any portion of it,may result in severe civil and criminal penalties,and will he prosecut nt possible underthe law.This document was produced by AIA software at 17:08:38 on 0611812013 under Order No.0085371825_1 which empires on 04130/2014,and is not for resale. (18151043: N Co er IA Document G702" - 1992 ..:7 7 C]i- T, )n and Certificate for Payment =l� Joseph J.Henderson&Sun,Inc, PROJECT: Iowa WWTP APPLICATION NO PERIOD TO:July 3 i.:72b13 N7 U6CONTRACT FOR: PEM Direct Steel,LLC Not Applicable SUBCONTRACT DATE:M6723.2012 FOR: PROJECT NOS: 1 1 tACTOR'S APPLICATION FOR PAYMENT The undersigned Contractor-Subcontractor certifies that to the best o; idt for payment.as shown below,in connection with tlx Subcontractor's knowledge. information and belief the Work covered by t1 bcontract• Payment has been completed in accordance with the tSuhcontract I :et.AIA Document 0703.is attached. amounts have been paid by the 0erreetef-Subcontractor for Work for which p for Payment were issued and payments received from the Ownercontracrt CONTRACT SUM $ 753,880,00 payment shown herein is now due. BY CHANGE ORDERS $ -7.6 t 7.00 SUBCONTRACTOR: UM TO DATE(Line I±2) 5 746.263.00 By: Date: LETED & STORED TO DATE(Column G on 0703) $ 719.413,00 State of: County of: ,'Uc.f>1e#ity OFFICIAL SEAL E'Completed Work Subscribed and sworn to before LISA A MOEU.Ec t+Eon 6703) $ 15,827.09 me this /7 tk day of JD IY ,3 NOTARY PUBLIC•STATE 0 F Stored Material s MY COMMISSION EXPIRE: On(i703) $ 0.00 Notary Public: )4a-Paf •A -••, ;c(Lines 5a+5h or Total in Column I of 6703) $ 15.827.09 My Commission expires: /0•? •j l,, _ _ _ t„ _ _ r IR—PAy,.rz11EN NOT ED LESS RETAINAGE $ 703,585,91 APPLICABLE ;s Lino 5 Total) : :,.._ US CERTIFICATES FOR PAYMENT this application.the Architect certifies to the Owner that to the best of the Are $ 679.135.91 m prior Certificate) fMENT DUE $ 24,450.00 CERTIFIED. FINISH, INCLUDING RETAINAGE AMOUNT-CERTIFIED b s Line 6) $ 42,677.09 r • 'i' . . - - . iR SUMMARY ADDITIONS DEDUCTIONS ARCHITECTi: proved in previous months by Owner $ 5.883.00$ 13.500.00 f3-,• 13atet lig Month $ 0.00$ 0.00 .. _ . TOTALS S 5.883,00 5 13.500.00 by Change Order $ -7.617.00 12,74—1982.Copyright®1953,1863,1965.1971,1978.1983 and 1992 by The American Institute of Architects.Ail rights mon/ed.WARNING:This AlA' Document is protected by U.S. International Treaties.Unauthorized reproduction or distribution of this IAA"Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecute It possible under the law.This document was produced by AIA software at 16:25:40 on 07117/2013 under Order No.0085371825_1 which expires on 04130/2014,and is not for resale. (19174052E N tri r ,S--4 --t .,_ esvm +7-< IN) r.._.s t-- IA Document G7031M - 1992 era N rn 3� W Ion Sheet - t G702,APPLICATION AND CERTIFICATION FOR PAYMENT. APPLICATION NO:006 contractor's signed certification is attached. APPLICATION DATE:07/17/2013 Jelow,amounts are in US dollars. on Contracts where variable retainage for line items may apply. PERIOD TO:07/31/2013 ARCHITECT'S PROJECT NO: • B C D E F G H WORK COMPLETED MATERIALS TOTAL SCHEDULED FROM PRESENTLY COMPLETED % BALANCE TO R CRIPTION OF WORK VALUE PREVIOUS THIS PERIOD STORED AND STORED (G C) FINISH (IF APPLICATION (NOT IN D OR TO DATE (C-G) . (D+E) E) (D+E'E) tg Material 559,100.00 559.100.00 0.00 0.00 559,100.00 100.00% 0.00 ion 5,400.00 5,400.00 0.00 0.00; 5,400.00 100.00% 0.00 •Bolts 6,380.00 6,380.00 0.00 0.00 6,380.00 100.00% 0.00 ttion Design 12,500.00 12.500.00 0.00 0.00 12,500.00 100.00% 0.00 it 170,500.00 118,650.00 25.000.00 0.00_ 143,650.00 84.25% 26,850.00 •Remove Foundation -12.500.00 -12,500.00 0.00 0.00 -12,500.00 100.00% 0.00 Remove Skylights -1,000.00 -1,000.00 0.00 0,00 -1,000.00 100.00% 0.00 _ Install Hoist Beam and 4,411.00 4,411.00 0.00 0.00 4,41 1.00. 100.00% 0.00 Sheet Metal closures& or Jambs for Equipment Building. 1.472.00_ 1,472.00 0.00 0.00 1,472.00 100.00% 0.00 0.00 0.00_ 0.00 0.00 0.00 0.00% 0.00 1 TOTAL $746,263.00 $694,413.00 $25,000.00 $0.00 $719,413.00 96.40% $26,850.00 13T"-1992.Copyright 01963.1963,1966.1967,1970,1978.1983 and 1992 by The American Institute of Architects.All rights reserved.WARNING:This AIAe'Document is protected by I International Treaties.Unauthorized reproduction or distribution orthls Ale Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecute nt possible underth e law.This document was produced by ALA software at 16:21:17 on 0711712013 under Order No.0085371825_1 which expires on 04130/2014,and is not for resale. (14810090( C= r --t —I 1/4. --1n IA Document G7O2TM - 1992 0rn in and Certificate for Payment -- Joseph J.Henderson&Son,Inc. PROJECT: lova WWTP APPLICATION NO:007 PERIOD TO:November 30,2013 SUBCONTRACT FOR:PEMB Direct Steel.LLC VIA-ARCHITECT.; Nst Apolicable SUBCONTRACT DATE:May 23,2012 rOR: PROJECT NOS: I / ZACTOR'S APPLICATION FOR PAYMENT The undersigned c«Subcontractor certifies that to the best o. a�ment,as shown below,in connection with the Subcontract. Bubcontractor's knowledge, information and belief the Work covered by t adc for pPayment has been completed in accordance with the Contraet—Subcontract 1 :et.AlA Document 0703,is attached. amounts have been paid by the Contractor Subcontractor for Work for which p for Pa r ..+uf • • • •• 1iht,ZS received from the Owner,-Contracts BCONTRACT SUM 5 753,880.00 payment s tow; w due, BY CHANGE ORDERS... .... 5 -7.617.00 SUBCO ,-41 UNE TO DATE(Line I f 2 �r ) $ 746,2b3.00 By: _„ r Date: LETED & STORED TO DATE(Column G on 0703) .......... $ 724.783,00 State of:' vn+C ., County of: c''i-\ -e f Completed Work OFFICIAL SEA P Subscribed and sworn to before )+Eon 0703) $ 15.945.23 me this ej-W. day of �,Y•?C_f� \ . PUBCRI V SPIh1DlJ f Stored Material NOTARY PUBLIC•STATE t on G703) S 0.00 Notary Public: �.\ O` j 1�Q,�� torr COMMISSION E» ;e(Lines 5a+5b or Total in Column 1 of 6703) ................ $ 15.945.23 My Commission expires: D .r�.1 _ ORPA;";E NOT =D LESS RETAINAGE 5 708.837,77 APPLICABLE s Line 5 Total) US CERTIFICATES FOR PAYMENT $ 703.585-91 'ts-amica Y , _ . .. _• . . . - - m prior Certificate) wi •; YMENT DUE ......-.. S 5.251.86 CGRTU4l,B ' FINISH, INCLUDING RETAINAGE AMOUNr reo.,_„�,TWIED $ s Line 6) $ 37,425.23 p'JteedrAn. . . . .. - . . -. _ • . :K SUMMARY ADDITIONS DEDUCTIONS ARCHITECT+ proved inprevious months by Owner $ 5,883.00$ 13.500.00 131.4. Detest tis Month $ 0.0d$ 0.00 TOTALS 5 3,883.00.$ 13.500.00 by Change Order $ -7,617.00 -- e ••- . .- --- -- , 12r■—1992.Copyright Ci 1953.1963,1965,1971.1978,1983 and 1992 by The American institute of Architect.All rights reserved.WARNING:This AIAe Document is protected by U.S. t International Treaties.Unauthorized reproduction or distribution of this Ale Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecut nt possible under the law,This document was produced by AIA software et 15:00:51 on 1210512013 under Order No.0085371 egg„1 which expires on 04/3012014,and is not for resale. (6e24095; N y IA t7 "'6.I C, l 3 .,:A Document G703' - 1992 �-< --� , tion Sheet -r'. -� . ., t G702, APPLICATION AND CERTIFICATION FOR PAYMENT, APPLICATION N0U307 !contractor's signed certification is attached. APPLICATION DATE; 11/24/2413 jelow,amounts are in US dollars. on Contracts where variable retainage for line items may apply. PERIOD T0: 11/30/2013 ARCHITECT'S PROJECT NO: B C D E F G H WORK COMPLETED MATERIALS TOTAL FROM PRESENTLY COMPLETED BALANCE TO R CRIPTION OF WORK SCHEDULED PREVIOUS STORED AND STORED % FINISH (IF VALUE APPLICATION THIS PERIOD (NOT IN D OR TO DATE (G-C) (C -G) (13+E) E) (D+E+F) tg Material 559,100,00 559,100.00 0,00 0.00 559,100.00 100.00% 0.00 ion 5,400.00 5,400.00 0.00 0.00 5,400.00 100.00% 0.00 Bolts 6,380.00 6,380.00 0.00 0.00 6,380.00 100.00% 0.00 ition Design 12,500.00 12,500.00 0.00 0,00 12,500.00 100.00% 0.00 in 170,500.00 143,650.00 5,370.00 0.00 149,020.00 87.40% 21,480.00 •Remove Foundation -12,500.00 -12,500.00 0.00 0.00_ -12.500.00 100.00% 0.00 Remove Skylights -1,000.00 -1.000.00 0.00 0.00 -1,000.00 100.00% 0.00 Install Hoist Beam and 4,411.00 4,411.00 0.00 0,00 4,411.00 100.00% 0.00 Sheet Metal closures& for lambs for Equipment s Building. 1,472.00 1,472.00 0.00 0.00 1,472.00 100.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 l TOTAL 5746.263.00 $719,413.00 $5,370.00 $0.00 $724,783.00 97.12% $21,480.00_ 13,"-1992.Copyright 01983,1965.1986,1987.1970,1978,1983 and 1992 by The American Institute of Architects.All rights reserved.WARNING:This Ale Document Is protected by International Treaties.Unauthorized reproduction or distribution of this AlA6 Document,or any portion of it,may result in severe chill and criminal penalties,and will be prosecute nt possible under the law.This document was produced by AIA software at 14:58:08 on 12/0512013 under Order No.0085371925_1 which expires on 04/3012014,and is not for resale. (15005955, f~, I7, 1 l�') ri 1 + —I �.-t r) „....7.A. 5. ....%,_'{-- ro ® r r ,' ..1 C.. 1,.? .. .1Document G a21M - 1992 rn and Certificate for Payment Joseph J.Henderson&Sun.Inc. PROJECT: Iowa WWTP APPLICATION NO:008 PERIOD TO:December 31.2013 SUBCONTRACT FOR: PEMB Direct Steel, LLC VIA-ARCHITECT: Not Applicable SUBCONTRACT DATE:May 23.2012 TOR: PROJECT NOS: / / .ACTOR'S APPLICATION FOR PAYMENT The undersigned Gunn:actor Subcontractor certifies that to the best o Subcontractor's knowledge, information and belief the Work covered by t ode for payment.as shown below,in connection with the Subcontract. Payment has been completed in accordance with the tea;”-Suhcontrac( jet,AIA Document G703,is attached. amounts have been chid by the` a Subcontractor for Work for which t for Payment were issued and payments received from the Owner. Contract. $CONTRACT SUM „. $ 753,830.00 payment shown herein is now due. BY CHANGE ORDERS ... $ -6.767.00 SUBCONTRACTOR: UM TO DATE(Line 1±2) $ 747,113.00 By: Date: 'LETED & STORED TO DATE(Column 0 on 0703) $ 734,783.00 State of: County of: f Completed Work Subscribed and sworn to before )+Eon G703) $ 16.165.23 me this day of f Stored Material 'on 0703) $ 0.00 Notary Public: ge(Lines 5a+5b or Total in Column 1 of 0703) $ 16.165.23 My Commission expires: '_ NOT ED LESS RETAINAGE $ 718.617.77 APPLICABLE ss Line 5 Total) t,: ,: ,: ,,.e ,:.e e_ w_ . US CERTIFICATES FOR PAYMENT $ 708,837.77 ih :" _ ... : . . , . .. • , " . m prior Certificate) YMENT DUE $ 9.780.001 CERTIFIED. FINISH, INCLUDING RETAINAGE AMOUNT CERTIFIED ,$ s Line 6) $ 28.495.23 :.';• . IR SUMMARY ADDITIONS DEDUCTIONS ARGNITECT4 proved in previous months by Owner $ 5.883.00$ 13,500.00 By4 Date: tis Monti! $ 850.00$ 0.00 , TOTALS $ 6,733.00$ 13.500.00 •by Change Order $ 121"—1992.Copyright©1953.1963,1965,1971.1979,1083 and 1992 by The American Institute of Architects.All rights reserved.WARNING:This AIA"Document is protected by U.S. 1 International Treaties.Unauthorized reproduction or distribution of this AIA"Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecut nt possible under the law.This document was produced by AIA software at 16:38:36 an 02/04,2014 under Order No.0085371825_1 which expires on 04/3012014,and is not for resale. (19036460 r1a . rL, wws„u.i w�y( ) C-' Y i Ity�4 n-< N) r- �n _.4r- ^O in r.%) 570 ,ter' TA .1 C,) Document G703' - 1992 tion Sheet it 0702,APPLICATION AND CERTIFICATION FOR PAYMENT, APPLICATION NO:008 Dcontractor's signed certification is attached. below, amounts are in US dollars. APPLICATION DATE: 12/20/2014 on Contracts where variable retainage for line items may apply. PERIOD TO: 12/31/2013 ARCHITECT'S PROJECT NO: B C D E F G H WORK COMPLETED MATERIALS TOTAL FROM PRESENTLY COMPLETED BALANCE TO R •CRIPTION OF WORK SCHEDULED PREVIOUS STORED AND STORED % FINISH (Il VALUE APPLICATION THIS PERIOD (NOT IN D OR TO DATE (G-C) (C-G) (D+E) E) (D+E+F) rig Material 559,100.00 559,100.00 0.00 0.00 559,100.00 1.00.00% 0.00 :ion 5,400.00 5,400.00 0.00 0.00 5,400.00 100.00% 0.00 r Bolts 6,380.00 6,380.00 0.00 0.00 6,380.00 100.00% 0.00 ation Design 12,500.00 12,500.00 0.00 12,500.00 100.00% 0.00 m 170,500.00. 149,020.00 10,000.00 0.00 159,020.00 93.27% 11,480.00 -Remove Foundation t _ -12,500.00 -12,500.00 0.00 0.00 -12,500.00 100.00% 0.00 Remove Skylights 44 -1,000.00' -1,000.00 0.00 0.00 -1,000.00 100.00% 0.00 Install Hoist Beam and 4,411.00 4,411.00 0.00 0.00 4,411.00 100.00% 0.00 I Sheet Metal closures& for Jambs for Equipment e Building. 1,472.00 1,472.00 0.00_ 0.00 1,472.00 100.00% 0.00 Provide labor to move inels into position. 850.00 0.00 0.00 0.00 0.00 0.00% 850.00 )TOTAL $747,113.00 $724,783.00 $10,000.00 $0.00 $734,783.00 98.35% $12,330.00 113'"-1992.Copyright©1963,1965,1956,1967,1970,1978,1983 and 1992 by The American Inslitule of Architects.A/I rights reserved.WARNING:This AIA*Document is protected by f International Treaties.Unauthorized reproduction or distribution of this AIA°"Document.orany portion of it,may result In severe civil and criminal penalties,and will be prosecut nt possible under the law.This document was produced by AIA software at 16:37:42 on 02/04/2014 under Order No.0085371025_1 which expires on 04/30/2014,and is not for resale. (14676404 N c".) c---y i 1 IADocument G702' -- 1992 --<r- -ci 1 I _••:3: iV )n and Certificate for Payment `_- Joseph J.Henderson&Son.Inc. PROJECT: Iowa WWII' APPLICATION NO:009 PERIOD TO:January 31,2014 SUBCONTRACT FOR:PEMI3 Direct Steel,LLC VIA-ARCIATE-CT4 Not Applicably SUBCONTRACT DATE:May 23.2012 fOR: PROJECT NOS: / I ZACTOR'S APPLICATION FOR PAYMENT The undersigned Contractor Subcontractor certifies that to the best o Subcontractor's knowledge, information and belief the Work covered by t ads for payment,as shown below,in connection with the Subcontract. Payment has been completed in accordance with the Contreet--Subcontract 1 :et,AIA Document 0703.is attached. amounts lig e_been-paid-by-the ter-Subcont actor for Work for which f for Pasfifent—were-issued-and.-pa}ments-r ived from the Owner:-Contracts BCONTRACT SUM .. $ 753,880.00 payment s town herein is now due. BY CHANGE ORDERS $ -6,767.00 SUBCd • •C OR• 4 UM TO DATE(Line 1*2) ». ....... $ 747,113.00 13y: 1--•r''1--i.--------' Date: LETED & STORED TO DATE(Column G on 0703) .•. $ 743,965.00 State o1 --..I :E4:74•a County of: tv'`•C•• Y'ti � f Completed Work Subscribed and sworn to before OFF1CiAL St~AL t+Lon G703) S 16.367.23 me this -1 t ' day 43..11, f �' %'y'vsCa4`yc.:Z: �t LORI 1/SPINDLER f Stored Material `rn , . 1 �f�1 M1IOTARY PUBLIC STATE OF 'on G703) $ 0,00 Notary Public: =amu'v ,- �k MY COMMISSION EXPIRES'( ?.e(Lines 5a+5h or Total in Col Limn 1 of 0703) $ 16.367.23 My Commission expires: .J rte,I,(,i-:. _ _ . _ _ r. NOT ED LESS RETAINAGE .. $ 727,597.77 APPLICABLE ;s Line 5 Total) .. . US CERTIFICATES FOR PAYMENT $ 718,617.77 ..r -„i belie fthe qtr, • : • ,- .. _ .- - • . • m prior Certificate) t��ct D d the_C: ._ • • _- YMENT DUE $ 8.980.001 C13RTlf iL'D. FINISH, INCLUDING RETAINAGE AMOUNT CERTIFIED R $ s Line 6) $ 19.515,23 iRSUMMARY ADDITIONS DEDUCTIONS ARCHITECT: proved in previous months by Owner $ 6,733.00$ 13,500.00 13y Date! )is Month 5 0.00$ 0.00 TOTALS 5 6,733.013$ 13.500.0[ by Change Order $ -6.767.00 -• e •- - - -. . . i2*"—1992.Copyright®1953,1963.1965.1971,1978,1983 and 1992 by The American Institute of Architects.Al!rights reserved.WARNING:This MA' Document is protected by U.S. I International Treaties.Unauthorized reproduction or distribution of this AIA1'Document.or any portion of it,may result in severe civil and criminal penalties,and will he prosecut, nt possible under the law.This document was produced by AIA software 8115:07:43 on 02/07/2014 under Order No.0085371825 1 which expires on 04!3012014,end is not for resale. (91'15579: r n., A Document G703" - 1992 :.. Pion Sheet =i c.-, `_o t G702, APPLICATION AND CERTIFICATION FOR PAYMENT, APPLICATION:NO 009- !contractor's signed certification is attached. APPLICATIQ I DATE:01120/2014 ,elow,amounts are in US dollars. -_.) on Contracts where variable retainage for line items may apply, PERIOD TO:01/31/2014' _ ARCHITECT'S PROJECT NO: B C D E F G H WORK COMPLETED MATERIALS TOTAL FROM PRESENTLY COMPLETED BALANCE TO R CRIPTION OF WORK SCHEDULED PREVIOUS STORED AND STORED % FINISH (If VALUE APPLICATION THIS PERIOD (NOT IN 0 OR TO DATE (G_C) (C-G) (D+E) E) (D+E+F) kg Material 559,100.00 559,100,00 0,00 0.00 559,100.00 100.00% 0.00 ion 5,400.00 5,400.00 0,00 0.00 5,400.00 100.00% 0.00 -Bolts 6,380.00 6,380.00 0.00 0.00 6,380.00 100.00% 0.00 ttion Design 12,500.00 12,500.00 0.00 0.00 12,500,00 100.00% 0.00 n 170,500.00 159,020.00 8,332,00 0.00 167,352.00 98.15% 3,148.00 •Remove Foundation -12,500,00 -12,500.00 0.00 0.00 -12,500.00 100.00% 0.00 Remove Skylights -1,000.00 -1,000.00 0.00 0.00 -1,000.00 100.00% 0.00 Install Hoist Beam and 4,411.00 4,411.00 0.00 0.00 4,411.00 100.00% 0.00 Sheet Metal closures& or Jambs for Equipment Building. 1,472.00 1,472,00 0.00 0.00 1,472.00 100.00% 0.00 Provide labor to move nels into position. 850.00 0.00 850.00. 0.00 850.00 100.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00 'TOTAL $747,113.00 $734,783.00 $9,182,00 $0.00 $743,965.00 99.58% $3,148.00 1.3,.-1992.Copyrighl©1963.1965,1966,1967,1970,1978,1983 and 1992 by The American Institute of Architects.All rights reserved.WARNING:This AlA°Document is protected by International Treaties.Unauthorized reproduction or distribution of this AlAe Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecute -it possible under the law.This document was produced by AIA software at 15:04:28 on 0 2/0 712 01 4 under Order No.0085371825_1 which expires on 04/30/2014.and is not for resale. (17476752( SAIA 11.5, ...: A Document G702TM - 1992 Application and Certificate for Payment TO OW Joseph J. Henderson&Son,Inc. PROJECT: Iowa WWTP APPLICATION NO;010 Distribution to: CONTRACTOR: PERIOD TO: February 28,2014 OWNER:X SUBCONTRACT FOR: PEMB ARCHITECT: FROM Direct Steel,LLC VIA-AR 44ITECT4. Not Applicable SUBCONTRACT DATE:May 23,2012 CONTRACTOR:X SUBCONTRACTOR: PROJECT NOS: / / FIELD: Subcontractor.X SUBCONTRACTOR'S APPLICATION FOR PAYMENT The undersigned Contractor Subcontractor certifies that in the best of the Contrecterla Subcontractor's knowledge, information and belief the Work covered by this Application for Application is made for payment,as shown below,in connection with the Subcontract. Payment has been completed in accordance with the Gen: -Subcontract Documents, that all Continuation Sheet,AEA Document G703,is attached. amounts have been paid by the C-cxturaetet'-Subcontractor for Work for which previous Certificates for Payment were issued and payments received from the Owner, Contractor, and that current 1. ORIGINAL SUBCONTRACT SUM... . W... $ 753,880.00 payment show • . is now e . 2. NET CHANGE BY CHANGE ORDERS .« $ -6.767.00 SUBCOOY -f.►� __ - .i rti f I 3. CONTRACT SUM TO DATE(Linc I 2)_ $ 747,113.00 By: Date: __ C M1. TOTAL COMPLETED & STORED TO DATE(Column G on G703) $ 747,113.00 State of: 4.l , . . . . . . 5. RETAINAGE: County of: 4nrNK.-k-k - OFFICIAL SEAL a. 2.2 %of Completed Work Subscribed tuni sworn to be �n 't LORI V SPINDLER \ (Column D+Eon 0703) $ 16,436.49 me this (' k day of t-eiY V'O'l \`•4 NOTARY PUBLIC-STATE OF ILLINOIS b. 0 %of Stored Material ` MY COMMISSION EXF'IRES:03N311fi (Column F on G703) $ 0.00 Notary Public: V Total Retainage(Lines 5a t-5b or Total in Column 1 of G703) S 16,436.49 My Commission expires: "'D . (Q ARCHITECTS CERTIFICATE FOR PAYMENT NOT 6. TOTAL EARNED LESS RETAINAGE_ $ 730,676.51 APPLICABLE :: ::. • • - . 9:.. - - e ebae (Line 4 Less Line 5 Total) _ - - •- _ • , e - -•. -the best of the Architect's knowledge, 7. LESS PREVIOUS CERTIFICATES FOR PAYMENT ......., 3 727,597.77 _ •- •-; ; - , (Line 6 from prior Certificate) w.itr the Contract D um ate-nnd--the Contractor is entitled to payment—ef—the-A. MOUNT B. CURRENT PAYMENT DUE _. ' $ 3,078.74 CERTiTiED. 9. BALANCE TO FINISH, INCLUDING RETAINAGE AMOUNT-G *1ED - ,,s,., m . $ (Line 3 Less Line 6) 3 16,436.49 -- .4 - 1+ecaNsrw-e 44 F inti•. •=, - .• •- - - • - •.-wig CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS ARCM Total changes approved in previous months by Owner S 6,733.00$ 13,500.01) P. (' :7 I 1 d 6Z 130 Ii.Date Total approved this Month S 0.00$ 0.00 .�{i-Cis' -ie-o negotiel -The AMOUNT CERTIFIED is payable . TOTALS $ 6,733,00$ 13,500.00 NET CHANGES by Change Order rs -6,767.00 tw under this Contract . AlA Document 07021"—1992 Copyright®1953.1963,1965,1971,1978,1983 and 1992 by The American Institute of Architects.All rights reserved.WARNING:This AIA' Document in protected by U.S. Copyright Law and interratlonai Treaties.Unauthorized reproduction or chsrribiitioir of this AtA- Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to .) the niaximum Plc(^nt possible under the law.Thi,document wes produced by AIA software at 15:51:42 on 02/10/2014 under Order No.0085371825_1 which expires on 04!3012014,and is riot for resale. User Notes: (1602071393) • 'wAI.A. Document G703 - 1992 Continuation Sheet AIA Document G702,APPLICATION AND CERTIFICATION FOR PAYMENT, APPLICATION NO:010 containing Subcontractor's signed certification is attached. APPLICATION DATE:02/18/2014 In tabulations below,amounts are in US dollars. Use Column I on Contracts where variable retainage for line items may apply. PERIOD TO:02/28/2014 ARCHITECT'S PROJECT NO: A B C D E F G H I WORK COMPLETED MATERIALS TOTAL ITEM SCHEDULED PROM PRESENTLY COMPLETED BALANCE TO RETAINAGE NO. DESCRIPTION OF WORK VALUE PREVIOUS THIS PERIOD STORED AND STORED (G_C) FINISH (IF VARIABLE APPLICATION (NOT 1N D OR TO DATE (C-G) RATE) (D+E) E) (D+E+F) 1 Building Material 559,100.00 559,100,00 0.00 0.00 559,100.00 100.00-% 0.00 0.00 2 Insulation 5,400.00 5,400.00 0.00 0.00 5,400.00 100.00% 0.00 0.00 3 Anchor Bolts 6,380.00 6,380,00 0.00 0.00 6,380.00 100.00% 0.00 0.00 4 Foundation Desigzi 12,500.00 12,500.00 0.00 0.00 12,500.00 100.00% 0.00 0.00 5 Erection 170,500.00 167,352.00 3,148.00 0.00 170,500.00 100.00% 0.00 0.00 CO#1 -Remove Foundation 6 Design -12,500.00 -12,500.00 0.00 0.00 -12,500.00 100.00% 0.00 0.00 7 CO#2 Remove Skylights -1,000.00 -1,000.00 0,00 0.00 -1,000.00 100.00% 0.00 0.00 CO#3 Install Hoist Beam and 8 Crane 4,411.00 4,411.00 0.00 0.00, 4,411.00 100.00% 0.00 0.00 CO #4 Sheet Metal closures& OH Door Jambs for Equipment 9 Storage Building. 1,472.00 1,472.00 0.00 0.00 1,472.00 100.00% 0.00 0,00 CO#5 Provide labor to move 10 roof panels into position. 850.00 850.00 0.00 0.00 850.00 100.00% 0.00 0.00 GRAND TOTAL $747,113.00 $743,965.00 $3,148.00_ $0.00 $747,113.00 100.00% $0.00 $0.00 . UI `ALIO VAC! ''!:Ill A.1.13 ZC :Z ted 6Z 13O'i O 11I d AIA Document 0703"-1992.Copyright n 1963.1965,1966,1967,1970,1978,1983 and 1992 by The American Institute of Architects.All rights reserved.WARNING:This Ale Document is protected by U:5. Copyright law and International 1 reaties.Unauthorized reproduction or distribution of this Ale Document,or any portion of It,may result In severe civil end criminal penalties,and will be prosecuted to 1 the maximum extent possible under the law.This document was produced by AIA software at 15:48:00 on 02/19/2014 under Order No.0085371626_1 which expires on 04t30/2014.and Is not for resale. User Notes: (1463179572) 1307 50th Street West Des Moines,IA 50266 City of Iowa City 4366 Napoleon Street Southeast Iowa City, IA 52440 `V POD OCI742914 IN THE IOWA DISTRICT COURT FOR JOHNSON COUNTY 291B STREET FINANCIAL ASSET OPPORTUNITIES FUND II, LP, assignee of BANKERS TRUST COMPANY, EQUITY No. Plaintiff, v. ORIGINAL NOTICE DOLPHIN INTERNATIONAL, LLC, DOLPHIN RESIDENTIAL COOPERATIVE, INC.,RBJ MANAGEMENT, INC., SUDHIRKUMAR GIRISHBHAI BHATT, VARSHA SUDHIR BHATT,VIJAY J. cr-‹ =73 BHATT,REKHABEN V. BHATT, LEI YAO, 4 m -v ROB WITT,AURORA WITT, STEPHANIE 77-,7=1 ROSENAU,EDWARD SOBOLEWSKI, �r • CLIFFORD WILLIAM EDDY, CITY OF " IOWA CITY,KNAPP/WARDEN,LLC,AND PK CONSTRUCTION, INC. d/b/a PK CONSTRUCTION, Defendants. TO THE ABOVE-NAMED DEFENDANTS: You are notified that a Petition was filed on September 9,2014,in the office of the Clerk of this Court naming you as a Defendant in this action. A copy of the Petition(and any documents filed with it) is attached to this notice. The attorneys for the Plaintiff are Kevin H.Collins and Kristina M. Stanger whose address is Nyemaster Goode, P.C.,625 1st Street SE, Ste.400,Cedar Rapids,IA 52401. The attorneys' phone number is 319-286-7000;facsimile number 319-286-7050. You must serve a motion or answer within 20 days after service of this original notice upon you and,within a reasonable time thereafter,file your motion or answer with the Clerk of Court for Johnson County,at the county courthouse in Iowa City, Iowa. If you do not,judgment by default may be rendered against you for the relief demanded in the petition. If you need assistance to participate in court due to a disability,call the disability coordinator at 319-398-3920 Ext. 1105. Persons who are hearing or speech impaired may call Relay Iowa TTY(1-800- 735-2942). Disability coordinators cannot provide legal advice. (SEAL) CLERK OF COURT Johnson County Courthouse Iowa City,IA 52244 YOU ARE ADVISED TO SEEK LEGAL ADVICE AT ONCE TO PROTECT YOUR INTERESTS. O -11 .n o :<F —a Fri .- c..) = - c-n EXHIBITS Exhibit A Note 1 Exhibit N Modification Mortgage-1 9/28/2011 Exhibit B Note 2 Exhibit 0 Modification Mortgage-4 9/28/2011 Exhibit C Change in Terms 8/27/2013 Exhibit P Assignment-1 Exhibit D Change in Terms 1/7/2014 Exhibit Q Assignment-2 Exhibit E Note 3 Exhibit R Assignment-3 Exhibit F Change in Terms 6/19/2013 Exhibit S Security Agreement-1 Exhibit G Change in Terms 1/7/2014 Exhibit T Security Agreement-2 Exhibit H Business Loan Agreement Exhibit U Security Agreement-3 Exhibit I Notice of Final Agreement Exhibit V Guaranty-1 Exhibit J Mortgage-1 Exhibit W Guaranty-2 Exhibit K Mortgage-2 Exhibit X Guaranty-3 Exhibit L Mortgage-3 Construction Exhibit Y Guaranty-4 Exhibit M Mortgage-4 Exhibit Z Alonge/Assignment --- --t c-z --i r— `terr r--a m -v co 0 LIi 2 STATE OF IOWA JUDICIARY Case No. EQCV076717 County Johnson Case Title 29TH STREET V. DOLPHIN INTERNATIONAL LLC, ET AL THIS CASE HAS BEEN FILED IN A COUNTY THAT USES ELECTRONIC FILING. Therefore,unless the attached Petition and Original Notice contains a hearing date for your appearance,or unless you obtain an exemption from the court,you must file your Appearance and Answer electronically. You must register through the Iowa Judicial Branch website at htto://www.iowacourts.state.ia.us/Efile and obtain a log in and password for the purposes of filing and viewing documents on your case and of receiving service and notices from the court. FOR GENERAL RULES AND INFORMATION ON ELECTRONIC FILING,REFER TO THE IOWA COURT RULES CHAPTER 16 PERTAINING TO THE USE OF THE ELECTRONIC DOCUMENT MANAGEMENT SYSTEM: http://www.iowacourts.state.ia.us/Efile FOR COURT RULES ON PROTECTION OF PERSONAL PRIVACY IN COURT FILINGS,REFER TO DIVISION VI OF IOWA COURT RULES CHAPTER 16:http://www.iowacourts.state.ia.us/Efile Scheduled Hearing: If you require the assistance of auxiliary aids or services to participate in court because of a disability,immediately call your district ADA coordinator at(319)398-3920 . (If you are hearing impaired,call Relay Iowa TTY at 1-800-735-2942.) Date Issued 09/10/2014 08:32:58 AM 4 ' �d r, iwk ,, ('4'',02k.,:. 6,,, riiit01 . - . 1 c„, _ a -t o 1:Z.",41,- ,' f. C"-‹ — =-..m 4 ,t t ' District Clerk of Johnson County /s/Wendy Lonngren > ` E-FILED 2014 SEP 09 3:46 PM JOHNSON -CLERK OF DISTRICT COURT IN THE IOWA DISTRICT COURT FOR JOHNSON COUNTY 29TH STREET FINANCIAL ASSET OPPORTUNITIES FUND II,LP,assignee of BANKERS TRUST COMPANY, EQUITY No. Plaintiff, v. PETITION FOR FORECLOSURE OF MORTGAGE WITHOUT DOLPHIN INTERNATIONAL, LLC, REDEMPTION(WITH DOLPHIN RESIDENTIAL COOPERATIVE, DEFICIENCY),FORECLOSURE OF INC.,RBJ MANAGEMENT,INC., SECURITY INTEREST AND SUIT SUDHIRKUMAR GIRISHBHAI BHATT, ON GUARANTIES VARSHA SUDHIR BHATT,VIJAY J. BHATT,REKHABEN V. BHATT,LEI YAO, ROB WITT,AURORA WITT, STEPHANIE ROSENAU,EDWARD SOBOLEWSKI, CLIFFORD WILLIAM EDDY,CITY OF IOWA CITY,KNAPP/WARDEN, LLC,AND PK CONSTRUCTION,INC. d/b/a PK CONSTRUCTION, 65 '71 Defendants. r- , 1-'4: ca NOTICE CFI THE PLAINTIFF HAS ELECTED FORECLOSURE WITHOUT REDEMPTION. THIS MEANS THAT THE SALE OF THE MORTGAGED PROPERTY WILL OCCUR PROMPTLY AFTER ENTRY OF JUDGMENT UNLESS YOU FILE WITH THE COURT A WRITTEN DEMAND TO DELAY THE SALE. IF YOU FILE A WRITTEN DEMAND, THE SALE WILL BE DELAYED UNTIL TWELVE MONTHS (OR SIX MONTHS IF THE PETITION INCLUDES A WAIVER OF DEFICIENCY JUDGMENT) FROM ENTRY OF JUDGMENT IF THE MORTGAGED PROPERTY IS YOUR RESIDENCE AND IS A ONE-FAMILY OR TWO-FAMILY DWELLING OR UNTIL TWO MONTHS FROM ENTRY OF JUDGMENT IF THE MORTGAGED PROPERTY IS NOT YOUR RESIDENCE OR IS YOUR RESIDENCE BUT NOT A ONE-FANIILY OR TWO-FAMILY DWELLING. YOU WILL HAVE NO RIGHT OF REDEMPTION AFTER THE SALE. THE PURCHASER AT THE SALE WILL BE ENTITLED TO IMMEDIATE POSSESSION OF THE MORTGAGED PROPERTY. YOU MAY PURCHASE AT THE SALE. E-FILED 2014 SEP 09 3:46 PM JOHNSON -CLERK OF DISTRICT COURT IF YOU DO NOT FILE A WRITTEN DEMAND TO DELAY THE SALE AND IF THE MORTGAGED PROPERTY IS YOUR RESIDENCE AND IS A ONE-FAMILY OR TWO-FAMILY DWELLING, THEN A DEFICIENCY JUDGMENT WILL NOT BE ENTERED AGAINST YOU. IF YOU DO FILE A WRITTEN DEMAND TO DELAY TELE SALE, THEN A DEFICIENCY JUDGMENT MAY BE ENTERED AGAINST YOU IF THE PROCEEDS FROM THE SALE OF THE MORTGAGED PROPERTY ARE INSUFFICIENT TO SATISFY THE AMOUNT OF THE MORTGAGE DEBT AND COSTS. IF THE MORTGAGED PROPERTY IS NOT YOUR RESIDENCE OR IS NOT A ONE-FAMILY OR TWO-FAMILY DWELLING, THEN A DEFICIENCY JUDGMENT MAY BE ENTERED AGAINST YOU WHETHER OR NOT YOU FILE A WRITTEN DEMAND TO DELAY THE SALE. COMES NOW the Plaintiff, 201 Street Financial Asset Opportunities Fund II, LP, assignee of Bankers Trust Company ("Lender"), by and through the undersigned attorneys, and for its causes of action against the above-named Defendants and in support of this Petition for Foreclosure of Mortgage without Redemption(with Deficiency),Foreclosure of Security Interest and Suit on Guaranties states to the Court the following: PARTIES,JURISDICTION&VENUE -1> 1. Lender is a limited partnership with a principal place of businessur, ses pri this action in the State of California. z r 3 c' 2. The real property which is the subject of this action is not a residence,homestead or used for agricultural purposes. 3. Defendant Dolphin International, LLC ("Dolphin International") is an Iowa limited liability company doing business in Johnson County, Iowa. 4. Defendant Dolphin Residential Cooperative, Inc. ("Dolphin Residential") is an Iowa corporation doing business in Johnson County Iowa. 2 E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT 5. Defendant RBJ Management, Inc. is a foreign corporation operating in Johnson County, Iowa. 6. Defendant Sudhirkumar Girishbhai Bhatt, on information and belief, is an individual residing in Villia#A2,AL AMIRI VILLA STREET#4 DEIRA DUBAI,UAE 7. Defendant Varsha Sudhir Bhatt, on information and belief, is an individual residing in Villia#A2,AL AMIRI VILLA STREET#4 DEIRA DUBAI,UAE 8. Defendant Vijay J. Bhatt, on information and belief, is an individual residing in Palatine, IL. 9. Defendant Rekhaben V. Bhatt, on information and belief, is an individual residing in Palatine,Il. 10. Defendant Lei Yao, on information and belief, is an individual residing in Johnson County, Iowa. 11. Defendant Rob Witt, on information and belief, is an individual residing in Johnson County, Iowa. 12. Defendant Ayrora Witt, on information and belief, is an individual residing in Johnson County, Iowa. 13. Defendant Ava Runyan, on information and belief, is an individual residing in Johnson County, Iowa. 14. Defendant Stephanie Rosenau, on information and belief,is an individual residing c.� in Johnson County, Iowa. 15. Defendant Edward Sobolewski, on information and belief, i2aic —4 CI —� residing in Johnson County, Iowa. 3 cn E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT 16. Defendant Clifford William Eddy, on information and belief, is an individual residing in Johnson County,Iowa. 17. Defendant City of Iowa City is a municipality located in Johnson County,Iowa. 18. Defendant Knapp/Warden, LLC is an Iowa limited liability company with principal place of business in Linn County,Iowa. 19. Defendant PK Construction, Inc. d/b/a PK Construction is an Iowa limited liability company with principal place of business in Linn County, Iowa. 20. The acts and omissions giving rise to this lawsuit occurred, and the real estate involved in this lawsuit is situated,in Johnson County, Iowa. 21. The amount in controversy is in excess of Five Thousand Dollars($5,000.00). BACKGROUND FACTS 22. This is an action for foreclosure of four mortgages, security interest and_snit on four guaranties which secured three promissory notes between Dolphin Intc iatiorial as-- c)-< Borrower and Lender as assignee from Bankers Trust Company. -'- .0 ^' - l7 23. On or about December 10, 2012 Dolphin International, as `Borrow.er?':exted '"` r' GIl and delivered to Bankers Trust Company a Promissory Note dated December 10, 2012 ("Note 1") in the principal amount of Four Million Eight Hundred Fifty Thousand and No/100 Dollars ($4,850,000.00), with interest thereon. A true and accurate copy of Note 1 (Loan No. 6001358- 9002)is attached hereto as Exhibit A and is incorporated herein by reference. 24. On or about December 10, 2012 Dolphin International executed and delivered to Bankers Trust Company a Promissory Note dated December 10, 2012 ("Note 2" - as subsequently amended) in the principal amount of Three Million Nine Hundred Sixty Seven 4 E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT Thousand Nineteen and 76/100 Dollars ($3,967,019.76), with interest thereon. A true and accurate copy of Note 2 (Loan No. 6001358-9003) is attached hereto as Exhibit B and is incorporated herein by reference. 25. Note 2 was subsequently amended by a Change in Terms Agreement dated August 27, 2013 and a Change in Terms Agreement, dated January 7, 2014, which adjusted the interest rate and repayment schedules. A true and accurate copy of the August 27, 2013 Change in Terms Agreement is attached hereto as Exhibit C and is incorporated herein by reference. A true and accurate copy of the January 7, 2014 Change in Terms Agreement is attached hereto as Exhibit D and is incorporated herein by reference. 26. On or about December 10, 2012 Dolphin International executed and delivered to Bankers Trust Company a Promissory Note dated December 10, 2012 ("Notes' - as subsequently amended) in the principal amount of One Hundred Thousand and:ziafi 00ollars ($100,000.00), with interest thereon. A true and accurate copy of Note 3 (Loam. 6.135c— 0201)is attached hereto as Exhibit E and is incorporated herein by reference. 5.771 co CD 27. Note 3 was amended by a Change in Terms Agreement dated June-19,2013 and a Change in Terms Agreement, dated January 7, 2014, which adjusted the maturity date and repayment schedules. A copy of the June 19, 2013 Change in Terms Agreement is attached hereto as Exhibit F and is incorporated herein by reference. A copy of the January 7, 2014 Change in Terms Agreement is attached hereto as Exhibit G and is incorporated herein by reference. 28. On or about December 10, 2012 Bankers Trust Company made a loan to Dolphin International pursuant to a Business Loan Agreement (the "Business Loan Agreement"). A true 5 E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT and accurate copy of the Business Loan Agreement is attached hereto as Exhibit H and is incorporated herein by reference. 29. On or about December 10, 2012 Bankers Trust Company made a loan to Dolphin International pursuant to a Notice of Final Agreement(the"Notice of Final Agreement"). A true and accurate copy of the Notice of Final Agreement is attached hereto as Exhibit I and is incorporated herein by reference. 30. Note 1, Note 2 and Note 3 (collectively herein "Notes") are each subject to the terms and conditions of the Business Loan Agreement and a Notice of Final Agreement See Exhibits H and I. '7) 31. The Notes are secured by the following: –�te'-- - r- [T'i a. Mortgage dated January 23, 2008, executed by Dolphin International;:li rancor, ir> favor of Bankers Trust Company, securing credit in the original principal am`onnt of $7,300,000 recorded in the Johnson County, Iowa records in Book 4257, at Pages 780-790 ("Mortgage-1"). A true and accurate copy of Mortgage-1 is attached hereto as Exhibit J and incorporated herein by reference. b. Mortgage dated June 6, 2008, executed by Dolphin International, as grantor, in favor of Bankers Trust Company, securing credit in the original principal amount of $250,000,recorded in the Johnson County, Iowa records in Book 4309, at Pages 412- 422 ("Mortgage-2"). A true and accurate copy of Mortgage-2 is attached hereto as Exhibit K and incorporated herein by reference. c. Construction Mortgage dated September 4, 2008, executed by Dolphin International, as grantor, in favor of Bankers Trust Company, securing credit in the original 6 E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT principal amount of $1,480,000, recorded in the Johnson County, Iowa records in Book 4348, Pages 462-473 ("Mortgage-3"). A true and accurate copy of Mortgage-3 is attached hereto as Exhibit L and incorporated herein by reference. d. Mortgage dated February 6, 2009, Dolphin International, as grantor, in favor of Bankers Trust Company, securing credit in the original principal amount of $3,944,000, recorded in the Johnson County, Iowa records in Book 4392, Pages 337- 348 ("Mortgage-4"). A true and accurate copy of Mortgage-4 is attached hereto as Exhibit M and incorporated herein by reference. e. Modification of Mortgage dated September 28, 2011 executed by Dolphin t�J f7 International in favor of Bankers Trust Company, recorded in the Johnson eountym Li Iowa records in Book 4810, Pages 794-796,modifying Mortgage-1 ab to iRcreasr-- -74the amount of credit secured to $9,120,923.87 above. A true and apcuratepy 111 attached hereto as Exhibit N and incorporated herein by reference. �r f. Modification of Mortgage dated September 28, 2011 executed by Dolphin International in favor of Bankers Trust Company, recorded in the Johnson County, Iowa records in Book 4810, Pages 796-799, modifying the Mortgage -4 above. A true and accurate copy is attached hereto as Exhibit 0 and incorporated herein by reference. Mortgage-1, Mortgage-2, Mortgage-3 and Mortgage-4, as subsequently modified, are collectively referred to herein as"Mortgages." g. Assignment of Rents dated January 23, 2008 executed by Dolphin International as grantor in favor of Bankers Trust Company, recorded in Johnson County, Iowa records in Book 4257, Pages 791-797 ("Rent Assignment-1"). A true and accurate 7 E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT copy of Rent Assignment-1 is attached hereto as Exhibit P and incorporated herein by reference. h. Assignment of Rents dated June 6,2008 executed by Dolphin International as grantor in favor of Bankers Trust Company, recorded in Johnson County, Iowa records in Book 4309,Pages 423-429("Rent Assignment-2"). A true and accurate copy of Rent Assignment-2 is attached hereto as Exhibit 0 and incorporated herein by reference. i. Assignment of Rents dated September 4, 2008 executed by Dolphin International as grantor in favor of Bankers Trust Company, recorded in Johnson County, Iowa records in Book 4348, Pages 474-480 ("Rent Assignment-3"). A true and accurate copy of Rent Assignment-3 is attached hereto as Exhibit R and incorporated herein by reference. Rent Assginment-1, Rent Assginment-2 and Rent Assginment are collectively referred to herein as "Rent Assignments." `a--' --m- -�; — - -� J j. Commercial Security Agreement securing a loan in the original amountof$1,48),000 r 75_ .;:_ (subsequently refinanced into one (1) of the three (3) Notes above) from DbMIhin Cn International, as grantor, in favor of Bankers Trust Company dated September 4, 2008 ("Security Agreement-I"), under the terms of which Dolphin International granted Bankers Trust Company a lien upon various items of personal property ("Collateral") as defined in Security Agreement-1, including, but not limited to, all accessions, attachments, accessories, tools, products, accounts, intangibles, instruments, rents, moneys, proceeds, records and data. A true and accurate copy of Security Agreement-1 is attached hereto as Exhibit S and incorporated herein by reference. 8 E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT dors. k. Commercial Security Agreement securing a loan in the original amousrbof 7,0,00 (subsequently refinanced into one (1) of the three (3) Notes above $olphiI ry/. International, as grantor, in favor of Bankers Trust Company dated Jainary 234+.2008 ("Security Agreement-2"), under the terms of which Dolphin International granted Bankers Trust Company a lien upon various items of personal property (also collectively referred to herein as "Collateral") as defined in Security Agreement-2, including,but not limited to, all accessions, attachments, accessories, tools,products, accounts, intangibles, instruments, rents, moneys, proceeds, records and data. A true and accurate copy is attached hereto as Exhibit T and incorporated herein by reference. 1. Commercial Security Agreement securing a loan in the original amount of$4,850,000 (subsequently refinanced into one (1) of the three (3) Notes above) from Dolphin International, as grantor, in favor of Bankers Trust Company dated December 10, 2012 ("Security Agreement-3"), under the terms of which Dolphin International granted Bankers Trust Company a lien upon various items of personal property(also collectively referred to herein as "Collateral") as defined in Security Agreement-3, including,but not limited to, all accessions, attachments, accessories, tools, products, accounts, intangibles, instruments, rents, moneys, proceeds, records and data. A true and accurate copy is attached hereto as Exhibit U and incorporated herein by reference. r, -n �.' 32. Lender perfected its lien upon the Collateral under Securi gre`ement- c-) II Security Agreement-2 and Security Agreement-3 by filing Financing Stateme -#E8ii9066 7-11 9 w cn E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT E936997-6, and E12075628-1 with the Iowa Secretary of State on January 22, 20(l$t pt nber 8, 2008 and December 10, 2012 respectively ("Financing Statements"). The '•applile continuation statements were also filed as #E12078908-4 on December 26, 2012 and #E3058503-6 on August 20,2013. 33. The property secured by the Mortgages is located in Johnson County, Iowa locally known as and 2401 Highway 6 East,Iowa City, IA 52240 and legally described as: SECTION 24,ALL IN TOWNSHIP 79 NORTH. RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY,JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23, TOWNSHIP 79 NORTH,RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY,JOHNSON COUNTY, IOWA,THENCE S89°37'07"W, 1318.71 FEET;THENCE N00°02'09"E,2649.23 FEET;THENCE N88°59'27"E, 519.72 FEET;THENCE S00°01'10"E,21.04 FEET;THENCE S51°18'30"E, 182.73 FEET;THENCE S38°40'30"W, 125.00 FEET;THENCE S51 °18'40"E,300.14 FEET;THENCE N38°39'20"E, 125.00 FEET;THENCE S51°15'00"E, 195.00 FEET;THENCE N38°35'50"E, 320.00 FEET;THENCE N51 °17'38"W, 194.96 FEET; THENCE N38°42'53"E, 194.53 FEET TO THE PONT OF BEGINNING; THENCE N38°43'46"E, 550.11 FEET;THENCE N06°46'05"W, 84.92 FEET;THENCE N38°28'45"E, 150.02 FEET;THENCE S51 022'51 "E, 1044.09 FEET; THENCE S38°35'58"W,682.93 FEET;THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY,WHOSE 144.92 FOOT CHORD BEARS S64°18'50"W; THENCE N89°58'18"W,41.71 FEET;THENCE N00°04'51"E, 101.71 FEET;THENCE N51°21'59"W, 825.76 FEET TO SAID POINT OF BEGINNING,CONTAINING 17.54 ACRES. ("Real Estate"). 34. In order to further secure payment of the Notes, Vijay J. Bhatt made, executed and delivered a Commercial Guaranty dated December 10, 2012 in favor of Bankers Trust Company ("Guaranty-1") pursuant to which he absolutely, unconditionally and without limit 10 E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT guaranteed payment of all present and future liabilities, obligations and debts owing byolphin International to Bankers Trust Company and agreed to pay all of Bankers Trust Canipi n costs-- 4 and expenses, including its attorneys' fees and legal expenses, incurred in conne, n with they";1 enforcement of Guaranty-1. A true and accurate copy of Guaranty-1 is attac) "iercito as Exhibit V and is incorporated herein by reference. J ~' 35. In order to further secure payment of the Notes, Rekhaben V. Bhatt made, executed and delivered a Commercial Guaranty dated December 10, 2012 in favor of Bankers Trust Company ("Guaranty-2") pursuant to which he absolutely, unconditionally and without limit guaranteed payment of all present and future liabilities, obligations and debts owing by Dolphin International to Bankers Trust Company and agreed to pay all of Bankers Trust Company's costs and expenses, including its attorneys' fees and legal expenses, incurred in connection with the enforcement of Guaranty-2. A true and accurate copy of Guaranty-2 is attached hereto as Exhibit W and is incorporated herein by reference. 36. In order to further secure payment of the Notes, Sudhirkumar Girishbhal Bhatt made, executed and delivered a Commercial Guaranty dated December 10, 2012 in favor of Bankers Trust Company ("Guaranty-3") pursuant to which she absolutely, unconditionally and without limit guaranteed payment of all present and future liabilities, obligations and debts owing by Dolphin International to Bankers Trust Company and agreed to pay all of Bankers Trust Company's costs and expenses,including its attorneys' fees and legal expenses,incurred in connection with the enforcement of Guaranty-3. A true and accurate copy of Guaranty-3 is attached hereto as Exhibit X and is incorporated herein by reference. 11 E-FILED 2014 SEP 09 3:46 PM JOHNSON -CLERK OF DISTRICT COURT d s t.� 37. In order to further secure payment of the Notes, Varsha Sudhi, hatt-mads`" executed and delivered a Commercial Guaranty dated December 10, 2012 in fayb9f$anker02 0a Trust Company ("Guaranty-4") pursuant to which she absolutely, unconditionaland vj4hout ca limit guaranteed payment of all present and future liabilities, obligations and debts owing by Dolphin International to Bankers Trust Company and agreed to pay all of Bankers Trust Company's costs and expenses, including its attorneys' fees and legal expenses, incurred in connection with the enforcement of Guaranty-4. A true and accurate copy of Guaranty-4 is attached hereto as Exhibit Y and is incorporated herein by reference. Defendants Vijay J. Bhatt, Rekhaben V. Bhatt, Sudhirkumar Girishbhal Bhatt and Varsha Sudhir Bhatt are collectively referred to herein as"Guarantors." 38. On February 28, 2014, Bankers Trust Company assigned, transferred and conveyed its right, title and interest in, to and under the Mortgages, Rent Assignments, Note 1, Note 2, Note 3, Security Agreement-1, Security Agreement-2, Financing Statements, Collateral, Business Loan Agreement, Notice of Final Agreement and Guaranties ("Loan Documents") to 29th Street Financial Asset Opportunities Fund II, LP. A true and accurate copy of the alonges and assignment documents are attached hereto as Exhibit Z and incorporated herein by reference. 39. The Notes and Security Agreements are in default because of the failure of Dolphin International and Guarantors to make payments required under the Loan Documents when due. 40. Lender has demanded payment of the delinquent payments and payment of the accelerated balance due under the Loan Documents, but Dolphin International has failed or refused to make payment as demanded by Lender. 12 E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT r7 F . I""t - Zr �I r- 41. The Mortgages grant the Lender the right to have a receiver appointee vent rn of default by Dolphin International to take possession of the Real Estate and the Colal, with T w the power to protect and preserve the Real Estate,to operate the Real Estate the Collateral andlo collect Rents from the Real Estate and the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness (as defined in the Mortgages). The Mortgages also provide that the receiver may serve without bond if permitted by law. 42. The Loan Documents provide that Dolphin International and/or the Guarantors are obligated to pay costs and expenses Lender incurs for the protection of its interests or the enforcement of its rights, including without limitation, Lenders attorneys' fees and legal expenses, court costs, collection services, costs of records searches, obtaining title reports and title insurance, and amounts Lender incurs or pays to discharge obligations of Dolphin International that it fails to perform. 43. Lender has incurred and will in the future incur charges for creating or continuing the abstract of title or obtaining a title report or title insurance for the Real Estate for purposes of foreclosing the Mortgages and under the terms of the Mortgages said sum is considered as part of the indebtedness secured by the Mortgages. 44. Dolphin International and Guarantors may claim some right, title and interest in and to the Real Estate and Collateral, but any such right, title and interest of Dolphin International and each Guarantor is junior and inferior to the right,title and interest of Lender. 45. There is now due and owing from Dolphin International to Lender under the Loan Documents a principal balance of$8,679,948.23 as of September 8, 2014, ("Principal Amount"), together with interest on the outstanding Principal Amount from September 8,2014 until the date 13 E-FILED 2014 SEP 09 3:46 PM JOHNSON -CLERK OF DISTRICT COURT of the Judgment granted herein at the variable rate of interest provided in the Loan Donents thereafter at a fixed rate of interestequal to the rate of interest in effect untietheDLoan .,- Documents on the date of the Judgment granted herein, plus miscellaneous cos , urr6osts, receivership expenses, abstracting and title insurance costs and Lender's attorney's f s, togsther with interest on these items from the date of the Judgment granted herein at a fixed rill of interest equal to the rate of interest in effect under the Loan Documents on the date of the Judgment granted herein. 46. There is now due, owing and unpaid on the Notes as of September 8, 2014, the following sums: Note-1 Unpaid principal $4,612,928.47 Accrued interest to September 8,2014(plus$505.53 per diem from and after September 8,2014 until paid in full) 0.00 Net Amount Required to Pay Loan in Full*: $4,612,928.47 *(Plus continuing interest,fees and costs) Note-2 Unpaid principal $3,967,019.76 Accrued interest to September 8,2014 (plus$869.48 per diem from and after September 8,2014 until paid in full) $400,584.37 Net Amount Required to Pay Loan in Full*: $4,367,604.13 *(Plus continuing interest,fees and costs) Note-3 Unpaid principal $100,000 Accrued interest to September 8, 2014(plus $10.96 per diem from and after September 8, 2014 until paid in full) $2,439.33 Net Amount Required to Pay Loan in Full*: $102,439.33 14 E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT *(Plus continuing interest, fees and costs) Total Principal Amount as of September 8,2014: $8,679,948.23 OTHER LIENHOLDERS 47. Defendant RBJ Management, Inc. may claim some right, title and interest in and to the Real Estate, Personal Property or Rents by reason of a Warranty Deed dated December 23, 2011, and recorded with the Johnson County Recorder at Book 4850 and page 459,but any such right,title and interest of Defendant RBJ Management, Inc. is junior and inferior to the right, title and interest of Lender in and to the Real Estate and Collateral. 48. Defendant Dolphin Residential Cooperative, Inc. may claim some right, title and interest in and to the Real Estate, Personal Property or Rents by reason of a Warranty Deed dated December 23, 2011 from RBJ Management, Inc., and recorded with the Johnson County Recorder at Book 4850 and page 463 and a Warranty Deed dated December 23, 2011 from Dolphin International, LLC and recorded with the Johnson County Recorder at Book 4850 and page 467, but any such right, title and interest of Defendant Dolphin Residential Cooperative, Inc., is junior and inferior to the right, title and interest of Lender in and to the Real Estate and Collateral. ALLEGED JUDGMENT LIENHOLDERS 49. Defendant Lei Yao may some right, title and interest in and to the Real Estate, Personal Property or Rents by reason of a judgment from Johnson County Iowa Case No. SCSC070818 entered on June 25, 2008, but any such right, title and interest of Defendant •''-s 3' 15 -%r � rr cp cn E-FILED 2014 SEP 09 3:46 PM JOHNSON -CLERK OF DISTRICT COURT LeiYao is junior and inferior to the right,title and interest of Lender in and to the Real Estate and Collateral. 50. Defendants Rob Witt and Aurora Witt may some right, title and interest in and to the Real Estate, Personal Property or Rents by reason of a judgment from Johanson County Iowa Case No. SCSC072809 entered on March 17, 2009, but any such right, title and interest of Defendants Rob and Aurora Witt are junior and inferior to the right, title and interest of Lender in and to the Real Estate and Collateral. 51. Defendant Ava Runyan may some right, title and interest in and to the Real Estate,Personal Property or Rents by reason of a judgment from Johnson County Iowa Case No. SCSC073335 entered on March 10, 2009,but any such right,title and interest of Defendant Ava Runyan is junior and inferior to the right, title and interest of Lender in and to the Real Estate and Collateral. 52. Defendant Stephanie Rosenau may some right, title and interest in and to the Real Estate, Personal Property or Rents by reason of a judgment from Johnson County Iowa Case No. SCSC075300 entered on December 7, 2009, but any such right, title and interest of Defendant Stephanie Rosenau is junior and inferior to the right, title and interest of Lender in and to the Real Estate and Collateral. 53. Defendant Edward Sobolewski may some right, title and interest in and to the Real Estate, Personal Property or Rents by reason of a judgment from Johnson County Iowa Case No. SCSC081233 entered on April 19, 2012, but any such right, title and interest of 0 Defendant Edward Sobolewski is junior and inferior to the right, title and interef Leder i and to the Real Estate and Collateral. 2 —4 C) —+ ` r- 16 :7(r- 16 ° nl c a 4..,.411 cn E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT 54. Defendant Clifford William Eddy may some right, title and interest in and to the Real Estate, Personal Property or Rents by reason of a judgment from Johnson County Iowa Case No. SCSC082443 entered on October 9, 2012, but any such right, title and interest of Defendant Clifford William Eddy is junior and inferior to the right,title and interest of Lender in and to the Real Estate and Collateral. 55. Defendant City of Iowa City may some right, title and interest in and to the Real Estate, Personal Property or Rents by reason of judgments from Johnson County Iowa Case Nos. C1SC078667 entered on December 8, 2010 and CISC083309, but any such right, title and interest of Defendant City of Iowa City is junior and inferior to the right, title and interest of Lender in and to the Real Estate and Collateral. 56. Defendant Knapp/Warden, LLC may some right, title and interest in and to the Real Estate, Personal Property or Rents by reason of judgments from Johnson County Iowa Casc Nos. LACV072246 and EQCV 072245 both entered on July 28, 2011, and a mechanic's lien in Case No. LNLN 009327 entered on September 18, 2009, but any such right, title and interest of Defendant Knapp/Warden, LLC is junior and inferior to the right, title and interest of Lender in and to the Real Estate and Collateral. 57. Defendant PK Construction, Inc. d/b/a PK Construction,may some right, title and interest in and to the Real Estate, Personal Property or Rents by reason of a mechanic's lien in Johnson County Iowa Case No. LNLN 009189 entered on May 19,2009, but any such right,title and interest of Defendant PK Construction, Inc. d/b/a PK Construction is junior and inferior to CD the right,title and interest of Lender in and to the Real Estate and Collateral. T g- ""1 oftomma ti �.' 17 cp. (Ii cl) E-FILED 2014 SEP 09 3:46 PM JOHNSON -CLERK OF DISTRICT COURT COUNT I FORECLOSURE OF MORTGAGES WITHOUT REDEMPTION (WITH DEFICIENCY) 58. Lender incorporates by reference as if fully set forth each and every allegation set forth in each preceding Paragraph of this Petition 59. Bankers Trust Company as assignor of the Mortgages to Lender took the Notes from Dolphin International in good faith, for valuable consideration. 60. The Notes and the Mortgages are in default because of the failure of Dolphin International to make monthly payments due and owing pursuant to the terms and provisions of Notes and the Mortgages. 61. Upon default, the Loan Documents permit Lender to declare the entire unpaid balance of the Notes immediately due and payable,without notice. 62. Despite receiving demand, Dolphin International has failed to pay Lender the balance owing under the Notes. 63. Amounts are now due, owing and unpaid on the Notes as set forth in Paragraph 46 herein. 64. Lender is the holder of the Notes and is entitled to payment thereon as such holder. 65. Pursuant to the terms and provisions of Loan Documents, Bank is entitled to recover from Dolphin International its costs of collection. o ('g — --i -.c rn :2 Fri C-3 -p` 18 E-FILED 2014 SEP 09 3:46 PM JOHNSON -CLERK OF DISTRICT COURT NOTICE OF ELECTION OF FORECLOSURE WITHOUT REDEMPTION 66. Pursuant to Iowa Code§§ 654.20 through 654.26, Lender elects foreclosure of the Mortgage without redemption but seeks personal judgment against Dolphin International and each Guarantor. 67. Dolphin International may have or claim to have some lien upon and/or title to and/or interest in the Real Estate, but Lender alleges that whatever lien, title, claim or interest it may have or claim to have in the Real Estate is junior and inferior to Lender's Mortgage and lien in the Real Estate. WHEREFORE, Lender prays as follows: A. For judgment on the Notes against Dolphin International, and in rem against the Real Estate covered by the Mortgages, in the sum of$9,082,971.80 plus per diem interest in the amount of$1,385.97 from and after September 8, 2014,together with post judgment interest,the costs of this action, including Receiver's expenses, and other costs and expenses as provided by law. B. For a judgment and decree establishing that the Mortgages are the first and superior liens upon the Real Estate and foreclosing the same for the full amount of said judgment, together with interest and costs, and that the claims and rights of Dolphin International and all Defendants in the Real Estate be declared and adjudged to be junior, inferior and subsequent to the lien of the Mortgages, and that the Mortgages be foreclosed and that all rights and equity of redemption of Dolphin International and all Defendants be barred and foreclosed. C. That a special execution issue from this Court directing the sale f sa Real Estate or so much thereof as may be necessary to satisfy said judgment, togetvith i'intere 19 c, C1 C-r, E-FILED 2014 SEP 09 3:46 PM JOHNSON -CLERK OF DISTRICT COURT and costs, and that the Court further adjudge and decree that should any of the said Real Estate be sold, that this Court issue a Writ of Possession to the Sheriff of Johnson County, Iowa to remove any and all persons therefrom and to put the purchaser under this foreclosure in possession thereof, and that a General Execution issue against Dolphin International for any deficiency resulting from said sheriff's sale, and that the proceeds therefrom be applied on said judgment until the same be fully paid. D. That Lender be given an additional lien against Real Estate for amounts advanced for taxes or insurance for the Real Estate or for the protection of the Mortgages and the Real Estate. E. That if either Lender or the purchaser at sheriffs sale shall pay any taxes or assessments, to pay any insurance premiums, or pay any other amounts in order to protect or preserve the Real Estate from any liens, or take up any defaults under the provisions of the Mortgages herein sued upon, that upon the filing of proper evidence of any such payment or redemption with the Johnson County Clerk,that any said person redeeming from the sale shall be required to pay the amount of such payment or redemption with interest at the rate of judgment, in addition to the amount at which the Real Estate is sold at execution, with interest thereon at the same rate. F. That the Court make such appropriate Orders as are applicable in light of Lender's election of a foreclosure of redemption pursuant to Iowa Code §654.20 et seq., and authorize as expedited a sheriffs sale of the Real Estate as possible. d -5 J G. For such other and further relief as the Court deems just and-ed tabl&in tare ;7 -0 in premises. cn 20 E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT COUNT H FORECLOSURE OF SECURITY INTEREST 68. Lender incorporates by reference as if fully set forth each and every allegation set forth in each preceding Paragraph of this Petition. 69. As further security for repayment of Dolphin International's obligations under the Loan Documents, Dolphin International granted in favor of Bankers Trust Company a security interest in certain of Dolphin International's personal property (as defined in the Security Agreement-1, Security Agreement-2 and Security Agreement-3)("Collateral"). 70. Bankers Trust Company and Lender (as assignee) properly perfected its security interest in the Collateral by filing the Financing Statements. 71. The Notes and the Mortgages are in default because of the failure of Dolphin International to make monthly payments due and owing pursuant to the terms and provisions of Notes and the Mortgages. 72. Amounts are now due,owing and unpaid on the Notes as set forth in Paragraph 46 herein. 73. Dolphin International has or claims to have some right to and/or title to and/or interest in the Collateral. Lender asserts that whatever right, title or interest that Dolphin International and all Defendants have in and to the Collateral are junior and inferior to the security interest in favor of Lender granted under the terms of the Loan Documents. WHEREFORE,Lender prays for judgment under Count II as follows: E` -�- A. Judgment in rem as against the above-described Collateral for the orknts the personam judgments entered with respect to Count I of this Petition. __�r-r; -v I ?_? 7s 0 21 • cn E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT B. That said judgment be decreed to be a lien upon the Collateral, including without limitation, the rents, issues, and profits of the same, and that the security interests in the Collateral granted in the Loan Documents by Dolphin International be foreclosed against the above described Collateral, including, without limitation, the rents, issues and profits of the same, and that right,title, interest and/or lien of Dolphin International, as named as Defendant in this Petition, be decreed to be junior and inferior, subject and subsequent to such security interests in and to any judgment rendered herein, or under the rights of any purchaser at execution sale of the Collateral under such judgment; that a special execution issue in this matter for the sale of the Collateral, or so much thereof as shall be necessary to satisfy Lender's judgment with accruing costs, and that the proceeds therefrom be applied to the payment of any judgment rendered herein; and that if any part of the Collateral be sold under special execution, a Bill of Sale shall issue in this matter directing the Sheriff of Johnson County, Iowa, to remove any and all persons from the possession of the Collateral and to place the person entitled therein to a Sheriff's Bill of Sale for possession thereof. COUNT III SUIT ON GUARANTIES 74. Lender incorporates by reference as if fully set forth each and every allegation set forth in each preceding Paragraph of this Petition. 75. Pursuant to the terms of the Guaranty (Guaranty-1, Guaranty-2, Guaranty-3, and Guaranty-4) of each Guarantor, each Guarantor absolutely, absolutely, unconditiotly and without limit guaranteed payment of all present and future liabilities, obliga ieas al deli.,,, owing by Dolphin International to Lender and agreed to pay all of Lender's costed eigensm rn 22 ca cn cJ E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT including its attorneys' fees and legal expenses, incurred in connection with the enforcement of the Guaranty of such Guarantor. 76. Lender is the owner and holder of the Guaranties and has demanded payment from each Guarantor of amounts due under the Guaranty of such Guarantor,but Guarantors have failed to make payments to Lender in accordance with the terms and provisions of the Guaranty of such Guarantor. 77. Amounts are now due, owing and unpaid on the Notes and by each Guarantor as set forth in Paragraph 46 herein. WHEREFORE, Lender prays for judgment under Count III as follows: A. Judgment in personam against each Guarantor for the Principal Amount, together with interest on the Principal Amount outstanding from time to time from September 8, 2014 until the date of the Judgment granted herein at the variable rate of interest provided in the Loan Documents and thereafter at a fixed rate of interest equal to the rate of interest in effect under the Loan Documents on the date of the Judgment granted herein, plus miscellaneous costs, court costs, receiver costs, abstracting and title insurance costs, together with interest on these items from the date of the Judgment granted herein at a rate of interest equal to the rate of interest in effect under the Loan Documents on the date of the Judgment granted herein. B. For such other and further relief as the Court may deem just and equitable in the premises. Ca '+t:Ca, Q --4 � v rn" -a: 23 co CPt t:� E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT ,r of • Kevin H. Co lins AT# - 0001671 NYEMASTER GOODE, P.C. One GreatAmerica Plaza 625 First Street SE Telephone: 319-286-7003 Fax: 319-286-7050 Email: khcollinsgnyemaster.com Kristina M. Stanger AT# - 0000255 NYEMASTER GOODE, P.C. 700 Walnut Street Suite 1600 Des Moines, IA 50309 Telephone: 515-283-8009 Fax: 515-283-3108 Email: kmstanger@nyemaster.com ATTORNEYS FOR PLAINTIFF co) =n rn carcri 24 E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT STATE OF IOWA ) ) ss. COUNTY OF LINN ) I, Kevin H. Collins, being first duly sworn on my oath, depose and state that I am the attorney for the Plaintiff in the above-captioned case; that I have in my possession the written instruments upon which this cause is based; that I have further learned the facts constituting the cause of action by investigation of the records appertaining thereto and by interrogation of the Plaintiff; and that I have read the foregoing Petition and am familiar with the allegations therein contained, and the same are true as I verily believe. :ik ' Kevi H. ollins Subscribed and sworn to before me by the said Kevin H. Collins on this 911' day of September, 2014. P:LsSHARON K. CARNEY /^< 00-71 Commission Number 166430 My Commission Expires Notary Nablic- State of Iowa 'Ow" September 4, 2016 EXHIBITS Exhibit A Note 1 Exhibit N Modification Mortgage-1 9/28/2011 Exhibit B Note 2 Exhibit 0 Modification Mortgage-4 9/28/2011 Exhibit C Change in Terms 8/27/2013 Exhibit P Assignment-1 Exhibit D Change in Terms 1/7/2014 Exhibit Q Assignment-2 Exhibit E Note 3 Exhibit R Assignment-3 Exhibit F Change in Terms 6/19/2013 Exhibit S Security Agreement-1 Exhibit G Change in Terms 1/7/2014 Exhibit T Security Agreement-2 Exhibit H Business Loan Agreement Exhibit U Security Agreement-3 Exhibit I Notice of Final Agreement Exhibit V Guaranty-1 _ Exhibit J Mortgage-1 Exhibit W Guaranty-2 ' . .�a Exhibit K Mortgage-2 Exhibit X Guaranty-3 ' y Exhibit L Mortgage-3 Construction Exhibit Y Guaranty-4 c-)-: < — Exhibit M Mortgage-4 Exhibit Z Allonge/Assignment ;f Hf cn ca 25 E-FILED 2014 SEP oTfiolvlissoRy NOTE OF DISTRICT COURT Principal i Loan Date ' MaturityLoan No Call I Coll Account Officer l els $4,850,000.00 32-10-2012 ,12-1Q-2035... 6001358-9002 1000 t 09 00000007129 0382 10, References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or it . Any Item above containing"•••"has been omitted due to text length limitations. Borrower: Dolphin International.LLC Lender: Bankers Trust Company 738 N.Victoria Lane 221 3rd Avenue SE,Suite 150 Palatine,IL 60067 Cedar Rapids,IA 52401 13191 896-7 78 2 Principal Amount: $4,850,000.00 Date of Note: December 10,2012 PROMISE TO PAY. Dolphin International,LLC("Borrower")promises to pay to Bankers Trust Company("Lender"),or order,in lawful money of the United States of America,the principal amount of Four Million Eight Hundred Fifty Thousand&00100 Dollars(S4,1350,000.001,together with interest on the unpaid principal balance from December 10,2012,until paid in full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in 35 regular payments of $28,000.00 each and one irregular last payment estimated at 94,434.367.05. Borrower's first payment is due January 10, 2013. and all subsequent payments era due on the same day of each month after that. Borrower's final payment will be due on December 10,2015,and wit be for all principal and all accrued Interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law,payments will be applied fast to any unpaid collection costs:then to any late charges;then to any accrued unpaid interest:and then to principal. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in en index which is the Lender's Prime Rate,which Lender may increase or decrease at any time in Lender's discretion,and which may not necessarily reflect the rate Lender charges to Its other customers which may be lower(the"Index"). The Index is not necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 3.250%per annum. Interest on the unpaid principal balance of this Note will be calculated as described in the "INTEREST CALCULATION METHOD"paragraph using a rate of 0.750 percentage points over the Index,resulting in an initial rate of 4.000%per annum based one year of 360 days. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate,Lender,at its option.may do one or more of the following: (A) Increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (CI Increase the number of Borrower's payments, end (D) continue Borrower's payments at the same amount end increase Borrower's final payment. INTEREST CALCULATION METHOD. Interest on this Note Is computed on a 365/360 basis;that Is,by applying the ratio of the interest rate aver a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. 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. Borrower agrees riot to send Lender payments marked 'paid in full", 'without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning 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: Bankers Trust Company,221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401. LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 5.000%of the unpaid portion of the regularly scheduled payment or 850.00,whichever is greater. • INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased to 21.000%per annum based on a year of 360 days. However,In no event will the Interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute en event of default("Event of Default")under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower falls to comply with or to perform any other term,obligation,covenant or condition contained in this Note or In any of the related documents or to comply with or to perform any term,obligation,covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect,either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower,or any other termination of Borrower's existence as a going business or the death of any member,the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property,any assignment for the benefit of creditors,any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by Judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts,Including deposit accounts,with Lender. However,this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and If Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in en amount determined by Lender, in its sole discretion, as being en adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the Indebtedness evidenced by this Note. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. insecurity. Lender In good faith believes itself insecure. ry LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued;unpaid Inst immediately due,and then Borrower will pay that amount. , - ter„ ATTORNEYS' FEES;EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay,Borrower wlit ay Lender that amount. This includes,subject to any limits under applicable law,Lender's attorneys'fees and Lender's legal expeiueel whet)tpr or not there Is a lawsuit,Including without limitation all attorneys'fees end legal expenses far bankruptcy proceedings lindudiwytforts to modify or vacate any automatic stay or injunction),and appeals. If not prohibited by applicable law,Borrower also will pay any coueS4ost`s,in sedition rm..* to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding,or counterclaim broug—h4Wjither1a41der ]�""j or Borrower against the other. -- — GOVERNING LAW. This Note will be governed by federal law applicable to Lender and,to the extent not preempted by federal low,the laws of the State of Iowa without regard to its conflicts of law provisions. This Note has been accepted by Lender In the State of lows." ` CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Lim County, State of Iowa. - RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Borrower's accounts with Lender(whether checking,savings,or some other account). This includes all accounts Borrower holds Jointly with someone else end all accounts Borrower may open in the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the indebtedness against any Exhibit A A WHO E 201 F OY 17 PH 3: 58 CITY CLERK IOWA CITY. 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Msturlty _:Loan No coli coo CS?tfft�� _: FC51 a t � t t# s tl�a11 .6001358 903s ,Doo oaaiobob7.t z. References In the boxes above are far Lender's use only end do not limit the applicability of this document to any particular loan or I;m. Any item above containing'•••'has been omitted due to text length limitations. Borrower: Dolphin International.LLC Lender: Bankers Trust Company 738 N.Victoria Lane 221 3rd Avenue SE.Suite 150 Palatine.IL 60067 Ceder Rapids,IA 52401 13191896-7782 Principal Amount; $3,967,019.76 Date of Note: December 10,2012 • PROMISE TO PAY. Dolphin International,LLC('Borrower')promises to pay to Bankers Trust Company('Lender-I,or order,in lawful money of the United States of America, the principal amount of Three Minion Nine Hundred Sixty-seven Thousand Nineteen & 761100 Dollars 1$3.967,019.761.together with interest on the unpaid principal balance from December 10,2012,until paid In full. PAYMENT. Borrower will pay this loan In accordance with the following payment schedule,which calculates interest on the unpaid principal balances as described In the INTEREST CALCULATION METHOD'paragraph using the interest rates described in this paragraph: 3 annual consecutive Interest payments. beginning June 30,2013.with Interest calculated on the unpaid principal balances using en Interest rate of 6.000% per annum based on e year of 360 days;2 annual consecutive Interest payments, beginning December 31, 2013, with Interest calculated on the unpaid principal balances using an interest rate of 6.000%per annum based on a year of 360 days;and ono principal end interest payment of$4,074,790.46 on December 10,2015,with Interest calculated en the unpaid principal balances using an interest rate of 6.000%per annum based on a year of 360 days. This esUmuted final payment is based on the assumption that a9 payments will be made exactly as scheduled;the actual final payment will be for ea principal and accrued Interest not yet paid,together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law,payments will be applied first to any unpaid collection masts:then to any late charges;than to any accrued unpaid interest;and then to principal. Borrower will pay Lender at Lender's address shown above or et such other place as Lender may designate In writing. INTEREST CALCULATION METHOD. Interest on this Nato 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 prleoipal balance, multiplied by the actual number of days the principal balance is outstanding. All Interest payable under this Note is computed using this method. • PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. 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. Borrower agrees not to send Lender payments marked'paid in full', "without recourse",or similar language. It Borrower sends such a payment, Lender may accept It without losing any of Lender's rights under this Note, end Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts,includirig 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: Bankers Trust Company,221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401. LATE CHARGE. If a payment Is 11 days or more late, Borrower will be charged 5.000%of the unpaid portion of the regularly scheduled payment or$60.00,whichever Is greater. INTEREST AFTER DEFAULT. Upon default,Including failure to pay upon final maturity, the Interest rete on this Note shall be Increased to 21.000%per annum based on a year of 380 days. However,in no event will the Interest rate exceed the maximum interest rats limitations under applicable law. DEFAULT. Each of the following shall constitute en event of default('Event of Default")under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term,obligation,covenant or condition oonteined In this Note or in any of the related documents or to comply with or to perform any term,obligation,covenant or condition contalrted-In any other agreement between Lender and Borrower. •_ False Statements, Any warranty,representation or statement made or furnished to Lender by BtrraWer or on Borrewer'e behelf.ti der this Note or the related documents is false or misleading In any material respect,either now or at the thrneh ide or l6n sJned or baoerrjes false or•misleading at any time thereafter. - .„ _... Death or Insolvency. The dissolution of Borrower(regardless of whether election to continue is medal,any member withdraws from Borrower,or cry other termination of Borrower's existence es a going business or the death of any('i9ber,thein¢¢olvency of Borrower. the appointment of a receiver for eny part of Borrower's property,any assignment for the benefit of cregftore,any'type of creditor workout, • or the commencement of any proceeding under any.benkrttptcy or Insolvency laws by or against BorroWer, . Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by-judiciatgroceedidg, self-help, repossession or any other method,by any creditor of Borrower or by any govemmertel agency agelasfany collateral securing the loan. This Includes a garnishment of any of Borrower's accounts,Including deposit accounts,with Lender. However,this Event of Default shalt not apply If there Is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the-basis of the creditor or forfeiture proceeding end if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lander monies or a surety bond for the creditor or forfeiture proceeding.In en amount determined by Lender,In Its sole discretion.s being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,endorser,surety,or accommodation party of any of the indebtedness or any guarantor,endorser, surety,or accommodation party dies or becomes Incompetent, or revokes or disputes the validity of,or liability under,any guaranty of the Indebtedness evidenced by this Note. Adverse Change. A material adverse change occurs In Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is Impaired. Insecurity. Lender In good faith believes Itself insecure. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest Immediately due,and then Borrower will pay that amount. ATTORNEYS'FEES;EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes,subject to any limits under applicable law,Lender's attorneys'fees end Lender's legal expenses,whether or not there Is a lawsuit,including without limitation all attorneys'Ices end legal expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction),and appeals. If not prohibited by applicable law,Borrower also will pay ary court costa,in addition to all other stens provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to arty Jury trial in any action,proceeding,or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW, This Note will be governed by federal few appficabte to Lender and,to the extent not preempted by federal law,the laws of the State of Iowa without regard to its conflicts of law provisions. This Note has been accepted by Lender In the State of Iowa. CHOICE OF VENUE. if there Is a lawsuit,Borrower agrees upon Lender's request to submit to the jurisdicton of the courts of Linn County, State of Iowa. RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Borrower's accounts with Lender(whether checking,savings,or some other account). This Includes all accounts Borrower holds jointly with someone else and elf accounts Borrower may open In the future. However,this does not Include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the debt against any and all such accounts,and,at Lender's option,to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided In this paragraph. COLLATERAL. Borrower acknowledges this Note Is secured by four(4)Mortgages on teal property located at 2401 Highway 6 East,Iowa City, Iowa dated February 6,2009(Book 4392 Page 337-348),September 4,2008(Book 4348 Page 462-473),June 6,2008(Book 4309 Page 412422), and January 23, 2008 (Book 4257 Page 780-7901, as modified on September 28, 2011 leook 4810 Page 794-796);three 131 Assignment of Rents on real property located at 2401 Highway 8 East,Iowa City,Iowa dated September 4,2008(Book 4348 Page 474-480), June 6,2008(Book 4309 Page 423-429)and January 23,2008(Book 4257 Page 791-7971;a Commercial Security Agreement for Purchase Money Security Interest for All Business Assets dated January 23, 2008; a Commercial Sedurlty Agreement for Assignment of all Rents, Exhibit B 6 1111 E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT PROMISSORY NOTE Loan No:6001358-9003 (Continued) Page 2 Accounts and General Intangibles dated September 4,2008 and a Commercial Security Agreement for All Business Assets dated December 10, 2012. • PURPOSE OF LOAN. The specific purpose of this loan Is: Refinance portion of Note#6001368-9002. GUARANTY PROVISION.This credit Is guaranteed by 4 {four)guaranties dated December 10, 2012 and executed by Rekheben V. Bhatt, Sudhirkeumar Glrlshbel Shutt,Versha Sudhir Matt and Vijay Bhatt. LOAN AGREEMENT PROVISION.This credit Is subject to the terms and conditions of a Business Loan Agreement dated December 10,2012. ADDITIONAL TERMS.Borrower acknowledges that this loan is cross defaulted and woos collateralized with all other debt to Lender. PRIOR NOTE. A Promissory Note dated April 15, 2012 in the amount of 68.938,211.20 to mature on October 15,2012 and a Change In Terms Agreement dated October 11,2012 in the amount of 48,837,496.45 to mature on December 31,2012. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, one upon Borrower's heirs, personal representativee, successors and assigns,and shell Inure to the benaRt of Lender and Its successors end assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may nobly Lender If Lender reports any Inaccurate Information about Borrower's account(a)to a consumer reporting agency. Borrower's written notice describing the specific Ineccuracy(loe)should be sent to Lender at the fo:lowing address: Bankers Trust Company 221 3rd Avenue SE, Suite 150 Ceder Rapids,IA 62401. GENERAL PROVISIONS. If arty pert of this Note cannot be enforced,this foci will not effect the rest of the Note. Lender may delay or forgo enforcing any of Its rights or remedies under this Note without losing them. Borrower and any other pawn who signs,guarantees or endorses this Note,to the extant allowed by law,waive presentment,demand for payment,and notice of dishonor. Upon any change in the terms of this Note,and unless otherwise expressly stated In writing,no party who signs this Note,whether as maker,guarantor,accommodation maker or endorser,shall be released from liability. All such parties agree that Lender may renew or extend(repeatedly and for any length of time)this loan or release any party or guarantor or collateral;or Impair,fail to realize upon or perfect Lender's security interest In the collateral;and take any other action deemed neceeeery by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note ere Joint and several. PRIOR TO SIGNING THIS NOTE,BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. BORROWER: DOLPHIN INTERNATIONAL,LLC • By:n a r Vijay ` Member/Manager of Dolphin Inter tonal,LLC VO.12).10.06/Card.WOW n..,.••.u....los.,w,.X^1 A.maw M—.....IA o.a,cxcarc VII .S.1 • mamma • "' cn E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT CHANGE IN TERMS AGREEMENT . lY�'�$' 7��. .:_�.YMetu Q as < �'41j��r„�� I#r(�,:?':'�:b�c. $...•:i �.::. aixriaw� Pr �i �:pp fur� �. ern Na ' , , _•�:.::. • .,.:�,. ':',j.. �^ ..�r(} �{.�.. .�y(� ,. ..}��..,I��,wy �* �]`y' 1 ,.�. t��r�°k`f�.::.::�.,�;.:x,v:•,;..�.(y�..}y;�L'.�K j�.'tr:N�r% f.•�Slit.....:„ ." .. :M,Sf .RQi:19,~',i:7.. . �Rrt 10..._ R N.'"(fN , W.600 ..:.��' r:'1DI Q..i _ 'f,.!n..MN:NO :. i!Fif :': `r: References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or Item'. Any item above containing"•••" has been omitted due to text length limitations. . Borrower: Dolphin International,LLC Lender: Bankers Trust Company 738 N.Victoria Lane 221 3rd Avenue SE,Suite 150 Palatine, 1L 60067 Cedar Rapids, IA 52401 (319) 896-7782 Principal Amount: $3,967,019.76 Date of Agreement: August 27, 2013 DESCRIPTION OF EXISTING INDEBTEDNESS. A Promissory Note dated December 10, 2012 in the amount of $3,967,019.76 to mature on December 10, 2015. DESCRIPTION OF CHANGE IN TERMS. INTEREST RATE: All references to a fixed rate of 6.00% is hereby amended to read 8.00%. PAYMENTS: See payment section below for revised payment terms, PAYMENT. Borrower will pay this loan in accordance with the following payment schedule, which calculates interest on the unpaid principal balances as described in the "INTEREST CALCULATION METHOD" paragraph using the interest rates described in this paragraph: 2 annual consecutive interest payments, beginning December 31, 2013,with interest calculated on the unpaid principal balances using an interest rate of 8.000% per annum based on a year of 360 days;2 annual consecutive interest payments,beginning June 30, 2014,with interest calculated on the unpaid principal balances using an interest rate of 8.000%per annum based on a year of 360 days;and one principal and Interest payment of 54,110,714.03 on December 10, 2015,with interest calculated on the unpaid principal balances using an interest rate of 8.000%per annum based on a year of 3E0 days. This estimated final payment is based on the assumption that all payments will bo made exactly as scheduled;the actual final payment will be for all principal and accrued interest not yet paid,together with any other unpaid amounts on this loan. INTEREST CALCULATION METHOD. Interest on this loan 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 principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this loan is computed using this method. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the ten-ns of the original obligation or obligations, Including all agreements evidenced or securing the obligation(s), remain unchanged end inn full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, Including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement Is given conditionally, based on the representation to Lender that the non-signing party consents to the changes end provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension,modification or release. but also to all such subsequent actions. IMPORTANT:. READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT AGREEMENTS (EXCEPT EXEMPT TRANSACTIONS) NOW IN EFFECT BETWEEN BORROWER AND LENDER. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS CHANGE IN TERMS AGREEMENT AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. BORROWER; .L-- :.C:). .o �iv1 --,H -+C c.v..... DOLPHIN INTERNATIONAL, LLC (7)—‹ 1i13-v —d C') ..J • r in By Vijay ha , Member/Manager of Dolphin ':P1 �^� Intern tonal, LLC Q" W LENDER: j%' [.n co BANKE S RUST COMPANY 4 X . Liv 1 C(�% ,„}, �� .._ Pierre'Mating, Vice President -_ LASER.PRO Ledi,g,0...¶S.t10.0'0 C,p0.I.,d FN,,a.l Sa.,Las,Inv.1991.2013 fa P51,1,R,M v.,. .IA 0:,1.'LPL•EtOC.FC TR 11881 P0-IC Exhibit C E-FILED 2014 SEP 09 3:46 PM JOHNSON - CLERK OF DISTRICT COURT CHANGE IN TERMS AGREEMENT ptsp�rti ... t#. 7tilitM :oto :. LiD t NQ ._ rlaiEfdoll A6Gi t!tt 4O l 1 u r r h , k : 7 . 1pfGr 3 • • 3 0• . t9OOO 1 3• $e ".; , r 4 90tP0-4: W z 8 ' References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan o i itefn. Any item above containing " *" has been omitted due to text length limitations. I Borrower: Dolphin International,LLG Lender: Bankers Trust Company 738 N.Victoria Lane 221 3rd Avenue SE, Suite 150 Palatine, IL 60067 Cedar Rapids,IA 52401 13191 896-7777 Principal Amount: $3,967,019.76 Date of Agreement: January 7, 2014 DESCRIPTION OF EXISTING INDEBTEDNESS. A Promissory Note dated December 10, 2012 in the amount of $3,967,01936 to mature on December 10, 2015 and a Change in Terms Agreement dated August 27, 2013 in the amount of $3,967,019.76 to mature on December 10, 2015. DESCRIPTION OF CHANGE IN TERMS. PAYMENTS: See payment section below for revised payment terms. PAYMENT. Borrower will pay this loan in accordance with the following payment schedule, which calculates Interest on the unpaid principal balances as described in the "INTEREST CALCULATION METHOD" paragraph using the interest rates described in this paragraph: one interest payment on February 28. 2014, with interest calculated on the unpaid principal balances using an interest rate of 8.000% per annum based on a year of 360 days; 2 annual consecutive interest payments, beginning June 30, 2014, with interest calculated on the unpaid principal balances using an interest rate of 8.000%per annum based on a year of 360 days;one interest payment on December 31,2014, with Interest calculated on the unpaid principal balances using en Interest rate of 8.000% per annum based on a year of 360 days; and ono principal and interest payment of 54,110,714.03 on December 10, 2015. with interest calculated en the unpaid principal balances using an interest rate of 8.000% per annum based on a year of 360 days. This estimated final payment is based on the assumption that all payments will bo made exactly as scheduled; the actual final payment will be fur all principal and accrued interest not yet paid,together with any other unpaid amounts on this loan. INTEREST CALCULATION METHOD. Interest on this loan 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 principal balance,multiplied by the actual number of days the principal balance is outstanding, All interest payable under this loan is computed using this method. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including ail agreements evidenced or securing the obligation(s), remain unchanged and In full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s)as changed, nor obligate Lender to make any future change in terms. Nothing In this Agreement will constitute a satisfaction of the obllgatlonlsl, It Is the intention of Lender to retain as liable parties all makers and endorsers of the original obligationlsl, including accommodation parties, unless a party Is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation dues not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provislens of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. IMPORTANT:. READ BEFORE SIGNING, THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN TI-IIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT AGREEMENTS (EXCEPT EXEMPT TRANSACTIONS) NOW IN EFFECT BETWEEN BORROWER AND LENDER. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS CHANGE IN TERMS AGREEMENT AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. BORROWER: IV D r::l .J"' DOLPHIN INTERNATIONAL.,LLC CD i i - 2 By: �.r --J Vijay J. Bhatt, Member/ .•.ger of Dolphin —1C) International, LLC •<f•• --0 1 r 1 LENDER; .1 =:..;,'. c,•:3 d U'1 BANKEI TRUST COMPANY , Co ,,, L. .1--) (b.v.40 X 6 t _. l l Pierre''gisting,Vice President --- --- --_ - MSN me L,n,a.Wt.13.3 0.02A Cop,.Na"J S,..,,W luivda Ns.1941,2014. N Net.N,,.xd. •IA CnCt s.l,023C fC TN.34910 PA-31:1 Exhibit D E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT PROMISSORY NOTE Principal Loarr Date I Maturity Loan No • Call'Coil • • Account {Ot c9t Lp: 4100,000.00; 12-:10-2012.:107-r30-2013 600 68-0.201 1000 i 03 00000007129 1 0382t _ . a:,e e References in the boxes above are for Lender's use only and do not Emit the applicability of this document to any particular loan or lie . Any item above containing"•••"has been omitted due to text length limitations. Borrower: Dolphin International,LLC Lender: Bankers Trust Company 738 N.Victoria Lane 221 3rd Avenue SE.Suite 150 Palatine,IL 60067 Cedar Rapids,IA 52401 (3191 896-7782 Principal Amount: 5100,000.00 Date of Note: December 10,2012 PROMISE TO PAY. Dolphin International,LLC I"Borrower"l promises to pay to Bankers Trust Company("Lender").or order,in lawful money of the United States of America, the principal amount of One Hundred Thousand & 001100 Dollars 15100.000.001 or so much as may be outstanding.together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on July 10, 2013. In addition,Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date,beginning January 10,2013, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law,payments will be applied first to any unpaid collection costs;then to any lute charges;then to any accrued unpaid Interest;and then to principal. Borrower will pay Lender at Lender's address shown above or et such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes In an index which is the Lender's Prime Rate,which Lender may increase or decrease at any time In Lender's discretion,and which may not necessarily reflect the rate Lender charges to its other customers which may be lower(the"Index"I- The Index Is not necessarily the lowest rate charged by Lender on its loans and Is set by Lender In its sole discretion. If the Index becomes unavailable during the term of thio loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 3.250%per annum. Interest on the unpaid principal balance of this Note wilt be calculated as described in the"INTEREST CALCULATION METHOD"paragraph using a rate of 0.750 percentage points over the Index,resulting In en Initial rate of 4.000%per annum based on a year of 360 days. NOTICE: Under no circumstances will the Interest rate on this Note be more than the maximum rate allowed by applicable law. INTEREST CALCULATION METHOD. 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 980 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. PREPAYMENT. Borrower may pay without penalty ell or a portion of the amount owed earlier than it Is due. Early payments will not,unless agreed to by Lender In writing,relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid Interest. Rather,early payments will reduce the principal balance due. Borrower agrees not to Bend Lender payments marked"paid In full", "without recourse",or similar language. If Borrower sends such a payment,Lender may accept it without losing any of Lender's rights under this Note,and Borrower will remain obigated to pay any further amount owed to Lender. Al written communications concerning 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: Bankers Trust Company,221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401. LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 6.000%of the unpaid portion of the regularly scheduled payment or$50.00,whichever is greeter. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rete on this Note shall be increased to 21.000%per annum based on a year of 360 days. However,in no event will the Interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default("Event of Default")under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term,obligation,covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term,obligation,covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect,either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower(regardless of whether election to continue is made), any member withdraws from Borrower,or any other termination of Borrower's existence as a going business or the death of any member,the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property,any assignment for the benefit of creditors,any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method,by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes s garnishment of any of Borrower's accounts,including deposit accounts,with Lender. However,this Event of Default shall not apply If there is a good faith dispute by Borrower es to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender moulted or a surety bond for the creditor or forfeiture proceeding.In an amount determined by Lender,in its sole discretion,as being an adequate reserve or bond for the dispute. . Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,endorser,surety.or accommodation party of any of the indebtedness or any guarantor, endorser,surety, or accommodation party des or becomes Incompetetrtr,.-bt,revokes!or disputes the validity of,or liability under,any guaranty of the indebtedness evidenced by this Note. .u, W.OMB Adverse Change. A materiel adverse change occurs In Borrower's financial condition,or Lender believes the prostali ehaaymeamor rrl.= performance of this Note is Impaired. Insecurity. Lender in good faith believes itself Insecure. .._!I"" LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all eccrtied t(ri�'aid irt�st immediately due,and then Borrower will pay that amount. ATTORNEYS'FEES;EXPENSES. Lender may hire or pay someone else to help collect this Note If Borrower does not pay._Bcriewer wfbreay Lender that amount. This Includes,subject to any limits under applicable law,Lender's attorneys'fees end Lender's legal exteenses,whether or not there is a lawsuit,including without limitation all attorneys'fees and legal expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction),end appeals. If not prohibited by applicable law,Borrower also will pay any court costs,in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender end,to the extent not preempted by federal law,the laws of the State of Iowa without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of lows. CHOICE OF VENUE. If there is a lawsuit,Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Unn County, State of Iowa. RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Borrower's accounts with Lender(whether checking,savings,or some other account). This Includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However,this does not Include any IRA or Keogh accounts,or any truant accounts for which setoff would be prohibited by law. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the debt against any and all such accounts,and,at Lender's option,to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided In this paragraph. • COLLATERAL. Borrower acknowledges this Note Is secured by four(41 Mortgages on real property located at 2401 Highway 6 East,Iowa City, i II Hi N N- LERK OF DISTRICT COUR1f PROMISSORY NOTE Loan No:6001358-0201 (Continued) Page 2 • Iowa dated February 8,2009(Book 4392 Page 337-348),September 4, 2008(Book'4348 Page 462-473),June 6,2008(Book 4309 Page 412-4221, and January 23, 2008 (Book 4257 Page 780-790),as modified on September 28, 2011 (Book 4.810 Page 794-798); three 131 Assignment of Rents on reel property located at 2401 Highway 6 East,Iowa City,Iowa dated September 4.2008(Book 4348 Page 474-480), June 6,2008(Book 4309 Page 423-429)and January 23,2008(Book 4257 Page 791-797);a Commercial Security Agreement for Purchase Money Security Interest for All Business Assets dated January 23, 2008; a Commercial Security Agreement for Assignment-of all Rents, Accounts and General intangibles dated September 4,2008 and a Commercial Security Agreement for All Business Assets dated December 10, 2012. LINE OF CREDIT. This Note evidences a revolving line of credit. Advances ureter this Note,as well as directions for payment front Borrower's accounts,may be requested orally or In writing by Borrower or by an authorized person. Lander may,but need not,require that all oral requests be confirmed In writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records,Including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor Is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, Including any agreement made In connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender;or (E) Lender In good faith believes Itself Insecure. PURPOSE OF LOAN. The specific purpose of this loan is: Working Capital. GUARANTY PROVISION.This credit is guaranteed by 4 (four) guaranties dated December 10, 2012 and executed by Rekhaben V. Bhatt, Sudhirkaumar Girishbai Bhatt,Versha Sudhir Bhatt and Vijay Bhatt. LOAN AGREEMENT PROVISION.This credit Is subject to the terms end conditions of a Business Loan Agreement dated December 10,2012. ADDITIONAL TERMS.Borrower acknowledges that this loan Is cross defaulted and cross collateralized with ell other debt to Lender. PRIOR NOTE. A Promissory Note dated September 28, 2011 in the amount of$100,000.00 to mature on February 10,2012,a Change In Terms Agreement dated Janaury 10, 2012 in the amount of 6100,000.00 to mature on April 15, 2012 and a Change in Terms Agreement dated October 11,2012 in the amount of$100,000.00 to mature on December 31,2012. SUCCESSOR INTERESTS. The terms of this Nate shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns,and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate information about Borrower's accounts) to a consumer reporting agency. Borrower's written notice describing the specific Inaccurecy(ies)should be sent to Lender at the following address: Bankers Trust Company 221 3rd Avenue SE, Suite 160 Cedar Rapids,IA 52401. GENERAL PROVISIONS. If any part of this Note cannot be enforced,this fact wit not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower.and any other person who signs,guarantees or endorses this Note,to the extent allowed by law,waive presentment,demand for payment,and notice of dishonor. Upon any change in the terms of this Note,and unless otherwise expressly stated in writing,no party who signs this Note,whether as maker,guarantor,accommodation maker or endorser,shall be released from liability. AI such parties agree that Lender may renew or extend(repeatedly end for any length of time)this loan or release any party or guarantor or collateral;or impair,fail to realize upon or perfect Lender's security interest in the colletera(;.and take eny other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note ere joint and several. PRIOR TO SIGNING THIS NOTE,BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE,INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. BORROWER: DOLPHIN INTERNATIONAL,LLC By: Vija aft, Member/Manager of Dolphin Inte national,LLC LASER IRO .V..141.3.10.1 e..,.,saa a,.W aau.n...x.urr.20,2.71 rwe,r....-�a,o+,wom.re n,sar MC CS `{aT'i "4 •k9".: C,.) (11 LD E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT CHANGE IN TERMS AGREEMENT 6.001-35 44. t€d4 Mre4.,' • "Ea ®i,"&j"uqa:l Ywrksrcen ri s m>.$ .. References in the boxes above ere for Lender's use only and do not limitapplicability of this document to any particular loan or it-tris. Any item above containing has been omitted due to text length limitations. Borrower: Dolphin International,LLC Lender: Bankers Trust Company 732 N.Victoria Lane 221 3rd Avenue SE,Suite 150 Palatine.IL 60067 Cedar Rapids,IA 52401 [319)896-7782 Principal Amount: $100,000.00 Date of Agreement: June 19,2013 DESCRIPTION OF EXISTING INDEBTEDNESS. A Promissory Note dated December 10,2012 in the amount of$100,000.00 to mature on July 10,2013. DESCRIPTION OF CHANGE IN TERMS. MATURITY DATE: All references to a maturity date or due date of July 10,2013 is hereby amended to rend January 10,2014. PAYMENTS: See payment section below for revised payment terms. PAYMENT. Borrower wit pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on January 10,2014. In addition,Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date,beginning July 10,2013,with all subsequent Interest payments to be due on the same day of each month after that. VARIABLEINTEREST RATE. The Interest rate on this loan is subject to change from time to time based on changes in an index which is the Lender's Prime Rate,which Lender may Increase or decrease at any time in Lender's discretion,and which may not necessarily reflect the rate Lender charges to tts other customers which may be lower(the"Index"). The Index is not necessarily the lowest rate charged by Lender on its loans and Is set by Lender In its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute Index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lander may make loans based on other rates as well. The Index currently Is 3.250%per annum. Interest on the unpaid principal balance of this loan will be calculated as described In the INTEREST CALCULATION METHOD'paragraph using a rate of 0.750 percentage points over the Index,resulting In an initial rate of 4.000%per annum barred on a year of 360 days. NOTICE: Under no circumstances will the Interest rate on this loan be more than the maximum rate allowed by applicable taw. INTEREST CALCULATION METHOD. Interest on this loan Is computed on a 365/360 basis;that is.by applying the ratio of the interest rate over a year of 360 days,nrultip5ed by the outstanding principal balance.multiplied by the actual number of days the principal balance Is outstanding. All interest payable under this loan is computed using this method. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s),remain unchanged and in full force and effect Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligationis)as changed,nor obligate Lender to make arty future change in terms. Nothing In this Agreement will constitute a satisfaction of the obligatlon(s). It is the Intention of Lender to retain as liable parties all makers and endorsers of the original obligationle),Including accommodation parties,unless a party la expressly released by Lender In writing. Any maker or endorser,including accommodation makers,will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any Initial extension,modification or release,but also to all such subsequent actions. IMPORTANT:.READ BEFORE SIGNING. THE TERMS OF THE LOAN AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THE WRITTEN LOAN AGREEMENT MAY BE LEGALLY ENFORCED. BORROWER MAY CHANGE THE TERMS OF THE LOAN AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. PRIOR TO SIGNING THIS AGREEMENT,BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT,INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS CHANGE IN TERMS AGREEMENT AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. BORROWER: DOLPHIN INTERNATIONAL,LLC BY: • TI 1' Vijay AT/1,1911 '/ Bhatt, Member/Manager of Dolphin Inter :•onal.LLC LENDER: BANICB CRUST COMP /j r 4� X 1. t P Fiend Kisting,Vico President ,,..a,..ell,-,w.V..n.00.cm,.,,....r....,,,w..e••ay.mix u,.,.,,r...... '.avaocam,cc.c.,.n+..,..s r�7 til rn -73 ••• fit. ,` tQ E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT CHANGE IN TERMS AGREEMENT Ptinr:lpni Loan Date• :{ Mutt rit' L08n NO [ C.allz Cos.. r ':Account Officer ,1 t s'7 00,000.00 101-07-2014 107-10.2014 6001358-0201 1 ,1E700 i 0$ :. 00000007129 j 0382 • References in the boxes above ere for Lender's use only and do not limit the applicability of this document to any particular loan o.r em. Any Item above containing'••"•has been omitted due to text length limitations. Borrower: DOLPHIN INTERNATIONAL,LLC Lender: Bankers Trust Company 738 N.VIctorie Lane 221 3rd Avenue SE,Suite 150 Palatine,IL 600744192 Cedar Rapids,IA 52401 (3191 896-7777 Principal Amount: $100,000.00 Date of Agreement: January 7,2014 DESCRIPTION OF EXISTING INDEBTEDNESS. A Promissory Note dated December 10,2012 in the amount of 9100,000.00 to mature on July 10,2013 and a Change In Terms Agreement dated June 19,2013 in the amount of 6100,000.00 to mature an January 10,2014. DESCRIPTION OF CHANGE IN TERMS. MATURITY DATE: All references to a maturity date or due date of January 10, 2014 is hereby amended to read July 10,2014. PAYMENTS: See payment section below for revised payment terms. PAYMENT. Borrower will pay this loan In one payment of all outstanding principal plus all accrued unpaid interest on July 10, 2014. In addition,Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date.beginning February 10,2014, with all subsequent interest payments to be due on the same day of each month after that. VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from time to time based on changes in en Index which Is the Lender's Prime Rate,which Lender may Increase or decrease at any time In Lender's discretion,and which may not necessarily reflect the rate Lender charges to Its other customers which may be lower(the"index'). The Index is not necessarily the lowest rata charged by Lender on Its bans and Is sot by Lender In its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute Index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The Interest rate change will•not occur more often than each day. Borrower understands that Lander may make loans based on other rates as well. The Index currently is 3.250%per annum. Interest on the unpaid principal balance of this loan will be calculated as described in the'INTEREST CALCULATION METHOD'paragraph using a rate of 0.750 percentage points over the Index,resulting In an Initial rate of 4.000%per annum based on a year of 360 days. NOTICE: Under no circumstances will the interest rate on this loan be more than the maximum rate allowed by applicable law. INTEREST CALCULATION METHOD. Interest on this loon Is computed on a 3651360 basis;that Is.by applying the ratio of the interest rate over a year of 360 days,multiplied by the outstanding principal balance,multiplied by the actual number of days the principal balance is outstanding. All interest payable under this loan is computed using this method. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligationls),remain unchanged artd In full force and effect. Consent by Lender to this Agreement does not waive lender's right to strict performance of the obligation(s)as changed,nor obligate Lender to make any future change In terms. Nothing In this Agreement will constitute a satisfaction of the obligationlal• It is the Intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s),Including accommodation patties,unless a party is expressly released by Lender In writing. Any maker or endorser,including accommodation makers,will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement Is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension,modification or release,but also to all such subsequent actions. IMPORTANT:. READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT AGREEMENTS(EXCEPT EXEMPT TRANSACTIONS)NOW IN EFFECT BETWEEN BORROWER AND LENDER. • PRIOR TO SIGNING THIS AGREEMENT,BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT,INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS CHANGE IN TERMS AGREEMENT AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. BORROWER: DOLPHIN INTERNATIONAL.LLC By: Vijay f Bhatt, Member/M. - -r of DOLPHIN INTERNATIONAL,LLC LENDER: BANK[ (S)RUST COMPA I X w IP _ Pierre!Listing,Vice President axaq„4 un01,Ver..50524 0•a0ne hr,W Ew i.r a.n.s.a....`•rla0o n.o.r.-i,coxa arcs nnF•.O lie f J • 114 i■- "� Cil E-FILED 2014 UUSINESSALIOANDAGREMErvISTRICT COURT isER ............... '' IttakeiR ..................:... . ............... ... ......_:.......... ..iE?!'� .............l1fF ::::::..:..........::.::. ;;:�##��::: <>'<;?;;:_�ir�F''l:: f�:;�<i�»>: ��•:s%�>`,' `:�4��k'�`»>^:::>:::: �:...:::::: ....:: ;; References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or lr m. Any item above containing """"" has been omitted due to text length limitations. Borrower: Dolphin International,LLC Lender: Bankers Trust Company 738 N.Victoria Lane 221 3rd Avenue SE,Suite 150 Palatine,IL 60067 Cedar Rapids,IA 52401 (319)896-7782 THIS BUSINESS LOAN AGREEMENT dated December 10, 2012, is made and executed between Dolphin International, LLC ("Borrower") and Bankers Trust Company ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting,renewing,or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion;and IC) all such Loans shall be and remain subject to the terms and conditions of this Agreement. TERM. This Agreement shall be effective as of December 10, 2012, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges,or until such time as the parties may agree in writing to terminate this Agreement. CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests; (4) evidence of insurance as required below; (SI guaranties; (6) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender's counsel. Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition,Borrower'$ball have provided such other resolutions,authorizations,documents and instruments as Lender or its counsel,may require. • -Y .i y } Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses whicl'reie tfiell due 3nttrayable as specified in this Agreement or any Related Document. Representations and Warranties. The representations and warranties set forth in this Agreement, in the RetetertDocuments, en& n any document or certificate delivered to Lender under this Agreement are true and correct. v-i... *J i No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Eve it oftefault'.under this Agreement or under any Related Document. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, asrof►the date of each disbursement of loan proceeds, as of the date of any renewal,extension or modification of any Loan, and at all times any Ind2l redness exists: Organization. Borrower is a limited liability company which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Illinois. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be,duly qualified as a foreign limited liability company in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 738 N. Victoria Lane, Palatine, IL 60067. Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower's state of organization or any change in Borrower's name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower's business activities. • Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None. Authorization. Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result In a violation of, or constitute a default under (1) any provision of (a) Borrower's articles of organization or membership agreements, or (b) any agreement or other instrument binding upon Borrower or (2) any law,governmental regulation,court decree,or order applicable to Borrower or to Borrower's properties. Financial Information. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (5)years. Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During Exhibit H BUSINESS LOAN AGREEMENT ' Loan No:6001358-9002 (Continued) Page 2 the period of Borrower's ownership of the Collateral,there has been no use,generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance by any person on,under, about or from any of the Collateral. 12) Borrower has no knowledge of,or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use,generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral;or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (31 Neither Borrower nor any tenant,contractor,agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and arty such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances,including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs'under any such laws,and (2) agrees to Indemnify,defend,and hold harmless Lender against any and all claims,losses, liabilities,damages,penalties,and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, Including the obligation to Indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or ITt satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by 4 foreclosure or otherwise. r Litigation and Claims. No litigation, claim, Investigation, administrative proceeding or similar action (including those for unpaid taxes)c) against Borrower is pending or threatened,and no other event has occurred which may materially adversely affect Borrower's financial ry condition or properties,other than litigation,claims,or other events,If any,that have been disclosed to and acknowledged by Lender in o_ writing. Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed,have been 0 filed,and all taxes,assessments and other governmental charges have been paid In full,except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender In writing, Borrower has not entered into or granted any Security w Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly*4 securing repayment of Borrower's Loan and Note,that would be prior or that may in any way be superior to Lender's Security Interests and co rights in and to such Collateral. 10 Binding Effect. This Agreement, the Note, all Security Agreements lif any), and all Related Documents are binding upon the signers thereof, as well as upon their successors,representatives and assigns, and are legally enforceable in accordance with their respective 0 terms. _ Z AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that,so long as this Agreement remains in effect,Borrower will: Q Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all materiel adverse changes in Borrower's financial condition,Z and (2) all existing and all threatened litigation,claims,investigations,administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. C r Financial Records. Maintain its books and records in accordance with GAAP,applied on a consistent basis,and permit Lender to examine m and audit Borrower's books and records at all reasonable times. Financial Statements. Furnish Lander with the following: O Annual Statements. As soon as available,but In no event later than one-hundred-twenty 1120)days after the end of each fiscal year, Borrower's balance sheet and income statement for the year ended,compiled by a certified public accountant satisfactory to Lender. N Interim Statements. As soon as available,but in no event later than thirty 130)days after the end of each month,Borrower's balance 513 sheet and profit and loss statement for the period ended,compiled by a certified public accountant satisfactory to Lender. Tax Returns. As soon as available,but In no event later than one-hundred-twenty 11201 days after the applicable filing date for the tax—I reporting period ended,Borrower's Federal and other governmental tax returns,prepared by a tax professional satisfactory to Lender. 8 Additional Requirements. Upon request, Borrower will also furnish annually,tax returns for the following entities: Shree Sai, Jay C Printing,KVR Management,and RBJ Management,Inc. Z) Guarantors to furnish to Lender annual financial statement prepared on Lender's standard form, or in form otherwise acceptable to Lender,which among other things,shall clearly designate those assets in which others claim joint ownership. Furnish to Lender each year,copies of their tax returns. ` fA113 ''_ p Borrower'Dolphin International,LLC)and Guarantors(Vijay Bhatt and Sudhirkumar Girishbai Bhatt)acknowledge and agree that Lender F•'f.- in its sole discretion, may impose a penalty of $1000.00 each time the required financial information Is not received within the " ` 13111:; aforementioned time frames. Lender may also,impose a covenant violation fee of$1000.00 per violation. Borrower to provide monthly rent rolls and delinquency reports within 30 days after month end. v :C I!_I / p U I * All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent G Sri Cl (� h!Dl basis,end certified by Borrower as being true and correct. Additional Information. Furnish such additional information and statements,as Lender may request from time to time. ra Financial Covenants and Ratios. Comply with the following covenants and ratios: Misr_ Minimum Income and Cash flow Requirements. Other Cash Flow requirements are as follows: sir Borrower must maintain a Debt Service Coverage ratio of at least 1.150 to 1.000. This ratio will be tested annually based on fiscal year end 12/31 financial statements starting with fiscal year end 12/31/2013. Debt Service Coverage Is defined as Net Operating Income divided by scheduled payments on the.54,850,000 term loan and the$100,000 pine of credit. Additional Requirements. Borrower to maintain primary deposit accounts with Lender. �, _ _ —._. it/ BUSINESS LOAN AGREEMENT Loan No: 6001358-9002 (Continued) Page 3 - Borrower is prohibited from making any loans or advances to shareholders,employees or related entities. - Borrower will limit Management Expenses to no more than$250,000.00 per calendar year.Management Expenses are defined as all management fees,payroll,payroll taxes,health insurance premiums and any other employee benefits. - Property Taxes:Borrower will deposit$51,228.00 each month into a Tax Escrow Account at the Lender starting with the month of January, 2013 for(3)three consecutive months. Starting April 2013,the Borrower will deposit$26,614.00 each month into the Tax Escrow Account and monthy thereafter. - Management Fees:Borrower agrees that management fees payable to Shree Sai or its related parties will cease. • Deposit Accounts:Borrower agrees to maintain a deposit account at an Iowa City bank agreed to by the Borrower and Lender. The account will be used for daily cash,check,and money order deposits. The Lender will be granted rights to view the account via online banking services and to concentrate funds,via the ACH system,to the existing Borrower account at the Lender. The Borrower will then use the funds to make disbursements. - Additional Borrower/Guarantor Commitments:Borrower continues to affirm its liability for the$52,500.00 for the Knapp-Warden settlement payment made by the Lender on its behalf In 2012. This debt Is currently accruing at an 8%interest rate. - Capital Expenditures: Borrower agrees that capital expenditures towards the renovation of Building 014 are prohibited. In addition,Borrower will not incur expenses for Repairs&Maintenance beyond normal maintenance expenditures without prior Lender consent. Repairs&Maintenance are defined as routine expenditures for the upkeep and normal operation of the Dolphin Apartment;n Complex. Any expenditures which individually,or in the aggregate,exceeds$25,000 will require the prior consent of the Lender. i PI• Borrower will cause all Excess Cash Flow at the end of each month to be deposited Into a Loan B Escrow Account at the Lender.ftp Excess Cash Flow is defined as monthly Net Operating Income minus the required tax escrow deposit minus required payments on the 0 $4,850,000 term loan and the $100,000 line of credit. Net Operating Income is defined as net rental Income minus all operating ry expenses,minus allowed Management Expenses,and minus allowed Repairs&Maintenance. o Except as provided above,all computations made to determine compliance with the requirements contained in this paragraph shall be made in accordance with generally accepted accounting principles,applied on a consistent basis,and certified by Borrower as being m true and correct. Insurance. Maintain fire and other risk insurance,public liability insurance,and such other insurance as Lender may require with respect to tto Borrower's properties and operations,in form,amounts,coverages and with insurance companies acceptable to Lender. Borrower,upon C4 request of Lender,will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lander,including rn stipulations that coverages will not be cancelled or diminished without at least fifteen 1161 days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be Impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or Is offered a security interest for the Loans,Borrower will provide Lender with such lender's lose payable or other endorsements as Lender may require. 0 Insurance Reports. Furnish to Lender,upon request of Lander, reports on each existing insurance policy showing such information as Lender may reasonably request,including without limitation the following: 111 the name of the insurer; 12) the risks insured; 131 the to amount of the policy; 141 the properties Insured; (5) the then current property values on the basis of which insurance has been obtained,0 and the manner of determining those values;and (61 the expiration date of the policy. In addition,upon request of Lender(however not Z more often then annually), Borrower will have an independent appraiser satisfactory to Lender determine,as applicable,the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. Guaranties. Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the,tmj guarantors named below,on Lender's forms,and In the amounts and under the conditions set forth in those guaranties. T. Names of Guarantors Amounts 0 Vijay J.Bhatt Unlimited Rekhaben V.Bhatt Unlimited 1 Sudhirkumer Ginshbhai Bhatt Unlimited Varsha Sudhir Bhatt Unlimited C7 Other Agreements. Comply with all terms and conditions of all other agreements,whether now or hereafter existing,between Borrower 1 and any other party and notify Lender immediately in writing of any default In connection with any other such agreements. O Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations,unless specifically consented to the contrary by Lender in C writing. Taxes.Charges and Liens. Pay and discharge when due all of its indebtedness and obligations,including without limitation all assessments, taxes,governmental charges,levies and liens,of every kind and nature,imposed upon Borrower or its properties,income,or profits,prior to the date on which penalties would attach,and all lawful claims that,if unpaid,might become a lien or charge upon any of Borrower's "1 01 nA�. r') V %/MCI} properties,income,or profits. Provided however,Borrower will not be required to pay end discharge any such assessment,tax,charge, t� aJ levy,lien or claim so long as (1) the legality of the same shall be contested In gond faith by appropriate proceedings,and 121 Borrower it '�310 1 113 shall have established on Borrower's books adequate reserves with respect to such contested assessment,tax,charge,levy,lien,or claim j'j( /�1 in accordance with GAAP. 7 Performance. Perform and comply,in a timely manner,with all terms,conditions,and provisions set forth in this Agreement,in the Related Nd L I1tQN I I Documents, and in all other instruments end agreements between Borrower and Lender. Borrower shall notify Lender immediately In `j ••Cwriting of any default in connection with any agreement. Operations. Maintain executive and management personnel with substantially the same qualifications end experience as the present executive and management personnel;provide written notice to Lender of any change in executive and management personnel;conduct its 3 1 1 ,i business affairs in a reasonable and prudent manner. `{ Environmental Studies. Promptly conduct and complete,at Borrower's expense,all such investigations,studies,samplings and testings as may be requested by Lender or any governmental authority relative to any substance,or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned,leased or used by Borrower. Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower's properties,businesses and operations,and to the use or occupancy of the Collateral,including without limitation,the Amoricans With Disabilities Act. Borrower may contest in good faith any such law,ordinance, BUSINESS LOAN AGREEMENT Loan No:6001358-9002 (Continued) Page 4 or regulation and withhold compliance during any proceeding,Including appropriate appeals,so long as Borrower has notified Lender in writing prior to doing so and so lorry as, In Lender's sole opinion, Lender's Interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond,reasonably satisfactory to Lender,to protect Lender's Interest. Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts,and records. If Borrower now or at any time hereafter maintains any records (Including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender tree access to such records at all reasonable times and to provide Lender with copies of any records it may request,all at Borrower's expense. Environmental Compliance and Reports. Borrower shall comply In all respects with any and all Environmental Laws:not cause or permit to exist,as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party,on property owned and/or occupied by Borrower,any environmental activity where damage may result to the environment,unless such environmental activity Is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities;shall furnish to Lender promptly and In any event within thirty 130)days after receipt thereof a copy of any notice,summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any Intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments,financing statements, instruments,documents and other agreements as Lender or Its attorneys may reasonably request to r, evidence and secure the Loans and to perfect all Security Interests. m Subordination..Prior to disbursement of any Loan proceeds,deliver to Lender subordination agreements on Lender's forms,executed by Borrower's creditors named below, subordinating all of Borrower's Indebtedness to such creditors, or such lesser amounts as may be o agreed to by Lender In writing,and any security interests in collateral securing that Indebtedness to the Loans end security Interests of- Lender. co Names of Creditor Total Amount of Debt m Vijay J.Bhatt $222,000.00. RECOVERY OF ADDITIONAL COSTS. If the Imposition of or any change in any law, rule, regulation or guideline, or the Interpretation or ro application of any thereof by any court or administrative or governmental authority(including any request or policy not having the force of law))' shall Impose, modify or make applicable any taxes (except federal, state or local Income or franchise taxes imposed on Lender), reserve rn requirements,capital adequacy requirements or other obligations which would (A) increase the cost to Lender for extending or maintaining the.D credit facilities to which this Agreement relates, (B) reduce the amounts payable to Lender under this Agreement or the Related Documents, or IC) reduce the rate of return on Lander's capital as a consequence of Lender's obligations with respect to the credit facilities to which this Agreement relates,then Borrower agrees to pay Lender such additional amounts as will compensate Lender therefor,within five(5)days after 0 Lender's written demand for such payment, which demand shall be accompanied by en explanation of such imposition or charge and a calculation In reasonable detail of the additional amounts payable by Borrower,which explanation and calculations shall be conclusive In the absence of manifest error. 0 LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if , Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to C) discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents,Lender on!— Borrower's behalf may(but shell not be obligated to)take any action that Lender deems appropriate,including but not limited to discharging or paying all taxes,liens,security interests,encumbrances and other claims,at any time levied or placed on any Collateral and paying all costs for insuring,maintaining end preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear Interest at 0 the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become'11 a part of the Indebtedness and, at Lender's option, will (Al be payable on demand; 181 be added to the balance of the Note and be p apportioned among and be payable with any installment payments to become due during either Ill the term of any applicable Insurance pokey;(o or 12) the remaining term of the Note;or (CI be treated as a balloon payment which will be due and payable at the Note's maturity. NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect,Borrower shall not,without the C7 prior written consent of Lender: Indebtedness and Liens. Ill Except for trade debt Incurred in the normal course of business and indebtedness to Lender contemplated by AO this Agreement,create,incur or assume indebtedness for borrowed money,including capital leases, (2) sell,transfer,mortgage,assign,c pledge,lease,grant a security interest in,or encumber any of Borrower's assets(except es allowed as Permitted Liens),or 13) sell with,'D recourse any of Borrower's accounts,except to Lender. Continuity of Operations. 11) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations,liquidate,merge,transfer,acquire or consolidate with any other entity,change its name,dissolve or transfer or sell y k 01 ', .1.1 3 Vrr_-_ 1 Collateral out of the ordinary course of business,or (31 make any distribution with respect to any capital account,whether by reduction of capital or otherwise. i.Jf'JA113 Loans, Acquisitions and Guaranties. II) Loan, Invest in or advance money or assets to any other person, enterprise or entity, (21 purchase,create or acquire any Interest in any other enterprise or entity,or 131 incur any obligation as surety or guarantor other than in c ! the ordinary course of business. (lid L I AUII '1101 Agreements. Enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower's obligations under this Agreement or in connection herewith. CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower,whether under this Agreement or under any 8 p- I other agreement,Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in zi default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies,becomes incompetent or becomes insolvent,files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; ICI there occurs a material adverse change in Borrower's financial condition, In the financial condition of any Guarantor,or in the value of any Collateral securing any Loan;or ID) any Guarantor seeks,claims or otherwise attempts to limit,modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender;or (E) Lender in good faith deems Itself insecure,even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Borrower's accounts with Lender(whether checking,savings,or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may • BUSINESS LOAN AGREEMENT Loan No:6001358-9002 (Continued) Page 5 open in the future. However,this does not Include any IRA or Keogh accounts,or any truet accounts for which setoff would be prohibited by law. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the Indebtedness against any and all such accounts,and,at Lender's option,to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided In this paragraph. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower fails to comply with or to perform any other term,obligation,covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term,obligation,covenant or condition contained In any other agreement between Lender and Borrower. False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading In any material respect,either now or at the time made or furnished or becomes tatse or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continuo Is made), any member withdraws from Borrower,or any other termination of Borrower's existence as a going business or the death of any member,the insolvency of Borrower, the appointment of a receiver for any pert of Borrower's property,any assignment for the benefit of creditors,any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency taws by or against Borrower. m Defective Collatere&ation. This Agreement or any of the Related Documents ceases to be in full force end effect(including failure of any M collateral document to create a valid and perfected security interest or lien)at any time end for any reason. F Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,O repossession or any other method,by any creditor of Borrower or by any governmental agency against any collateral securing the Loan.m This includes a garnishment of any of Borrower's accounts,including deposit accounts,with Lander. However,this Event of Default shall o not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or? forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or co a surety bond for the creditor or forfeiture proceeding,in an amount determined by Lender,in its sole discretion, as being an adequate m reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any to Guarantor dies or becomes incompetent,or revokesor disputes the validity of,or liability under,any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan Is impaired. Insecrrfty. Lender in good faith believes itself Insecure. c_ EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shell occur,except where otherwise provided In this Agreement or the Related I Documents,all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will Z terminate(including any obligation to make further Loan Advances or disbursements),and,at Lender's option,all Indebtedness immediately will( become due and payable,all without notice of any kind to Borrower,except that In the case of an Event of Default of the type described In the z "Insolvency"subsection above,such acceleration shall be automatic and not optional. In addition,Lender shall have all the rights and remedies , provided in the Related Documents or available at law,in equity,or otherwise. Except as may be prohibited by applicable law,all of Lender's 0 rights end remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not[— exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any 93 Grantor shall not effect Lender's right to declare a default and to exercise Its rights and remedies. ADDITIONAL TERMS.Borrower acknowledges that this loan Is cross defaulted and cross collateralized with all other debt to Lender. 0 MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement,together with any Related Documents,constitutes the entire understanding and agreement of the parties-T-i as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing xi and signed by the party or parties sought to be charged or bound by the alteration or amendment. 5 Attorneys'Fees:Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses,including Lender's attorneys'fees n and Lender's legal expenses,incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help O enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses Include Lender's C attorneys' fees and legal expenses whether or not there is a lawsuit, Including attorneys' fees end legal expenses for bankruptcy 0 proceedings(including efforts to modify or vacate any automatic stay or Injunction),appeals,and arty anticipated post-judgment collection services. Borrower also shall pay ell court costa and such additional fees as may be directed by the court. t k r } •� Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the ‘4:i10 t A 110 Vril i; provisions of this Agreement. )isd 313 AI Consent to Loan Participation. Borrower agrees end consents to Lender's sale or transfer, whether now or later, of one or more participation interests In the Loan to one or more purchasers,whether related or unrelated to Lender. Lender may provide,without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about EEi (+ 'f J Borrower or about any other matter relating to the Loan,and Borrower hereby waives any rights to privacy Borrower may have with respect �J •Ci h O L I ftUI7 j OL to such matters. Borrower additionally waives any and all notices of sale of participation interests,as well as ell notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan end will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later l 3 —1 I - g against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may 1 •9 enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower `�. .,sly further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. Governing Law. This Agreement will be governed by federal law applicable to Lender end,to the extent not preempted by federal law,the laws of the State of Iowa without regard to Its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Iowa. Choice o1 Venue. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Linn County, State of Iowa. • BUSINESS LOAN AGREEMENT Loan No:6001358-9002 (Continued) Page 6 No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver Is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower,or between Lender and any Grantor,shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shell not constitute continuing consent to subsequent instances where such consent is required end In all cases such consent may be granted or withheld In the sole discretion of Lander. Notices. Any notice required to be given under this Agreement shall be given in writing,and shall be effective when actually delivered, when actually received by telefecsimile(unless otherwise required by!awl,when deposited with a nationally recognized overnight courier, or,if mailed,when deposited in the United States mail,as first class,certified or registered mall postage prepaid,directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided or required by law,it there is more then one Borrower,any notice given by Lender to any Borrower Is deemed to be notice given to all Borrowers. Severabity. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid,or unenforceable as to any circumstance,that finding shall not make the offending provision Illegal,invalid,or unenforceable as to any other circumstance. If feasible, the offending provision shell be considered modified so that It becomes legal,valid and enforceable. If the offending provision cannot be so IT modified,it shall be considered deleted from this Agreement. Unless otherwise required by law,the illegality,invalidity,or unenforceability-n of any provision of this Agreement shall not effect the legality,validity or enforceability of any other provision of this Agreement. m Subsidiaries and Affiliates of Borrower. To tie extent the context of any provisions of this Agreement makes it appropriate, including 0 without limitation any representation,warranty or covenant,the word'Borrower"as used In this Agreement shall Include all of Borrower's to subsidiaries end affiliates. Notwithstanding the foregoing however,under no circumstances shall this Agreement be construed to require c, Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. a Successors and Assign. All covenants and agreements by or on behalf of Borrower contained In this Agreement or any Related rCrl Documents shall bind Borrower's successors end assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower la shall not, however,have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written o consent of Lender. Survival of Representations and Warranties, Borrower understands and agrees that in making the Loan, Lender is relying on all a representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by rn Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties end covenants will survive the making of the Loan and delivery to Lender of the Related Documents,shall be continuing in nature,and shall remain in full force and effect until such time as Borrower's Indebtedness shell be paid in full,or until this Agreement shall be terminated in the manner provided above,whichever is the lest to occur, Z Time is of the Essence. Time is of the essence In the performance of this Agreement. to Waive Ju ry, All parties to this Agreement hereby waive the right to any jurytrial in any action,proceeding,or counterclaim brought by any O party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically 2 stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms Irl used in the singular shall include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not" otherwise defined In this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: c Advance. The word'Advance"means a disbursement of Loan funds made,or to be made,to Borrower or on Borrower's behalf on a line(n of credit or multiple advance basis under the terms and conditions of this Agreement. Agreement. The word'Agreement"means this Business Loan Agreement,as this Business Loan Agreement may be amended or modified 5 from time to time,together with ell exhibits and schedules attached to this Business Loan Agreement from time to time. —I Borrower. The word"Borrower"means Dolphin International,LLC and includes ell co-signers and co-makers signing the Note and all their 8 successors and assigns. Collateral. The word'Collateral"means all property and assets granted es collateral security for a Loan,whether real or personal property,Eli whether granted directly or indirectly, whether granted now or In the future, and whether granted in the form of a security Interest, mortgage,collateral mortgage,deed of trust,assignment,pledge,crop pledge,chattel mortgage,collateral chattel mortgage,chattel trust. ?('1 r �'} ., t + factor's lien,equipment trust,conditional sale,trust receipt,lien,charge,lien or title retention contract,lease or consignment Intended as a r r l U .J 1.t l(.;; security device,or any other security or lien Interest whatsoever,whether created by law,contract,or otherwise. ). 31 3 A 113 Environmental Laws. The words "Environmental Laws' mean any end all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, es amended,42 U.S.C. Section 9601,et seq. ("CERCLA"),the Superfund Amendments and 6S L•CG Li-J J (�f� I L '1 I O1L Reauthorization Act of 1986,Pub.L.No.99-499('SARA"1,the Hazardous Materiels Transportation Act,49 U.S.C.Section 1801,et seq., a (1U the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words"Event of Default"mean any of the events of default set forth in this Agreement in the default section of this v^= ser. Agreement. GAAP. The word"GAAP"means generally accepted accounting principles. Greeter. The word'Grantor" means each and all of the persons or entities granting a Security Interest In any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. Guarantor. The word'Guarantor'means any guarantor,surety,or accommodation party of any or all of the Loan. Guaranty. The word"Guaranty"means the guaranty from Guarantor to Lender,including without limitation a guaranty of all or part of the Note. • Hazardous Substances. The words 'Hazardous Substances" mean materials that, because of their quantity, concentration or physical, BUSINESS LOAN AGREEMENT Loan No:6001358-9002 (Continued) Page 7 chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and Include without limitation any and all hazardous or toxic substances,materials or waste as defined by or listed under the Environmental Laws. The term'Hazardous Substances"also includes,without limitation,petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word'Indebtedness"means the Indebtedness evidenced by the Note or Related Documents,Including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. Lender. The word"Lender'means Bankers Trust Company,its successors and assigns. Loan. The word "Loan' means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing,and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement,from time to time. Note. The word "Note"means the Note dated December 10,2012 end executed by Dolphin International,LLC in the principal amount of *4,850,000.00,together with all renewals of,extensions of,modifications of,refinancings of,consolidations of,end substitutions for the note or credit agreement. Permitted Liens. The words"Permitted Liens"mean 111 liens and security Interests securing Indebtedness owed by Borrower to Lender;m 12) liens for taxes, assessments, or similar charges either not yet clue or being contested in good faith; 13) liens of materialmen, mechanics,warehousemen,or carriers,or other tike liens arising in the ordinary course of business and securing obligations which are not F yet delinquent; 14) purchase money liens or purchase money security interests upon or In any property acquired or held by Borrower in the m ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be Incurred under the v paragraph of this Agreement titled"Indebtedness and Liens"; 151 liens and security interests which, as of the date of this Agreement,N have been disclosed to and approved by the Lender in writing;and (81 those liens and security interests which in the aggregate constitute o an immaterial end insignificant monetary amount with respect to the net value of Borrower's assets. .a. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements. environmental m agreements, guaranties,security agreements,mortgages,deeds of trust,security deeds,collateral mortgages, and all other instruments,m agreements and documents,whether now or hereafter existing,executed in connection with the Loan. Security Agreement. The words 'Security Agreement" mean and include without limitation any agreements, promises, covenants,w arrangements,understandings or other agreements,whether created by law,contract,or otherwise,evidencing,governing,representing,or 1. creating a Security Interest. Security Interest. The words "Security Interest" mean, without limitation, any and ell types of collateral security, present and future, whether In the form of a lien, charge,encumbrance, mortgage,deed of trust, security deed, assignment, pledge, crop pledge, chattel r_ mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention 0 contract,lease or consignment Intended as a security device,or any other security or lion Interest whatsoever whether created by law, contract,or otherwise. to BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO Z ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED DECEMBER 10,2012. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS BUSINESS LOAN AGREEMENT AND ALL OTHER DOCUMENTS P. RELATING TO THIS DEBT. m BORROWER: 0 m _ DOLPHIN INTERNATIONAL,LLC (n 1 By: 1 Vijay Member/Manager of Dolphin C7 Intern nal,LLC p t' LENDER: 7J 13 01 1A 110 Vf rri�,L ! BANKERS RU T COMPANY 14 6S :C E1d L I 110H h I By: Pierre Ku ting,Vice President a w K r T"r"'�n warn v.ry .,r.a,a 01 C.,."....,........s,..."..w.:"n.et, ...r......,... . a � 8 E-FILED 201 ti tleE40Pcial-At cAGREEIMEN3TstRicr COURT • Principal Loan Mite Maturity Loan No I Call C01 � # •h lu+ q.i . $4,850,000.00 12-10-2012 12.10-2015 6001358-• `0002 i 11)00 e,!!!=:•.;z a+a c'„a e 3 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or -m. rM Any Item above containing'•••”has been omitted due to text length limitations. Borrower: Dolphin International,LLC Lender: Bankers Trust Company 738 N.Victoria Lene 221 3rd Avenue SE,Suite 150 Palatine.1L 60067 Cedar Rapids,IA 52401 (319)896-7782 IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THE LOAN AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THE WRITTEN LOAN AGREEMENT MAY BE LEGALLY ENFORCED. BORROWER MAY CHANGE THE TERMS OF THE LOAN AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. As used in this Notice,the following terms have the following meanings: Loan. The term "Loan' means the following described loan: a Variable Rate Nondisciosable Loan to a Limited Liability Company for 94,850,000.00 due on December 10,2015. This is a secured renewal of the following described indebtedness: A Promissory Note dated April 15, 2012 in the amount of $8,936,211.20 to mature on October 16, 2012 and a Change In Terms Agreement dated October 11,2012 In the amount of 98,837,496.45 to mature on December 31,2012. Loin Agreement. The term "Loan Agreement'.moans one or more promises,promissory notes, agreements,undertakings,security agreements,deeds of trust or other documente,or commitments,or any combination of those actions or documents,relating to the Loan,including without limitation the following: LOAN DOCUMENTS Business Loan Agreement Promissory Note IA Commercial Guaranty: Vijay J.Bhatt IA Commercial Guaranty: Rekhaben V.Bhatt IA Commercial Guaranty: Sudhlrkumar Glriahbhai Bhatt IA Commercial Guaranty: Vareha Sudhlr Bhatt IL Commercial Security Agreement: All Inventory,Chattel IL National UCC Financing Statement(Rev.05/22/02): All Paper,Accounts,Equipment and General Intangibles;owned Inventory,Chattel Paper,Accounts,Equipm by Dolphin International,LLC Agreement to Provide Insurance: All Inventory,Chattel Paper, Disbursement Request and Authorization Accounts,Equipment and General Intangibles;owned by Dolphin Notice of Final Agreement International,LLC Parties. The term"Parties" means Bankers Trust Company and any and all entitles or individuals who are obligated to repay the loan or have pledged property as security for the Loan,Including without limitation the following: Borrower: Dolphin International,LLC Grantor(s): Dolphin International,LLC Guarantor 1: Vijay J.Bhatt Guarantor 2: Rekhaben V.Bhatt Guarantor 3: Sudhirkumar Girishbhal Bhatt Guarantor 4: Varsha Sudhir Rhett Each Party who signs below,other then Bankers Trust Company,acknowledges,represents,and warrants to Bankers Trust Company that It has received,read and understood this Notice of Hnal Agreement. This Notice is dated December 10.2012. BORROWER: DOLPHIN INTERNATIONAL,LLC By: Vijay Member/Manager of Dolphin' Intern I,LLC GUARANTOR; • X Vijay J.B a ,Individually GUARANTOR: { __ Rekk1hCherr,Individually Exhibit I • fv S I� "2 " r i �a • ' CI mare w rn .73 • ITD } • g Cr! • • 1 di • NOTICE OF FINAL AGREEMENT -- Loan No:6001358-9002 (Continued) Page 2 GUARANTOR: �- SuttlrirYumar Glrlshbhai Shalt.Individua GUARANTOR: Vataha SLAIN,Matt.Individuolly LENDER: BANKERS 7UST CAMP - X ti VP .010>La.,.I LP.10.0a hie.moms roe* NM,00.MI.=Simms!. OKALIMMLIC MM.MA T rn • m 0 to O A to m v 0 to A Ot T] C.. Q Z 0 2 Z CP m m 0 T 0 y 1 n 0 O c "r t 01 'Ai 13 V�,� 1313 I110 • 0p L I tiGN'IIOZ E: • f �: f h i' � E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRIIIId@URII1 II II I 1 IIII I it 11I11I11l1I Doc ID: 021068980011 Type: GEN Recorded: 01/28/2008 at 03:20:52 PM Fee Amt: $57.00 Pace 1 of 11 Johnson County Iowa Kim Painter County Recorder 8K4257 PG780-790 259$0 FOR RECORDER'S USE ONLY Prepared By: Michelle A.Johnson,Documentation Specialist, Bankers Trust Company,N.A., 221 3rd Avenue SE, Suite 150, Cedar Rapids, IA 52401,(319)896-7782 ADDRESS TAX STATEMENT: Dolphin International,LLC; 738 N.Victoria Lane;Palatine,IL 60067 RECORDATION REQUESTED BY: Bankers Trust Company, N.A.; 221 3rd Avenue SE,Suite 150;Cedar Rapids, IA 52401 WHEN RECORDED MAIL TO: Bankers Trust Company, N.A.; 221 3rd Avenue SE,Suite 150; Cedar Rapids, IA 52401 MORTGAGE THIS IS A PURCHASE MONEY MORTGAGE The names of all Grantors (sometimes "Grantor") can be found on page 1 of this Mortgage. The names of all Grantees (sometimes "Lender"I can be found on page 1 of this Mortgage. The property address can be found on page 1 of this Mortgage. The legal description can be found on page 1 of this Mortgage. THIS MORTGAGE dated January 23, 2008, is made and executed between Dolphin International, LLC, whose address is 738 N. Victoria Lane, Palatine, IL 60067 (referred to below as "Grantor") and Bankers Trust Company, N.A., whose address is 221 3rd Avenue SE, Suite 150, Cedar Rapids, IA 52401 (referred to below as "Lender"). GRANT OF MORTGAGE. For valuable consideration, Grantor mortgages and conveys to Lender and grants to Lender a security interest in all of Grantor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; rents and profits; all easements, rights of way, and appurtenances; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in Johnson County, State of Iowa: A PORTION OF THE EAST HALF OF SECTION 23, AND A PORTION OF THE WEST HALF OF SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE; DESCRIBED AS FOLLOWS: - COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23, TOWNSHIP 79 NORTH, RANGE 6; WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE" � S89°37'07"W, 1318.71 FEET; THENCE N00°02'09"E, 2649.23 FEET; THENCE N88°59'27"E, 6 6 519.72 FEET; THENCE SOO°01'10"E, 21.04 FEET; THENCE S51°18'30"E, 182.73 FEET; THENCE S38°40'30"W, 125.00 FEET; THENCE S51°18'40"E, 300.14 FEET; THENCE N38°39'20"E, 125.00 FEET; THENCE S51°15'00"E, 195.00 FEET; THENCE N38°35'50"E, 320.00 FEET; THENCE N51°17'38"W, 194.96 FEET; THENCE N38°42'53"E, 194.53 FEET TO THE POINT OF BEGINNING; THENCE N38°43'46"E, 550.11 FEET; THENCE N06°46'05"W, 84.92 FEET; THENCE N38°28'45"E, 150.02 FEET; THENCE S51°22'51"E, 1044.09 FEET; THENCE S38°35'58"W, 682.93 FEET; THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'50"W; THENCE N89°58'18"W, 41.71 FEET; THENCE N00°04'51"E, 101.71 FEET; THENCE N51°21'59"W, 825.76 FEET TO SAID POINT OF BEGINNING,CONTAINING 17.54 ACRES The Real Property or its address is commonly known as 2401 Highway 6 East,Iowa City,IA 52240. Exhibit J E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-9001 (Continued) Page 2 The Real Property or its address Is commonly known as 2401 Highway 6 East, Iowa City,IA 52240. CROSS-COLLATERALIZATION. In addition to the Note, this Mortgage secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable Individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. Grantor presently assigns to Lender all of Grantor's right, title, and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. The lien on the rents granted in this Mortgage shall be effective from the date of the Mortgage and not just in the event of default. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor shall pay to Lender all amounts secured by this Mortgage as they become due and shall strictly perform all of Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: None of the collateral for the Indebtedness constitutes, and none of the funds represented by the Indebtedness will be used to purchase: (1) Agricultural products or property used for an agricultural purpose as defined in Iowa Code Section 535.13; (2) Agricultural land as defined in Iowa Code Section 9H1 (2) or 175.2 (1); or (3) Property used for an agricultural purpose as defined in Iowa Code Section 570.A.1 (2). Grantor represents and warrants that: (1) There are not now and will not be any wells situated on the Property; (2) There are not now and will not be any solid waste disposal sites on the Property; (3) There are not now and there will not be any hazardous wastes on the Property; (4) There are not now and there will not be any underground storage tanks on the Property. Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property; (2) use,operate or manage the Property;and (3) collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of the Property,there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to cn believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous C MENr Substance on,under, about or from the Property by any prior owners or occupants of the Prop73`rty, or (c) any actual or threatened litigation or claims of any kind by any person relating to'such matters; and (3) Except as previously disclosed to and acknowledged by Lender in writing,c,(9) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shied. e, —p rn generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with.all £— applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make ccg such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or Indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-9001 (Continued) Page 3 Grantor's ownership or interest in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in the Property,whether by foreclosure or otherwise. Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, Including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as,in Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond,reasonably satisfactory to Lender,to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE -CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed,'--' installment sale contract, land contract, contract for deed, leasehold interest with a term greater than`-_' three(31 years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in of to any land trust holding title to the Real Property,or by any other method of conveyance of-an interest j ""ate in the Real Property. If any Grantor is a corporation, partnership or limited liability compan` transfer,: , also includes any change in ownership of more than twenty-five percent (25%) of the vdting stock,— partnership interests or limited liability company interests, as the case may be, of such:Grantor-J However,this option shall not be exercised by Lender if such exercise is prohibited by federphlf or byv Iowa law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part qf- this Mortgage: Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having priority over or equal to the interest of Lender under this Mortgage, except for those liens specifically agreed to in writing by Lender, and except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest In the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15)days after the lien arises or,if a lien is filed, within fifteen(15)days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees,or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-9001 (Continued) Page 4 Property. Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage: Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of fifteen (15) days' prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure to give such notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may,, appear. Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing: (1) 3he:name,5 -71 of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insaredr,the`� ...... then current replacement value of such property,and the manner of determining that valueranc (5)— the expiration date of the policy. Grantor shall, upon request of Lender, have an indgpendant ' appraiser satisfactory to Lender determine the cash value replacement cost of the Property,._.. I" "7:1 LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materiaHr effect Lender's interest in the Property or if Grantor fails to comply with any provision of this Mortgage:'or-any ,-- Related Documents, including but not limited to Grantor's failure to discharge or pay when'doe any " amounts Grantor is required to discharge or pay under this Mortgage or any Related Documentt, Lender O on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note;or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-9001 (Continued) Page 5 WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage: Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy, title report,or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage, (b) Grantor has the full right, power, and authority to execute and deliver this Mortgage to Lender, and (c) the liens granted hereby are not the type of lien referred to in Chapter 575 of the Iowa Code Supplement, as now enacted or hereafter modified, amended or replaced. Grantor,for itself and all persons claiming by, through or under Grantor, agrees that it claims no lien or right to a lien of the type contemplated by Chapter 575 or any other chapter of the Code of Iowa and further waives ell notices and rights pursuant to said law with respect to the liens hereby granted, and represents and warrants that it is the sole party entitled to do so and agrees to indemnify,defend, and hold harmless Lender from any loss, damage, and costs, including reasonable attorneys' fees, threatened or suffered by Lender arising either directly or indirectly as a result of any claim of the applicability of said law to the liens hereby granted. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver,or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws,ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid in full. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of thiso_ Mortgage: r' Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender inj .71 writing, and Grantor shall promptly take such steps as may be necessary to defend the action and",‹ obtain the award. Grantor may be the nominal party in such proceeding, but Lender hal(be— m� entitled to participate in the proceeding and to be represented in the proceeding by cour)eef its-- own choice, and Grantor will deliver or cause to be delivered to Lender such instrument and r documentation as may be requested by Lender from time to time to permit such participatidn, Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at it§election " require that all or any portion of the net proceeds of the award be applied to the Indebtedness or 9 the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all reasonable costs, expenses, and attorneys' fees incurred by Lender in connection with the condemnation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Mortgage: Current Taxes,Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor. Subsequent Taxes. If any tax to which this section applies Is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-9001 (Continued) Page 6 above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage in the real property records, Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Fixture Filing. From the date of its recording, this Mortgage shall be effective as a financing statement filed as a fixture filing with respect to the Personal Property and for this purpose, the name and address of the debtor is the name and address of Grantor as set forth on the first page of this Mortgage and the name and address of the secured party is the name and address of Lender as set forth on the first page of this Mortgage. Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Mortgage. FURTHER ASSURANCES;ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Mortgage: Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make,execute and deliver,or will cause to be made,executed or delivered,to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (1) Grantor's obligations under the Note, this Mortgage, and Related Documents, and (2) the liens and security interests created by this Mortgage as first and prior liens on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing, Grantor shall reimburse Leoddr for al costs and expenses incurred in connection with the matters referred to in this paragraph.;:.> Attorney-In-Fact. If Grantor fails to do any of the things referred to in the preceding Eagreph" P� Lender may do so for and in the name of Grantor and at Grantor's expense. For such-ptiopses,''I � Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact for the purpose ei+'.ritaking� 5 ' t executing, delivering, filing, recording, and doing all other things as may be necessary or desirable in Lender's sole opinion,to accomplish the matters referred to in the preceding paragraph. FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise performs all theme obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a- suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay, if permitted by applicable law, any reasonable termination fee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Mortgage: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Mortgage or the Related Documents is false or misleading E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-9001 (Continued) Page 7 in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect(including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member,the insolvency of Grantor,the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender,in its sole discretion, as being an adequate reserve or bond for the dispute. Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender,whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent,or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any;tim4 ' t thereafter, Lender, at Lender's option, may exercise any one or more of the following tights-,anc � _ remedies,in addition to any other rights or remedies provided by law: r- Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Inds tdr)ess-"'1 „.�„� immediately due and payable, including any prepayment penalty that Grantor would be required to t pay without notice,except as may be expressly required by applicable law. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have al!3he rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and collect the Rents, including amounts past due and unpaid,and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person,by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property. Nonjudicial Foreclosure. Lender may exercise the right to non-judicial foreclosure pursuant to Iowa Code Section 654.18 and Chapter 655A as now enacted or hereafter modified, amended or replaced. • E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-9001 (Continued) Page 8 Deficiency Judgment. If permitted by applicable law, Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance- If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option,either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender. This paragraph is subject to any rights of Grantor, under Iowa law, to remain in possession of the Property during a redemption period. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity. Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all right to have the Property marshalled. In exercising Its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition o! the Personal Property is to be made. Reasonable notice shall mean notice given at least ten (10)-71 days before the time of the sale or disposition. Any sale of the Personal Property may be made in.... conjunction with any sale of the Real Property. c_,) Shortened Redemption. Grantor hereby agrees that, in the event of foreclosure of this MoF:tgage, �v Lender may, at Lender's sole option, elect to reduce the period of redemption pursuaritio lbwa�l Code Sections 628.26, 628.27, or 628.28, or any other Iowa Code Section, to such tient 'Jnay t . be then applicable and provided by law. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any _. other remedy, and an election to make expenditures or to take action to perform an obligatrori of Grantor under this Mortgage, after Grantor's failure to perform, shall not affect Lender'sright to t-:3 declare a default and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so as to limit or restrict the rights and remedies available to Lender following an Event of Default, or in any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor and/or against any other co-maker, guarantor, surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees and title insurance,to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. NOTICES. Any notice required to be given under this Mortgage, including without limitation any notice of default and any notice of sale shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage shall be sent to Lender's address, as shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-9001 (Continued) Page 9 the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Lender, upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net operating income" shall mean ail cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Governing Law. This Mortgage will be governed by federal law applicable to Lender and, to the extent not preempted by federal law,the laws of the State of Iowa without regard to its conflicts of law provisions. This Mortgage has been accepted by Lender in the State of Iowa. Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Linn County, State of Iowa. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid,or unenforceable as to any circumstance,that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Mortgage shall not affect the legality, validity or enforceability of any other provision of th ' Mortgage. • Merger. There shall be no merger of the interest or estate created by this Mortgage with arry,othr—' -d interest or estate in the Property at any time held by or for the benefit of Lender in arty:c acit ,c 1.1104ID without the written consent of Lender, - _•' Successors and Assigns. Subject to any limitations stated in this Mortgage on transfer of-i$tahtor s 5^�a interest, this Mortgage shall be binding upon and inure to the benefit of the pt:4( 1. their-` a j successors and assigns. If ownership of the Property becomes vested in a person.oth!Qh:their: f,.,,� Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference tq, rty this Mortgage and the Indebtedness by way of forbearance or extension without releasing Grantor- from the obligations of this Mortgage or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Mortgage. Release of Rights of Dower, Homestead and Distributive Share. Each of the undersigned hereby relinquishes all rights of dower, homestead and distributive share in and to the Property and waives all rights of exemption as to any of the Property. If a Grantor is not an owner of the Property,that Grantor executes this Mortgage for the sole purpose of relinquishing and waiving such rights. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Dolphin International, LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns. Default. The word "Default" means the Default set forth in this Mortgage in the section titled "Default". Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-9001 (Continued) Page 10 Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Mortgage in the events of default section of this Mortgage. Grantor. The word "Grantor" means Dolphin International, LLC. Guarantor. The word "Guarantor" means any guarantor, surety,or accommodation party of any or all of the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest and late fees, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortgage, together with interest on such amounts as provided In this Mortgage. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Mortgage. Lender. The word "Lender" means Bankers Trust Company,N.A.,its successors and assigns. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender. Note. The word "Note" means the promissory note dated January 23, 2008, in the original principal amount of $7,300,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. The maturity date of this Mortgage is January 23, 2011. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums)from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. ry rCt17 -0 nO �...d • E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-9001 (Continued) Page 11 GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS MORTGAGE AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: DOLPHIN INTERNATIONAL, LLC By: Vijay . att, Member/Manager of Dolphin International, LLC LIMITED LIABILITY COMPANY ACKNOWLEDGMENT 1 STATE OF Lc / ►SS COUNTY OF _ }`1444 On this g314 day of , A.D., 20 , before me, the undersigned Notary Public in said ounty and Sta , personally appeared Vijay J. Bhatt, Member/Manager of Dolphin International,LLC,to me personally known, who being by me duly sworn, did say that he or she is a member or designated agent of said limited liability company, and that the instrument was signed and sealed on behalf of the limited liability company by authority of the limited liability company and the member or designated agent acknowledged the execution of the instrument to be the voluntary act and deed of the limited liability company byy � it and by the member or designated agent voluntarily executed. `geL(l ktC/114 Notary Public in the State of .31; eowtNA MC EES Commission Number 144880 MY 0 MIBai Es LASER PRO Lending, Ver. 5.39.00.008 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights Reserved. -IA C:\CFI\LPL\G03.FC TR-16387 PR-20 av -< z<f"6 —O 1 • i E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF f 11Pnim � RId ilh h'., ;` IiiL ryUNIIIYI�II ii�IU'! Doc ID: 021187280011 tvoe: GEN Recorded: 06/09/2008 at 03;32:20 PM Fee Amt: $57.00 Paae 1 of 11 Johnson County Iowa ^� Kim Painter County Recorder rT BK4309 PG412`422CD e. .� -o rn 0 FOR RECORDER'S USE ONLY Prepared By: Marlene R. Weeks, AVP, Bankers Trust Company, N.A., 221 3rd Avenue SE,Suite 150, Cedar Rapids, IA 52401, (319)896-7782 RECORDATION REQUESTED BY; Bankers Trust Company, N.A.; 221 3rd Avenue SE, Suite 150; Cedar Rapids, IA 52401 WHEN RECORDED MAIL TO: Bankers Trust Company, N.A.; 221 3rd Avenue SE, Suite 150; Cedar Rapids, IA 52401 MORTGAGE NOTICE: This Mortgage secures credit in the amount of S250,000.00. Loans and advances up to this amount, together with interest, are senior to indebtedness to other creditors under subsequently recorded or filed mortgages and liens. The names of all Grantors (sometimes "Grantor") can be found on page 1 of this Mortgage. The names of all Grantees (sometimes "Lender") can be found on page 1 of this Mortgage. The property address can be found on page 2 of this Mortgage. The legal description can be found on page 1 of this Mortgage. THIS MORTGAGE dated June 6, 2008, is made and executed between Dolphin International, LLC, whose address is 738 N. Victoria Lane, Palatine, IL 60067 (referred to below as "Grantor") and Bankers Trust Company, N.A., whose address is 221 3rd Avenue SE, Suite 150, Cedar Rapids, IA 52401 (referred to below as "Lender"). GRANT OF MORTGAGE. For valuable consideration, Grantor mortgages and conveys to Lender and grants to Lender a security interest in all of Grantor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; rents and profits; all easements, rights of way, and appurtenances; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in Johnson County,State of Iowa: A PORTION OF THE EAST HALF OF SECTION 23, AND A PORTION OF THE WEST HALF OF SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23,TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE S89°37'07"W, 1318.71 FEET; THENCE N0O°02'09"E, 2649.23 FEET; THENCE N88°59'27"E, 519.72 FEET; THENCE S00°01'10"E, 21.04 FEET; THENCE S51°18'30"E, 182.73 FEET; THENCE S38°40'30"W, 125.00 FEET; THENCE S51°18'40"E, 300.14 FEET; THENCE N38°39'20"E, 125.00 FEET; THENCE S51°15'00"E, 195.00 FEET; THENCE N38°35'50"E, 320.00 FEET; THENCE N51°17'38"W, 194.96 FEET; THENCE N38°42'53"E, 194.53 FEET TO THE POINT OF BEGINNING; THENCE N38°43'46"E, 550.11 FEET; THENCE N06°46'05"W, 84.92 FEET; THENCE N38°28'45"E, 150.02 FEET; THENCE S51°22'51"E, 1044.09 FEET; THENCE S38°35'58"W, 682.93 FEET; THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'50"W; THENCE N89°58'18"W, 41.71 FEET; THENCE N00°04'51"E, 101.71 FEET; THENCE N51°21'59"W, 825.76 FEET TO SAID POINT OF BEGINNING,CONTAINING 17.54 ACRES E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0001 (Continued) Page 2 The Real Property or its address is commonly known as 2401 Highway 6 East,Iowa City, IA 52240. CROSS-COLLATERALIZATION. In addition to the Note, this Mortgage secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafte? arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or.contingent,., liquidated or unliquidated, whether Grantor may be liable individually or jointly with othel's,,whetheri obligated as guarantor, surety, accommodation party or otherwise, and whether recovery_upon',such== amounts may be or hereafter may become barred by any statute of limitations, and whetI the--- obligation to repay such amounts may be or hereafter may become otherwise unenforceable. C/ tom . Grantor presently assigns to Lender all of Grantor's right, title, and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to tender a — Uniform Commercial Code security interest in the Personal Property and Rents. The lien on tjie+rents _ granted in this Mortgage shall be effective from the date of the Mortgage and not just in the event of default. - THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE, THE RELATED DOCUMENTS. AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor shall pay to Lender all amounts secured by this Mortgage as they become due and shall strictly perform all of Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: None of the collateral for the Indebtedness constitutes, and none of the funds represented by the Indebtedness will be used to purchase: (1) Agricultural products or property used for an agricultural purpose as defined in Iowa Code Section 535.13; (2) Agricultural land as defined in Iowa Code Section 9H1 (2) or 176.2 (1); or (3) Property used for an agricultural purpose as defined in Iowa Code Section 570.A.1 (2). Grantor represents and warrants that: (1) There are not now and will not be any wells situated on the Property; (2) There are not now and will not be any solid waste disposal sites on the Property; (3) There are not now and there will not be any hazardous wastes on the Property; (4) There are not now and there will not be any underground storage tanks on the Property. Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of the Property,there has been no use,generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0001 (Continued) Page 3 Grantor's ownership or interest in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be effected by Lender's acquisition of any interest in the Property,whether by foreclosure or otherwise. Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Rear Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for;:: purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with.a11-41ws,;-3 R,,,,10 ordinances,and regulations, now or hereafter in effect, of all governmental authorities aplSlicable to the use or occupancy of the Property, including without limitation, the Americans With Dis&itties_ Act. Grantor may contest in good faith any such law, ordinance, or regulation and-withhold �{�y compliance during any proceeding, including appropriate appeals, so long as Grantor hat notified"O Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the rj Property are not jeopardized. Lender may require Grantor to post adequate security or`-a'surety bond,reasonably satisfactory to Lender, to protect Lender's interest. cn Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall — do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE-CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A 'sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale,deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years, lease-option contract, or by sale, assignment,or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Grantor is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interests, as the case may be, of such Grantor. However,this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Iowa law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having priority over or equal to the interest of Lender under this Mortgage, except for the Existing Indebtedness referred to in this Mortgage or those liens specifically agreed to in writing by Lender, and except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15)days after the lien arises or,if a lien is filed,within fifteen(15)days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No;6001358-0001 (Continued) Page 4 deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage: Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies end in such form as may be reasonably acceptable to Lender. Grantor shall -- 3 deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage. will not be cancelled or diminished without a minimum of fifteen (15) days' prior written notice to:: Lender and not containing any disclaimer of the insurer's liability for failure to give such notice,-- 9'1 Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other persona Should the Real Property be located in an area designated by the Director of the Federal Er-iditencyF 1".". Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain;Federal T Flood Insurance, if available, for the full unpaid principal balance of the loan and any prier liens on-r3 i s , the property securing the loan, up to the maximum policy limits set under the NationaL ^ Insurance Program,or as otherwise required by Lender,and to maintain such insurance for the_term:-- �,J of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the.-.-- Property. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage,then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may appear. Compliance with Existing Indebtedness. During the period in which any Existing Indebtedness described below is in effect, compliance with the insurance provisions contained in the instrument evidencing such Existing Indebtedness shall constitute compliance with the insurance provisions under this Mortgage, to the extent compliance with the terms of this Mortgage would constitute a duplication of insurance requirement. If any proceeds from the insurance become payable on loss, the provisions in this Mortgage for division of proceeds shall apply only to that portion of the proceeds not payable to the holder of the Existing Indebtedness. Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured, the then current replacement value of such property,and the manner of determining that value;and (5) the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any Related Documents, including but not limited to Grantor's failure to comply with any obligation to maintain Existing Indebtedness in good standing as required below, or to discharge or pay when due any amounts Grantor is required to discharge or pay under this Mortgage or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0001 (Continued) Page 5 • encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage: Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in the Existing Indebtedness section below or in any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage, (b) Grantor has the full right, power, and authority to execute and deliver this Mortgage to Lender, and (c) the liens granted hereby are not the type of lien referred to in Chapter 575 of the Iowa Code Supplement, as now enacted or hereafter modified, amended or replaced. Grantor,1 for itself and all persons claiming by,through or under Grantor,agrees that it claims no lien or right' to a lien of the type contemplated by Chapter 575 or any other chapter of the Code of Iowa and further waives all notices and rights pursuant to said law with respect to the liens hereby granted,- r t� and represents and warrants that it is the sole party entitled to do so and agrees to;indemnify;_ defend, and hold harmless Lender from any loss, damage, and costs, including`easgnable.- attorneys' fees, threatened or suffered by Lender arising either directly or indirectly as•el-rpsult of-i any claim of the applicability of said law to the liens hereby granted. {' _<-- -p f 1 Defense of Title. Subject to the exception in the paragraph above, Grantor warrants--.arid war.: forever defend the title to the Property against the lawful claims of all persons. In theCe"Yent any, action or proceeding is commenced that questions Grantor's title or the interest of Lender under- this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the'nominafn party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be-- represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver,or cause to be delivered,to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws,ordinances,and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid in full. EXISTING INDEBTEDNESS. The following provisions concerning Existing Indebtedness are a part of this Mortgage: Existing Lien. The lien of this Mortgage securing the Indebtedness may be secondary and inferior to an existing lien. Grantor expressly covenants and agrees to pay, or see to the payment of, the Existing Indebtedness and to prevent any default on such indebtedness, any default under the instruments evidencing such indebtedness, or any default under any security documents for such indebtedness. No Modification. Grantor shall not enter into any agreement with the holder of any mortgage,deed of trust, or other security agreement which has priority over this Mortgage by which that agreement is modified, amended, extended, or renewed without the prior written consent of Lender. Grantor shall neither request nor accept any future advances under any such security agreement without the prior written consent of Lender. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage: Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:8001358-0001 (Continued) Page 6 require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all reasonable costs, expenses, and attorneys' fees incurred by Lender in connection with the condemnation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes,fees and charges are a part of this Mortgage: Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date o'er' this Mortgage, this event shall have the same effect as an Event of Default, and Lender mar- exercise any or all of its available remedies for an Event of Default as provided below unless.--_ li @may Grantor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as ptoiridedLl above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporef'e-stlrety 4100111,11 bond or other security satisfactory to Lender. C')"t• SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relatinthisP'T7 Mortgage as a security agreement are a part of this Mortgage: rn � i ---s -4: Security Agreement. This instrument shall constitute a Security Agreement to the extent tinyY:of-the .. 0 Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the •• Uniform Commercial Code as amended from time to time. - G Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage in the real property records, Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Fixture Filing. From the date of its recording, this Mortgage shall be effective as a financing statement filed as a fixture filing with respect to the Personal Property and for this purpose, the name and address of the debtor is the name and address of Grantor as set forth on the first page of this Mortgage and the name and address of the secured party is the name and address of Lender as set forth on the first page of this Mortgage. Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code)are as stated on the first page of this Mortgage. FURTHER ASSURANCES;ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Mortgage: Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make,execute and deliver,or will cause to be made,executed or delivered,to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, ref iled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (1) Grantor's obligations under the Note, this Mortgage, and the Related Documents, and (2) the liens and security interests created by this Mortgage on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney-in-Fact. If Grantor fails to do any of the things referred to in the preceding paragraph, E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0001 (Continued) Page 7 Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion,to accomplish the matters referred to in the preceding paragraph. FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay, if permitted by applicable law,any reasonable termination fee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Mortgage: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance,or any other payment necessary to prevent filing of or to effect discharge of any lien. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Mortgage or the Related Documents is false or misleading— in any material respect,either now or at the time made or furnished or becomes false or.misleadin "' at any time thereafter. „r Defective Collateralization. This Mortgage or any of the Related Documents ceases to e-ib full— force and effect(including failure of any collateral document to create a valid and perfectgeeauritr- interest or lien) at any time and for any reason. -s "o Death or Insolvency. The dissolution of Grantor's (regardless of whether election to control a is = --y made), any member withdraws from the limited liability company, or any other terrrjifiallr i ofc— ^� ' Grantor's existence as a going business or the death of any member,the insolvency of Grantor,the"' appointment of a receiver for any part of Grantor's property, any assignment for the benefit oR creditors, any type of creditor workout, or the commencement of any proceeding under any__ bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, Including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender,in its sole discretion, as being an adequate reserve or bond for the dispute. Existing Indebtedness. The payment of any installment of principal or any interest on the Existing Indebtedness is not made within the time required by the promissory note evidencing such indebtedness,or a default occurs under the instrument securing such indebtedness and is not cured during any applicable grace period in such instrument, or any suit or other action is commenced to foreclose any existing lien on the Property. Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender,whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Lender, at Lender's option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0001 (Continued) Page 8 Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Indebtedness immediately due and payable, including any prepayment penalty that Grantor would be required to pay without notice, except as may be expressly required by applicable law. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and collect the Rents, including amounts past due end unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent,or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantia amount. Employment by Lender shall not disqualify a person from serving as a receiver. - Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's Interest in-all or,,any.7= part of the Property. madly Nonjudicial Foreclosure. Lender may exercise the right to non-judicial foreclosure pursuatiPtts"lowa— Code Section 654.18 and Chapter 655A as now enacted or hereafter modified, arnegded or-4 replaced. r -V m Deficiency Judgment. If permitted by applicable law, Lender may obtain a judgmerjf=f6r any deficiency remaining in the Indebtedness due to Lender after application of all amounts teiiiivectt- from the exercise of the rights provided in this section. CD Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold— as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option,either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender. This paragraph is subject to any rights of Grantor, under Iowa law, to remain in possession of the Property during a redemption period. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity. Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all right to have the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Shortened Redemption. Grantor hereby agrees that, in the event of foreclosure of this Mortgage, Lender may, at Lender's sole option, elect to reduce the period of redemption pursuant to Iowa Code Sections 628.26, 628.27, or 628.28, or any other Iowa Code Section, to such time as may be then applicable and provided by law. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so as to limit or restrict the rights and remedies available to Lender following an Event of Default, or in any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor and/or against any other co-maker, guarantor, surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0001 (Continued) Page 9 this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of Its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees and title insurance,to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. NOTICES. Any notice required to be given under this Mortgage, including without limitation any notice of default and any notice of sale shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage shall be sent to Lender's address, as shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. o MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: - Amendments. This Mortgage, together with any Related Documents, constitutes the.�ejtire c7 • understanding and agreement of the parties as to the matters set forth in this Mortgaghr--No alteration of or amendment to this Mortgage shall be effective unless given in writing and stgned.by — the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Grantor's residence, Grarlf rtstjall ''O 1 l 1 furnish to Lender, upon request, a certified statement of net operating income received tram-the Property during Grantor's previous fiscal year in such form and detail as Lender shall require-.-,Flet .. operating income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Governing Law. This Mortgage will be governed by federal law applicable to Lender and, to the extent not preempted by federal law,the laws of the State of Iowa without regard to its conflicts of law provisions. This Mortgage has been accepted by Lender in the State of Iowa. Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Linn County,State of Iowa. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid,or unenforceable as to any circumstance,that finding shall not make the offending provision illegal, Invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Mortgage shall not affect the legality, validity or enforceability of any other provision of this Mortgage. Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0001 (Continued) Page 10 without the written consent of Lender. Successors and Assigns. Subject to any limitations stated in this Mortgage on transfer of Grantor's interest, this Mortgage shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Mortgage and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Mortgage or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Mortgage. Release of Rights of Dower, Homestead and Distributive Share. Each of the undersigned hereby relinquishes all rights of dower, homestead and distributive share in and to the Property and waives all rights of exemption as to any of the Property. If a Grantor is not an owner of the Property,that Grantor executes this Mortgage for the sole purpose of relinquishing and waiving such rights. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used In the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Mortgage shalt have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Dolphin International, LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns. Default. The word "Default" means the Default set forth in this Mortgage in the section titled "Default". Environmental Laws. The words "Environmental Laws" mean any and all state, federaLand local= .11 statutes, regulations and ordinances relating to the protection of human health or the envir9nn'rsnt,., including without limitation the Comprehensive Environmental Response, CompensatjQ,n. ..and_ Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund_..1 Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hai rsous S'1r'9 i.. Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservatlond 1 Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules,or --s' regulations adopted pursuant thereto. .r Event of Default. The words "Event of Default" mean any of the events of default set forth In this O Mortgage in the events of default section of this Mortgage. -- Existing Indebtedness. The words "Existing Indebtedness" mean the indebtedness described in the Existing Liens provision of this Mortgage. Grantor. The word "Grantor" means Dolphin International, LLC. Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest and late fees, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses Incurred by Lender to enforce Grantor's obligations under this Mortgage, together with Interest on such amounts as provided in this Mortgage. Specifically, without limitation, Indebtedness includes ail amounts that may be indirectly secured by the Cross-Collateralization provision of this Mortgage. Lender. The word "Lender" means Bankers Trust Company,N.A., its successors and assigns. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender. Note. The word "Note" means the promissory note dated June 6, 2008, in the original principal E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT • MORTGAGE Loan No:6001358-0001 (Continued) Page 11 amount of $250,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. The maturity date of this Mortgage is September 6, 2008. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed In connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits,and other benefits derived from the Property. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS MORTGAGE AND ALIT-,, OTHER DOCUMENTS RELATING TO THIS DEBT. CID GRANTOR: �� O -111 DOLPHIN INTERNATIONAL. LLC .--- c) +3 By: =<m -13 m Vija . Bhatt, Member/Manager of Dolphin International, O LLC .C.. CJ O LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF / ISS COUNTY OF G/rl-LJ,1,. 1 On this day of , A.D., 20 ,r: before me, the undersigned Notary Public in said County d State, personally appeared Vijay J. Bhatt, Member/Manager of Dolphin International, LLC,to me personally known, who being by me duly sworn, did say that he or she is a member or designated agent of said limited liability company, and that the instrument was signed and sealed on behalf of the limited liability company by authority of the limited liability company and the member or designated agent acknowledged the execution of the instrument to be the voluntary act and deed of the limited liability company by it and by the member or designated agent voluntarily executed. • I 2 • Notary Public lic in the State of .- ix EDWINAMiF. 8"`�i7t.F� // g4 ron wnDsr WON LASER PRO Lending, Ver. 5.40.00.003 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights Reserved. - IA C:\CFI\LPL\G03.FC TR-17841 PR-20 VEGt E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT Doc ID: 021276830012 Type: GEN Recorded: 09/10/2008 at 01:39:66 Pm Fee Amt: $62.00 Pao* 1 of 12 Johnson County Iona Kim Painter County Recorder 61(4348 P0462-473 FOR RECORDER'S USE ONLY Prepared By: Michelle A.Johnson,Documentation Specialist,Bankers Trust Company,N.A., 221 3rd Avenue SE,Suite 150, Cedar Rapids, IA 52401. (319)896-7782 ADDRESS TAX STATEMENT: Dolphin International, LLC; 738 N.Victoria Lane; Palatine,IL 60067 RECORDATION REQUESTED BY: Bankers Trust Company, N.A.; 221 3rd Avenue SE,Suite 150; Cedar Rapids, IA 52401 WHEN RECORDED MAIL TO: Bankers Trust Company, N.A.; 221 3rd Avenue SE,Suite 150;Cedar Rapids, IA 52401 CONSTRUCTION MORTGAGE '"1 NOTICE: This Mortgage secures credit in the amount of $1,480,000.00. Loans and advaticeip t`''" ''""""" this amount, together with interest, are senior to indebtedness to other creditors under srtlisoquently� f recorded or filed mortgages and liens. —? The names of all Grantors(sometimes "Grantor") can be found on page 1 of this Mortgage. VhIbrreme03 of all Grantees (sometimes "Lender") can be found on page 1 of this Mortgage. The proper1',, ddress" can be found on page 2 of this Mortgage. The legal description can be found on page t-of-thisC • Mortgage. • THIS MORTGAGE dated September 4, 2008. is made and executed between Dolphin International, LLC, whose address is 738 N. Victoria Lane, Palatine, IL 60067 (referred to below as "Grantor")and Bankers Trust Company, N.A., whose address is 221 3rd Avenue SE, Suite 150, Cedar Rapids, IA 52401 (referred to below as "Lender"). GRANT OF MORTGAGE. For valuable consideration, Grantor mortgages and conveys to Lender and grants to Lender a security interest in all of Grantor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; rents and profits; all easements, rights of way, and appurtenances; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals,oil, gas, geothermal and similar matters, (the "Real Property")located in Johnson County,State of Iowa: A PORTION OF THE EAST HALF OF SECTION 23, AND A PORTION OF THE WEST HALF OF SECTION 24, ALL IN TOWNSHIP 79 NORTH. RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23, TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE S89°37'07"W, 1318.71 FEET; THENCE N00°02'09"E, 2649.23 FEET, THENCE N88°59'27"E, 519.72 FEET; THENCE 500°01'10"E, 21.04 FEET; THENCE 551°18'30"E, 182.73 FEET; THENCE S38°40'30"W, 125.00 FEET, THENCE S51°18'40"E. 300.14 FEET; THENCE N38°39'20"E, 125.00 FEET; THENCE S51°15'00"E. 195.00 FEET; THENCE N38°35'50"E, 320.00 FEET; THENCE N51°17'38"W, 194.96 FEET; THENCE N38°42'53"E, 194.53 FEET TO THE POINT OF BEGINNING; THENCE N38°43'46"E, 550.11 FEET; THENCE N06°46'05", 84.92 FEET; THENCE N38°28'45"E, 150.02 FEET; THENCE S51°22'51"E, 1044.09 FEET; THENCE S38°35'58"W, 682.93 FEET; THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'50"W; THENCE N89°58'18"W, 41.71 FEET; THENCE N00°04'51"E, 101.71 FEET; THENCE N51°21"59"W, 825.76 FEET TO SAID POINT OF BEGINNING, CONTAINING 17.54 ACRES, SUBJECT TO EASEMENTS, Exhibit L E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0101 (Continued) Page 2 CONVENANTS,CONDITIONS AND RESTRICTIONS OF RECORD The Real Property or its address is commonly known as 2401 Highway 6 East,Iowa City,IA 52240. CROSS-COLLATERALIZATION. In addition to the Note, this Mortgage secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as ail claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. Grantor presently assigns to Lender all of Grantor's right, title, and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. The lien on the rents granted In this Mortgage shall be effective from the date of the Mortgage and not just in the event of . default. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS MORTGAGE. THIS MORTGAGE. INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS ALSO GIVEN TO SECURE ANY AND ALL OF GRANTOR'S OBLIGATIONS UNDER THAT CERTAIN CONSTRUCTION LOAN AGREEMENT BETWEEN GRANTOR AND LENDER OF EVEN DATE HEREWITH. ANY EVENT OF DEFAULT UNDER THE CONSTRUCTION LOAN AGREEMENT, OR ANY OF THE RELATED DOCUMENTS REFERRED TO THEREIN, SHALL ALSO BE AN EVENT OF DEFAULT UNDER THIS MORTGAGE..THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: © j PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor shydj pay to Lender all amounts secured by this Mortgage as they become due and shall strictly perf all Grantor's obligations under this Mortgage. CONSTRUCTION MORTGAGE. This Mortgage secures an obligation incurred for the constructiot df ar improvement on land, and is a"construction mortgage" within the meaning of Section 554.9334 of the Iowa Uniform Commercial Code. This Mortgage also secures loans or advancements made.directly tai finance work or improvements upon the real estate described herein, and is a "construction mortgage? lien" within the meaning of Section 572.18 of the Iowa Code. - - POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: None of the collateral for the Indebtedness constitutes, and none of the funds represented by the Indebtedness will be used to purchase: (1) Agricultural products or property used for an agricultural purpose as defined in Iowa Code Section 535.13; (2) Agricultural land as defined in Iowa Code Section 9H1 (2) or 175.2 (1); or (3) Property used for an agricultural purpose as defined in Iowa Code Section 570.A.1 (2). Grantor represents and warrants that: (1) There are not now and will not be any wells situated on the Property; (2) There are not now and will not be any solid waste disposal sites on the Property; (3) There are not now and there will not be any hazardous wastes on the Property; (4) There are not now and there will not be any underground storage tanks on the Property. Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of the Property, there has been no use,generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0101 (Continued) Page 3 Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's ownership or interest in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in the Property,whether by foreclosure or otherwise. Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property, Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all taws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond, reasonably satisfactory to Lender,to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE -CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years,lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Grantor is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interests, as the case may be, of such Grantor. However, this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Iowa law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, payroll" taxes, special taxes, assessments, water charges and sewer service charges levied againsi%or (TA. account of the Property, and shall pay when due all claims for work done on or tot ervicoe; rendered or material furnished to the Property. Grantor shall maintain the Property freean en*lieos having priority over or equal to the interest of Lender under this Mortgage, except fotpep Repw specifically agreed to in writing by Lender, and except for the lien of taxes and asseskrrrlerrts not due as further specified in the Right to Contest paragraph. t'r1 Right to Contest. Grantor may withhold payment of any tax, assessment, or claim iI r1nectilR iJ • • E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0101 (Continued) Page 4 with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15)days after the lien arises or, if a lien Is filed,within fifteen(15) days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage: Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of fifteen (15) days' prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure to give such notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration If Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage,then to pay accrued interest, and the remainder, if any, shalt. be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after paymerjt- in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may: appear. Grantor's Report on Insurance. Upon request of Lender, however not more than o e -a;year,-- Grantor shall furnish to Lender a report on each existing policy of insurance showing: (1theparrre-1 of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property inred thern then current replacement value of such property, and the manner of determining that value;and (5 72 the expiration date of the policy. Grantor shall, upon request of Lender, have an inaePerlden'' 17.:3 appraiser satisfactory to Lender determine the cash value replacement cost of the Property.: LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affectD Lender's interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any~ Related Documents, including but not limited to Grantor's failure to discharge or pay when due any E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0101 (Continued) Page 5 amounts Grantor is required to discharge or pay under this Mortgage or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage: Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage, (b) Grantor has the full right, power, and authority to execute and deliver this Mortgage to Lender, and (c) the liens granted hereby are not the type of lien referred to in Chapter 575 of the Iowa Code Supplement, as now enacted or hereafter modified, amended or replaced. Grantor, for itself and all persons claiming by, through or under Grantor, agrees that it claims no lien or right to a lien of the type contemplated by Chapter 575 or any other chapter of the Code of Iowa and further waives all notices and rights pursuant to said law with respect to the liens hereby granted, and represents and warrants that it is the sole party entitled to do so and agrees to indemnify,defend, and hold harmless Lender from any loss, damage, and costs, including reasonable attorneys' fees, threatened or suffered by Lender arising either directly or indirectly as a result of any claim of the applicability of said law to the liens hereby granted. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver,or cause to be delivered,to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws,ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid in full. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage: Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and, obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its, own choice, and Grantor will deliver or cause to be delivered to Lender such instruments and, documentation as may be requested by Lender from time to time to permit such participation. — Application of Net Proceeds. If all or any part of the Property is condemned by eminent_ omai M 1 proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at'1fs-efecti&r a.- require that all or any portion of the net proceeds of the award be applied to the Indebt*ttfiess tar- the repair or restoration of the Property. The net proceeds of the award shall mean the.award aft& payment of all reasonable costs, expenses, and attorneys' fees incurred by Lender in-cbnriectiurb with the condemnation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The`fiilfewintr provisions relating to governmental taxes,fees and charges are a part of this Mortgage: - Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents- in addition to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0101 (Continued) Page 6 Mortgage, including without limitation ail taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: • Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage in the real property records, Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Fixture Filing. From the date of its recording, this Mortgage shall be effective as a financing statement filed as a fixture filing with respect to the Personal Property and for this purpose, the name and address of the debtor is the name and address of Grantor as set forth on the first page of this Mortgage and the name and address of the secured party is the name and address of Lender as set forth on the first page of this Mortgage. Addresses. The mailing addresses of Grantor {debtor) and Lender (secured party) from which information concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Mortgage. FURTHER ASSURANCES;ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Mortgage: Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver,or will cause to be made, executed or delivered,to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (1) Grantor's obligations under the Note, this Mortgage, end the-c.- Related Documents, and (2) the liens and security interests created by this Mortgage as first,and;T, ""°"1--,2 prior liens on the Property, whether now owned or hereafter acquired by Grantor.Lnless; g prohibited by law or Lender agrees to the contrary in writing, Grantor shall reimburse Lendejjor all, costs and expenses incurred in connection with the matters referred to in this paragraph. .- -?.C3 Attorney-In-Fact. If Grantor fails to do any of the things referred to in the preceding pare aph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such:purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion,to accomplish the matters referred to in the preceding paragraph.-•" FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise performs all the— obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay, if permitted by applicable law, any reasonable termination fee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358.0101 (Continued) Page 7 under this Mortgage: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance,or any other payment necessary to prevent filing of or to effect discharge of any lien. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect(including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member, the insolvency of Grantor,the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender,in its sole discretion, as being an adequate reserve or bond for the dispute. Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender,whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser,, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity' of,or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, orlend'eT believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. e F RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default andt any time thereafter, Lender, at Lender's option, may exercise any one or more of the following_.rights ao 11 remedies,in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option to declare the entire lndebtednes'5 immediately due and payable, including any prepayment penalty that Grantor would be'requirede pay without notice, except as may be expressly required by applicable law. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and collect the Rents, including amounts past due and unpaid,and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver, E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0101 (Continued) Page 8 Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds,over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property. Nonjudicial Foreclosure. Lender may exercise the right to non-judicial foreclosure pursuant to Iowa Code Section 654.18 and Chapter 655A as now enacted or hereafter modified, amended or replaced. Deficiency Judgment. If permitted by applicable law, Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant et sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender, This paragraph is subject to any rights of Grantor, under Iowa law, to remain in possession of the Property during a redemption period. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity. Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all right to have the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Shortened Redemption. Grantor hereby agrees that, in the event of foreclosure of this Mortgage, Lender may, at Lender's sole option, elect to reduce the period of redemption pursuant to Iowa Code Sections 628.26, 628.27, or 628.28, or any other Iowa Code Section, to such time as may be then applicable and provided by law. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise Its remedies. Nothing under this Mortgage or otherwise shall be construed so as to limit or restrict the rights and remedies available to Lender following an Event of Default, or in any way to limit or restrict the rights and ability of Lender to proceed directly against, Grantor and/or against any other co-maker, guarantor, surety or endorser and/or to proceed again`&t'_ any other collateral directly or Indirectly securing the Indebtedness. Attorneys' Fees; Expenses. If Lender Institutes any suit or action to enforce any of the irsfrns f this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable attorneys' fees at trial and upon any appeal. Whether or not any court action is involvedVand the extent not prohibited by law, all reasonable expenses Lender Incurs that in Lender's-spit-7bn are necessary at any time for the protection of its interest or the enforcement of its rights s)3efl:b corne0 rn a part of the Indebtedness payable on demand and shall bear interest at the Note rate from.tfi datD of the expenditure until repaid. Expenses covered by this paragraph include, withou6-ftiiltetionr__ however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal• expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankrupts r D proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, an8'`' any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees and title insurance,to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. NOTICES. Any notice required to be given under this Mortgage, Including without limitation any notice of default and any notice of sale shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No: 6001358-0101 (Continued) Page 9 with a nationally recognized overnight courier, or, if mailed, when deposited In the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage shall be sent to Lender's address, as shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. ASSOCIATION OF UNIT OWNERS. The following provisions apply if the Real Property has been submitted to unit ownership law or similar law for the establishment of condominiums or cooperative ownership of the Real Property: Power of Attorney. Grantor grants an irrevocable power of attorney to Lender to vote in Lender's • discretion on any matter that may come before the association of unit owners. Lender shall have the right to exercise this power of attorney only after Grantor's default; however, Lender may decline to exercise this power as Lender sees fit. Insurance. The insurance as required above may be carried by the association of unit owners on Grantor's behalf, and the proceeds of such insurance may be paid to the association of unit owners for the purpose of repairing or reconstructing the Property. If not so used by the association, such proceeds shall be paid to Lender. Default. Grantor's failure to perform any of the obligations imposed on Grantor by the declaration submitting the Real Property to unit ownership, by the bylaws of the association of unit owners, or by any rules or regulations thereunder, shall be an event of default under this Mortgage. If Grantor's interest in the Real Property is a leasehold interest and such property has been submitted to unit ownership, any failure by Grantor to perform any of the obligations imposed on Grantor by the lease of the Real Property from its owner, any default under such lease which might result in termination of the lease as it pertains to the Real Property, or any failure of Grantor as a member of an association of unit owners to take any reasonable action within Grantor's power to prevent a default under such lease by the association of unit owners or by any member of the association shall be an Event of Default under this Mortgage. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Lender, upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Governing Law. This Mortgage will be governed by federal law applicable to Lender and, to the extent not preempted by federal law,the laws of the State of Iowa without regard to Its conflicts of law provisions. This Mortgage has been accepted by Lender in the State of Iowa. Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Linn County,State of Iowa. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of--, Lender in exercising any right shall operate as a waiver of such right or any other right.--A waiver— by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender-s rig= otherwise to demand strict compliance with that provision or any other provision of this,blortgagQ No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shafj.�ortstitute •-•1.011. a waiver of any of Lender's rights or of any of Grantor's obligations as to any future tbansadtions Whenever the consent of Lender is required under this Mortgage, the granting of such-Lthisent by y- Lender in any instance shall not constitute continuing consent to subsequent instances rtihlrfisuctru consent is required and in all cases such consent may be granted or withheld in the so!e-diseretioa of Lender. t— Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal-, invalid,or unenforceable as to any circumstance,that finding shall not make the offending provision,. illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending • E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0101 (Continued) Page 10 provision cannot be so modified, it shall be considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Mortgage shall not affect the legality, validity or enforceability of any other provision of this Mortgage. Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Successors and Assigns. Subject to any limitations stated in this Mortgage on transfer of Grantor's interest, this Mortgage shall be binding upon and inure to the benefit of the parties, their successors end assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Mortgage and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Mortgage or liability under the Indebtedness. Time Is of the Essence. Time is of the essence in the performance of this Mortgage. Release of Rights of Dower, Homestead and Distributive Share. Each of the undersigned hereby relinquishes all rights of dower, homestead and distributive share in and to the Property and waives all rights of exemption as to any of the Property. If a Grantor is not an owner of the Property,that Grantor executes this Mortgage for the sole purpose of relinquishing and waiving such rights. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Dolphin International, LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns. Default. The word "Default" means the Default set forth In this Mortgage in the section titled "Default". Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this • Mortgage in the events of default section of this Mortgage. Grantor. The word "Grantor" means Dolphin International, LLC. Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words"Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation kir and all hazardous or toxic substances, materials or waste as defined by or listed under pe Environmental Laws. The term "Hazardous Substances" also includes, without !jmitatiew, petroleum and petroleum by-products or any fraction thereof and asbestos. y. r Improvements. The word "Improvements" means all existing and future improvemerrta ildirtgs, structures, mobile homes affixed on the Real Property, facilities, additions, replacements Fid other construction on the Real Property. , --n I I 1 Indebtedness. The word "Indebtedness" means all principal, interest and late fees t> d otj amounts, costs and expenses payable under the Note or Related Documents, togethbf-with ,gjj • s renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Granto1' obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortga§Z; together with interest on such amounts as provided in this Mortgage. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Mortgage. E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0101 (Continued) Page 11 Lender. The word "Lender" means Bankers Trust Company, N.A.,its successors and assigns. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender. Note. The word "Note" means the promissory note dated September 4, 2008, in the original principal amount of 91,480,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. The maturity date of this Mortgage is March 4, 2010. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits,and other benefits derived from the Property. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS MORTGAGE AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: DOLPHIN INTERNATIONAL, LLC By: VIJay att, Member/Manager of Dolphin International, LLC • N --i n o I) • E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0101 (Continued) Page 12 LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF ► I SS COUNTY OF ljl U-t( On this day of 4.-e..1.24144, A.D., 20 l/ 1//, before me, the undersigned Notary Public in said County Id State, personally appeared Vijay J. Bhatt, Member/Manager of Dolphin International, LLC,to me personally known, who being by me duly sworn, did say that he or she is a member or designated agent of said limited liability company, and that the instrument was signed and sealed on behalf of the limited liability company by authority of the limited liability company and the member or designated agent acknowledged the execution of the instrument to be the voluntary act and deed of the limited liability company by it and by the member or designated agent voluntarily executed. Notary Public In the State of 1-- .4.4-.4- 414,, �/-/� /, Ca mbtbr�ia rEES �W i '"f- /t( *K Ps MY COMMIES ON EXpiRE3 /'91-I /2 d • LASER PRO Lending, Ver. 5.41.20.001 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights Reserved. -IA C:1CFIILPL\G03.FC TR-18756 PR-20 N O -c- C, - O d —4 < — e7—< - -in �rn - r • - ' C ry E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTMI IC III II IIIIIIIIIInHII I IIII IIIA IN Doc ID: 021378580012 Tvoe: OEN Recorded: 02/11/2001 at 11:40:10 AN Fee Amt: $62.00 Paae 1 of 12 Johnson County Iowa Kim Painter County Recorder BK4392 P°337-348 FOR RECORDER'S USE ONLY Prepared By: Sheila Lint,Loan Documentation Specialist,Bankers Trust Company,N.A. , 221 3rd Avenue SE,Suite 150, Cedar Rapids,IA 52401, (319)896-7782 RECORDATION REQUESTED BY: Bankers Trust Company,N.A.; 221 3rd Avenue SE,Suite 150; Cedar Rapids,IA 52401 WHEN RECORDED MAIL TO: Bankers Trust Company,N.A. , 221 3rd Avenue SE,Suite 150, Cedar Rapids, IA 52401 MORTGAGE NOTICE: This Mortgage secures credit in the amount of $3,944,000.00. Loans and advances up to this amount, together with interest, are senior to indebtedness to other creditors under subsequently recorded or filed mortgages and liens. The names of all Grantors (sometimes "Grantor") can be found on page 1 of this Mortgage. The names of all Grantees (sometimes "Lender") can be found on page 1 of this Mortgage. The property address can be found on page 1 of this Mortgage. The legal description can be found on page 1 of this Mortgage. THIS MORTGAGE dated February 6, 2009, is made and executed between Dolphin International, LLC, whose address is 738 N. Victoria Lane, Palatine, IL 60067 (referred to below as "Grantor") and Bankers Trust Company, N.A., whose address is 221 3rd Avenue SE, Suite 150, Cedar Rapids, IA 52401 (referred to below as "Lender"). GRANT OF MORTGAGE. For valuable consideration, Grantor mortgages and conveys to Lender and grants to Lender a security interest in all of Grantor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings,._.. improvements and fixtures; rents and profits; all easements, rights of way, and appurtenances; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation" rights); and all other rights, royalties, and profits relating to the real property, including witho limitation all minerals, oil, gas, geothermal and similar matters, (the"Real Property")located,.iwJ,gbnsoff— County,State of Iowa: --- SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL'" MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE., DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23, TOWNSHIP 79 NORTH, RANGE 6 • WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE S89°37'07"W, 1318.71 FEET; THENCE N00°02'09"E, 2649.23 FEET; THENCE N88°59'27"E, 519.72 FEET; THENCE S00°01'10"E, 21.04 FEET; THENCE S51°18'30"E, 182.73 FEET; THENCE S38°40'30"W, 125.00 FEET; THENCE S51°18'40"E, 300.14 FEET; THENCE N38°39'20"E, 125.00 FEET; THENCE S51°15'00"E, 195.00 FEET; THENCE N38°35'50"E, 320.00 FEET; THENCE N51°17'38"W, 194.96 FEET; THENCE N38°42'53"E, 194.53 FEET TO THE POINT OF BEGINNING; THENCE N38°43'46"E, 550.11 FEET; THENCE N06°46'05"W, 84.92 FEET; THENCE N38°28'45"E, 150.02 FEET; THENCE S51°22'51"E, 1044.09 FEET; THENCE S38°35'58"W, 682.93 FEET; THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'50"W; THENCE N89°58'18"W, 41.71 FEET; THENCE N00°04'51"E, 101.71 FEET; THENCE N51°21'59"W, 825.76 FEET TO SAID POINT OF BEGINNING, CONTAINING 17.54 ACRES The Real Property or its address is commonly known as 2401 Highway 6 East,Iowa City,IA 52240. Exhibit M E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0102 (Continued) Page 2 CROSS-COLLATERALIZATION. In addition to the Note, this Mortgage secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. Grantor presently assigns to Lender all of Grantor's right, title, and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. The lien on the rents granted in this Mortgage shall be effective from the date of the Mortgage and not just in the event of default. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS MORTGAGE. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS ALSO GIVEN TO SECURE ANY AND ALL OF GRANTOR'S OBLIGATIONS UNDER THAT CERTAIN CONSTRUCTION LOAN AGREEMENT BETWEEN GRANTOR AND LENDER OF EVEN DATE HEREWITH. ANY EVENT OF DEFAULT UNDER THE CONSTRUCTION LOAN AGREEMENT,OR ANY OF THE RELATED DOCUMENTS REFERRED TO THEREIN, SHALL ALSO BE AN EVENT OF DEFAULT UNDER THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor shall pay to Lender all amounts secured by this Mortgage as they become due and shall strictly perform all of Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: None of the collateral for the Indebtedness constitutes, and none of the funds represented by the Indebtedness will be used to purchase: (1) Agricultural products or property used for an agricultural purpose as defined in Iowa Code Section 535.13; (2) Agricultural land as defined in Iowa Code Section 9141 (2)or 175.2 (1); or (3) Property used for an agricultural purpose as defined in Iowa Code Section 570.A.1 (2). Grantor represents and warrants that: (1) There are not now and will not be any wells situated on the Property; (2) There are not now and will not be any solid waste disposal sites on the Property; (3) There are not now and there will not be any hazardous wastes on the Property; (4) There are not now and there will not be any underground storage tanks on the Property. Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs,replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on,under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all r— Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property So make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine - compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsft)ilit-y or liability on the part of Lender to Grantor or to any other person. The representations and via reraies contained herein are based on Grantor's due diligence in investigating the Property for I krtlous�J r Substances. Grantor hereby (1) releases and waives any future claims against Leritlef'for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs unc6ir1any-T7 171_ O E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0102 (Continued) Page 3 such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's ownership or interest in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in the Property,whether by foreclosure or otherwise. Nuisance. Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect,of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond,reasonably satisfactory to Lender,to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal,beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years, lease-option contract,or by sale, assignment,or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Grantor is a corporation, partnership or limited liability company, transfef-`; also includes any change in ownership of more than twenty-five percent (25%) of the voting stock;,._ partnership interests or limited liability company interests, as the case may be, of such GrgntorT -� However,this option shall not be exercised by Lender if such exercise is prohibited by federaHaw.or by=? e Iowa law. ` "-; - TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property ire Da(t this Mortgage: f— -D rn Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes,.. roll-t- taxes, special taxes, assessments, water charges and sewer service charges levied against or on r account of the Property, and shall pay when due all claims for work done on or fob services •' rendered or material furnished to the Property. Grantor shall maintain the Property free of-any liens0 having priority over or equal to the interest of Lender under this Mortgage, except for the Existing N Indebtedness referred to in this Mortgage or those liens specifically agreed to in writing by Lender, and except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15) days after the lien arises or,if a lien is filed, within fifteen(15) days after Grantor has notice of the filing, secure the discharge of the lien,or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0102 (Continued) Page 4 shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage: Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of fifteen (15) days' prior written notice to Lender and not containing any disclaimer of the Insurer's liability for failure to give such notice. Each Insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Grantor fails to do so within fifteen (151 days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage,then to pay accrued interest, and the remainder, if any,shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment' in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may 7— 1� appear. r7 � Compliance with Existing Indebtedness. During the period in which any Existing Indietadttess«G described below is in effect, compliance with the insurance provisions contained in the i(tre3ent— evidencing such Existing Indebtedness shall constitute compliance with the insurance 14xisions–J under this Mortgage, to the extent compliance with the terms of this Mortgage would cor sittote a / f duplication of insurance requirement. If any proceeds from the insurance become payable or'-Tiloss t 1 the provisions in this Mortgage for division of proceeds shall apply only to that portiao alt the proceeds not payable to the holder of the Existing Indebtedness. .. Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured,the then current replacement value of such property, and the manner of determining that value;and (5) the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any Related Documents, including but not limited to Grantor's failure to comply with any obligation to E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0102 (Continued) Page 5 maintain Existing Indebtedness in good standing as required below, or to discharge or pay when due any amounts Grantor Is required to discharge or pay under this Mortgage or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage: Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in the Existing Indebtedness section below or in any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage, (b) Grantor has the full right, power, and authority to execute and deliver this Mortgage to Lender, and (c) the liens granted hereby are not the type of lien referred to in Chapter 575 of the Iowa Code Supplement, as now enacted or hereafter modified, amended or replaced. Grantor, for itself and all persons claiming by, through or under Grantor, agrees that it claims no lien or right to a lien of the type contemplated by Chapter 575 or any other chapter of the Code of Iowa and further waives all notices and rights pursuant to said law with respect to the liens hereby granted, and represents and warrants that it is the sole party entitled to do so and agrees to indemnify, defend, and hold harmless Lender from any loss, damage, and costs, including reasonable attorneys' fees, threatened or suffered by Lender arising either directly or indirectly as a result of any claim of the applicability of said law to the liens hereby granted. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice,and Grantor will deliver,or cause to be delivered,to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws,ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and agreements mat by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage; shall fly continuing in nature, and shall remain in full force and effect until such time aptor s ^' ' Indebtedness shall be paid in full. EXISTING INDEBTEDNESS. The following provisions concerning Existing Indebtedness arse---{art this Mortgage: —4 C) J i Existing Lien. The lien of this Mortgage securing the Indebtedness may be secondary an;Pipferiorr to an existing lien. Grantor expressly covenants and agrees to pay, or see to the payment.of, th-= --� Existing Indebtedness and to prevent any default on such indebtedness, any default`-ahrlet the-- -- instruments evidencing such indebtedness, or any default under any security documents for such" indebtedness. (-73 No Modification. Grantor shall not enter into any agreement with the holder of any mortgage, deed of trust, or other security agreement which has priority over this Mortgage by which that agreement Is modified, amended, extended, or renewed without the prior written consent of Lender. Grantor shall neither request nor accept any future advances under any such security agreement without the prior written consent of Lender. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage: Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender In writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to Lender such instruments and • E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0102 (Continued) Page 6 documentation as may be requested by Lender from time to time to permit such participation. Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all reasonable costs, expenses, and attorneys' fees incurred by Lender in connection with the condemnation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes,fees and charges are a part of this Mortgage: Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of Its available remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage in the real property records, Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Fixture Filing. From the date of its recording, this Mortgage shall be effective as a financing., statement filed as a fixture filing with respect to the Personal Property and for this purpose, ths� name and address of the debtor is the name and address of Grantor as set forth on the first page of-- this fthis Mortgage and the name and address of the secured party is the name and address of I e►uier <=0 "�3 set forth on the first page of this Mortgage. z. i Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) f(tfNr'G,hich— information concerning the security interest granted by this Mortgage may be obtainene.aeh aS'1 required by the Uniform Commercial Code)are as stated on the first page of this Mortgage,- "U IVB FURTHER ASSURANCES;ATTORNEY-IN-FACT. The following provisions relating to further egtpncea and attorney-in-fact are a part of this Mortgage: - .. .�' Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will-.D make, execute and deliver, or will cause to be made,executed or delivered,to Lender or to Lender's'.) designee, and when requested by Lender, cause to be filed, recorded, ref iled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (1) Grantor's obligations under the Note, this Mortgage, and the Related Documents, and (2) the liens and security interests created by this Mortgage on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0102 (Continued) Page 7 agrees to the contrary in writing,Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney-in-Fact. If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion,to accomplish the matters referred to in the preceding paragraph. FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a • suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay, If permitted by applicable law, any reasonable termination fee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Mortgage: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or " condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect(including failure of any collateral document to create a valid and perfected security interest or lien)at any time and for any reason. Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member,the insolvency of Grantor,the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits wilk3 Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determir)gd by Lender,in its sole discretion,as being an adequate reserve or bond for the dispute. -" Existing Indebtedness. The payment of any installment of principal or any interest ori-theter-Existt �l Indebtedness is not made within the time required by the promissory note evidendiT such �. indebtedness, or a default occurs under the instrument securing such indebtedness and not cu�QQ during any applicable grace period in such instrument, or any suit or other action is camri ced�8 foreclose any existing lien on the Property. R t Breach of Other Agreement. Any breach by Grantor under the terms of any othe5agreemert '. j between Grantor and Lender that is not remedied within any grace period provided-therein, including without limitation any agreement concerning any indebtedness or other;obligation,,3f Grantor to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0102 (Continued) Page 8 RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Lender, at Lender's option, may exercise any one or more of the following rights and remedies,in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Indebtedness immediately due and payable, including any prepayment penalty that Grantor would be required to pay without notice,except as may be expressly required by applicable law. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and collect the Rents,including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person,by agent,or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property. Nonjudiclal Foreclosure. Lender may exercise the right to non-judicial foreclosure pursuant to Iowa Code Section 654.18 and Chapter 655A as now enacted or hereafter modified, amended or replaced. Deficiency Judgment. If permitted by applicable law, Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender. This paragraph is subject to any rights of Grantor, under Iowa law, to remain in possession of the Property during a redemption period. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity. Sale of the Property. To the extent permitted by applicable law,Grantor hereby waives any and all right to have the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given at least ten (19.).., days before the time of the sale or disposition. Any sale of the Personal Property may be made i- conjunction with any sale of the Real Property. t_ Shortened Redemption. Grantor hereby agrees that, in the event of foreclosure of this'M2gag Lender may, at Lender's sole option, elect to reduce the period of redemption pursuant'tttt Iowa= Code Sections 628.26, 628.27, or 628.28, or any other Iowa Code Section, to such t4�teas may- r" be then applicable and provided by law. —� Election of Remedies. Election by Lender to pursue any remedy shall not exclude ours- it:9f arty: other remedy, and an election to make expenditures or to take action to perform an olgation of- Grantor under this Mortgage, after Grantor's failure to perform, shall not affect Lender's-right.to- declare a default and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so as to limit or restrict the rights and remedies available to Lender following an Event qf., Default, or in any way to limit or restrict the rights and ability of Lender to proceed directly against E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0102 (Continued) Page 8 Grantor and/or against any other co-maker,guarantor, surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees and title insurance, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. NOTICES. Any notice required to be given under this Mortgage, including without limitation any notice of default and any notice of sale shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage shall be sent to Lender's address, as shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. ASSOCIATION OF UNIT OWNERS. The following provisions apply if the Real Property has been submitted to unit ownership law or similar law for the establishment of condominiums or cooperative ownership of the Real Property: Power of Attorney. Grantor grants an irrevocable power of attorney to Lender to vote in Lender's discretion on any matter that may come before the association of unit owners. Lender shall have the right to exercise this power of attorney only after Grantor's default; however, Lender may decline to exercise this power as Lender sees fit. Insurance. The insurance as required above may be carried by the association of unit owners on Grantor's behalf, and the proceeds of such insurance may be paid to the association of unit owners for the purpose of repairing or reconstructing the Property. If not so used by the association, such proceeds shall be paid to Lender. Default. Grantor's failure to perform any of the obligations imposed on Grantor by the declaration submitting the Real Property to unit ownership, by the bylaws of the association of unit owners, or by any rules or regulations thereunder, shall be an event of default under this Mortgage. If Grantor's interest in the Real Property is a leasehold interest and such property has been submitted to unit ownership, any failure by Grantor to perform any of the obligations imposed on Grantor by the lease of the Real Property from its owner, any default under such lease which might result in termination of the lease as it pertains to the Real Property, or any failure of Grantor as a member of an association of unit owners to take any reasonable action within Grantor's power to prevent a default under such lease by the association of unit owners or by any member of the associatioyty shall be an Event of Default under this Mortgage. c� MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Morfgege: Amendments. This Mortgage, together with any Related Documents, constitutes;3fantir understanding and agreement of the parties as to the matters set forth in this Mor gel Ng_ alteration of or amendment to this Mortgage shall be effective unless given in writing and-a4ned bt,1 r - the party or parties sought to be charged or bound by the alteration or amendment. —. Annual Reports. If the Property is used for purposes other than Grantor's residence, Great&shah furnish to Lender, upon request, a certified statement of net operating income received2-54* the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net. operating income" shall mean all cash receipts from the Property less all cash expenditures made kip connection with the operation of the Property. r-^= Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Governing Law. This Mortgage will be governed by federal law applicable to Lender and, to the E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0102 (Continued) Page 10 extent not preempted by federal law,the laws of the State of Iowa without regard to its conflicts of law provisions. This Mortgage has been accepted by Lender in the State of Iowa. Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Linn County,State of Iowa. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid,or unenforceable as to any circumstance,that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Mortgage shall not affect the legality, validity or enforceability of any other provision of this Mortgage. Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Successors and Assigns. Subject to any limitations stated in this Mortgage on transfer of Grantor's interest, this Mortgage shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Mortgage and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Mortgage or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Mortgage. Release of Rights of Dower, Homestead and Distributive Share. Each of the undersigned hereby relinquishes all rights of dower, homestead and distributive share in and to the Property and waives all rights of exemption as to any of the Property. If a Grantor is not an owner of the Property,that Grantor executes this Mortgage for the sole purpose of relinquishing and waiving such rights. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall Include the singular, as the context may require. Words and terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Dolphin International, LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns. Default. The word "Default" means the Default set forth in this Mortgage in the section titled "Default'. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Mortgage in the events of default section of this Mortgage. Existing Indebtedness. The words "Existing Indebtedness" mean the indebtedness describe&(i Existing Liens provision of this Mortgage. ,f f Grantor. The word"Grantor" means Dolphin International,LLC. ? --►r? . v rn . (-.) E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0102 (Continued) Page 11 Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender,including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest and late fees, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortgage, together with interest on such amounts as provided in this Mortgage. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Mortgage. Lender. The word "Lender" means Bankers Trust Company,N.A., its successors and assigns. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender. Note. The word "Note" means the promissory note dated February 6, 2009, In the original principal amount of $3,944,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. The maturity date of this Mortgage is March 4, 2010. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums)from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits,and other benefits derived from the Property. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS MORTGAGE AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: N O DOLPHIN INTERNATIONAL,LLC By: Vijay . Bhatt, Member/Manager of Dolphin International, ti7)"'( n.., LLC "f C, t `�fT7 'D C-D .c- 0 0 c�� E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MORTGAGE Loan No:6001358-0102 (Continued) Page 12 LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF 1 SS COUNTY OF (/ 4211 On this day of . / A.D., 20 e9 , before me, the undersigned Notary Public in said County and State, /personally appeared Vijay J. Bhatt, Member/Manager of Dolphin International,LLC,to me personally known, who being by me duly sworn, did say that he or she is a member or designated agent of said limited liability company, and that the instrument was signed and sealed on behalf of the limited liability company by authority of the limited liability company and the member or designated agent acknowledged the execution of the instrument to be the voluntary act and deed of the limited liability company by it and by the member or designated agent voluntarily executed. Nota blic in the State of •'' +� Commission NEDWINA MCLE£S • umber 144860 • MY COM IS,SION EXPIRES cNir LASER PRO Lending, Ver. 5.43.00.003 Copr. Harland Financial Solutions, Inc. 1997, 2009. All Rights Reserved. - IA C:1CFI1LPL1G03.FC TR-20095 PR-30 fV C=O -L" yamy"�" !I J -�r�-I —o m 8 E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRIC1I n m III4` 111111111111111 111 Doc I0: 022311880003 TVDe: GEN Kind: MORTGAGE MODIFICATION Recorded: 09/30/2011 at 01:01:44 PM Fee Amt: $17.00 Pace 1 of 3 Johnson County Iowa Kim Painter County Recorder BK48 10 Pc794-796 FOR RECORDER'S USE ONLY Prepared By: Michelle A.Johnson,Loan Documentation Specialist, Bankers Trust Company,221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401, (319)896-7782 ADDRESS TAX STATEMENT: Dolphin International, LLC;738 N.Victoria Lane;Palatine,IL 60067 RECORDATION REQUESTED BY: Bankers Trust Company,221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401 WHEN RECORDED MAIL TO: Bankers Trust Company,221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401 MODIFICATION OF MORTGAGE The names of all Grantors (sometimes "Grantor") can be found on page 1 of this Modification. The names of all Grantees (sometimes "Lender") can be found on page 1 of this Modification. The property address can be found on page 1 of this Modification. The legal description can be found on page 1 of this Modification. The related document or instrument number can be found on page 1 of this Modification. THIS MODIFICATION OF MORTGAGE dated September 28, 2011. is made and executed between Dolphin International, LLC, whose address is 738 N. Victoria Lane, Palatine, IL 60067 (referred to below as "Grantor") and Bankers Trust Company, whose address is 221 3rd Avenue SE, Suite 150, Cedar Rapids,IA 52401 (referred to below as"Lender"). MORTGAGE. Lender and Grantor have entered into a Mortgage dated January 23, 2008 (the "Mortgage")which has been recorded in Johnson County,State of Iowa,as follows: Recording Date 01-28-2008,Johnson County Recorder,Book 4257,Page 780-790. REAL PROPERTY DESCRIPTION. The Mortgage covers the following described real property located in Johnson County, State of Iowa: c-� A PORTION OF THE EAST HALF OF SECTION 23, AND A PORTION OF THE WEST-HALF OF: SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH ;PRINCIPPt-„ MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF W}It ARP DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23, TOWNSHIP 79 NORTH 4GE 6-J WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWeTHENCE . '1 S89°37'07"W, 1318.71 FEET; THENCE NO0°02'09"E, 2649.23 FEET; THENCE N88°59'27"E�' s 1 519.72 FEET; THENCE S00°01'10"E, 21.04 FEET; THENCE S51°18'30"E, 182.73 FEEETHNCE"" '-""9 S38°40'30"W, 125.00 FEET; THENCE S51°18'40"E, 300.14 FEET; THENCE N3$°39`20"Eg 125.00 FEET; THENCE S51°15'00"E, 195.00 FEET; THENCE N38°35'50"E, 32000 FEET THENCE N51°17'38"W, 194.96 FEET; THENCE N38°42'53"E, 194.53 FEET TO THE POINT Or:, BEGINNING; THENCE N38°43'46"E, 550.11 FEET; THENCE N06°46'05"W, 84.92 FEET; THENCE N38°28'45"E, 150.02 FEET; THENCE S51°22'51"E, 1044.09 FEET; THENCE S38°35'58"W, 682.93 FEET; THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'50"W; THENCE N89°58'18"W, 41.71 FEET; THENCE N0O°04'51"E, 101.71 FEET; THENCE N51°21'59"W, 825.76 FEET TO SAID POINT OF BEGINNING, CONTAINING 17.54 ACRES The Real Property or its address is commonly known as 2401 Highway 6 East, Iowa City, IA 52240. MODIFICATION.Lender and Grantor hereby modify the Mortgage as follows: Exhibit N E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MODIFICATION OF MORTGAGE • Loan No:6001358-0201 (Continued) Page 2 PRINCIPAL INCREASE: THIS MORTGAGE NOW SECURES CREDIT IN THE AMOUNT OF $9,120,923.87. CONTINUING VALIDITY. Except as expressly modified above, the terms of the original Mortgage shall remain unchanged and in full force and effect and are legally valid, binding, and enforceable in accordance with their respective terms. Consent by Lender to this Modification does not waive Lender's right to require strict performance of the Mortgage as changed above nor obligate Lender to make any future modifications. Nothing in this Modification shall constitute a satisfaction of the promissory note or other credit agreement secured by the Mortgage (the "Note"). It is the intention of Lender to retain as liable all parties to the Mortgage and all parties, makers and endorsers to the Note, including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, shalt not be released by virtue of this Modification. If any person who signed the original Mortgage does not sign this Modification, then all persons signing below acknowledge that this Modification is given conditionally, based on the representation to Lender that the non-signing person consents to the changes and provisions of this Modification or otherwise will not be released by it. This waiver applies not only to any initial extension or modification,but also to all such subsequent actions. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MODIFICATION OF MORTGAGE AND GRANTOR AGREES TO ITS TERMS. THIS MODIFICATION OF MORTGAGE IS DATED SEPTEMBER 28, 2011. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS MODIFICATION OF MORTGAGE AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: DOLPHIN INTERNATIONAL,LLC By:� Vijay hatt, Member/Manager of Dolphin International, LLC LENDER: BANKS RUST COMPANY X t,k/ V P Auth 'zed Signer h.) C=2 :C? j> SCIMMEIM C"7-C � � _ -tf CEJ E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT MODIFICATION OF MORTGAGE Loan No:6001358-0201 (Continued) Page 3 LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF .� 1 SS COUNTY OF �`,�cam,.. ► On this A0 P day of %p , A.D., 20 11_, before me, the undersigned Notary blic in said County nd State, Srersonally appeared Vijay J. Bhatt, Member/Manager of Dolphin International, LLC,to me personally known,who being by me duly sworn, did say that he or she is a member or designated agent of said limited liability company, and that the instrument was signed and sealed on behalf of the limited liability company by authority of the limited liability company and the member or designated agent acknowledged the execution of the instrument to be the voluntary act and deed of the limited liability company by it and by the member or designated agent voluntarily executed. glea."4//4,V° /9 EDWIMA McLEES Notary Public in the State of,�g�Le�� ± Com,mss�o,`Ntlr.,be,144860 iy;?S, MY COMMISSION EXPIR . LENDER ACKNOWLEDGMENT STATE OF ►SS COUNTY OF ► On this 2f-/-4 day of _d , A.D., 20 a , before me, the undersigned Notary Public in said County an. State, rsonally appeared 7,tJ r4,7 and known to me to be the /J'ei ite�� t-�, authorized agent for Banicers Trust Company that executed the within and foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of Bankers Trust Company,duly authorized by Bankers Trust Company through its board of directors or otherwise, for the uses and purposes therein mentioned,and on oath stated that he or she is authorized to execute this said instrument and in fact executed this said instrument on behalf of Bankers Trust Co ny. By J 4cr c r .. ,4i ' Residing at L/�i� 6, Notary Public in and for the State of My commission expires /61—/ — /'K EDWINA McLEES i . Commission Number 141860 MY COMMISSION EXPI 0 ,ir LASER PRO Lending, Ver. 5.57.10.001 Copr. Harland Financial Solutions, Inc. 1997, 2011. Af� Rights Reserved. -IA C:\CFI\LPL\G201.FC TR-28610 PR-30 03/PA., C")rri -< -� �r -_� CD E FILED 2014 SEP 09 1.46 PM JOHNSON-CLERK OF DISTRICT COURT .�4u 1 Doc ID: 022311870003 Tvpe: GEN RecordedT09/30//2011IatT01:02:09 PM Fee Amt: $17.00 Pace 1 of 3 Johnson County Iowa Kim Painter County Recorder 4810 P0797-799 FOR RECORDER'S USE ONLY Prepared By: Michelle A.Johnson,Loan Documentation Specialist,Bankers Trust Company, 221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401,(319)896-7782 RECORDATION REQUESTED BY: Bankers Trust Company,221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401 WHEN RECORDED MAIL TO: Bankers Trust Company, 221 3rd Avenue SE,Suite 150, Cedar Rapids,IA 52401 MODIFICATION OF MORTGAGE The names of all Grantors (sometimes "Grantor") can be found on page 1 of this Modification. The names of all Grantees(sometimes"Lender")can be found on page 'I of this Modification. The property address can be found on page 1 of this Modification. The legal description can be found on page 1 of this Modification. The related document or instrument number can be found on page 1 of this Modification, THIS MODIFICATION OF MORTGAGE dated September 28, 2011, is made and executed between Dolphin International, LLC, whose address is 738 N. Victoria Lane, Palatine, IL 60067 (referred to below as "Grantor") and Bankers Trust Company,whose address is 221 3rd Avenue SE, Suite 150, Cedar Rapids,IA 52401 (referred to below as"Lender"). MORTGAGE. Lender and Grantor have entered Into a Mortgage dated February 6, 2009 (the "Mortgage")which has been recorded in Johnson County,State of Iowa,as follows: Recording Date February 11,2009,Johnson County Recorder,Book 4392,Page 337-348. REAL PROPERTY DESCRIPTION. The Mortgage covers the following described real property located In Johnson County,State of Iowa: SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23,TOWNSHIP 79 NORTH,RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE 389°37'07"W, 1318.71 FEET; THENCE NOO°02'09"E, 2649.23 FEET; THENCE N88°59'27"E, 519.72 FEET;THENCE SOO°O1'10"E,21.04 FEET;THENCE S51°18'30"E, 182.73 FEET;THENCE S38°40'30"W, 125.00 FEET; THENCE S51°18'40"E, 300.14 FEET; THENCE N38°39'20"E, 125.00 FEET; THENCE S51°15'00"E, 195.00 FEET; THENCE N38°35'50"E, 320.00 FEET; C- THENCE N51°17'38"W, 194.96 FEET; THENCE N38°42'53"E, 194.53 FEET TO THE POINT OF _r:- BEGINNING; BEGINNING;THENCE N38°43'46"E, 550.11 FEET;THENCE N06°46'05"W,84.92 FEET;THENCE N38°28'45"E, 150.02 FEET; THENCE S51°22'51"E, 1044.09 FEET; THENCE S38°3ar"5 W, c? 682.93 FEET; THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOIST RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD .1EAR3 —' 364°18'50"W; THENCE N89°5818"W, 41.71 FEET; THENCE NOO°04'51-E, 101.71--SET; `J THENCE N51°21•59"W, 825.76 FEET TO SAID POINT OF BEGINNING, CONTAINING-054 -a ACRES fli The Real Property or its address is commonly known as 2401 Highway 6 East,Iowa City,IA 5224Q.,: MODIFICATION.Lender and Grantor hereby modify the Mortgage as follows: LEGAL DESCRIPTION: x1 A PORTION OF THE EAST HALF OF SECTION 23, AND A PORTION OF THE WEST HALF OF Exhibit 0 E FILED 2014 cEP 09 3,46 PM InHNSQN-CI FRK OF DISTRICT COURT , MODIFICATION OF MORTGAGE Loan No:6001358-0102 (Continued) Page 2 • SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23,TOWNSHIP 79 NORTH,RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE $89°37'07"W, 1318.71 FEET; THENCE N0O°02'09"E, 2649.23 FEET; THENCE N88°59'27"E, 519.72 FEET;THENCE SOO°01'10"E, 21.04 FEET;THENCE S51°18'30"E, 182.73 FEET;THENCE S38°40'30"W, 125.00 FEET; THENCE S51°18'40"E, 300.14 FEET; THENCE N38°39'20"E, 125.00 FEET; THENCE S51°15'00"E, 195.00 FEET; THENCE N38°35'50"E, 320.00 FEET; THENCE N51°17'38"W, 194.96 FEET; THENCE N38°42'53"E, 194.53 FEET TO THE POINT OF BEGINNING;THENCE N38°43'46"E, 550.11 FEET;THENCE NO6°46'05'W, 84.92 FEET;THENCE N38°28'45'E, 150.02 FEET; THENCE S51°22'51"E, 1044.09 FEET; THENCE S38°35'58"W, 682.93 FEET; THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'50"W; THENCE N89°58'18"W, 41.71 FEET; THENCE NOO°04'51"E, 101.71 FEET; THENCE N51°21'59"W, 825.76 FEET TO SAID POINT OF BEGINNING, CONTAINING 17.54 ACRES. CONTINUING VALIDITY. Except as expressly modified above,the terms of the original Mortgage shall remain unchanged and in full force and effect and are legally valid, binding, and enforceable in accordance with their respective terms. Consent by Lender to this Modification does not waive Lender's right to require strict performance of the Mortgage as changed above nor obligate Lender to make any future modifications. Nothing in this Modification shall constitute a satisfaction of the promissory note or other credit agreement secured by the Mortgage(the"Note"). It is the intention of Lender to retain as liable all parties to the Mortgage and all parties, makers and endorsers to the Note, including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser,including accommodation makers, shall not be released by virtue of this Modification. If any person who signed the original Mortgage does not sign this Modification,then all persons signing below acknowledge that this Modification is given conditionally,based on the representation to Lender that the non-signing person consents to the changes and provisions of this Modification or otherwise will not be released by it. This waiver applies not only to any initial extension or modification,but also to all such subsequent actions. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MODIFICATION OF .MORTGAGE AND-GRANTOR AGREES TO ITS TERMS. THIS MODIFICATION OF MORTGAGE IS DATED SEPTEMBER 28,2011. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS MODIFICATION OF MORTGAGE AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: • DOLPHIN INTERNATIONAL,LLC By; V1/**--tA-7------ ember/Manager of Dolphin International, LLC LENDER: BANS TRUST COMPANY a N X ' I/' V/ 1(4IVY • C., .r Authorized Signer it i n"C w «"' --ICS ]'�� fTl .. 0 G> E FILED 9nta RFP ne n.46 PM JOHNSON-CLERK OF DISTRICT COURT MODIFICATION OF MORTGAGE Loan No:6001358-0102 (Continued) Page 3 LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF Alt.' —Al_ I 1SS • COUNTY OF / / lit_ ) On this , `"1 day of 7,�/ert..4.„t A.D., 20 7/ , before me, the undersigned Notary Public in said Coun and State, personally appeared Vijay J. Bhatt, Member/Manager of Dolphin International.LLC,to me personally known,who being by me dulysworn, did say that he or she is a member or designated agent of said limited liability Company, and that the • instrument was signed and sealed on behalf of the limited liability company by authority of the limited liability company and the member or designated agent acknowledged the execution of the instrument to be the voluntary act and deed of the limited liability company by ft and by the member or de ignated agent voluntarily executed. / __ / ' Notary Public in the State • '14-1, (,pnfli n N 144 UR09r MYCOMtflp I�a-e2 rY. LENDER ACKNOWLEDGMENT ' STATE OF ) 1 SS COUNTY OF ��/ / ' — On this day of hoe /Le/•-A D., 20 l7 , befo a me, the undersigned Notary Public in said County d ted Siete, ersonaly appeared �:pert/ L.) Ci`$->/� and known to me to be the ' — authorized agent for Bankdrs Trust Company that executed the within and foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of Bankers Trust Company,duly authorized by Bankers Trust Company through its board of directors or otherwise,for the uses and purposes therein mentioned,and on oath stated that he or she is authorized to execute this said instrument and in fact executed this said instrument strument on behalf k. Bankers Trust iom Lny. Y _ _A..... . e►�A. Rodding at ��n.t„4..., CO-t..4.04'�/ /` Notayyn/y1 ii in tru{ggk eL¢t e o L-trier. My commission expires I-4 �1 // 10 • Co mussion Nwnber tecsEo 't...- • MY E-FILED 2014 SEP Dpi p:46 PM JOHNSON -CLERK OF DISTRICT COURT • III111 II1!(I1!Ill11ili If!I IInII111111'1I1 ✓ Doc ID: 021068990007 Tvoe: GEN Recorded: 01/28/2008 at 03:21:37 PM Fee Am:: 837.00 Pace 1 of 7 Johrson County Iowa Kim Painter County Recorder 4257 PG791-797 Q, FOR RECORDER'S USE ONLY Prepared By: Michelle A.Johnson,Documentation Specialist,Bankers Trust Company,N.A.,221 3rd Avenue.SE,Suite 150,Cedar Rapids,IA 52401, (3191 896-7782 ADDRESS TAX STATEMENT: Dolphin International,LLC; 738 N.Victoria Lane;Palatine,IL 60067 RECORDATION REQUESTED BY: Bankers Trust Company,N.A.;221 3rd Avenue SE,Suite 150;Cedar Rapids,IA 52401 WHEN RECORDED MAIL TO: Bankers Trust Company,N.A.;221 3rd Avenue SE,Suite 150;Cedar Rapids,IA 52401 ASSIGNMENT OF RENTS The names of all Grantors (sometimes "Grantor") can be found on page 1 of this Assignment. The names of all Grantees(sometimes "Lender")can be found on page 1 of this Assignment. The property address can be found on page 1 of this Assignment. The legal description can be found on page 1 of this Assignment. THIS ASSIGNMENT OF RENTS dated January 23, 2008, is made and executed between Dolphin International, LLC, whose address is 738 N. Victoria Lane, Palatine, IL 60067 (referred to below as "Grantor")and Bankers Trust Company,N.A.,whose address is 221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401 (referred to below as"Lender"). ASSIGNMENT. For valuable consideration, Grantor hereby assigns, grants a continuing security interest in,and conveys to Lender all of Grantor's right,title, and Interest in and to The Rents from the following described Property located In Johnson County,State of Iowa: A PORTION OF THE EAST HALF OF SECTION 23, AND A PORTION OF THE WEST HALF OF SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23,TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE S89°37'07"W, 1318.71 FEET; THENCE N0O°02'09"E, 2649.23 FEET; THENCE N88°59'27"E, 519.72 FEET; THENCE SOO°01'10"E, 21.04 FEET; THENCE 851°18'30"E, 182.73 FEET; THENCE S38°40'30"W, 125.00 FEET; THENCE S51°18'40"E, 300.14 FEET; THENCE N38°39'20"E, 125.00 FEET; THENCE 551°15'00"E, 195.00 FEET; THENCE N38°35'60"E, 320.00 FEET; THENCE N51°17'38"W, 194.96 FEET;THENCE N38°42'53"E, 194.53 FEET TO THE POINT OF BEGINNING; THENCE N38°43'46"E, 550.11 FEET; THENCE N06°46`05"W, 84.92 FEET; THENCE N38°28'45"F, 150.02 FEET; THENCE S51°22'51"E, 1044.09 FEET; THENCE S38°35'58"W, 682.93 FEET; THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'50"W;THENCE N89°58'18"W, 41.71 FEET; THENCE NOO°04'61"E, 101.71 FEET; THENCE.N 21'59"W, 825,76 FEET TO SAID POINT OF BEGINNING, CONTAINING 17.54 ACRES The Property or its address Is commonly known as 2401 Highway 6 East,Iowa City,,IA 62240. -3 CROSS-COLLATERALIZATION. In addition to the Note,this Assignment secures all obligatierts, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, E-FILED 2014 SEP 0p x:16 PM JOHNSON-CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-9001 (Continued) Page 2 whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may bo or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. THIS ASSIGNMENT IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THIS ASSIGNMENT,AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Assignment or any Related Documents, Grantor shall pay to Lender all amounts secured by this Assignment as they become due, and shall strictly perform all of Grantor's obligations under this Assignment. Unless end until Lender exercises its right to collect the Rents as provided below and so long as there is no default under this Assignment, Grantor may remain In possession and control of and operate and manage the Property and collect the Rents, provided that the granting of the right to collect the Rents shall not constitute Lender's consent to the use of cash collateral in a bankruptcy proceeding. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: Ownership. Grantor is entitled to receive the Rents free and clear of all rights, loans, liens, encumbrances,and claims except as disclosed to and accepted by Lender In writing. Right to Assign. Grantor has the full right, power and authority to enter Into this Assignment and to assign and convey the Rents to Lender. No Prior Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any Instrument now in force. No Further Transfer. Grantor will not sell, assign, encumber, or otherwise dispose of any of Grantor's rights In the Rents except as provided in this Assignment. LENDER'S RIGHT TO RECEIVE AND COLLECT RENTS. Lender shall have the right at any time, and even though no default shall have occurred under this Assignment, to collect and receive the Rents. For this purpose,Lender Is hereby given and granted the following rights,powers and authority: Notice to Tenants. Lender may send notices to any and all tenants of the Property advising them of this Assignment and directing all Rents to be paid directly to Lender or Lender's agent. Enter the Property. Lender may enter upon and take possession of the Property; demand'collect and receive from the tenants or from any other persons liable therefor,all of the Rents;Institute and _ carry on all legal proceedings necessary for the protection of the Property,includintr such' j proceedings as may be necessary to recover possession of the Property; cdllact ale Rerjs and , remove any tenant or tenants or other persons from the Property. :'---1 may -- Maintain the Property. Lender may enter upon the Property to maintain the Prdpljty'nd ka 1p the same in repair; to pay the costs thereof and of all services of all employees;tlnjluding their equipment, and of all continuing costs and expenses of maintaining the Propend¢¢,,.. ropetlepalr and condition,and also to pay all taxes, assessments and water utilities,and thiprirm1umson fire and other insurance effected by Lender on the Property. - Compliance with Laws. Lender may do any and all things to execute end comply-with the Iew*s of the State of Iowa and also all other laws, rules, orders, ordinances end requirements of all,other governmental agencies affecting the Property. Lease the Property. Lender may rent or lease the whole or any part of the Property for such term or terms and on such conditions as Lender may deem appropriate. Employ Agents. Lender may engage such agent or agents as Lender may deem appropriate, either in Lender's name or in Grantor's name,to rent and manage the Property, Including the collection and application of Rents. Other Acts. Lender may do all such other things and acts with respect to the Property as Lender may deem appropriate and may act exclusively end solely In the place and stead of Grantor and to have all of the powers of Grantor for the purposes stated above. No Requirement to Act. Lender shall not be required to do any of the foregoing acts or things,end the fact that Lender shall have performed one or more of the foregoing acts or things shall not require Lender to do any other specific act or thing. APPLICATION OF RENTS. All costs and expenses incurred by Lender in connection with the Property shall be for Grantor's account end Lender may pay such costs and expenses from the Rents. Lender,in its sole discretion, shall determine the application of any and all Rents received by it; however, any such Rents received by Lender which are not applied to such costs and expenses shall be applied to the indebtedness. All expenditures made by Lender under this Assignment and not reimbursed from the E-FILED 2014 SEP 0p :L1.6 PM JOHNSON-CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-9001 (Continued) Page 3 Rents shall become a part of the Indebtedness secured by this Assignment, and shall be payable on demand,with interest at the Note rate from date of expenditure until paid. FULL PERFORMANCE. If Grantor pays all of the indebtedness when due and otherwise performs all the obligations imposed upon Grantor under this Assignment,the Note,and the Related Documents, Lender shall execute and deliver to Grantor a suitable satisfaction of this Assignment and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Property. Any termination fee required by law shall be paid by Grantor, if permitted by applicable law. NO OBLIGATION OF LENDER. The assignment and security interest granted in this Assignment shall not be deemed or construed to constitute Lender es a mortgagee or trustee in possession of the Property, to obligate Lender to lease the Property or to attempt to do so, or to take any action, Incur any expense or perform or discharge any obligation,duty or liability whatsoever under any of the leases or otherwise. LENDER'S EXPENDITURES. if any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor falls to comply with any provision of this Assignment or any Related Documents,including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Assignment or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims,at any time levied or placed on the Rents or the Property and paying all costs for insuring, maintaining end preserving the Property. All such expenditures Incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness end, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy;or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Assignment also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Assignment: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Other Defaults. Grantor fails to comply with or to perform any other term,obligation,covenant or condition contained in this Assignment or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. Default on Other Payments. Failure of Grantor within the time required by this Assignment to make any payment for taxes or insurance,or any other payment necessary to prevent filing of or to effect discharge of any lien. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Assignment or the Related Documents Is false or misleading in any material respect,either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Assignment or any of the Related Documents ceases to be in full force end effect(including failure of any collateral document to create a valid and perfected security interest or lien)at any time and for any reason. Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue Is made), any member withdraws from the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member,the insolvency of Grantor,the appointment of a receiver for any part of Grantor's property, any assignment for the Jyepefit of creditors, any type of creditor workout, or the commencement of any proceeding ender any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeitui4 pr dings, whether by Judicial proceeding, self-help, repossession or any other method -by.any ci ditor of Grantor or by any governmental agency against the Rents or any peoperiy securing thee"" Indebtedness. This includes a garnishment of any of Grantor's accountt rincludiaq)depose accounts, with Lender. However, this Event of Default shall not apply if there-is a good faltis dispute by Grantor as to the validity or reasonableness of the claim which'isrthe bast; of dr1 creditor or forfeiture proceeding and if Grantor gives Lender written notidsr,qf Abe creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the erBdttor or4orfeitutt_.F proceeding,in an amount determined by Lender,in its sole discretion,as being an adequate reserve or bond for the dispute. •`D 1. E-FILED 2014 SEP 09 146 PM�JOHNSON -CLERK OF DISTRICT COURT • ASSIGNMENT OF RENTS Loan No:6001358-9001 (Continued) Page 4 Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of,or liability under,any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is Impaired. Insecurity. Lender In good faith believes itself Insecure. RiGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter,Lender may exercise any one or more of the following rights and remedies,In addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at Its option to declare the entire Indebtedness immediately due and payable, including any prepayment penalty that Grantor would be required to pay without notice,except as may be expressly required by applicable law. Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and collect the Rents,Including amounts past due and unpaid,and apply the net proceeds, over and above Lender's costs,against the indebtedness. In furtherance of this right, Lender shall have all the rights provided for In the Lender's Right to Receive and Collect Rents Section, above, If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person,by agent,or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of ell or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, end to collect the Rents from the Property and apply the proceeds,over and above the cost of the receivership,against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Other Remedies. Lender shall have all other rights and remedies provided In this Assignment or the Note or by law. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Assignment, after Grantor's failure to perform,shall not affect Lender's right to declare a default and exercise its remedies. Attorneys' Fees; Expenses. If Lender Institutes any suit or action to enforce any of the terms of this Assignment, Lender shall be entitled to recover such sum as the court may adjudge reasonable es attorneys' fees at trial and upon any appeal. Whether or not any court action is involved,and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its Interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses,whether or not there Is a lawsuit,including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, end any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Grantor also will pay any court costs, In addition to all other sums provided by law. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this.7:1/41ignment: Amendments. This Assignment, together with any Related Documents; eonstitutee-the entire understanding and agreement of the parties as to the matters set forth tri tltl8 Asslgpment."` ^ alteration of or amendment to this Assignment shall be effective unless glv9rraiivritii>j and sign by the party or parties sought to be charged or bound by the alteration or anent. Caption Hearings. Caption headings In this Assignment are for convenient purposee-ehly and are not to be used to Interpret or define the provisions of this Assignment. `..t'"" i,.. rt-t —n Governing Law. This Assignment will be governed by federal law applicable W Lend1r end,td the extent not preempted by federal law,the laws of the State of Iowa without rega'd to i,sonflicie o law provisions. This Assignment has been accepted by Lender In the State of Iowa. -ii. E-FILED 2014 SEP 0?4:46 PMIJOHNSON -CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No;6001358-9001 (Continued) Page 6 Choice of Venue. If there Is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Linn County,State of Iowa. Merger. There shall be no merger of the interest or estate created by this assignment with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity,without the written consent of Lender. Interpretation. (11 In all cases where there is more than one Borrower or Grantor,then all words used in this Assignment In the singular shall be deemed to have been used in the plural where the context and construction so require. (2) If more than one person signs this Assignment es "Grantor,"the obligations of each Grantor are joint and several. This means that if Lender brings a lawsuit, Lender may sue any one or more of the Grantors. If Borrower and Grantor are not the same person, Lender need not sue Borrower first, and that Borrower need not be joined In any lawsuit. (3) The names given to paragraphs or sections In this Assignment ere for convenience purposes only.They are not to be used to interpret or define the provisions of this Assignment. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Assignment unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Assignment shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Assignment. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Assignment, the granting of such consent by Lender in any instance shell not constitute continuing consent to subsequent instances where such consent is required end in all cases such consent may be granted or withheld in the sole discretion of Lender. Merger. There shall be no merger of the interest or estate created by this assignment with any other Interest or estate in the Property at any time held by or for the benefit of Lender In any capacity,without the written consent of Lender. Notices. Any notice required to be given under this Assignment shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimite (unless otherwise required by law),when deposited with a nationally recognized overnight courier,or,if mailed,when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Assignment. Any party may change Its address for notices under this Assignment by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. Powers of Attorney. The various agencies and powers of attorney conveyed on Lender under this Assignment are granted for purposes of security and may not be revoked by Grantor until such time as the same are renounced by Lender. Severability. If a court of competent jurisdiction finds any provision of this Assignment to be Illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Assignment. Unless otherwise required by law, the Illegality, Invalidity, or unenforceability of any provision of this Assignment shall not affect the legality,validity or enforceability of any other provision of this Assignment. Successors and Assigns. Subject to any limitations stated in this Assignment ontransfer of Grantor's interest, this Assignment shall be binding upon and Inure to the-benefit of parties, their successors and assigns. If ownership of the Property becomes vested'Iri ..persoather than Grantor, Lender, without notice to Grantor,may deal with Grantor's successors with teearence'f this Assignment and the Indebtedness by way of forbearance or exteneidn.-without•_reteasind' Grantor from the obligations of this Assignment or liability under the IndebterIngss f Time is of the Essence. Time Is of the essence In the performance of this Assigrirfent.'�' + Release of Rights of Dower, Homestead and Distributive Share. Each of 166;underslpped her bl relinquishes all rights of dower,homestead and distributive share In and to this Property`and welvgp_ all rights of exemption as to any of the Property. If a Grantor is not an owner$f the Property,that,) Grantor executes this Mortgage for the sole purpose of relinquishing and waiving such Wets. Waiver of Right of Redemption. NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY CONTAINED IN THIS ASSIGNMENT, GRANTOR HEREBY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR JUDGMENT OF FORECLOSURE ON E-FILED 2014 SEP 091 :46 P JOHNSON -CLERK OF DISTRICT COURT • ASSIGNMENT OF RENTS Loan No:6001358-9001 (Continued) Page 6 GRANTOR'S BEHALF AND ON BEHALF OF EACH AND EVERY PERSON, EXCEPT JUDGMENT CREDITORS OF GRANTOR, ACQUIRING ANY INTEREST IN OR TITLE TO THE PROPERTY SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Assignment. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall Include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Assignment shall have the meanings attributed to such terms in the Uniform Commercial Code: Assignment. The word "Assignment" means this ASSIGNMENT OF RENTS, as this ASSIGNMENT OF RENTS may be amended or modified from time to time,together with all exhibits and schedules attached to this ASSIGNMENT OF RENTS from time to time. Borrower. The word'Borrower" means Dolphin International,LLC. Default. The word "Default" means the Default set forth In this Assignment In the section titled "Default". Event of Default. The words "Event of Default" mean any of the events of default set forth in this Assignment in the default section of this Assignment. Grantor. The word"Grantor"means Dolphin International,LLC. Guarantor. The word "Guarantor" means any guarantor,surety,or accommodation party of any or all of the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, Including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness" means all principal, Interest end late fees, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses Incurred by Lender to enforce Grantor's obligations under this Assignment, together with interest on such amounts as provided in this Assignment. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Assignment. Lender. The word "Lender" means Bankers Trust Company,N.A.,its successors and assigns. Mortgage. The word "Mortgage" means this ASSIGNMENT OF RENTS between Grantor and Lender. Note. The word "Note" means the promissory note dated January 23, 2008, in the original principal amount of $7,300,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the • promissory note or agreement. Property. The word "Property' means all of Grantor's right, title end Interest in and to all the Property as described in the"Assignment"section of this Assignment. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements end documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all of Grantor's present and future rights,title and interest in, to and under any and all present and future leases, including, without limitation, all rents, revenue, Income, Issues, royalties, bonuses, accounts receivable,cash or security deposits, advance rentals, profits end proceeds from the Property, and other payments and benefits derived or to be derived from such leases of every kind and nature,whether due now or later, including without limitation Grantor's right to enforce such leases end to receive and collect payment and proceeds thereunder. C� r 6 tom rn I � .r- E-FILED 2014 SEP 0•, 6 P JOHNSON-CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-9001 (Continued) Page 7 THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT, AND NOT PERSONALLY BUT AS AN AUTHORIZED SIGNER.HAS CAUSED THIS ASSIGNMENT TO BE SIGNED AND EXECUTED ON BEHALF OF GRANTOR ON JANUARY 23,2008. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS ASSIGNMENT OF RENTS AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: DOLPHIN INTERNATIONAL,LLC By: Vijay hatt, Member/Manager of Dolphin International, LLC LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF l4 1 ISS COUNTY OF (/T P14-1 On this fiet day of , A.D., 20 f9r, before me, the undersigned Notary Public in said C ty and State personally appeared Vijay J. Bhatt, Member/Manager of Dolphin International,LLC,to me personally known,who being by me duly sworn, did say that he or she is a member or designated agent of said limited liability company, and that the instrument was signed and sealed on behalf of the limited liability company by authority of the limited liability company and the member or designated agent acknowledged the execution of the instrument to be the voluntary act and deed of the limited liability company by it and by the member or designated agent voluntarily executed. Notary Pubac In the tate of_zt/ E04VtNlt kerg ES sIdi Number • Anr C011W1-:ION LASER PRO Lending, Ver. 6.39.00.008 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights Reserved. -IA C:ICFIILPL\G14.FC TR-16387 PR-20 c=1 .(--y ..•••• i1 '<r'r'I `d o l 1 '"y o 0 � 3 E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DIS �i L ,1 �111I�I!��Ilif9N`I1.�V IY N Recorded: 06/09/2008Doc ID: 0at7 T0113:32:4p4 PM Fee Amt: $37.00 Pape 1 of 7 Johnson County Iowa Kim Painter County Recorder 8K4309 Po423.429 FOR RECORDER'S USE ONLY Prepared By: Marlene R.Weeks,AVP,Bankers Trust Company, N.A., 221 3rd Avenue SE, Suite 150, Cedar Rapids, IA 52401, (319)896-7782 RECORDATION REQUESTED BY: Bankers Trust Company, N.A.; 221 3rd Avenue SE,Suite 150; Cedar Rapids, IA 52401 WHEN RECORDED MAIL TO: Bankers Trust Company, N.A.; 221 3rd Avenue SE,Suite 150;Cedar Rapids, IA 52401 ASSIGNMENT OF RENTS The names of all Grantors (sometimes "Grantor") can be found on page 1 of this Assignment. The names of all Grantees (sometimes "Lender") can be found on page 1 of this Assignment. The property address can be found on page 1 of this Assignment. The legal description can be found on page 1 of this Assignment. THIS ASSIGNMENT OF RENTS dated June 6, 2008, is made and executed between Dolphin International, LLC, whose address is 738 N. Victoria Lane, Palatine, IL 60067 (referred to below as "Grantor") and Bankers Trust Company, N.A., whose address is 221 3rd Avenue SE, Suite 150,Cedar Rapids, IA 52401 (referred to below as "Lender"). ASSIGNMENT. For valuable consideration, Grantor hereby assigns, grants a continuing security interest In, and conveys to Lender all of Grantor's right, title, and interest in and to the Rents from the following described Property located in Johnson County, State of Iowa: A PORTION OF THE EAST HALF OF SECTION 23, AND A PORTION OF THE WEST HALF OF SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23, TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN. IOWA CITY, JOHNSON COUNTY, IOWA, THENCE S89°37'07"W, 1318.71 FEET; THENCE N00°02'09"E, 2649.23 FEET; THENCE N88°59'27"E, 519.72 FEET; THENCE S00°01'10"E, 21.04 FEET; THENCE S51°18'30"E, 182.73 FEET; THENCE S38°40'30"W, 125.00 FEET; THENCE S51°18'40"E, 300.14 FEET; THENCE N38°39'20"E, 125.00 FEET; THENCE S51°15'00"E, 195.00 FEET; THENCE N38°35'50"E, 320.00 FEET; THENCE N51°17'38"W, 194.96 FEET; THENCE N38°42'53"E, 194.53 FEET TO THE POINT OF BEGINNING; THENCE N38°43'46"E, 550.11 FEET; THENCE N06°46'05"W, 84.92 FEET; THENCE N38°2845"E, 150.02 FEET; THENCE 551°22'51"E, 1044.09 FEET; THENCE S38°35'58"W, 6$2,03 ET: THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADfI,IS..CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'50-'W;-THENCE N89°58'18"W, 41.71 FEET; THENCE N00°04'51"E, 101.71 FEET; THENCE N51°21'59"W, 825.76 • FEET TO SAID POINT OF BEGINNING,CONTAINING 17.54 ACRES The Property or Its address is commonly known as 2401 Highway 6 East, Iowa City, IA 52240. CROSS-COLLATERALIZATION. In addition to the Note, this Assignment secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others, whether • E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No: 6001358-0001 (Continued) Page 2 obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. THIS ASSIGNMENT IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THIS ASSIGNMENT,AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN AND ACCEPTED ON,",�`' THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Assignment or any Rehted0 Documents, Grantor shall pay to Lender all amounts secured by this Assignment as they beoortia.t)ue,– MOD and shall strictly perform all of Grantor's obligations under this Assignment. Unless and urttlbLe(ider_. i exercises its right to collect the Rents as provided below and so long as there is no default t ftler-thls—.J Assignment, Grantor may remain in possession and control of and operate and manage the.Prpperty and collect the Rents, provided that the granting of the right to collect the Rents shall not bons-Mute-0 Lender's consent to the use of cash collateral in a bankruptcy proceeding. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: •• Ownership. Grantor is entitled to receive the Rents free and clear of all rights, loans, liens, encumbrances, and claims except as disclosed to and accepted by Lender in writing. Right to Assign. Grantor has the full right, power and authority to enter into this Assignment and to assign and convey the Rents to Lender. No Prior Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any instrument now in force. No Further Transfer. Grantor will not sell, assign, encumber, or otherwise dispose of any of Grantor's rights in the Rents except as provided in this Assignment. LENDER'S RIGHT TO RECEIVE AND COLLECT RENTS. Lender shall have the right at any time, and even though no default shall have occurred under this Assignment, to collect and receive the Rents. For this purpose, Lender is hereby given and granted the following rights,powers and authority: Notice to Tenants. Lender may send notices to any and all tenants of the Property advising them of this Assignment and directing all Rents to be paid directly to Lender or Lender's agent. Enter the Property. Lender may enter upon and take possession of the Property; demand, collect and receive from the tenants or from any other persons liable therefor, all of the Rents; institute and carry on all legal proceedings necessary for the protection of the Property, including such proceedings as may be necessary to recover possession of the Property; collect the Rents and remove any tenant or tenants or other persons from the Property. Maintain the Property. Lender may enter upon the Property to maintain the Property and keep the same in repair; to pay the costs thereof and of all services of all employees, including their equipment, and of all continuing costs and expenses of maintaining the Property In proper repair and condition, and also to pay all taxes, assessments and water utilities, and the premiums on fire and other insurance effected by Lender on the Property. Compliance with Laws. Lender may do any and all things to execute and comply with the laws of the State of Iowa and also all other laws, rules, orders, ordinances and requirements of all other governmental agencies affecting the Property. Lease the Property. Lender may rent or lease the whole or any part of the Property for such term or terms and on such conditions as Lender may deem appropriate. Employ Agents. Lender may engage such agent or agents as Lender may deem appropriate, either in Lender's name or in Grantor's name, to rent and manage the Property, including the collection and application of Rents. Other Acts. Lender may do all such other things and acts with respect to the Property as Lender may deem appropriate and may act exclusively and solely in the place and stead of Grantor and to have all of the powers of Grantor for the purposes stated above. No Requirement to Act. Lender shall not be required to do any of the foregoing acts or things, and the fact that Lender shall have performed one or more of the foregoing acts or things shall not require Lender to do any other specific act or thing. APPLICATION OF RENTS. All costs and expenses incurred by Lender in connection with the Property shall be for Grantor's account and Lender may pay such costs and expenses from the Rents. Lender,in Its sole discretion, shall determine the application of any and all Rents received by it; however, any such Rents received by Lender which are not applied to such costs and expenses shall be applied to the Indebtedness. All expenditures made by Lender under this Assignment and not reimbursed from the Rents shall become a part of the Indebtedness secured by this Assignment, and shall be payable on demand,with interest at the Note rate from date of expenditure until paid. • • E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-0001 (Continued) Page 3 FULL PERFORMANCE. If Grantor pays all of the Indebtedness when due and otherwise performs all the obligations imposed upon Grantor under this Assignment,the Note, and the Related Documents, Lender shall execute and deliver to Grantor a suitable satisfaction of this Assignment and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Property. Any termination fee required by law shall be paid by Grantor, if permitted by applicable law. NO OBLIGATION OF LENDER. The assignment and security interest granted in this Assignment shall not be deemed or construed to constitute Lender as a mortgagee or trustee in possession of the Property, to obligate Lender to lease the Property or to attempt to do so, or to take any action, incur any expense or perform or discharge any obligation,duty or liability whatsoever under any of the leases or otherwise. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affeW, Lender's interest in the Property or if Grantor fails to comply with any provision of this Assignment 51_ any Related Documents, including but not limited to Grantor's failure to discharge or pay whipi whipdue arjy_- amounts Grantor is required to discharge or pay under this Assignment or any Related Docualentg;? II Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lerydefteern appropriate, including but not limited to discharging or paying all taxes, liens, securittJnterests.'�, f' {fa encumbrances and other claims, at any time levied or placed on the Rents or the Property and- ng all costs for insuring, maintaining and preserving the Property. All such expenditures incurred;ei paid byv Lender for such purposes will then bear interest at the rate charged under the Note from-the'data �� incurred or paid by Lender to the date of repayment by Grantor. All such expenses will becon a part— 70 of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the• balance of the Note and be apportioned among and be payable with any installment payments to? become due during either (1) the term of any applicable Insurance policy; or (2) the remaining term" of the Note; or (C) be treated as a balloon payment which will be due end payable at the Note's maturity. The Assignment also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Assignment: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Assignment or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. Default on Other Payments. Failure of Grantor within the time required by this Assignment to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Assignment or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Assignment or any of the Related Documents ceases to be in full force and effect(including failure of any collateral document to create a valid and perfected security interest or lien)at any time and for any reason. Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member,the Insolvency of Grantor,the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against the Rents or any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against. E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-0001 (Continued) Page 4 Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,or liability under,any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Lender may exercise any one or more of the following rights and remedies,in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at Its option to declare the entire Indebtedness immediately due and payable, including any prepayment penalty that Grantor would be required to pay without notice, except as may be expressly required by applicable law. Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of t� Property and collect the Rents, including amounts past due and unpaid,and apply the net proceeds) over and above Lender's costs, against the Indebtedness. In furtherance of this right,-tender shei) have all the rights provided for in the Lender's Right to Receive and Collect Rents SeCtion,above If the Rents are collected by Lender, then Grantor irrevocably designates Lender as,Grento� attorney-in-fact to endorse Instruments received in payment thereof in the name of Gra-MU:and to negotiate the same and collect the proceeds. Payments by tenants or other users E t ender Jj response to Lender's demand shall satisfy the obligations for which the payments-are=glade, c whether or not any proper grounds for the demand existed. Lender may exercise itsf{ts.undar7 j this subparagraph either in person, by agent,or through a receiver. — - Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession'of alt. or any part of the Property, with the power to protect and preserve the Property, to operate they Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the- proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Other Remedies. Lender shall have all other rights and remedies provided in this Assignment or the Note or by law. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Assignment, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Assignment, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved,and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest et the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph Include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Assignment: Amendments. This Assignment, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Assignment. No alteration of or amendment to this Assignment shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment, Caption Headings. Caption headings in this Assignment are for convenience purposes only and are not to be used to Interpret or define the provisions of this Assignment. Governing Law. This Assignment will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of the State of Iowa without regard to Its conflicts of law provisions. This Assignment has been accepted by Lender in the State of Iowa. Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the • E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-0001 (Continued) Page 5 jurisdiction of the courts of Linn County,State of Iowa. Merger. There shall be no merger of the interest or estate created by this assignment with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Interpretation. (1) In all cases where there is more than one Borrower or Grantor, then all words used in this Assignment in the singular shall be deemed to have been used in the plural where the context and construction so require. (2) If more than one person signs this Assignment as "Grantor," the obligations of each Grantor are joint and several. This means that if Lender brings a lawsuit, Lender may sue any one or more of the Grantors. If Borrower and Grantor are not the same person, Lender need not sue Borrower first, and that Borrower need not be joined in any lawsuit. (3) The names given to paragraphs or sections in this Assignment are for convenience purposes only.They are not to be used to interpret or define the provisions of this Assignment. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Assignment unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Assignment shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Assignment. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Assignment, the granting such consent by Lender in any instance shall not constitute continuing consent to subsequegi instances where such consent is required and in all cases such consent may be granted-orwithhdd in the sole discretion of Lender. - O Merger. There shall be no merger of the interest or estate created by this assignmewj Jprth other interest or estate in the Property at any time held by or for the benefit of Leval ,in ano capacity,without the written consent of Lender. Notices. Any notice required to be given under this Assignment shall be given In writing,.'and shW be effective when actually delivered, when actually received by telefacsimile (unlese•;otherwise. required by law),when deposited with a nationally recognized overnight courier,or, if Mailed,when deposited in the United States mail, as first class, certified or registered mail postage prepaidD directed to the addresses shown near the beginning of this Assignment. Any party may change its address for notices under this Assignment by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. Powers of Attorney. The various agencies and powers of attorney conveyed on Lender under this Assignment are granted for purposes of security and may not be revoked by Grantor until such time as the same are renounced by Lender. Severability. If a court of competent jurisdiction finds any provision of this Assignment to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Assignment. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Assignment shall not affect the legality, validity or enforceability of any other provision of this Assignment. Successors and Assigns. Subject to any limitations stated in this Assignment on transfer of Grantor's interest, this Assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Assignment and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Assignment or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Assignment. Release of Rights of Dower, Homestead and Distributive Share. Each of the undersigned hereby relinquishes all rights of dower, homestead and distributive share in and to the Property and waives all rights of exemption as to any of the Property. If a Grantor is not an owner of the Property,that Grantor executes this Mortgage for the sole purpose of relinquishing and waiving such rights. Waiver of Right of Redemption. NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY CONTAINED IN THIS ASSIGNMENT, GRANTOR HEREBY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR JUDGMENT OF FORECLOSURE ON GRANTOR'S BEHALF AND ON BEHALF OF EACH AND EVERY PERSON, EXCEPT JUDGMENT • E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT • ASSIGNMENT OF RENTS Loan No: 6001358-0001 (Continued) Page 6 CREDITORS OF GRANTOR, ACQUIRING ANY INTEREST IN OR TITLE TO THE PROPERTY SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Assignment. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Assignment shall have the meanings attributed to such terms in the Uniform Commercial Code: Assignment. The word "Assignment" means this ASSIGNMENT OF RENTS, as this ASSIGNMENT OF RENTS may be amended or modified from time to time,together with all exhibits and schedules attached to this ASSIGNMENT OF RENTS from time to time. Borrower. The word "Borrower" means Dolphin International, LLC. Default. The word "Default" means the Default set forth in this Assignment in the section titled "Default". Event of Default. The words "Event of Default" mean any of the events of default set forth in this Assignment in the default section of this Assignment. Grantor. The word "Grantor" means Dolphin International, LLC. Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender,including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness" means all principal, interest and late fees, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Assignment, together with interest on such amounts as provided in this Assignment. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Assignment. Lender. The word "Lender" means Bankers Trust Company, N.A.,Its successors and assigns. Mortgage. The word "Mortgage" means this ASSIGNMENT OF RENTS between Grantor and Lender. Note. The word "Note" means the promissory note dated June 6, 2008, in the original principal amount of 5250,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Property. The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in the"Assignment" section of this Assignment. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all of Grantor's present and future rights, title and interest in, to and under any and all present and future leases, including, without limitation, all rents, revenue, income, issues, royalties, bonuses, accounts receivable, cash or security deposits, advance rentals, profits and proceeds from the Property, and other payments and benefits derived or to be derived from such leases of every kind and nature, whether due now or later, including without limitation Grantor's right to enforce such leases and to receive and collect payment and proceeds thereunder. CI 77:7 C7 E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-0001 (Continued) Page 7 THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT, AND NOT PERSONALLY BUT AS AN AUTHORIZED SIGNER, HAS CAUSED THIS ASSIGNMENT TO BE SIGNED AND EXECUTED ON BEHALF OF GRANTOR ON JUNE 6,2008. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS ASSIGNMENT OF RENTS AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: DOLPHIN INTERNATIONAL, LLC By: Vijay ' c hatt, ember/Manager of Dolphin International, LLC LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF Ca4-14.44L-- J ISS COUNTY OF C.� :1441 On this 64(/I day of 2 , A.D., 20 e/, before me, the undersigned Notary Public in said Cou and State, personally appeared Vijay J. Bhatt, Member/Manager of Dolphin International, LLC,to me personally known, who being by me duly sworn, did say that he or she is a member or designated agent of said limited liability company, and that the instrument was signed and sealed on behalf of the limited liability company by authority of the limited liability company and the member or designated agent acknowledged the execution of the instrument to be the voluntary act and deed of the limited liability company by it and by the member or designated agent voluntarily executed. &4i4744( Notary Public in the State of ••10.4.E/',tees - f* cm E wiNA Mang t II4)(�1 CL , s ...,,<,�ti„ ®tee • div.-...: V�cS�ON 11�8E o T d LASER PRO Lending, Ver. 5.40.00.003 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights Reserved. -IA C:1CFI1LPL\G14.FC TR-17841 PR-20 CJ -C" rsmOSIO -tel rn - rn —U ,L- E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT 31-a9 M111 l .IIi1lllI 1111 uIIMIN Doc ID: 021275840007 Tvoe: GEN Recorded: 09/10/2008 at 01:43:02 PM Fee Amt: $37.00 Pace 1 of 7 Johnson County Iowa Kim Painter County Recorder BK4348 Pa474-480 FOR RECORDER'S USE ONLY Prepared By: Michelle A.Johnson,Documentation Specialist, Bankers Trust Company, N.A., 221 3rd Avenue SE,Suite 150, Cedar Rapids, IA 52401, (319) 896-7782 ADDRESS TAX STATEMENT: Dolphin International, LIC; 738 N. Victoria Lane; Palatine, IL 60067 RECORDATION REQUESTED BY: Bankers Trust Company, N.A.; 221 3rd Avenue SE, Suite 150; Cedar Rapids, IA 52401 WHEN RECORDED MAIL TO: Bankers Trust Company, N.A.; 221 3rd Avenue SE,Suite 150;Cedar Rapids, IA 52401 ASSIGNMENT OF RENTS The names of all Grantors (sometimes "Grantor") can be found on page 1 of this Assignment. The names of all Grantees (sometimes "Lender") can be found on page 1 of this Assignment. The property address can be found on page 1 of this Assignment. The legal description can be found on page 1 of this Assignment. THIS ASSIGNMENT OF RENTS dated September 4, 2008, is made and executed between Dolphin International, LLC, whose address is 738 N. Victoria Lane, Palatine, IL 60067 (referred to below as "Grantor") and Bankers Trust Company, N.A., whose address is 221 3rd Avenue SE, Suite 150, Cedar Rapids,IA 52401 (referred to below as "Lender"). ASSIGNMENT. For valuable consideration, Grantor hereby assigns, grants a continuing security interest in, and conveys to Lender all of Grantor's right, title, and interest in and to the Rents from the following described Property located in Johnson County, State of Iowa: A PORTION OF THE EAST HALF OF SECTION 23, AND A PORTION OF THE WEST HALF OF SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23, TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE S89°37'07"W, 1318.71 FEET; THENCE N00°02'09"E, 2649.23 FEET, THENCE N88°59'27"E, 519.72 FEET; THENCE S00°01'10"E, 21.04 FEET; THENCE S51°18'30"E, 182.73 FEET; THENCE S38°40'30"W, 125.00 FEET, THENCE S51°18'40"E, 300.14 FEET; THENCE N38°39'20"E, 125.00 FEET; THENCE S51°15'00"E, 195.00 FEET; THENCE N38°35'50"E, 320.00 FEET; THENCE N51°17'38"W, 194.96 FEET; THENCE N38°42'53"E, 194.53 FEET TO THE POINT OF BEGINNING; THENCE N38°43'46"E, 550.11 FEET; THENCE N06°46'05", 84.92 FEET; THENCE N38°28'45"E, 150.02 FEET; THENCE S51°22'51"E, 1044.09 FEET; THENCE S38°35'58"W, 682.93 FEET;, ' THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'50"W; THENCE N89°58'18"W, 41.71 FEET; THENCE N00°04'51"E, 101.71 FEET; THENCE N51°21"59"W, 825.76- FEET TO SAID POINT OF BEGINNING, CONTAINING 17.54 ACRES, SUBJECT TO EASEMENTS, j CONVENANTS, CONDITIONS AND RESTRICTIONS OF RECORD The Property or its address is commonly known as 2401 Highway 6 East, Iowa City, IA 52240. CROSS-COLLATERALIZATION. In addition to the Note, this Assignment secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT • ASSIGNMENT OF RENTS Loan No: 6001358-0101 (Continued) Page 2 whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. THIS ASSIGNMENT IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THIS ASSIGNMENT,AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Assignment or any Related Documents, Grantor shall pay to Lender all amounts secured by this Assignment as they become due, and shall strictly perform all of Grantor's obligations under this Assignment. Unless and until Lender exercises its right to collect the Rents as provided below and so long as there is no default under this Assignment, Grantor may remain in possession and control of and operate and manage the Property and collect the Rents, provided that the granting of the right to collect the Rents shall not constitute Lender's consent to the use of cash collateral in a bankruptcy proceeding. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: Ownership. Grantor Is entitled to receive the Rents free and clear of all rights, loans, liens, encumbrances, and claims except as disclosed to and accepted by Lender in writing. Right to Assign. Grantor has the full right, power and authority to enter into this Assignment and to assign and convey the Rents to Lender. No Prior Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any instrument now in force. No Further Transfer. Grantor will not sell, assign, encumber, or otherwise dispose of any of Grantor's rights in the Rents except as provided in this Assignment. LENDER'S RIGHT TO RECEIVE AND COLLECT RENTS. Lender shall have the right at any time, and even though no default shall have occurred under this Assignment, to collect and receive the Rents. For this purpose, Lender is hereby given and granted the following rights,powers and authority: Notice to Tenants. Lender may send notices to any and all tenants of the Property advising them o r--i this Assignment and directing all Rents to be paid directly to Lender or Lender's agent. _ Enter the Property. Lender may enter upon and take possession of the Property; demand, collect and receive from the tenants or from any other persons liable therefor, all of the Rents; institute=and' carry on all legal proceedings necessary for the protection of the Property, including—s ich—" proceedings as may be necessary to recover possession of the Property; collect the Reks'nd remove any tenant or tenants or other persons from the Property. rn Maintain the Property. Lender may enter upon the Property to maintain the Property and lc4etrthe same in repair; to pay the costs thereof and of all services of all employees, including;tlieir �� equipment, and of all continuing costs and expenses of maintaining the Property in proper:repair and condition, and also to pay all taxes, assessments and water utilities, and the premiums an fire and other insurance effected by Lender on the Property. Compliance with Laws. Lender may do any and all things to execute and comply with the laws of the State of Iowa and also all other laws, rules, orders, ordinances and requirements of all other • governmental agencies affecting the Property. Lease the Property. Lender may rent or lease the whole or any part of the Property for such term or terms and on such conditions as Lender may deem appropriate. Employ Agents. Lender may engage such agent or agents as Lender may deem appropriate, either in Lender's name or in Grantor's name, to rent and manage the Property, including the collection and application of Rents. Other Acts. Lender may do all such other things and acts with respect to the Property as Lender may deem appropriate and may act exclusively and solely in the place and stead of Grantor and to have all of the powers of Grantor for the purposes stated above. No Requirement to Act. Lender shall.not be required to do any of the foregoing acts or things, and the fact that Lender shall have performed one or more of the foregoing acts or things shall not require Lender to do any other specific act or thing. APPLICATION OF RENTS. All costs and expenses incurred by Lender in connection with the Property shall be for Grantor's account and Lender may pay such costs and expenses from the Rents. Lender, in its sole discretion, shall determine the application of any and all Rents received by it; however, any such Rents received by Lender which are not applied to such costs and expenses shall be applied to the Indebtedness. All expenditures made by Lender under this Assignment and not reimbursed from the E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-0101 (Continued) Page 3 Rents shall become a part of the Indebtedness secured by this Assignment, and shall be payable on demand,with interest at the Note rate from date of expenditure until paid. FULL PERFORMANCE. If Grantor pays all of the Indebtedness when due and otherwise performs all the obligations imposed upon Grantor under this Assignment,the Note, and the Related Documents, Lender shall execute and deliver to Grantor a suitable satisfaction of this Assignment and suitable statements • of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Property, Any termination fee required by law shall be paid by Grantor, If permitted by applicable law, NO OBLIGATION OF LENDER. The assignment and security interest granted in this Assignment shall not be deemed or construed to constitute Lender es a mortgagee or trustee in possession of the Property, to obligate Lender to lease the Property or to attempt to do so, or to take any action, incur any expense or perform or discharge any obligation,duty or liability whatsoever under any of the leases or otherwise. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Assignment or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Assignment or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Rents or the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by • Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Assignment also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Assignment: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Assignment or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained In any other agreement between Lender and Grantor. Default on Other Payments. Failure of Grantor within the time required by this Assignment to make any payment for taxes or insurance,or any other payment necessary to prevent filing of or to effect, discharge of any lien. • False Statements. Any warranty, representation or statement made or furnished to Lender Grantor or on Grantor's behalf under this Assignment or the Related Documents is false orcj misleading in any material respect, either now or at the time made or furnished or becomes fats!or'= misleading at any time thereafter, 77"‹ Defective Collateralization. This Assignment or any of the Related Documents ceases toT2 full force and effect(including failure of any collateral document to create a valid and perfected Bicgrity'?7 interest or lien)at any time and for any reason. CI • Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is- made), any member withdraws from the limited liability company, or any other termination of:- Grantor's existence as a going business or the death of any member,the insolvency of Grantor,the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against the Rents or any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-0101 (Continued) Page 4 Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default end at any time thereafter, Lender may exercise any one or more of the following rights and remedies,in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Indebtedness immediately due and payable, including any prepayment penalty that Grantor would be required to pay without notice,except as may be expressly required by applicable law. Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and collect the Rents,including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender shall have all the rights provided for in the Lender's Right to Receive and Collect Rents Section, above. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person,by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may r., serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial ' amount. Employment by Lender shall not disqualify a person from serving as a receiver. Other Remedies. Lender shall have all other rights and remedies provided in this Assignment orthe Note or by law. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit bit-any other remedy, and an election to make expenditures or to take action to perform an obligatiniof• Grantor under this Assignment, after Grantor's failure to perform, shall not affect Lender'$right to - declare a default and exercise Its remedies. _ ti 177 Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of CD this Assignment, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved,and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of Its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Assignment Amendments. This Assignment, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Assignment. No alteration of or amendment to this Assignment shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Caption Headings. Caption headings in this Assignment are for convenience purposes only and are not to be used to interpret or define the provisions of this Assignment. Governing Law. This Assignment will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of the State of Iowa without regard to its conflicts of E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-0101 (Continued) Page 5 law provisions. This Assignment has been accepted by Lender In the State of Iowa. Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Linn County,State of Iowa. Merger. There shall be no merger of the interest or estate created by this assignment with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity,without the written consent of Lender. interpretation. (1) In all cases where there is more than one Borrower or Grantor, then all words used in this Assignment in the singular shall be deemed to have been used in the plural where the context and construction so require. (2) If more than one person signs this Assignment as "Grantor," the obligations of each Grantor are joint and several. This means that if Lender brings a lawsuit, Lender may sue any one or more of the Grantors. If Borrower and Grantor are not the same person, Lender need not sue Borrower first, and that Borrower need not be joined in any lawsuit. (3) The names given to paragraphs or sections in this Assignment are for convenience purposes only.They are not to be used to Interpret or define the provisions of this Assignment. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Assignment unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Assignment shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Assignment. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Assignment, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent Is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Merger. There shall be no merger of the interest or estate created by this assignment with ant other interest or estate in the Property at any time held by or for the benefit of Lender in any—: capacity,without the written consent of Lender. • Notices. Any notice required to be given under this Assignment shall be given in writing;_and_hal(: be effective when actually delivered, when actually received by telefacsimile (unless atherWise__ required by law), when deposited with a nationally recognized overnight courier, or, if maila41,.when...4 • deposited in the United States mail, as first class, certified or registered mail postage Prepaid, directed to the addresses shown near the beginning of this Assignment. Any party may Efhsege its-'O address for notices under this Assignment by giving formal written notice to the other parties,--2 specifying that the purpose of the notice is to change the party's address. For notice pixjioses,_^- Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. Powers of Attorney. The various agencies and powers of attorney conveyed on Lender under this Assignment are granted for purposes of security and may not be revoked by Grantor until such time as the same are renounced by Lender. Severability. If a court of competent jurisdiction finds any provision of this Assignment to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Assignment. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Assignment shall not affect the legality, validity or enforceability of any other provision of this Assignment. Successors and Assigns. Subject to any limitations stated in this Assignment on transfer of Grantor's interest, this Assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Assignment and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Assignment or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Assignment. Release of Rights of Dower, Homestead and Distributive Share. Each of the undersigned hereby relinquishes all rights of dower, homestead and distributive share in and to the Property and waives all rights of exemption as to any of the Property. If a Grantor is not an owner of the Property, that Grantor executes this Mortgage for the sole purpose of relinquishing and waiving such rights. Waiver of Right of Redemption. NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY CONTAINED IN THIS ASSIGNMENT, GRANTOR HEREBY WAIVES ANY AND ALL E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-0101 (Continued) Page 6 RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR JUDGMENT OF FORECLOSURE ON GRANTOR'S BEHALF AND ON BEHALF OF EACH AND EVERY PERSON, EXCEPT JUDGMENT CREDITORS OF GRANTOR, ACQUIRING ANY INTEREST IN OR TITLE TO THE PROPERTY SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Assignment. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Assignment shall have the meanings attributed to such terms in the Uniform Commercial Code: Assignment. The word "Assignment" means this ASSIGNMENT OF RENTS, as this ASSIGNMENT OF RENTS may be amended or modified from time to time,together with all exhibits and schedules attached to this ASSIGNMENT OF RENTS from time to time. Borrower. The word "Borrower" means Dolphin International, LLC. Default. The word "Default" means the Default set forth in this Assignment in the section titled "Default". Event of Default. The words "Event of Default" mean arty of the events of default set forth in this Assignment in the default section of this Assignment. Grantor. The word "Grantor" means Dolphin International, LLC. Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender,including without limitation a guaranty of all or part of the Note, Indebtedness. The word "Indebtedness" means all principal, interest and late fees, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Assignment, together with interest on such amounts as provided in this Assignment. Specifically, without limitation, Indebtedness Includes all amounts that may be Indirectly secured by the Cross-Collateralization provision of this Assignment. Lender. The word "Lender" means Bankers Trust Company,N.A.,its successors and assigns. Mortgage. The word "Mortgage" means this ASSIGNMENT OF RENTS between Grantor and Lender. Note. The word "Note" means the promissory note dated September 4, 2008, in the original principal amount of $1,480,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for them c� promissory note or agreement. -- - Property. The word "Property" means all of Grantor's right, title and interest in and_tb:EQ{ the Property as described in the"Assignment" section of this Assignment. ;if Related Documents. The words "Related Documents" mean all promissory notj,"sredit— agreements, loan agreements, environmental agreements, guaranties, security agreenents-J mortgages, deeds of trust, security deeds, collateral mortgages, and all other it stilments agreements and documents, whether now or hereafter existing, executed in connection- *1 the.'" y $ Indebtedness. Rents. The word "Rents" means all of Grantor's present and future rights, title and interest in, tb" and under any and all present and future leases, including, without limitation, all rents, revenue Income, issues, royalties, bonuses, accounts receivable, cash or security deposits, advance rental's, profits and proceeds from the Property, and other payments and benefits derived or to be derived from such leases of every kind and nature, whether due now or later, including without limitation Grantor's right to enforce such leases and to receive and collect payment and proceeds thereunder. E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No: 6001358-0101 (Continued) Page 7 THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT, AND NOT PERSONALLY BUT AS AN AUTHORIZED SIGNER, HAS CAUSED THIS ASSIGNMENT TO BE SIGNED AND EXECUTED ON BEHALF OF GRANTOR ON SEPTEMBER 4,2008. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS ASSIGNMENT OF RENTS AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: DOLPHIN INTERNATIONAL,LLC By. Vijay Bhatt, Member/Manager of Dolphin International, LLC LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF ISS COUNTY OF Q�% /rni�• • On this day of k6-Z , A.D., 20 0r , before me, the undersigned Notary Public in said Count and State, personally appeared Vijay .1. Bhatt, Member/Manager of Dolphin International, LLC,to me personally known,who being by me duly sworn, did say that he or she is a member or designated agent of said limited liability company, and that the • instrument was signed and sealed on behalf of the limited liability company by authority of the limited liability company and the member or designated agent acknowledged the execution of the instrument to be the voluntary act and deed of the limited liability company by it and by the member o •esignated agent voluntarily executed. 40. i • Notary Public in the State of=our/ r. 2G(/i`MI A CZo S WIEES~ of S CanrNUlon Number 14400 LASER PRO Lending, Ver, 5.41.20.001 Copr. Harland Financial Solutions, Inc. 1997, 2008, All Rights Reserved. -IA C:\CFI\LPL\G14.FC TR-18756 PR-20 CI--( - -i C") t® �m rrl .c- • E-FILED 2014 SEP 09 � LpMJa-WAj�Y cI �OF-NirSTRICT COURT Principal ,i. Loan Date`' Maturity Loan No .t Coll Account= Officer initialsr,, $1,480;000.00 109-04-2008 03.04-2010 600135E-0101 0100 i 07 .00000007 1 2 9 .00382." References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular!nen or item. Any Item above containing hes been omitted due to text length hmiteticns. Grantor: Dolphin International,LLC Lender: Bankers Trust Company,N.A. 738 N.Victoria Lane 221 3rd Avenue SE,Suite 150 Palatine,IL 60067 Cedar Rapids,IA 52401 13101896-7782 THIS COMMERCIAL SECURITY AGREEMENT dated September 4,2008.is made and executed between Dolphin International,LLC 1-Grantor") and Bankers Trust Company.N.A.Mender-I. GRANT OF SECURITY INTEREST. For valuable consideration. Grantor grants to Lender a security interest In the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect 10 the Collateral,in addition to all other rights which lender may have by law. COLLATERAL DESCRIPTION. The word'Collateral'es used In the Agreement means the following described property,whether now owned Cr hereafter acquired.whether now existing or hereafter arising,and wherever located,in which Grantor is giving to Lender a security interest for the payment of the ledobtedness and performance of as other obligations under the Note and this Agreement: Assignment of all Rents.Accounts.General Intangibles or other Income or Profits generated by or from the property locally known as 2401 Highway 6 East,Iowa City,IA 52240 and legally described as A PORTION OF THE EAST HALF OF SECTION 23,AND A PORTION OF THE WEST HALF OF SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY.IOWA,THE BOUNDARIES OF WHICH ARE DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23, TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE S89°37'07"W, 1318.71 FEET; THENCE NO0'02'09'E, 2649.23 FEET, THENCE N88°59'27'E, 519.72 FEET:THENCE S00°01'10'E,21.04 FEET:THENCE S51.18'30'E, 182.73 FEET:THENCE 638°40'30'W 125.00 FEET, THENCE 551°18'40"E, 300.14 FEET: THENCE N38°39'20"E, 125.00 FEET:THENCE 551.15'00"E, 195.00 FEET;THENCE N38e35'5D'E, 320.00 FEET;THENCE N51°17'38'W..194.96 FEET:THENCE N38.42'53-E. 194.53 FEET TO THE POINT OF BEGINNING; THENCE N38'43'46'E. 550.11 FEET: THENCE N06'46'05', 84.92 FEET; THENCE N38°28'45'E, 150.02 FEET: THENCE 551'22'51'E 1044.09 FEET;THENCE 538.35'58"W.682.93 FEET;THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY.WHOSE 144.92 FOOT CHORD BEARS S64°18'50'W;THENCE N89°68'16"W,41.71 FEET: THENCE 1400004'51'E, 101.71 FEET;THENCE N51°71"59'W,825.76 FEET TO SAID POINT OF BEGINNING,CONTAINING 17,54 ARES, SUBJECT TO EASEMENTS.CONVENANTS.CONDITIONS AND RESTRICTIONS OF RECORD In addition,the word'Collateral-also includes all the following.whether now owned or hereafter acquired,whether now existing or hereafter arising,and wherever located: IA) As accessions,attachments,accessories,replacements of end additions to any of the collateral described herein,whether added now or later. (81 All products and produce of any of the property described in this Collateral section. ICI Al accounts,general intangibles,Instruments,rents,monies,payments,and all other rights,arising out of a sale.(case.consignment or Other disposition of any of the property described In this Collateral section. ID) All proceeds(including insurance proceeds)from the sole,destruction,loss,or other deposition of any of the property described in this Collateral section,and sums due from a third party who has damaged or destroyed the Collateral or from that party's Insurer,whether due to judgment,settlement or other process. (E) All records and data relating to arty of the property described in this Collateral section,whether in the term of a writing.photograph, microfilm,microfiche.cr electronic media.together with oil of Grantor's right,title,and Interest in and to all computer software required to utilize,Create,maintain,and process any Such records or data on electronic media. CROSS-COLLATERALIZATION. In addition to the Note,this Agreement secures all obligations,debts and liabilities,plus Interest thereon,of Grantor to Lender,or any one or more of them, es well as all claims by Lender against Grantor or any one or more of them,whether now existing or hereafter arising,whether related or unrelated to the purpose of the Note,whether voluntary or otherwise,whether due or not due. direct or Indirect,determined or undetermined.absolute or contingent,liquidated or unliquidated,whether Grantor may be liable individually or jointly with others,whether obligated as guarantor,surety,accommodation party or otherwise,and whether recovery upon such amounts may be or hereafter may become barred by any stature of limitations,and whether the obligation to tepay such amounts may be or hereafter may become otherwise unenforceable. FUTURE ADVANCES. In addition to the Note,this Agreement secures all future advances made by Lender to Grantor regardless of whether the advances arc made a)pursuant to a commitment or bl for the same purposes. RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Grantor's accounts with Lender(whether checking,savings,or some other account). This includes ell accounts Grantor holds jointly with someone else and all accounts Grantor may open in the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by law. Grantor authorizes Lender,to the extent permitted by applicable law,to charge or setoff ell sums owing on the indebtedness against any end all such accounts,and,at Lender's option.to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral,Grantor represents and promises to Lender that: Perfection of Security Interest. Grantor agrees to take whatever actions are requested by Launder to perfect and continue Lender's se4tAy Interest in the Collateral. Upon request of Lender.Grantor will deliver to Lender any and all of the documents evidencing or constituting-the Collateral,and Grantor will note Lender's interest upon any and all chattel paper and instruments If not delivered to Lender for posseeeron by Lender. This is a continuing Security Agreement and will continuo in effect even though all or any part of the Indebtedness 1st:raid 01foll and even though for a period of time Grantor may not be Indebted to Lender. Le Notices to Lender. Grantor will promptly entity Lender in writing at Lender's address shown above(or such other addresses a`s ender r' Ey ell iron designate from time to time)prior to any Ill change in Grantor's name; 12) Change In Grantor's assumed business name.tot""G31 cheese .� in the management or in the members or managers of the limited liability company Grantor; 141 chanter in the authortzeresegierisleeepl change in Grantor's principal office address: 161 change In Grantor's state of organization; 17) conversion of Grantor ld'S'ttew'ordifferent type of business entity;or 18) change in any other aspect of Grantor that directly or indirectly relates to any egreemente4eetWiien Gr- ayntor j' °'4 end Lender. leo change in Grantor's name or state of organization will take effect until after Lender hos received notice.` "; ! a No Violation. Tho execution and delivery at this Agreement will not violate any law or agreement governing Grantor or foivi i Grantor is a party,and its membership agreement does not prohibit any term or condition of this Agreement. - e s _ -..,,,r►' Enforceability of Collateral. To the extent the Collateral consists of accounts,chattel paper,or general intangibles,yes.defined bYy'the Uniform Commercial Code,the Collateral IS enforceable In accordance with its terms,is genuine,and fully complies with all applicable: ys and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be obligated oltt"the Collateral have authority end capacity to contract and are in fact obligated as they appear to be on the Collateral. At the tone any account becomes subject toe Security interest in favor of Lender,the account shall be a good end valid account representing an undisputed,lona lido indebtedness Incurred by the account debtor, for merchandise held subject to delivery instructions or previously shipped or delivered pursuant to a contract of sale,or for services previously performed by Grantor with or for the account debtor. So long as this Agreement remains In effect,Grantor shall not,without Lender'e prior written consent,compromise,settle,adjust,or extend payment under or with regard to any such Accounts. There shall be no setoffs or counterclaims against any of the Collateral,and no agreement shall have been made under which arty deductions or discounts may he claimed concerning the Collateral except those disclosed to Lender in writing. Location of the Collateral. Except in the ordinary course of Grantor's business,Grantor agrees to keep the Collateral(or to the extent the Collateral consists of intangible property such es accounts or general Intangibles, the records concerning the Collateral, at Grantor's addross shown above or at such other locations as are acceptable to Lender, Upon Lander's request,Grantor will deliver to Lender In form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor's operations,including without limitation the following: (11 ell real property Grantor owns or is purchasing: (21 all real property Grantor is renting of leasing, 13) all storage facilities • ) Exhibit S E—FILED 2014 SEP 09 3:46 PM JOHNSON—CLERK OF DISTRICT COURT _-./MMERCIAL SECURITY AGREEMENT Loan No:6001358-0101 (Continued) Page 2 Grantor own,,rents.leases,or uses:and (41 as outer properties where Collateral is or may be located. Removal of the Colateral- Except in the ordinary course of Grantor's business, Grentur chair nor remove the Collateral from Its existing location without Lender's prior written consent. Grantor shall,whenever requested.advise Lender of the exact location of the Collateral. Trarsoctions Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor's business. or as otherwise provided for in this Agreement,Grantor shall not seg,offer to sell,or otherwise transfer or dispose of the Collateral. Grantor shall nor pledge. mortgage, encumber or otherwise permit the Collateral to be subject to any hen, security interest, encumbrance, or charge,ether than the security Interest provided for in this Agreement,without the prior written consent of Lender. This includes security interests aver,fl Junior in tight to the security interests grimed under this Agreement. UNess waived by Lender,all proceeds from any disposition of the Collateral Ira whatever reasons shall be held in trust for Lender and shall not be commingled with any other funds; provided however. this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt,Grantor shall immediately deriver any such proceeds to Lender. Title. Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral,free and clear of al.lier.s and encumbrances except for the lien of this Agreement. The gents granted hereby ere not the typo of lien referred to in Chapter 675 of the tows Code Supplement, as now enacted or hereafter modified, emended or replaced. Grantor, for itself end all persons claimlrg by. through or under Grantor,agrees that it claims no lien or right to a lien of the type contemplated by Chapter 676 or any other chapter of the Code of Iowa and further waives all notices and rights pursuant to said law with respect to the liens hereby granted,and represents and warrants that it is the sole party entitled to do so and agrees to Indemnify,defend,and hold harmless Lender from any loss,damage,and costs,including reasonable attorney fees,threatened or suffered by Lender arising either directly or indirectly as e result of any claim of the applicabeity of said law to the liens hereby granted. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security Interest created by this Agreement or to which Lender has specifically consented- Grantor shall defend Lender's rights in the Collateral egsinst the claims and demands of all other persona. Repairs and Maintenance. Grantor agrees to keep and maintain,and to cause others to keep and maintain,the Collateral in good order. repair and condition at all times while this Agreement ro matte in effect. Grantor further agrees to pay when due all claims for work done on,or services rendered or material furnished In Connection with the Collateral so that no lien or encumbrance may ever attach to or be liled against the Collateral. Inspection of Colateral. Lender and Lender's designated representatives and agents shall have the right at all reasonable times to examine and inspect the Collateral wherever'located. Taxes.Assessments and Liens. Grantor will pay when due a4 taxes,assessments and liens upon the Collateral,its use or operation,upon this Agreement.Loon any promissory note or rotes evidencing the Indebtedness,or upon any of the other Related Documents. Grantor may withhold any such payment or may elect to contest any hen II Grantor is In good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest In the Collateral is not jeopardized in Lender's solo opinion. If the Collateral is subjected to a lien which is not discharged within fifteen 1151 days,Grantor shall deposit with Lender cash,a sufficient corporate surety bond or other security satisfactory to Lader in an amount adequate to provide for the discharge of the lien plus any Interest, costs, attorneys'fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any contest Grantor shell defend Itself and Lender and shall satisfy any final adverse Judgment before enforcement against the Colloteral. Grantor shoe name Lender as an additional obligee-under any surety bond furnished In the contest proceedings. Grantor further agrees to furnish Lender with evidence that such taxes. assessments,and governmental end other charges have been paid In full and In a timely manner. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting or appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral is not Jeopardized. Compliance with Governmental Requirements- Grantor stall comply promptly with all laws, ordinances, rules end regulations of all governmental authorities,now or hereafter in effect,appscabla to the,ownership,production,disposition,or use of the Collateral,including all laws or regulations relating to the undue erosion of higNy-erodible land or relating to the conversion of wetlands for the production of an agricultural',curium or commodity. Grantor may contest In good faith any such law,ordinance or regulation and withheld compliance during any proceeding,Including appropriate appeals,so long as Lender's interest In the Collateral,in Lender's opinion,is not jeopardized. Hazardous Substances. Grantor represents and warrants that the Collateral never has been,and never will he so long es this Agreement rema rs a tier on the Collateral,used in violation of any Environmental Laws or for the generation,manufacture,storage, transportation, treatment,disposal,release or threatened release of any Hazardous Substance. The representations and warranties contained herein am based on Grantor's duo diligence in investigating the Collateral for Hazardous Substances. Grantor hereby It) releases end waiveilta), future claims against Lender for Indemnity or contribution In the event Grantor becomes liable for cleanup or other costa under'Arty Environmental Lows,and 121 agrees to indemnify,defend,and hold harmless Lender against any and all claims and losses-resulting rrrdr-e breach of this provision of this Agreement. This obligation to indemnify end defend shall survive the payment of the Indebtedness and.the ,.,,t satisfaction of this Agreement. k Y Maintenance of Casualty Insurance. Grantor shag procure and maintain ell risks insurance, Including without limitatloh-fita,theft-eria liability coverage Together with such other Insurance as Lender may require with respect to the Collateral,in form,amount neeragesine basis reasonably acceptable to Lender end issued by a company or companies reasonably acceptable to Lender, Grantor} n request o; Lender,nil deliver to Lender from time to time the policies or certificates of Insurance in form satisfactory to Lender,incl- g-arypulati5114 deal coverages will not be cancelled or diminished without at least fifteen 1161 days'prior written notice to Lender and noyisieluding any disclaimer of the insurer's liebiety for failure to give such a notice. Each insurance policy also shall Include en endorsem<r'foeidin gfff5lf I coverage in favor of Lender will not be Impaired in any way by any act,omission or default of Grantor or any other perseee Jet idnnecttbxt vrah all policies covering assets in which Lender holds or is offered a security interest,Grantor will pvovtde Lender with spch lose payable or other endorsements as Lender may require. If Grantor at any time fails to obtain or maintain any insurance as regpued<roder UST Agreement,Lender may(but shall not be obligated tot obtain such insurance as Lender deems appropriate,including it LenAer so choos'5 'single interest insurance,'which will cover only Lender's Interest In the Collateral C Application of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Collateral,whether or oat atsoht casualty or loss is covered by insurancelender may make proof of loss it Grantor fats to do so within fifteen 1161 days of the casualty. All proceeds of any insurance on the Collateral,including accrued proceeds thereon,shall be Meld by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral,Lender shall,upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable coat of repair or restoration. If Lender does not consent to repair or replacement of the Collateral, Lender shell retain a sufficient amount of the proceeds to pay all of the Indebtedness, end shell pay the balance to Grantor. Any proceeds which have not boon disbursed within six(SI months after their receipt and which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness. Insurance Reserves- Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums,which reserves shall be created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce.at Haat fifteen 1151 days before the premium due dela,amounts at least equal to the insurance premiums to be paid. II fifteen(151 days before payment Is due,the reserve funds are insufficient,Grantor shall upon demand pay any deficiency to Lender. The reserve funds slue be field by Lender as a general deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to be paid by Grantor as they become,due. Lender does not hold the reserve funds in trust for Grantor,end Lender is not the agent of Grantor for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor's sole responsibility. Insurance Reports. Grantor, upon request of Lendar, shah furnish to Lender reports on each existing policy of insurance showing such information as Lender may reasonably request Including the following: el) the name of the insurer; (21 the risks Insured; 131 the amount of the policy; 14) the property insured; 151 the then current value on the basis of which Insurance has been obtained and the manner of determining that value;and 161 ma expiration date of the policy. In addition,Grantor shall upon request by Lender(however not more orten than annually)have on independent appraiser satisfactory to Lender determine,as applicable,the cash value or replacement cost of the Collateral. Financing Statements. Grantor authorizes Lender to file a UCC financing statement,Or alternatively,o copy of this Agreement to perfect Lender's security Interest. At Lender's request,Grantor additionally agrees to sign ell other documents that are necessary to perfect, protect,and continue Lender's security interest in the Property. This includes making sure Lender is shown es the firs)and only security interest holder on the title covering the Property. Grantor will pay all tiling feces,tide transfer lees,end oilier Ices and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor Irrevocably appoints Lender to execute documents necessary to transfer title If there is a default. Lender may file a copy of this Agreement es a financing statement. II Grantor changes Grantor's name or address,or the name or address of any person granting a security interest under this Agreement changes, Grantor will promptly notify the Lender of such change. GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except es otherwise provided below with respect to uccounts,Grantor may have possession of the tangible personal property and beneficial use of all the Collateral and may use it In any lawful • E-FILED 2014 SEP Q9 �� I(JW6RF DISTRICT COURT Loan No:6001358-0101 (Continued) Page 3 manner not inconslstent with this Agreement or the Related Documents.provides that Grantor's nght to possession and beneficial use shall not apply to any Collateral where possession of the Collateral by lender is required by law to ported Lender's security interest in such Collateral. Until otherwise notified by Lander,Grantor may collect any of the Collateral consisting of accounts. At any time end even though no Event of Default exists.Lender may exercise its rights to collect the accounts end to notify account debtors to make payments directly to Lender for application to the Indebtedness. If Lender at any time has possession of any Collateral,whether before or after en Event of Default,Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that purpose as Grantor shall request or as Lender,In Lender's sole discretion,shall deem appropriate under the circumstances,but failure to honor any request by Grantor shell not of itself be deemed to be o failure to exercise reasonable care. Lender shell not be required to lake any steps necessary to reweave any rights in the Collateral agalnet prior parties. nor to protect, preserve or maintain any security interest gym to secure the Indebtedness. LENDER'S EXPENDITURES. If any action cr proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, includeg but not limited to Grantor's failure to discharge or pay when due any amounts Grantor Is required to discharge or pay under this Agreement or any Related Documents,Lender on Grantor's behalf may(but shalt not be obligated to)take any action that Lender deems appropriate,including but not limited to discharging or paying all taxes.liens.securty interests,encumbrances and other claims,at any time levied or placed on the Collateral and paying all costs for Insuring,maintaining and preserving the Collateral. All such expenditures Incurred or paid by Lender far such purposes will then bear interest at the rate charged under the Nate from the date incurred or paid by Lender to the dale of repayment by Grantor. All such expenses wilt become a part of the Indebtedness and,at Lender's option,will !Al be payable on demand; (91 be added to the balance of the Note end be apportioned among and bo payable with any installment payments to become duo during either It) the term of any applicable insurance policy;or 12) the remaining term of the Note;or ICI be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement alert will secure payment of these amounts. Such right shell be In addition to all other rights and remedies to which Lender may be entitled upon Default. DEFAULT. Each of the following she;constitute an Event of Default under this Agreement- Payment Delault. Granter fails to make any payment when due under the Indebtedness. Other Defaults, Grantor leas to comply with or to perform arty other term,obligation,covenant or condition contained In this Agreement or in any of the Rotated Documents or to comply with or to perform any term,obrgation, covenant or condition contained in any Other agreement between Lender and Grantor. False Statements. Any warranty,representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Agreement or the Related Documents is false or misleading in arty material respect,either now or et the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Agreornere or any of the Related Documents ceases to be In full lorce and effect lincluding lailure of any collateral document to create a valid end perfected aecuriry interest or lien)at any time and for any reason. Insolvency. The dissolution of Grantor(regardless of whether election to continue is model, any member withdraws from the limited liability company or any other termination of Grantor's existence es a going business or the death of any member, the insolvency of Granter,the appointment of a receiver for eny part of Grantor's property,any assignment for the benefit of creditors.any type of creditor workout,or the commencement of any proceeding under arty bankruptcy or Insoeency laws by or against Grantor. Creditor or Forhlture Proceedings. Commencement of foreclosure or forfeiture Proceedings,whether by Judicial proceeding. self.heip, repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Grantor's accounts,including doposlt accounts,with Lender, However,this Event of Default shall not epdy if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of tre creditor or forfeiture proceedng and if Grantor gives Lender written notice of the creditor or forfeitures proceeding end deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding,in on amount determined by Lender,In its sole discretion,as being an adequere reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,endorser,surety,or accommodation party of any of the Indebtedness or guarantor,endorser,surety.Of accommodation party dies or becomes Incompetent or revokes or disputes the validity of,or liability under,eny Guaranty of the Indebtedness. Adverse Change. A materiel adverse change occurs in Grantor's finenciel condition,or Lender believes the prospect of payment er perfonnarnce of the Indebtedness is impaired. Insecurity. lender In greed faith believes Itself insecure. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under thea Agreement, at any time thereafter,Lender shall have all the rights of a secured party under the lows Uniform Commercial Code. In addition and without imitation,Lender may exorcise arty one or more of the fotovaing rights and remedies: Accelerate Indebtedness. Lender may declare the entire indebtedness.Including any prepayment penalty which Grantor would be required to pay,immediately due and payable,without notice of any kind to Grantor. Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral end any and all certificates rae-tltle and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make It available o,Londe/eat arr. place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take pgsseision pfjnd a remove the Collateral. If the Collateral contains other goods not covered by this Agreement et the time of repossessTore tumor agrees Lender may take such other goods.provkled that Lender makes reasonable efforts to return them to Grantor after repoeiessioa., Sell the Collateral. Lender shall have lull power to sell,lease.transfer,or otherwise deal with the Collateral or proceedslifereof in Leodty�'s ! d� own namn or that of Grantor. Lender may sell the Collateral at public auction or private safe. Unless the Collateral thtap(e7s to deetl.no epeed.ly in value or is of a type customarily sold on a recognized market,Lender will give Grantor,and other persons as.regtered by lava, ="„'el reasonable notice of the time and piece of any public sale,or the time atter which any private sale or any other dispositinneq-rhe Corer-del i I II is to be made. However,no notice need be provided to any person who,after Event of Default occurs,enters into coed-eUthenlicaftaan • agreement mewing that person's right to notification of sale. The requirements of reasonable notice shall be met if such-melee is given at least ten 1101 days before the time of the sale or disposition, All expenses relating to the dispomtion of the Collateral,irtduding vehniet limitation the expenses of retaking,holding,Insuring,preparing for sato and selling the Collateral,shall become a part of the lndefeeddess secured by this Agreement and shall be payable on demand.with interest at the Note rate from dote of expenditure until repaid. " Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any pan of the Collateral,wlth'the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the Rents from the Collateral end apply the proceeds,over and above the cost of the receivership,against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver Shall exist whether or not the apparent value of tf he Collateral exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Coved Revenues,Apply Accounts. Lender,either itself or through a receiver,may collect the payments,rents,income,and revenues from Mc Colluseral. Lender may at any time in Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee and receive the payments, rents, income, end revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. insofar es the Collateral consists of accounts,general Intangibles, Insurance policies,Instruments,chattel paper,choses in action,or similar ixoperty,Ureter may demand,collect,receipt for, settle, compromise. adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due. For these purposes. Lender may.on behalf of and In the name 0 Grantor, receive,open and dispose of mail addressed to Grantor;change any address to whish ma;end payments are to be sent;end endorse notes,checks,drafts,money orders, documents of title,instruments and items pertaining to payment,shipment,or storage of any Collateral. To facilitate collection,Lender may notify account debtors and obligors on any Collateral to make payments directly to Lander. Obtain Deficiency. If Lender chooses to sell any or a;of the Collateral,Lender may obtain•judgment against Grantor for any deficiency remaining on the Indebtedness due to Lender alter application of all amounts received from the exercise of the rights provided in this Agreement. Grantor shall be liable for deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper. Other Rights and Remedies. Lender ehall have a;the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition,Lender shall have and may exercise any or all other tights and remarks it may have available et law.In equity,or otherwise. Election of Remedies. Except as may be prohibited by applicable law, e;of lender's rights and remedies. whether evidenced by this Agreement,the Related Documents,or by any other writing,shall be cumulative and may be exercised singularly or concurrently. Election .II' • "FFiL I SEP 09-3 6'M'JOtINSUN-CLERK OF DISTRICT COURT ,JMMERCIAL SECURITY AGREEMEn1T • Loan No:6001358-0101 (Continued) Page 4 by Lander en pursue any remedy shall not exclude pursuit of any other remedy,and an election to make euperditures or to take action to perform en obligation of Grantor under this Agreement,efser Grantor's failure to perform,shall not effect lender's right to declare a default and exercise its remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement-together with any Related Documents,constitutes the entire understanding and agreement or the parties as to the manors set forth in this Agreement. No alteration of or amendment to this Agreement shell be effective unless given in writing and signed by the party or parties nought to be charged or bound by the alteration or amendment. Attorneys'Fees:Expenses. Grantor sprees to pay upon demand all of Lender's costs end expenses,including Lender's attorneys'lees end Lender's legal expenses.incurred in connection with the enforcement of this Agreemert. Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enlcrcemern. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a tawsua, including attorneys' fees end legal expenses for bankruptcy proceedings(including efforts to modify or vacate arty automatic stay or injuncton), 'weals,and any anticipated post-judgment collection services. Grantor also shat',pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement ore for convenience purposes only and aro not to be used to Interpret or define the provisions of this Agreement. Governing Law. This Agreement wall be governed by federal law applicable to Lender and.to the extent not preempted by federal law,the laws of the State of Iowa without regard to its conflicts of low provisions. This Agreement has boon accepted by Lender lo the State of Iowa. Choice of Venue. It there is a lawsuit,Grantor agrees upon Lender's request to submll to the jurisdiction of the courts of Linn County, State of Io:va. No Waiver by Lender. Lender shad not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provleion or any other provision of this Agreement. No prior waiver by Lender,nor any course of dealing between Lender and Grantor,shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations es to any future transactions. Whenever the consent of Lender is required under this Agreement,the granting of such consent by Lender M any Instance shall not constitute continuing consent to subsequent Instances where such consent is requred and in all cases such consent may be granted or withheld in the sole discretion of Lender. Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimle)unless otherwise required by law),when deposited with a nationally recognized overnight courier, or,if mailed,when deposited in the United States mail,as first class,certified or registered mad postage prepaid,directed to the addresses shown near the begintnng of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties,specifying that the purpose of the notice Is to change the party's address. For notice purposes,Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law,If there is more than one Grantor,any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. Power of Attorney. Grantor hereby appoints Lender as Grantor's irrevocable attorney in-fact for the purpose of executing any documents, necessary to perfect,amend,or to continue the security interest granted in this Agreement or to demand termination of filings of ot&ir secured panics. Lender may at any time,end without further authorzatlon horn Grantor,file a carbon,photographic or other reproduct9 u. of any financing statement or of this Agreement for use as a financing statement. Grantor vial reimburse Lender for all expanses for O perfection and the continuation of the perfection of Lender's uncurity interest in the Collateral. -, --- - ft Severability. II a court of competent Jurisdiction finds any provision of this Agreement to be illegal, invalid,or unenrorc.ablftf to say[ .•-,.,.,,.. circumstance,that finding shall not'make the offending provision illegal,invalid,or unenforceable as to any other circumstance. 1T-feasible. ro.. the offending provision shalt be considered modified so that it becomes legal,valid and enforceable. If the offending provlsiomTent6ei be!if modified,it shall be considered deleted from this Agreement. Unless otherwise required by law,the Illegality,invalidity,or Lawel( ability-"' of any provision of this Agreement shall not affect the legality.vatday or enforceability of arty other provision of this Agreement'( ter_. Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor's interest,this Agreetnfeot.aMali be-0 binding upon end Inure to the benefit of the parties. their successors and assigns. It ownership of the Collateral becomea,ypijeb in person other than Grantor,Lender,without notice to Grantor,may deal with Grantor's successors with tolerance to this Agree nepe'fRd the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or ftabilfly-utsder the""r Indebtedness. Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall survive the execution and delivery of this Agreement,shall be continuing in nature,and shalt remain in full force and effect until such time t as Grantor's Indebtedness shall be paid in lull. Time Is of the Essence. Time is of the essence in the performance of this Agreement. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used In this Agreement. Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plUrsl,and the plural shell include the singular,as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed ed such terms In the Uniform Commercial Code: Agreement. The word'Agreement'means this Commercial Security Agreement,as this Commercial Security Agreement may be amended or modified from time to time,together with all exhibits end schedules attached to this Commercial Security Agreement from lime to time. Borrower. The word'Borrower"means Dolphin Internationrl,LLC and includes al cosigners and ce-makers signing the Nuts and all their successors and assigns. Collateral. The word'Collateral' means all of Grantor's right,title and interest in and to all the Collateral as described in the Collateral Description section of this Agreement. Default. The word'Deleon'means the Default set forth In this Agreement in the section titled"Default'. Environmental Laws. The words 'Environmental Laws' mean any and all state, federal and local statutes. regulations and ordinances relating to the protection of human health or the environment,including without limitation the Comprehensive Environmenlnl Respeese, Compensation, and Liability Act of 1980, as amended, 42 V.S.C. Section 9601,et seq.I'CERCLA"1.the Superfund Amendments and Reauthorization Act of 1986.Pub.L.No.99.499 I'SARA'l,the Hazardous Materiels Transportation Act,49 U,S.C.Section 1801,et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, roles, or regulations adopted pursuant thereto. Event of Dolault. The words'Event of Default'mean any of the events of default set forth in this Agreement in the default section of this Agreement. • Grantor. The word'Grantor'means Dolphin International.LLC. Guaranty. The word 'Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation perry to Lender, including without limitation a guaranty of oil or pen of the Note Hazardous Substances. The words 'Hazardous Substances'mean materials that,because of their quantity, concentration Or physical, Chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when Improperly used, treated, stored, disposed of. generated, manufactured, transported or otherwise handled. The words 'Hazardous Substances'are used in their vary broadest sense end include without limitation any and all hazardous or toxic substances.materials or waste as defined by or listed under the Environmental Lowe. The term'Hazardous Substances'also Includes,without limitation,petroleum end petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word'Indebtedness'means the Indebtedness evidenced by the Note or Related Documdnls,including all principal and Interest together with all other indebtedness and costs end expenses for which Grantor Is responsible under this Agreement or under any of the Related Documents. Specifically, without imitation. Indebtedness includes the future advances set forth In the Future Advances provision,together with all interest thereon and all amounts that may be indirectly secured by the Cross-Collateralization provision of this Ag reemen t. Lender. The word'Lander means Bankers Trust Company,N.A.,its successors and assigns. Note. The word'Note'means the Note executed by Dolphin International,LLC in the principal amount 01$1,480,000.00 dated September • E-FILED 2014 SEP 3`9 .4.5 PM JCIAL SaNSDI N A�HEERIIEOF.DISTRICT COURT Loan No:600135$-0101 {Continued) Paga 5 4,2008,together with all renewals ot,extensions of,modifications of,rufineneings of,consolidations of,and substitutions for the note or credit agreement. Property. The word "Property' means ell of Granter's right, title and interest In end to alt the Property as described in the'Colateral Description"section of this Agreement. Related Documents. The words 'Related Documents' mean el promissory notes, credit agreements, bar: agreements,envlronmerntal ograamente, guarantba,security agreements,mortgagee.deeds of trust,security Jervis,collateral mortgages,and all other lnetrumenta, agreements and documents,whether now or hereafter existing,executed In connection with the Indebtedness. GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS.THIS AGREEMENT IS DATED SEPTEMBER 4.2005. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS COMMERCIAL SECURITY AGREEMENT AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: DOLPHIN INTERNATIONAL,LLC ey: _ V jay Watt, Member!Managar of Dolphin tntemetional.LLC _�_._.__.—. __ .. U{rn roc v,a.•".4a•.IDOOr Pw.•w+h.,u,rww,v�n 9�.itf.uM�,r.ww .0 4Kial.,yS,C�wYR'r,aD -_ • G • C" m .c- - • �..J SII E-FILED 2014 w-o4itqAtitit iciuPn-OGRE OEN11STRICT COURT Officer '.t ^p;incipat .than pate Maturity .Loan No . Caul can ' - Account 00382 initials 57,300,000.00 01-23-2008 101-23-2011 6001358.9001 . 010011E0 • References n the boxes above are foe Larder's use only end do net lenit the applicability of this document to sex particular Ica',r, II. Arty Mem oboes containing '•"has been omitted due to text len gin imitations. Grantor: Dolphin Irttaina*lofsf.LLC Lander: Rankers Trust Company.N.A. 738 N.Victoria Lane 221 3rd Avenue SE,Sults 160 Palatine.5. 60067 Ceder Rapids,IA 52401 (318)896-7782 THIS COMMERCIAL SECURITY AGREEMENT dated Jsruary 23.2008,Es made and executed between Dolphin International,LLC l'Grentor'l end Bankers Trust Company,N.A.(-Lendr'). GRANT OF SECURITY INTEREST. For ea/treble consideration, Granter grants to Lender a security interest in the Collateral to secure the Indebtedness and press that Lender shall have the rights stated it this Agreement with respect to the Consteral,In addition to an other rights which Lender may have by law. COLLATERAL DESCRIPTION. The word'Conateral'as used in this Agreement means the following described property,whether now owned or hereafter acquired,whether now existing or hereafter arising,end wherever located,In which Grantor Is giving to Lender a security interest for the payment of the Indebtedness and performance of an other obrgationa under the Note end this Agreement: Purchase Money Security Interest In all Inventory.Chattel Paper,Accounts.Eruipmeit end General Intangibles In addition,the word'Collateral'also Includes ell the following,whether now owned or hereafter acquired,whether now existing or hereafter arising,and wherever located: . (A) All accessions,ettachment8.accessories,coots,parts,supp&os,replacements of and additions to any of the collateral described herein, whether ridded now or later. (8) An products and produce of arty of the property described in this Collateral section. IC) All accounts.general Intangibles,instruments,rents,monies.payeresets,and all other rights,arising out of a sale,lease,consignment or other deposition of any of the property described in this Collateral section. 101 All proceeds(including insurance proceeds)from the sale,destruction,loss,or other disposition of any of the property described in this Collateral section,and germs due from a third party who has damaged or destroyed the Collateral or from that party's Insurer,whether due to judgment,settlement or other process. (El All records and data relating to any of the property described in this Collateral section,whether in the form of a writing,photograph, microfilm,microfiche,or electronic media,together with all of Grantor's right,title,and interest In and to ell computer software required to utilize,create,maintain,and process any such records or data on electronic media. CROSSCOLLATERAUZATION. In addition to the Note,this Agreement secures se obligations,debts and liabilities, plus Interest thereon,of Grantor to Lender,or any one or more of them,as wet as all claims by Lander against Grantor or any one or more of thorn,whether now existing or hereafter seeing,whether related or unrelated to the purpose of the Note,whether voluntary or otherwise,whether due or not due, direct or Indirect,determined or undetermined.absolute et contingent.liquidated or unliquidated,whether Grantor may be liable individually or jointly with others,whether obligated as guarantor,surety.accommodation party or otherwise,and whether recovery upon such amounts may be or hereafter may become barred by any statute of Imitations,and whether the oblgation to repay such amounts may he or here iter may become otherwise unenforceable. FUTURE ADVANCES. In addition to the Note,Chia Agreement secures all future advances made by Lender to Grantor regardless of whether the advances are made a)pursuant to a commitment or b)for the same purposes. RIGHT OF SETOFF. To the extent permitted by applicable taw,Lender reserves a right of setoff In all Grantor's accounts with Lender(whether checking,savings,or earner other account). This Includes alt accounts Grantor holds joindy with someone also and an ecteu-its Grantor may open In the future. However,this does not Include any IRA or Keogh accounts,or any trust account,for which setoff would be prohibited by law. Grantor authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the Indebtedness against any and all such accounts,end,at Lender's option,to administratively freeze all such accounts to allow Lender to protect Lender's charge end sews( rights provided in this paragraph. GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral,Grantor represents and promises to Lander that: Perfection of Security Interest. Grantor agrees to take whatever actions are requested by Lender to perfect end continue Lender's security interest In the Collateral Upon request of Lander,Grantor wit deliver to Lender any and all of the documents evidencing or constituting the Collateral,and Grantor will note Lender's Interest upon any end all chattel paper and Instruments If not denveree to Lender for possession by Lender. This Ie a continuing Security Agreement and will continuo in effect even though elf or arty part of the Indebtedness is paid in full end even though for a period of time Grantor may not be indebted to Lender. Notices to Lender. Grantor will prompHy notify Lender in writing at lender's address shown above(or such other addresses es Lender may designate horn time to tinsel prior to any Ill change in Grantor's name; (2) change in Grantor's assuaged business nemelel; 131 change In the management or M the members or managers of the limited liability company Grantor, (4) change in the authorized signertal; l51 change In Grantor's principal office address: (8) change in Grantor's stets of organization; (7) conversion of Grantor toe new or different type of business entity,or (81 change in any other aspect of Grantor that directly or indirectly relate,to any agreements between traitor and Lender. Nu change in Grantor',name or state of organization wet take effect until after Lender has received notice: _ - No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is eel a party,and its membership agreement does not prohibit any term or condition of this Agreement. _ Enforceability of Collateral. To the extent the Collateral consists of accounts,chattel paper,or general intangibles, as-defined by.the ' see• Uniform Commercial Code,the CGllatral is enforceable In accordance with Its terms.is genuine,and fully eomptos witfl ale-eppllcable-(ewa re, arid regulations concreting form, content end mariner of preparation and execution,and all persons appearing to be-robligated.00lthe Collateral have authority and capacity to contract and are in fact obligated es they sneer to be on its Collateral. At the time any account becomes subject to a security interest in favor of Lender,the account shall be a good and valid account representing en undisputed, hie Indebtedness incurred by the account debtor,for merchandise held subject to delivery instruction,or previously shipped or delivered pursuant toe contract of sale,or for services previously performed by Granter with or ler the account debtor. So tong as.this Agreement remain, [^+� in effect.Grantor shall not,without Lender's prior written consent,compromise,settle,adjust,or extend payment under or_whh regard to any such Accounts. Thera stbe no setoffs or counterclaims;Against any of the Collateral,and no agreement'shwn ha06 been .. all made under which any deductions or discounts may be claimed concerning the Collateral except those disclosed to Lender in writing,_. Location of the Collateral. Except In the ordinary course of Grantor's business,Grantor agrees to keep the Collateral for to the extent tho Collateral consists of intangible property such as accounts or general intangibles. the records concerning the Collateral) at Grantor's eddreas shown above or at such other locations as are acceptable to Lender. Upon Lender's request,Grantor will deliver to Lender in form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor's operations,including without limitation the following: 11) or real property Grantor owns or la purchasing; (21 all real property Grantor Is renting or leasing; (31 all storage facilities Grantor owns,rents,leases,or uses;arid (41 all other properties where Collateral Is or may be located. Removal of the Cotateral. Except let this ordinary course of Grantor's business,Including the aches of inventory,Grantor shag not remove the Collateral from Its existing location without Lender's prior written consent. To the extent that the Collateral consists of vehicles,or other titled property,Grantor shall not take or permit any action which would require application for certificates of title for the vehicles outside the State of tome,without Lender's prior written consent. Grantor shall,whenever requested,advise Lender of the exact location of the Collateral. Transactions Involving Collateral. Except for Inventory sold or accounts collected in the ordinary course of Grantor's business, or as otherwise provided(or in this Agreement,Grantor shag not sen, oiler to sell,or otherwise transfer or dispose of the Collateral. While Grantor Is not In default under this Agreement,Grantor may eel inventory,but only In the ordinary course of Its business and only to buyers who qualify as a buys(in the ordinary course of business. A sale In the ordinary course of Grantor's business does not Include a transfer in partial or total satisfaction of a debt or any bulk axle. Grantor shall not pledge,mortgage,encumber or otherwise permit the Collateral to be subject to any lien,security interest,encumbrance,or charge,other than the security interest provided for in this Agreement,without .. . . _ _ . _ - -- __...___-Exhibit T E-FiEEi —2014 SEP 09 3:46 P1f1 JOHNSON - CLERK O FDIS'TR1C7 COURT s- MMERCIAI SECURITY AGREEM _ Loan No; 6001358-9001 (Continued) Pace 4 Lender's legal expenses,incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Coate and expenses Include Lender's attorneys' fees and legal expenses whether or not there Is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings 6neluding efforts to modify or vacate any automatic stay or Injunction),appeals,and any anticipated post-ludgmem collection services. Grantor also shall pay oil court costs end each additional fees as may be directed by the court. Caption Headings. Caption headings In this Agreement are far convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Governing Law. Thin Agreement will be governed by redsrsl taw applicable to Lender said,to the extent not preempted by federei law,the laws of the State of Iowa without regard to Its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Iowa. • Choice of Venue. If there is a lawsuit.Grantor agrees upon Lender's request to submit to the jcrisdlceon of the courts of Linn County, State of lows. No Waiver by Lender. Lender shell nor be deemed to have waived any rights under this Agreement Unless such waiver Is given In uniting end atoned by Lander. No delay or omission on the part of Lender in exercising any right shail operate as or waiver of such right or any other right. A waiver by Lender of a provision of thle Agreement shall not prejudice or constitute a waiver of Lender'e right otherwise to demand erect compliance with that provision or any other provision of this Agreement. No prior waiver by Lander.nor any course of dealing between Lender and Grantor,shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations es to any future transactions, Whenever the consent of Lender is required under thio Agreement,the granting of Ruth consent by Lender in any instance shell not constitute continuing consent to aubsequem Instances where such consent is required and in all cases such consent may be wonted or withheld In the sole discretion of Lender. Notices. Any notice required to be given under this Agreement shall be given in writing,and shall be effective when actually delivered, when actually received by telefacsimile(unless otherwise required by law),when deposited with a nationally recognized overnight courier, or,if mailed,when deposited in the United States mall,as first class,certified or registered mail postage propelo,directed to the°actresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties,specifying that the purpose of the notice Is to change the party's address. For notice purposes,Granter agrees to keep Lander Informed at all times of Grantor's current address. Unless otherwise provided or required by law,If there is more than one Grantor,any notice given by Lender to any Grantor Is deemed to be notice given to all Grantors. Power of Attorney. Grantor hereby appoints Lender as Grantor's Irrevocable attorney-In-fact for the purpose of executing any documents neceaaary to perfect amend,or to continue the security interest granted in this Agreement or 10 demand termination of filings of other secured parties. Lender may at any time,and without further authorization from Grantor,lila a carbon,photographic or other reproduction of any financing statement or of this Agreement for use as a fInancing statement. Grantor will reimburse Lender for ell expenses for the perfection and the continuation of the perfection of Lender's security Interest in the Collateral. Severability. It a court of competent jurisdiction finds any provision of this Agreement to be Illegal,invalid,or unenforceable as to any circumstance.that finding shall not make the offending provision illegal,Invalid,or urerrforceable os to any other circumstance. II feasible, the offending provision shall be considered modified so that It becomes legal,valid and enforceable. If the offending provision cannot be so modified,It shall be considered deleted from this Agreement. Unless otherwise required by law,the illegality,invalidity,or urenforceabliity of any provision of this Agreement she/not affect the legality,validity or enforceability of arty other provision of this Agreement. Successors and Assigns. Subject to any limitations stated In this Agreement on transfer of Grantor's interest,this Agreement shall be binding upon and inure to the benefit of the parties,their successors and assigns. If ownership of the Collateral becomes vested In a person other than Grantor,Lender,without notice to Grantor,may deal with Grantor's successors with reference to this Agreement and the Indebtedness by way of forbearance or extorsion without releasing Grantor from the obligations of this Agreement or liability under the Indebtedness. Survival of Representations and Wanronties. All representation,warranties. and agreements made by Grantor in this Agreement shall survive the execution and delivery of this Agreement,shall be continuing in nature,and shell remain in full farce and effect until each time as Grentor's Indebtednees shell be paid in hull, Time Is of the Essence. Time is of the essence In the performance of tris Agreement. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary,all references to dollar amounts shag mean amounts In lawful money of the United States of America. Words and terms used in the singular shall include the plural,and the plural shall include the singular.as the context may require. Words and terms trot otherwise defined in this Agreement shell have the meanings attributed to such terms in the Uniform Commercial Coda: Agreement. The word'Agreement"means this Commercial Security Agreement,as this Commercial Socurity Agreement may be amended or modified from time to time.together with all exhibits and schedules attached to this Commercial Security Agreement front time to time. Borrower. The word"Borrower"means Dolphin International,LLC and includes aft co-signers and co-makers signing the Note and all their successors and assigns. Collateral. The word'Collateral' means oil of Grantor's right,title and interest in and to all the Collateral as described in the Collateral Description section of this Agreement. Default. The word'Default'means the Default set forth In this Agreement in the section tided'Default". fnvuonmentel Lem. The words*Environmental Laws' mean any and all state, federal and local statutes,regulations and ordinances relating to the protection of human health or the environment,including without limitation the Comprehensive Environmental Response, Compensation,and Llabiilty Act of t980,as emended,42 U.S.C.Section 9601,et seq. I'CERCLA'i, the Superfund Amendrnatlls end Reauthorization Act of 1986,Pub.L.No.99.499 f'SARA't,the Hazardous Materials Transportation Act,49 U.S.C.Section I80tees seq., the Resource Conservation and Recovery Act. 42 U.S.C. Section 6901, of seq., or other applicable state or federal laws,•isles, of regulations adopted pursuant thereto. •. C I Event of Default. The words'Event of Default"mean any of the events of(lateult net forth in this Agreement In thresletauleaectionof this ""`"" Agreement. `. a — Rte" Grantor. The word'Grantor'means Dolphin International,LLG. —.1 i': Guarantor. The word'Guarantor'means any guarantor,surety,or accommodation party of any or all of the Indehte¢nes%��M,f Guaranty. The word'Guaranty'means the guaranty from Guarantor to Lender,Including without limitation a auarMIT'seam or ppfCof the Nota. -2. Hazardous Substances. The words'Hazardous Substances"mean materials that, because of their quantity,corwant aIion aT,physicai, chemical or Infectious characteristics, may cause or pose e present or potential hazard to human health or the environmene when Improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words 'l+arardous Substances'are used in theft very broadest sense and include without limitation arty end all hazardous or toxic substances,materials or waste es defined by or listed under the Environmental Laws. The term"Hazardous Substances'also Includes,without limitation,petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word'Indebtedness'means the indebtedness evidenced by the Note or Related Documents,including all principal and Interest together with all other indebtedness and costs and expenses for which Grantor Is responsible under this Agreement or under any of the Related Doeumants. Specifically, without limitation, Indebtedness Includes the future advances set forth In the Future Advances provision,together with ell Interest thereon and all amounts that may be Indirectly secured by the Cross-Collaterallzetion provision of this Agreement. Lender. The word'Lender"meorw Banken Trust Company,N.A.,its successors and assigns. Note. The word'Note'means the Note executed by Dolphin International,LLC In the principal amount of 97.300,000.00 dated January 23,2008,together with all renewals of.extensions of,modifications et.refinencings of,consolidations of,and substitutions for the note or crcdit agreement. Property. The word 'Property'means all of Grantor's right,title end Interest fn and to all the Property as described in the "Collateral Description'section of this Agreement. Related Documents. The words'Related Documents' mean all promissory notes, credit agreements, loan agreements,environmental agreements,guaranties,security agreements,mortgages,deeds of trust,security deeds,collateral mortgages,end ail other instruments, agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness. E-FILED 2014 SEP 09M.ERtECURITY A LERcOF,DISTRICT COURT 1 n.14a:6001358-9001 (Continued) GHEE Page 5 GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS.THIS AGREEMENT IS DATED JANUARY 23.2005. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS COMMERCIAL SECURITY AGREEMENT AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: DOLPHIN INTERNATIONAL,LLC By: Vijay orIManager d Dolphin Inter anal,LLC -- •••--•— _ NY�M�.nw�-w On IXM41:.r.amr•a.kkar9.rat Mclbl.m00. Nrq.0 ammo. M CChka.ki.t tS iib/'V ea •.•�— —' N CI) mam c:3 � r1 C,"'(, 'oma rri O t . ! i I � 1 E-FILED 2014 wi 0 .cticlopt*-AiO� 'STRICT COURT • t,.p�...TT', t 't rs e, 't(1�1,1Q.1 �'t References In the boxes above are for Lender'.use only and do not limit theapplicability of this document to any particular loan or I Any item above containing ••"has been omitted due to text length limitations. Grantor: Dolphin International,Lie Lender: Bankers Trust Company 736 N.Victoria Lane 221 3rd Avenue SE.Sidle 160 Palatine,IL 60067 Cedar Rapids,IA 52401 131811388-7782 a --- .�----^--vim .C" THIS COMMERCIAL SECURITY AGREEMENT dated December 10,2012,is mads and executed between Dolphin Imematlonal,ILCJ'GrantttiE aa and Bankers Trust Company("Lendsr'I. GRANT OF SECURITY INTEREST. For valuable consideration, Granter grants to Lender a security Interest In the Colalethe Indebtedness and agrees that Lender shallhave the rights stated in this Agreement with respect to the Collateral,In adtadon ottier rights which Lender may have by law. _ COLLATERAL DESCRIPTION. The wore"Collateral"as used In this Agreement means the following deacribed property,whether naw,owns Q{ hereafter acquired,whether now existing or hereafter arising,and wherever located.in which Grantor la giving to Lender a eectUJty In eresLl 1 a the payment of the Indebtedness end performance of all other obligations under the Note end this Agreement: --a– ,,,,.,,,y All Inventory,Chattel Paper,Accounts,Equipment and General Intangibles _^ ,. ,. In addition,the word"Collateral"also Includes all the following,whether now owned or hereafter acquired,whether now existing or heree ider arising,and wherever located. IA) All accessions,attachments,accessories,toots,parts,supplies,replacements of and additions to any of the collateral described herein, whether added now or later. 181 All products end produce of any of the property described in this Collateral section. (CI All accounts,general Intangibles,Instruments,rents,monies,payments,and all other rights,edging out of a sale,tease,consignment or other diapositlon of any of the property described In this Collateral section. (D) All proceeds(including insurance proceeds)from the sale,destruction,loss,or other deposition of any of the property described in this Collateral section,end auras due from a third party who has damaged or destroyed the Collateral or from that party's Insurer,whether due to judgment,settlement or other process. (E) Al records and data relating to any of the property described in this Collateral section,whether In the form of a writing,photograph, microfilm,microfiche,or electronic media,together'with all of Grantor a right,title,and interest In and to all computer software required to utilize,create,maintain,and process any such records or date on electronic media. CROSS•COLLATERAUZATION. In additIon to the Note,this Agreement secures all obligations,debts and liabilities.plus interest thereon,of Grantor to Lender,or any one or more of them,as well as all claims by Lender against Grantor or any one or more of them,whether now existing or hereafter arising,whether related or unrelated to the purpose of the Note,whether voluntary or otherwise,whether due or not due, direct or indirect,determined or undetermined,absolute or contingent,liquidated or unliquidated,whether Grantor may be liable individually or jointly with others,whether obligated as guarantor.surety,accommodation party or otherwise,and whether recovery upon such amounts may be or hereafter may become barred by arty statute of limitations,and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. FUTURE ADVANCES. in addition to the Note,this Agreement secures alt future advances made by Lender to Grantor regardless of whether the advances ere made a)pursuant to a commitment or le for the sante purposes. RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff In all Grantor's accounts with Lender(whether checking,savings,or some other account). This includes ell accounts Grantor holds Jointly with someone else and all accounts Grantor may open In the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff wou'd be prohibited by law, Grantor aut:prizes Lender,to the extent permitted by applicable lave,to charge or setoff all sums owing en the indebtedness against any and all such accounts,end,at Lender's option,to administratively freeze all such accounts to allow Lender to protect Lender's charge and carol( rights provided in this paragraph. GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral,Grantor represents and promisee to Lender that: Perfection el Secwity Interest. Grantor agrees to take whatever actions arc requested by Lender to perfect and continue Lender's security interest in the Collateral. Upon request o1 Lender,Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral,and Grantor will note Lender's Interest upon any end all chattel paper and instruments If not delivered to Lander for possession by Lender. This Is a continuing Security Agreement and will continue In affect even though all or any part of the Indebtedness Is paid in full and even though for a period of tine Grantor may not be indebted to Lender, Notices 10 Lander. Grantor wit promptly notify Lender in writing at Lender's address shown above(or such other addresses es Lender may designate from time to time)prior to any (1) change In Grantor's name; 121 change In Grantor's aaaumed business namo;sl; 13) change in the management or in the members or managers of the limited liability company Granter; 14) change In the authorized signerisl; 151 change In Grantor's principal office address; (6) change in Grantor's state of organization; (7) conversion of Grantor to a now or different type of business entity;or (81 Change In any other aspect of Grantor that directly or Indirectly relates to any agreements between Grantor and Lender. No chenge in Grantor's name or state of organization will take effect until after Lender has received notice. Ne Violation. Tho execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party,and its membership agreement does not prohibit any lend or condition of this Agreement. Enforceability of Collateral. To the extant the Colateral consists of accounts,chattel paper, or general intangibles, as defined by the Uniform Commercial Code,the Collateral Is enforceable In accordance with Its terms,Is genuine,and fully complies with all applicable laws and regulations concerning form, content and manner of preparation and execution, end all persons appearing to bo obligated on the Collateral have authority and capacity to contract and aro In feet obligated as they appear to bo on the Collateral. At the time any account becomes eubjeet to a security Interest In favor of Lender,the account shall he a good and veld account representing en undisputed,bona fide indebtedness Incurred by the account debtor,tier merchandise hold subject to delivery Instructions or previously shipped or delivered PUreuant to a contract or sale,or for services previously performed by Grantor with or for the account debtor. So long as this Agreement remains In effect,Grantor shall not,without Lender's prior written consent,compromise,settle,adjust,or extend payment under or with regard to any such Accounts. There shalt be no setoffs or counterclaims agelnat any of the Collateral,end no agreement shall have been made under which any deductions or discounts may be claimed concerning the Collateral except those disclosed to Lender In writing. Location of the Collateral. Except in the Winery course of Grantor's business,Grantor agrees to keep the Colateral for to the extent the Collateral consists of intangible property such as accounts or general intangibles, the records concerning the Collateral) at Grantor's address shown above or at such other locations as are acceptable to Lender. Upon Lender's request,Grantor will deliver to Lender In form satisfactory to Lender a schedule of real propertiea and Collateral locations relating to Grantor's operations,including without limitation the following: Ill all real property Grantor owns or is purchasing; 42) ail real property Grantor Ia renting or leasing: (3) all storage facilities Grantor owns,rents,teases,or uses;and 14) all other properties where Collateral is or may be located. Removal of the Collateral. Except In the ordinary course of Grantor's business,Including the sales of Inventory,Grantor shall not remove the Collateral from its existing location without Lender's prior written consent. To the extent that the Colateral consists of vehicles,or other titled property,Grantor shag not take or permit any action which would require application for certificates of tido for the vehicles outside the Stats of Illinois,without Lender's prior written consent. Grantor shal,whenever requested,advise Lender of the exact location of the Colateral. Transectlona Involving Colateral, Except for inventory sold or accounts collected in the ordinary course of Grantur's business, or as otherwise provided for in this Agreement,Grantor shall not sell,offer to sell,or otherwise transfer or dispose of the Colateral. While Grantor Is not In default under this Agreement.Grantor may sell inventory,but only in the ordinary course of Its business end only to buyers who qualify as a buyer in the ordinary course of business. A sale In the ordinary course of Grantor's business does not include a transfer In partial or total satisfaction of a dobt or any hulk sale. Grantor shell not pledge,mortgage,encumber or otherwise permit the Collateral to be cubject to any len,security interest,encumbrance,or charge,other then the security interest provided for In this Agreement without -Exhif�i — ';Ili" ._ . E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF bISTRICT COURT Ct.idIMERCiAL SECURITY AGREEMEIvs/ Loan No:6001358.9002 (Continued) nagtt2 the prior written consent of Lender, This lncludee security Interests even If Junior In right to the security interests granted under this Agreement. Unless waived by Lender,all proceeds from any disposition of the Colfaterot!for whatever reason)shell be hold in trust for Lender and shell not be commingled with any other funds;provided however,this requirement shall not oonatituto consent by Lender to any sale or other disposition. Upon receipt,Grantor shall Immediately deliver any such proceeds to Lender. Title. Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral,free end clear of all Ions end encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral Is on Cie in any public olfiee other than those which reflect the security interest created by this Agreement or to which Lender hat specifically consented. Grantor shell defend Lender's rights In the Collateral against the claims and demands of all other persons. Repairs and Maintenance. Grantor agrees to keep and maintain,and to cause others to keep and maintain,the Collateral In good order, repair and condition et all times while this Agreement remains In effect. Grantor further agrees to pay when due all claims for work done on,or services rendered or materiel furnished in connection with the Colateral so that no lien or encumbrance may ever attach to or be tiled against the Collateral. Inepeotion of Collateral. Lender and Lender's designated representatives and agents shell have the right at all reasonable times to examine end inspect the Colateral wherever located. Tease,Aasesamente end Liens. Grantor will pay when due all taxes,assesementa and gens upon the Collateral.Its use or operation,upon this Agreement,upon arty promissory note or notes evidencing the Indebtedness,or upon any of the other Related Documents. Grantor may withhold any such payment or may elect to contest any lien It Grantor Is In good faith conducting on appropriate proceeding to contest the obligation to pay end so tong as Lender's Interest In the Collateral Is not jeopardized In Lender's solo opinion. II the Collateral Is subjocted to a hart which Is not discharged within fifteen 115)days,Grantor shoe deposit with Lender cash,a sufficient corporate surety bond or other security satisfactory to Lender In en amount adequate to provkle for the discharge of the gen pluo any interest,coats, attorneys'fees or other charges that could accrue es a result of foreclosure or sato of the CollateraL In any contest Granter shall defend itself and Lender end shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shell name Lender a.e un additional obligee under any surety bond furnished in the contest proceedings. Grantor further agrees to furnish Lender with evidence that such taxes,assessments,end governmental end other charges have been paid In full end in a timoty manner. Grantor may withhold any )♦ '� such payment or may elect to contest any lien if Grantor Is In good faith conducting an appropriate proceeding to contest:the obligation ter_ pay end so tong ea Lender's Interest in the Colateral is not jeopardized. - Compliance with Governmental Requirements. Grantor shall comply promptly with all laws, ordinances, rules end vegetations of'Iilr governmental authorities,now or hereafter In effect,applicable to the ownership,production,disposition,or use of the Collateral.including. all laws or regulations relating to the undue erosion of hlghly-erodlble land or relating to the conversion of wetlands for the product)pn of en � egriculturel product or commodity. Grantor may contact in good faith artycompliance such low.ordinance or regulation and withhold compliae 1 , ' , during any proceeding,Including appropriate appeals,so long as Lender's Interest In the Colateral,In Lenders opinion,is not'jeoperdized.- Hazardous Substances, Grantor represents and warrants that the Collateral never has been,end never will be so long as this Agreement_ ,,r remains a lien on the Collateral,used in violation of any Environmental Laws or for the generation,manufacture,storage,.transportation, treatment,disposal,release or threatened release of any Hazardous Substance. The representations and warranties contained heroin artier based on Grantor's due diligence In Investigating the Colaterel for Hazardous Substances. Grantor hereby (1) releases wed waives arty") future claims against Lender for Indemnity or contribution in the event Grantor becomes gable for cleanup or other casts under one, Environmental Lowe,and 12) agrees to Indemnify,defend,and hold harmless Lender against any and all claims and losses resulting from e breach of this provision of this Agreement. This obligation to irdemnily end defend shag survive the payment of the Indebtedness and the satisfaction of thio Agreement. Maintenance of Casualty Insurance, Grantor shall procure and maintain all rinks Insurance, including without limitation fire, theft and liability coverage together with such other insurance as Lender may requIre with respect to the Collateral,in form,amounts.coverages and basis reasonably acceptable to Lender end Issued by a company or companies reasonably acceptable to Lander. Grantor,upon request of Lender,will deliver to Lender from time to time the policies or certificates of Insurance In form satisfactory to Lander,Including stipulations that coverages will not be cancelled or diminished without at least fifteen(15)days'prior written notice to Lender and not Including any disclaimer of the insurer's liability for failure to give such a notice. Each Insurance policy also shall Include err endorsement providing that coverage In favor of Lander will not be Impaired In any way by any act,omission or default of Grantor or any other person. In connection with all policies covering assets In which Lender holds or Is offered a security Interest,Grantor will provide Lender with such loss payable or other endorsements as Lender may require. If Grantor at any time fens to obtain or maintain eny Insurance as required under this Agreement Lender may(fart shall not be obligated to)obtain such Laurance as Lander deems appropriate,Including if Lender so chooses 'single Interest insurance,'which will cover only Lender's interest in the Collateral. Application of Laurance Proceeds. Grantor shell promptly notify Lender of any loss or damage to the Collateral, whether or not such casualty or loss Is covered by Insurance. Lander may make proof of lose If Grantor falls to do so within fifteen 1151 days of the casualty. All proceeds of any Insurance on the Collateral,including accrued proceeds thereon,shell be hold by Lender as part of the Colateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral,tender shall,upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. if Lender does not consent to repair or replacement of the Collateral, Lender shell retain a sufficient amount of the proceeds to pay en of the Indebtedness. and shell pay the balance to Grantor. Any proceeds which have not been disbursed within six(6)months alter their receipt anti which Grantor has not committed to the repair or restoration of the Collateral shag be used to prepay the Indebtedness, Insurance Reserves. Lender may require Grantor to maintain with Lender reserves for payment of Insurance premiums,which reserves shall be created by monthly payments from Grantor of a aunt estimated by Lender to be sufficient to produce.et least fifteen 1151 days bolero the premium due date,amounts at least equal to the Insurance premiums to be paid. If fifteen 1151 days before payment is duo,the reserve funds ere insufficient Grantor shall upon demand pay any deficiency to lander. The reserve funds shell be held by Lender as a general deposit and shall constitute a non-Interest-bearing account which Lander may satisfy by payment of the Insurance premiums required to be paid by Grantor as they become due. Lender does not hold the reserve fund,In trust for Grantor,end Lender Is not the agent or Grantor fur payment of the Insurance premiums required to lou paid by Grantor. The responsibility far the payment of promiume shall remain Grantor's sole resporsibaity. Insurance Reports. Grantor, upon request of Lender,shell furnish to Lender reports on each existing policy of Insurance stowing such Information as Lender may reasonably request Including the following: (II the name of the insurer, 121 the risks Insured; 13) the amount of the policy; (41 the property(retired; (51 the then current value on the basis of which Insurance has been obtained end the manner of determining that value;end (S) the expiration date of the policy. In addition,Grantor shell upon request by Lender(however not more often than annually)have en Independent appraiser satisfactory to Lender determine,es applicable,the cash value or replacement cost of the Collateral. Financing Statements. Grantor authorizes Lender to file a UCC financing statement,or elternetivety,a copy of this Apreement to perfect Lender'e security Interest. At Lender's request,Grantor aelditlonally agrees to sign ell other documents that are necessary to perfect, 'protect,and contihtie Lender's security interest in the Property. Grantor will pay ell filing tees,title transfer fees,and other fees and coats Involved unless prohibited by law or unless Lender is required by law to pay ouch fees and costs, Grantor Irrevocably appoints Lender to execute documents necessary to transfer title If there is a default. Lender may filo a copy of this Agreement as a financing statement. It Grantor changes Granter's name or address, or the name err address of any person granting a security Interest under this Agreement changes,Grantor will promptly notify the Lender of such change. GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except as otherwise provided below with respect to accounts,Grantor may have possession of the tangible personal property and beneficial use of all the Colateral end may use It in arty lawful manner not Inconsistent with thia Agreement or the Related Documents,provided that Grantor's right to possession and beneficial use shall not apply to any Collateral where possession of the Collateral by Lender Is required by law to perfect Lender's security interest In such Collateral. Until otherwise notified by Lender,Grantor may collect any of the Collateral consisting of accounts. At any time and even though no Event of Default exists,Lander may exercise Its rights to collect tine accounts and to notify account debtors to make payments directly to Lender for application to the Indebtedness. If Lender at any time has possession of any Collateral,whether before or after an Event of Default,Lender shell be doomed to have exercised reasonable care In the custody and preservation of the Collateral If Lender takes such action for that purpose as Grantor shall request oras Lender,in Lender's sole discretion,shall deem appropriate under the circumstances,but failure to honor any request by Grantor shall not of sail be deemed to be a failure to exercise reasonable care. Lender shall not be required to take any steps neceseary to preserve coy rights in the Collateral against prior parties, nor to protect, preserve or meintoin any security Interest given to secure the Indebtedness. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially effect Lender's Interest in the Collateral or If Granter fails to comply with any provision of this Agreement on any Related Documents, Including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor Is required to discharge or pay under this Agreement or any Related Documents,lender on Grantor's behalf may(but shall not be obligated to)take any action that Lender dooms appropriate,Including but not limited to efischerging or paying nil texas,liens,security Interests,encumbrances and other claims,at any tine levied or placed on the Collateral and paying all costs for E-FILED 2014 SEPL09 (ar- i6LO�DISTRICT COURT Loch No:6001358.9002 (Continued) Page 3 Insuring,maintaining end preserving tee Collateral. All such expenditures incurred or paid by Lender for such purpaoee will then bear Interest at the rate charged under the Note from the date Incurred or paid by Lender to the date of repayment by Grantor. All such expanses will become a part of the Indebtedness and,at Lender's option,will (AI be payable on demand; IBI be added to the balance of the Note and be apportioned among end be payable with any Installment payments to become due during either 111 the term of any applicable insurance policy;or 12) the remaining term of the Note;or ICI be treated as a balloon payment which will be duo and payable at the Nota'e maturity. The Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Defauit- REINSTATEMENT OF SECURITY INTEREST. If payment is made by Grantor,whether voluntarily or otherwise,or by guarantor or by any third party,on the Indebtedness and thereafter Lander Is forced to remit the amount of that payment (A) to Grantor's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relict of debtors, Ie) by reason of any judgment,decree or order of any court or administrative body having jurledicttan over Lender or any of Lendeea property,or IC) by reason of any settlement or compromise of any claim made by Lender with any claimant(Including without imitation Grantor),the indebtedness shall be considered unpaid far the purpose of enforcement of this Agreement and this Agreement shelf continue to be effective or shall be reinstated,as the case may be,notwithstanding any cancellation of thls Agreement or of any note or ether Instrument or agreement cvklencirg the Indebtedness and the Collateral will continue to secure,the amount repaid or recovered to the same extent as if that amount never had been originally received by Lender,erd Grantor shall be bound by any judgment,decree,order,settlement or compromise relating to the Indebtedness or to this Agreement. DEFAULT. Each of the following shall constitute en Event of Default under this Agreement: Payment Default. Grantor fails to make any payment when due under the indebtedness. Other Defaults. Granter fails to comply with or to perform any other term,obligation,covenant or condition contained in this Agreement or in arty of the Related Documents or to comply with or to perform any term,obligation, covenant or condition contained In any other agreement between Lender and Grantor. False Statements. Any warranty,representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Agreement or the Related Documents Is false or misleading In any material respect,either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective CollatereilzatIo n. This Aeroernent or any of the Related Documents ceases to be in full force and elloct enduring failure°Pertly collateral document to create a valid and perfected security interest or lien)at any time end for arty reason. ewe. Insolvency. The dissolution of Grantor(regardless of whether election to continue Is made), any member withdraws front the emitif liability company,or any other termination of Grantor's existence as a going business or the death of any member,the'insolvency of annum. Grantor,the appointment of a receiver for arty part of Grantor's property,arty assignment for the benefit of creditors,any ype.of maim: �+ workout,or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. - - _ t Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial prooeed{ng,'aeif-help, repoeseasion or any other method, by any creditor of Grantor or by any governmental agency against any collateral;securing-the Indebtedness. This includes a garnishment of any of Grantor's accounts,including deposit accounts,with Lender. However,ediiErent of Default shall not apply If there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the 4i) creditor or forfeiture proceeding and it Grantor gives Lender written notice or the creditor or forfeiture proceeding and deposits with Lender- monies or a surety bond for the creditor or forfeiture proceeding,In an amount determined by Lender,In its aole discredon,as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or Guarantor dins or becomes incompetent or revokes or disputes the validity of,or liability under,any Guaranty of the ltrdebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is Impaired. Insecurity. Lender In good faith believes Itself Insecure. RIGHTS AND REMEDIES ON DEFAULT. If en Event of Default occurs under this Agreement,et any time thereafter,Lender shall have at the rights of a secured party under the Illinois Uniform Commercial Code. In addition and without limitation,Lender may exercise any one or more of the following righta and remedies: Accelerate btdebtadneas. Lender may declare the entire indebtedness,including arty prepayment penalty which Grantor would be required to pay,Immediately due and payable,without notice of any kind to Grantor. Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and ell certificates of title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also slue have Lull power to enter upon the property of Grantor to take possession of end remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession.Grantor agrees Lender may take such other goods,provided that lender makes reasonable efforts to return there to Grantor after repossession. Sell the Collateral. Lander shall have full power to sell,lease,transfer,or otherwise deal with the Collateral or proceeds thereof In Lender's own name or that of Granter. Lender may moll the Collateral at public auction or private sale. Unless the Colisteral threatens to decline speedily In value or is of a type customarily sold an a recognized market,Lender will give Grantor,end other persona as required by law, reasonable notice of the time and place of any public sale,or the time after which any private sale or any other disposition of the Collateral is to be made. However,no notice need be provided to any person who,after Event of Default occurs,enters Into and authenticates an agreement waiving that person's right to notification of sale. The requirements of reasonable notice shall be met if such notice is given of least ten 110)days before the time of the sale or disposition. All expenses relating to the disposition of the Collateral,irncluding without limitation the expenses of retaking,holding,insuring,preparing for sale and selling the Collateral,shall become a part of the lntdebtednarss secured by this Agreement end shall be payable on demand,with Interest et the Note rete from date of expenditure until repaid. Mortgagee In Possession. Lender shall have the right to be placed as mortgagee In possession or to have a receiver appointed to take possession of all or any part of the Collateral,with the power to protect and preserve the Collateral,to operate rho Collateral preceding foreclosure or ado,and to collect the Rents from the Collateral and apply the proceeds,over and above the cost of the receivership,against the indebtedness. The mortgagee in possession or receiver may servo without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount, Employment by Lender shall not disqualify a person from serving as a receiver. Collect Revenues.Apply Accounts. Lander,either itself or through o receiver,may collect the payments,rents,Income,and revenues from the Collateral. Lender may at any time In Lender's discretion transfer any Collateral into Lender's own nems or that of Lender's nominee and receive the payments, rents,income, end revenues therefrom end hold the same es security for the Indebtedness or apply it to payment of the Indebtedness In such order of preference as Lender may determine. Insofar es the Collateral consists of accounts,general Intangibles,Insurance policies,dntstruments,chattel paper,choses in action.or similar property,Lender may demand.collect,receipt for. settle, compromise, adjust, sue for, foreclose, or realize err the Collateral as Lander may determine, whether or not Indebtedness or Collateral Is then due. For these purposes,Lender may,on behalf of and in the name of Grantor,receive,open and dispose of mail addressed to Grantee change any address to which mail and payments ere to bo sent;end endorse notes,checks,drafts,money orders, documents of dee,Instruments and items pertaining to payment,shipment,or storage of any Collateral. To facilitate collection,Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender. Obtain Deficiency. if Lender chooses to sell any or all of the Collateral,Lander may obtain a judgment against Grantor for any deficiency remaining on the indebtedness due to Lender after application of all amounts received from the exercise of the rights provided In this Agreement. Grantor shall be liable for a deficiency even if the transection described In this subsection is a sale of accounts or chattel peper. Other Rights and Remeties. Lender shell have all the righta end remedies of a secured creditor under the provisions of the Uniform Commercial Code,es may be amended from time to time. In addition,Lender shall have and may exercise any or all other rights and remedies It may have available et low,In equity,or bthorwlse. Election of Remedies, Except as may be prohibited by applicable law, all of Lender's rights and remedies,whether evidenced by this Agreement,the Related Documents,or by any other writing,shad be cumulative and may be exercised einguleriy lir concurrently. Election by Lender to pursue eny remedy shall not exclude pursuit of any other remedy,and an election to make expenditures or to take echos to perform an obligation of Grantor under tele Agreement,after Grantor's failure to perform,shag not affect Lender's right to declare a default and exercise its remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous previsions are a part or this Agreement: Amendments. 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DISTRICT COURT Laat.Mo:6001358-8002 (Continued) Page 5 $4,650,000.00,together with all renewals of,extensions af,modifications of,refinancings of,consolidations of,end substitutions for the note or credit agreement. Property. The word'Property' means all of Grantor's right, title and interest In and to at the Property as described In the'Coiloteral Description'section of this Agreement. Related Documents. The words 'Related Documents' mean all promissory notes,credit agreements, loan agreements,ervironrrtental agreements,guaranties,security agreements,mortgages,deeds or trust,security deeds,collateral mortgagee,and all other instruments, agreements end documents,whether now or hereafter existing,executed in connection with the Indebtedness. Rents. The word'Fonts°means ail present and future rents,revenues,Income,issues,royalties,profits,and other benefits derived from the Property. GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS.THIS AGREEMENT IS DATED DECEMBER 10.2012. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS COMMERCIAL SECURITY AGREEMENT AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: DOLPHIN INTERNATIONAL,1.1.0 By: / �� Vijayr:." MamberlManapsr of Dolphin Inter lanai,LLC rU iilNair:7:7.�=md •%Lit,rn.4/...A.....W.0 Owr:R2a,c,x>o„rai0 -'^ • ■ v -� -- cn rn .- • U1 F-FILED 7014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT • COMMERCIAL GUARANTY • 14.,„,,,.,,, c„,...,,.,,,.„.„. , .. l°an No Call Cell ACC4unt • Officer tfitia{s f. . ..,..»3, . . ° ^.t"a. " . 11100 tilMtAe_ 4382 j . References In the boxes above are for Lender's use only and do not limit the applicability of this document to any particLlar lueu cr itt, . Any Item above containing has been omitted due to text length limitations. VVV Borrower: Dolphin International,LLC Lender: Bankers Trust Company 738 N.Victoria Lana 221 3rd Avenue SE,Suint 150 Palatine,IL 60067Cedar Rapids,IA 52401 • 43191896-7782 Guarantor: Vijay J.Bhatt 738 N.Victoria Lane Palatine,IL 60067 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration,Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender,and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's ferneries against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness,this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or Its order,on demepd,in legal tender of the United States of America,in same-day funds,without set-off or deduction or counterclaim,and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability Is unlimited end Guarantor's obligations are continuing. INDEBTEDNESS. The word'Indebtedness'as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times,accrued unpaid interest thereon end ail collection costs and legal expenses related thereto permitted by law,attorneys'fees, arising from any and all debts, liabilities end obligations of every nature or form,now existing or hereafter arising or acquired,that Borrower individually or collectively or interchangeably with others,owes or will owe Lender.'Indebtedness'includes,without limitation,loans,advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements,other obligations,and liabilities of Borrower, and any present or future judgments against Borrower,future advances,loans or transactions that renew,extend,modify,refinance,consolidate or substitute these debts, liabilities and obligations whether.voluntarily or involuntarily incurred; due or to become due by their terms or acceleration;absolute or contingent•,liquidated or unliquidated;determined or undetermined;direct or indirect;primary or secondary In nature or arising from a guaranty or surety; secured or unsecured;joint or several or joint and several;evidenced by a negotiable or non-negotiable Instrument or writing;originated by Lender or another or others;barred or unenforceable against Borrower for any reason whatsoever;for any transactions that may be voidable for any reason (such as Infancy, insanity, ultra vires or otherwise); end originated then reduced or extinguished and then afterwards Increased or reinstated. It Lender presently holds one or more guaranties,or hereafter receives additional guaranties from Guarantor,Lender's rights under all guaranties shall be cumulative. This Guaranty shall not(unless specifically provided below to the contrary)affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of thla Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. This IS A'CONTINUING GUARANTY'UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER. NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOFIY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A`EO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender,orany ,--,-.,3 notice to Guarantor or to Borrower,end will continue In full force until all the Indebtedness Incurred or contracted before receipt by Lendm)of ' ! any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guefenty ahaltheve ...,,..-. been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's wrinan notigg_pf .o.a revocation must be mailed to Lander,by certified mail,et Lender's address listed above or such'other piece es Lender may desiignate`In writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's weitt(r$evoca11bh. For this purpose and without kmitadon, the term 'new indebtedness' does not include the Indebtedness which at the time ire notice of revocation is contingent,unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined:Pr-due. FoP'43s i i t purpose and without limitation, 'new Indebtedness' does not Include all or part of the Indebtedness that is: Incurred by Borrower pri(yr-:Io revocation;incurred under a commitment that became binding before revocation;any renewals,extensions,substitutions,and modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's deatli'Er Incapacity,regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing,Guarantor's executor or administrator or atter legal representative may terminate this Guaranty In the same manner in which Guarantor might have terminated It and with.the same efftns3 Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under Atria Guaranty. A revocation Lender receives from any one or more Guarantors shall riot affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur In the aggregate amount of the Indebtedness covered by this Guaranty,end Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars(50.001,shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs,successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars(10.00). ADDITIONAL PROVISION.This Guaranty Secures the 131 three Promissory Notes dated December 10,2012 in the amounts of$4,850,000.00, $100,000.00 and 03,967,019.76 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancing of, consolidations of,end substitutions for the Promissory Note or Agreement. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof,without notice or demand and without lessening Guarantor's liability under this Guaranty,from time to time: (Al prior to revocation as set forth above,to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter,compromise,renew,extend,accelerate,or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness;extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness,and exchange,enforce,waive,subordinate,fail or decide not to perfect,and release any such security,with or without the substitution of new collateral; ID) to release,substitute,agree not to sue,or deal with any one or more of Borrower's sureties, endorsers,or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when end what application of payments end credits shall be made on the Indebtedness; IF) to apply such security and direct the order or manner of sale thereof,including without limitation,any nonjuxicial sale permitted by the terms of the controlling security agreement or deed of trust,as Lender In Its discretion may determine; 10) to sell,transfer,assign or grant participations in all or any pert of the Indebtedness;and (H) to assign or transfer this Guaranty in whole or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify In any way the terms of this Guaranty, (BI this Guaranty is executed at Borrower's request and not at the request of Lender; (Cl Guarantor has full power,right and authority to enter Into this Guaranty; (DI the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result In a violation of any law,regulation,court decree or order applicable to Guarantor; IE) Guarantor has not and wilt not,without the prior written consent of Lender, sell, lease, assign encumber.hypothecate, transfer,or otherwise dispose of all or substantially all of Guarantor's assets,or any Interest therein; (FI upon Lender's request,Guarantor will provide to Lender financial and credit Information in form acceptable to Lender,and all such financial information which currently has been,and all future financial information which will be provided to Lender Is and will be true and correct In all material respects and fairly present Guarantor's financial condition as of the dates the financial Information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the moat recent financial statements provided to Lender and no event has occurred which may materially adversely effect Guarantor's financial condition; (H) no litigation,claim,investigation,administrative proceeding or similar action(Including those for unpaid taxes)against Guarantor Is pending or threatened; Ill Lender has made no representation to Guarantor as to the creditworthiness of Borrower;end (J1 Guarantor has established adequate means of obtaining front Borrower on a continuing basis Information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts,events,or circumstances which might in any way affect Guarantor's rlska under this Guaranty,and Guarantor further agrees that,absent a request for Information,Lender shell have no obligation to disclose to Guerar.tor any Information or documents acquired by Lender In the course of Its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available,but in no event later than one-hundred-twenty(1201 days after the end of each fiscal year, T — _ 1)*1 Exhibit V 114IffLED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT • COMMERCIAL GUARANTY -- • Loan No:6001358-9002 (Continued) Paps 2 Guarantor's balance sheet and income statement for the year ended,prepared by Guarantor. Tax Returns. As soon es available,but in no event later than one-hundred-twenty(120)days atter the applicable filing date for the tax reporting period ended,Guarantor's Federal and other governmental tax returns,prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared In accordance with GAAP,applied on a consistent basis,end certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (Al to continue lending money or to extend other credit to Borrower; IS) to make any presentment,protest,demand,or notice of any kind,Including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral,or notice of any action or nonaction on the part of Borrower, Lender,any surety,endorser, or other guarantor In connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person,including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lander from Borrower,any other guarantor,or any other person; (E) to give notice of the terms,time,and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power;or (G) to commit any act or omission of any kind,or at any time,with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or Impairment of collateral including,but not limited to,any rights or defenses arising by reason of (Al any one action'or"anti-deficlency' law or any other law which may prevent Lender from bringing any action,including a claim for deficiency,against Guarantor,before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement,including without limitation,any loss.of rights Guarantor may suffer by reason of any law limiting,qualifying,or discharging the Indebtedness; IC) any disability or other defense of Borrower,of any other guarantor,or of arty other person,or by reason of the cessation of Borrower's liability from any cause whatsoever,other than payment in full hn legal tender,of the Indebtedness; (Dl any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (El any statute of limitations,if at any time any action or suit brought by Lender against Guarantor is commenced,there is outstanding Indebtedness which Is not barred by any applicable statute of limitations;or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise,or by any third party,on the Indebtedness and thereafter Lander is forced to remit the amount of that payment to Borrower's trustee In bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors,the Indebtedness shall be conaldered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives end agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower,the Guarantor,or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of he significance and consequences and that,under the circumstances.the waivers are reasonahTB,and not contrary to public policy or law. If any such waiver is determined to be contrary to-any applicable law or public policy,such waiver sball be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff In at Guarantor's accounts with feeder (whether checking,savings,or some other account). This includes all accounts Guarantor holds jointly with someone else aid all accounts _ Guarantor may open in the future. However,this doss not Include any IRA or Keogh accounts,or any trust accounts for which•setnff would be prohibited by law. Guarantor authorizes Lender,to the extent permitted by applicable law,to hold these funds if there is a default,and leader may apply the funds In these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtednesa, whether now exieti hg or hereafter created,shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower,whether or not Borrower becortis insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower,upon any account whatsoever, to-any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets-of 8orrowei, through bankruptcy,by an assignment for the benefit of creditors,by voluntary liquidation,or otherwise,the assets of Borrower applicable-to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee-In bankruptcy of Borrower;provided however,that such assignment shall be effective only for the purpose of assuring to Lender full payment In legal tender of the Indebtedness. If Lander so requests,any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees,end Lender is hereby authorized,in the name of Guarantor,from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect,preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty,together with any Related Documents,constitutes the entire teederstanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this'Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys'Fees:Expenses. Guarantor egress to pay upon demand all of Lender's costs and expenses.Including Lender's attorneys'fees end Lender's legal expenses,Incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there Is a lawsuit, Including attorneys' fees and legal expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or Injunction),appeals,and any anticipated post-Judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings In this Guaranty are for convenience purposes only and are not to be used to Interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to lender and,to the extent not preempted by federal law,Ma laws of the State of Iowa without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit,Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Unn County, State of Iowa. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty;Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty;the Guaranty fully reflects Guarantor's intentions end parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby Indemnifies and holds Lender harmless from all losses, claims,damages,and costs(including Lender's attorneys'fees)suffered or Incurred by Lender as a result of any breach by Guarantor of the warranties,representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor,then all words used in this Guaranty in the singular shell be deemed to have been used in the plural where the context and construction so require;and where there Is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words 'Borrower" and 'Guarantor' respectively shall mean all and any one or more of them. The words"Guarantor,'"Borrower,'and'Lender'include the heirs,successors, assigns,and transferees of each of them. If a court finds that any provision of this Guaranty Is not valid or should not be enforced,that fact by Itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore,a court will enforce the rest of the provisions of this Guaranty avert If a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor ere corporations,partnerships,limited liability companies,or similar entities,It is not necessary for Lander to inquire into the powers of Borrower or Guarantor or of the officers,directors,partners,managers,or other agents acting or purporting to act on their behalf,and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Any notice required to be given under this Guaranty shall be given in writing,end,except for revocation notices by Guarantor, shall be effective when actually delivered,when actually received by telefaceimile(unless otherwise required by law),when deposited with a nationally recognized overnight courier,or,if maned,when deposited In the United States mail,as first class,certified or registered mall postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be In writing end shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled"DURATION OF GUARANTY.' Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's address. For notice purposes,Guarantor agrees to keep Lender Informed et all times of Guarantor's current address. Unless otherwise provided or required by law,if there is more than one Guarantor,any notice given by Lender to any Guarantor Is deemed to be notice given to all Guarantors. F-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT " COMMERCIAL GUARANTY Loan No:6001358-9002 (Continued) Page 3 No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a welder of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender,nor any course of deaing between Lender and Guarantor,shah constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty,the granting of such consent by Lender in any Instance shall not constitute continuing consent to subsequent instances where such consent is required and In all cases such consent may be granted or withheld In the sole discretion of Lender. Successors and Assigns. Subject to any limitations stated In this Guaranty on transfer of Guarantor's Interest,this Guaranty shall be binding upon and Inure to the benefit of the parties,their successors end assigns. Waive Jury. Lender end Guarantor hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lender or Guarantor against the other. THE FOLLOWING NOTICE IS REQUIRED BY ILLINOIS LAW: Unless Guarantor provides Lender with evidence of the insurance coverage required by Guarantor's agreement with Lender,Lender may purchase insurance at Guarantor's expense to protect Lender's interests in the collateral. This insurance may,but need not,protect Guarantor's interests. The coverage that Lender purchases may not pay any claim that Guarantor makes or any claim that Is made against Guarantor in connection with the collateral. Guarantor may later cancel any insurance purchased by Lender, but only after providing Lender with evidence that Guarantor has obtained insurance as required by their agreement. If Lender purchases insurance for the collateral.Guarantor will be responsible for the costs of that insurance,including interest and any ether charges Lender may impose in connection with the placement of the insurance.mita the effective date of the cancellation or expiration of the Insurance. The costs of the insurance may be added to Guarantor's total outstanding balance or obligation. The costa of the insurance may be mare than the cost of insurance Guarantor may be able to obtain on Guarantor's own. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used In this Guaranty. Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used In the singular shall Include the plural,arid the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word'Borrower'means Dolphin International,LLC and Includes all co-signers and co-makers signing the Nate and all their successors and assigns. GAAP. The word'GAAP"means generally accepted accounting principles. Guarantor. The word'Guarantor'means everyone signing this Guaranty.including without limitation Vijay J.Bhatt,and in each case,any signer's successors and assigns. Guaranty. The word"Guaranty"means this guaranty front Guarantor to Lender. Indebtedness. The word'Indebtedness"means Borrower's indebtedness to Lender as more particulady described in this Guaranty. Lender. The word"Lender"means Bankers Trust Company,its successors and assigns. Note. The word 'Note' means and Includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender,together with all renewals of,extensions of,modifications of,refinancings of,consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents' mean all prcmissory notes, credit agreements, loan agreements, environmental agreements,guaranties,security agreements,mortgages,deeds of trust,security deeds,collateral mortgages,and all other instruments, agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION,EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED'DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED DECEMBER 10,2012. GUARANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS COMMERCIAL GUARANTY AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GUARANTOR: X - Vijay J a INDIVIDUAL ACKNOWLEDGMENT STATE OFI ISS COUNTY OF_ �.... I On this /b Vrit day of A 2_. __ i,n .""� /` A.D., 20 + before me, a Notary Public in and for said County and State,personally appeared Vijay J.Matt,to me known to be the person named in and who executed the fo .s.Ing Instrument and acknowledged that he or she executed the asme as his or her voluntary act and deedLd�til.[.a A/ t • 4 EDWINA McLEES Notary Public in the State of Al ii_ F Commission Hamber 1ssaso "fy� . ` , '— y"tp•p*a.,w.11110.2 Leo%•lana arae 11.....,nw a.+r•7,20.,0•om a„"�a.•u WCPPIRlnCR 11.-1,..M]0 -_.. T..: _,r ill • CD Cil • i . II.IIF E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT • COMMERCIAL GUARANTY r . '" ...: .. ^fl: + .... _ ..te - _W,. Li : s. AVM:WM ;..' '6r ,-...,,.,,,, .- References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or I.-t n. Any item above containing has been omitted due to text length limitations. Borrower: Dolphin International,LLC Lender: Bankers Trust Company 738 N.Victoria Lane 221 3rd Avenue SE,Suite 150 Palatine,IL 60067 Cedar Rapids.IA 52401 (3191 896-7782 Guarantor: Rekhebon V.Bhatt 738 N.Vitoria Lane Palatine.IL 60067 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration,Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender,and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection,so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness,this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or Its order,on demand,In legal tender of the United States of America,in same-day funds,without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word'Indebtedness'as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times,accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law,attorneys'fees, arising from any and all debts,liabilities and obligations of every nature or form,now existing or hereafter arising or acquired,that Borrower individually or collectively or Interchangeably with others,owes or will owe Lender.'Indebtedness"Includes,without limitation,loans,advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements,other obligations,and liabilities of Borrower, and any present or future judgments against Borrower,future advances,loans or transactions that renew,extend,modify,refinance,consolidate or substitute these debts, liabilities end obligations whether:voluntarily or involuntarily incurred; due or to become due by their terms or acceleration;absolute or contingent;liquidated or unliquidated;determined or undetermined;direct or indirect;primary or secondary In nature or arising from a guaranty or surety; secured or unsecured;joint or several or joint and several;evidenced by a negotiable or non-negotiable instrument or writing;originated by Lender or another or others;barred or unenforceable against Borrower for any reason whatsoever;for any transactions that may be voidable for any reason Isuch as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. If Lender presently holds one or more guaranties,or hereafter receives additional guaranties from Guarantor,Lender's rights under all guaranties shall be cumulative. This Guaranty shall not(unless specifically provided below to the contrary)affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A'CONTINUING GUARANTY' UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WiLL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender,or any notice to Guarantor or to Borrower,and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid end satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. if Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lander,by certified mail,at Lender's address listed above or such other place as Lender may designate In writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term 'new Indebtedness' does not include the Indebtedness which at the time of notice of revocation is contingent,unliquidated, undetermined or not due and which later becomes absolute,liquidated,determined or due. Fenthis purpose and without limitation, 'new Indebtedness' does not include all or part of the Indebtedness that is: incurred by Borrower prior to revocation;Incurred under a commitment that became binding before revocation;any renewals,extensions,substitutions,-and modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity,regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing;Guarantor's executor or adrnlydttfetor 9rgther legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it end with,-theseme--effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of guarantor un8erthis Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining G rarantdrs under-this ..- ..� Guaranty. it is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty,and Grammer specifically acknowledges and agrees that reductions in the amount of the Indebtedness,even to zero dollars($0.00),shed(trot constitute a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantor's heirs,successors and assigns so.lang is any of c�Y Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars($0.00). ADDITIONAL PROVISION.This Guaranty Secures the 131 three Promissory Notes dated December 10,2012 in the amounts of X4,850,000:00, $100,000.00 and $3,967,019.76 from Borrower to Lender,together with all renewals of, extensions of, modificatione.of,re(lnanolng'of, - consolidations of,and substitutions for the Promissory Note or Agreement. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender,either before or after any revocation hereof,without nefici or demand and without lessening Guarantor's Iiabiity under this Guaranty,from tine to time: (A) prior to revocation es set forth above,to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; IB) to alter,compromise,renew,extend,accelerate,or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of Interest on the Indebtedness;extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security(or the payment of this Guaranty or the Indebtedness,and exchange,enforce,waive,subordinate,fall or decide not to perfect,and release any such security,with or without the substitution of new collateral; (01 to release,substitute,agree not to sue,or deal with any one or more of Borrower's sureties, endorsers,or other guarantors on any terms or in any manner Lender may choose; (E) to determine how,when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security end direct the order or manner of sale thereof,including without limitation,any nonjudiclal sale permitted by the terms of the controlling security agreement or deed of trust,as Lender in its discretion may determine; (G) to sell,transfer,assign or grant participations in all or any part of the Indebtedness;and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; 181 this Guaranty Is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power,right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law,regulation,court decree or order applicable to Guarantor; 1E) Guarantor has not and will riot,without the prior written consent of Lender, sell,lease, assign, encumber, hypothecate, transfer,or otherwise dispose of all or substantially all of Guarantor's assets,or any Interest therein; IF) upon Lender's request,Guarantor will provide to Lender financial and credit Information In form acceptable to Lender,and all such financial information which currently has been,and all future financial Information which will be provided to Lender is and will be true and correct in ail materiel respects end fairly present Guarantor's financial condition as of the dates the financial information Is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation,claim,Investigation,administrative proceeding or similar action(including those for unpaid taxes)against Guarantor is pending or threatened; ill Lender has made no representation to Guarantor as to the creditworthiness of Borrower;and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis Information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts,events,or circumstances which might in any way effect Guarantor's risks under this Guaranty,and Guarantor further agrees that,absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender In the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available,but in no event later than one-hundred-twenty (120)days after the end of each fiscal year, • 1111 Exhibit W I l Fn �n�4 SFP n9 �'4fiM.InHNsnN„rl FRK-• • _ : • : COMMERCIAL GUARANTY — • Loan No: 6001358-9002 (Continued) Page 2 Guarantor's balance sheet and Income statement for the year ended,prepared by Guarantor. Tax Returns. As soon as available,but In no event later than one-hundred-twenty(120)days after the applicable filing date for the tax reporting period ended,Guarantor's Federal and other governmental tax returns,prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP.applied on a consistent basis,and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (Al to continue lending money or to extend other credit to Borrower; (B) to make any presentment,protest,demand,or notice of any kind,Including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral,or notice of any action or nonaction on the pert of Borrower, Lender,any surety,endorser,or other guarantor In connection with the Indebtedness or In connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person,Including Borrower or any other guarantor; ID) to proceed directly against or exhaust any collateral held by Lender from Borrower,any other guarantor,or any other person; (El to give notice of the terms,time,end place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power;or (G) to commit any act or omission of any kind,or at any time,with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or Impairment of collateral Including,but not limited to,any rights or defenses arising by reason of (Al any"one action'or'anti-deficiency' law or any ether law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor,before or after Lender's commencement or completion of arty foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement,including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting,qualifying,or discharging the Indebtedness; IC) any disability or other defense of Borrower,of any other guarantor,or of any other person,or by reason of the cessation of Borrower's liability from any cause whatsoever,other than payment in full In legal tender, of the Indebtedness; (DI any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; 1E1 any statute of[imitations,If at any time any action or suit brought by Lender against Guarantor Is commenced,there is outstanding Indebtedness which is not barred by any applicable statute of limitations;or iF) any defenses given to guarantors at law or In equity other than actual payment and performance of the Indebtedness. If payment Is made by Borrower, whether voluntarily or otherwise,or by any third party,on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee In bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors,the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at arty time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim,counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower,the Guarantor,or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that,under the circumstances,the waivers are reasonable and not contrary to public policy or law. If any such waiver Is determined to be contrary to any applicable law or public policy,such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking,savings,or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open In the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender,to the extent permitted by applicable law,to hold these funds If there is a default,end Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created,shell be superior to any claim that Guarantor may now have or hereafter acquire against Borrower,whether or riot Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower,upon any account whatsoever,to any claim that Lender may now or hereafter have against Borrower. In the event of Insolvency and consequent liquidation of the assets of Borrower, through bankruptcy,by an assignment for the benefit of creditors,by voluntary liquidation,or otherwise,the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shell be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee In bankruptcy of Borrower;provided however,that such assignment shall be effective only for the purpose of assuring to Lender full payment IB legal tender of the Indebtedness. If Lender so requests,any notes or credit agreements now or hereafter evidencing any debts or obligations RC Borrower to Guarantor shall be marked with a legend that the same are subject to that Guaranty end shall be delivered to Lender: Guarantor agrees,arid Lender is hereby authorized,in the name of Guarantor,from time to time to filo financing statements and continuation_stetements> and to execute documents and to take such other actions es Lender deems necessary or appropriate to perfect,preserve and ertfforc‘its riga Sag under this Guaranty. .1•111•01. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty,together with any Related Documents,constitutes the entire understanding end agreement ofthp parties as4 to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless glvenlie.W ljIg and signed by the party or parties sought to be charged or bound by the alteration or amendment. -. Fri Attorneys'Fess;Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses,including Lender's attorfreyS'teeij,. .�r.l end Lender's legal expenses,incurred In connection with the enforcement of this Guaranty. Lender may hie or pay someone else to help �. enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include-Lender's_ attorneys' fees and legal expenses whether or not there is a lawsuit, Including attorneys' fees and legal expenses for bankruptcy' proceedings(including efforts to modify or vacate any automatic stay or Injunction),appeals,and any anticipated post-judgment collectiol. services. Guarantor also shall pay all court coats end such additional fees as may be directed by the court. ;Dt Caption Headings. Caption headings In this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender end,to the extent not preempted by federal law,the laws of the State of Iowa without regard to Its conflicts of law provisions. Choice of Venue. If there is a lawsuit,Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Linn County, State of lows. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty;Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty;the Guaranty fully reflects Guarantor's intentions and parol evidence Is not required to interpret the terms of this Guaranty. Guarantor hereby Indemnifies and holds Lender harmless from all losses, claims,damages,and costs(including Lender's attorneys'fees)suffered or incurred by Lender as a result of any breach by Guarantor o1 the warranties,representations and agreements of this paragraph. Interpretation. In all cases where there is more then one Borrower or Guarantor,then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require;and where there Is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words 'Borrower" and "Guarantor' respectively shall mean all and any one or more of them. The words'Guarantor,''Borrower,"and'Lender"include the heirs,successors, assigns,and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced,that fact by itself will not mean that the root of this Guaranty wit not be valid or enforced. Therefore,a court will enforce the rest of the provisions of this Guaranty even If a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations,partnerships,limited liability companies,or similar entitles,it is not necessary for Lender to Inquire Into the powers of Borrower or Guarantor or of the officers,directors,partners,managers,or other agents acting or purporting to act an their behalf,and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed carder this Guaranty. Notices. Any notice required to be given under this Guaranty shall be given In writing,and,except for revocation notices by Guarantor, shall be effective when actually delivered,when actually received by telefacslmlls(unless otherwise required by law),when deposited with a nationally recognized overnight courier,or,If mailed,when deposited In the United States mail,as first class,certified or registered mall postage prepaid,directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be In writing end shall be effective upon delivery to Lender as provided In the section of this Guaranty entitled 'DURATION OF GUARANTY.' Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided or required by law,if there is more than one Guarantor,any notice given by Lender to any Guarantor Is deemed to be notice given to all Guarantors. E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT • COMMERCIAL GUARANTY Loan No:6001358-9002 (Continued) Page 3 • No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the pert of Lender in exercising any right shall operate as a waiver of such right or arty other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender,nor arty course of dealing between Lender end Guarantor,shall constitute a waiver of any of Lander's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and In all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. Subject to any limitations stated in this Guaranty on transfer of Guarantor's interest, this Guaranty shall be binding upon and inure to the benefit of the parties,their successors end assigns. Waive Jury. Lender and Guarantor hereby waive the right to any Jury trial In any action,proceeding,or counterclaim brought by either Lender or Guarantor against the other. THE FOLLOWING NOTICE IS REQUIRED BY ILLINOIS LAW: Unless Guarantor provides Lender with evidence of the insurance coverage required by Guarantor's agreement with Lender,Lander may purchase insurance at Guarantor's expense to protect Lender's interests in the collateral. This insurance may,but need not,protect Guarantor's interests. The coverage that Lender purchases may not pay any claim that Guarantor makes or any claim that Is made against Guarantor M connection with the collateral. Guarantor may later cancel any insurance purchased by Lender, but only after providing Lender with evidence that Guarantor has obtained Insurance as required by their agreement. If Lender purchases insurance for the collateral,Guarantor will be responsible for the costs of that Insurance.including interest and any other charges Lender may Impose In connection with the placement of the Insurance,until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be added to Guarantor's total outstanding balance or obligation. The costs of the insurance may be more then the cost of insurance Guarantor may be able to obtain on Guarantor's own. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used In this Guaranty. Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used In the singular shall include the plural,and the plural shall Include the singular,as the context may require. Words and terms not otherwise defined In this Guaranty shall have the meanings attributed to such terms In the Uniform Commercial Code: Borrower. The word"Borrower"means Dolphin International,LLC and Includes all co-signers end co-makers signing the Note and all their successors and assigns. - GAAP. The word'GAAP'means generally accepted accounting principles. Guarantor. The word"Guarantor'means everyone signing this Guaranty,including without limitation Rekhaben V.Bhett,and in each case. any signer's successors and assigns. Guaranty_ The word"Guaranty"means this guaranty from Guarantor to Lender. Indebtedness. The word"Indebtedness"means Borrower's indebtedness to Lender as more particularly described M this Guaranty. Lender. The word"Lender"means Bankers Trust Company,its successors and assigns. Note. The word "Note" means end includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender,together with ail renewals of,extensions of,modifications of,refinancings of,consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements,guaranties,security agreements,mortgages, deeds of trust,security deeds,collateral mortgages, and ell other instruments, agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION.EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED'DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE_ THIS GUARANTY IS DATED DECEMBER 10,2012. GUARANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS COMMERCIAL GUARANTY AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GUARANTOR: XRkhben .Ett INDIVIDUAL ACKNOWLEDGMENT STATE OF 1� � )SS COUNTY OF / itiziv�� _ On this ! — day of it r ,A.D., 20 /!J before me, a Notary Public In and for said County and State,personally appeared Rek •ben V. . ,to me known to be the person named in end who executed foregoing Instrument and acknowledged that he or she executed the same as his or her voluntary act and fid. fifate I ' Notary ' :J"tfr Et;' NA McLEES P trite of P i Gc raNaelon Number 144860 3.3.M.=no..""".•,w,r.su.,r nn.am_ w rv." •v.arc.vnvnx r.>,r• '�'�("�• 14 f" • ' n E-FILED 2014 SE SEIROMMEffefibiEUARVENTYDISTRICT COURT < �`"' �.._ ..'�.'. .... .;. .7.Prf. _ ...- r.., <;4; References hfi �R w"woa _ {1 a References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or i.l Any Item above containing has been omitted due to text length limitations. Borrower: Dolphin International,LLC Lender: Bankers Trust Company 738 N.Victoria Lane 221 3rd Avenue SE,Suite 150 Palatine,IL 60067 Ceder Rapids,IA 52401 (319)896-7782 Guarantor: Sudhirkumar Girishbhal Bhatt CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration,Guarantor absolutely and unconditionally guarantees full end punctual payment and satisfaction of the Indebtedness of Borrower to Lender,and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, ao Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the indebtedness,this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order,on demand,in legal tender of the United States of America,in same-day funds,without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability Is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word'Indebtedness"as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times,accrued unpaid interest thereon and all collection costa and legal expenses related thereto permitted by law,attorneys'fees, arising from any and all debts, liabilities and obligations of every nature or form,now existing or hereafter arising or acquired,that Borrower individually or collectively or Interchangeably with others,owes or will owe Lender.indebtedness'includes,without limitation,loans,advances, debts, overdraft indebtedness, credit card Indebtedness, lease obligations, liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements,other obligations, and liabilities of Borrower, and any present or future judgments against Borrower,future advances,loans or transactions that renew,extend,modify,refinance,consolidate or substitute these debts, liabilities and obligations whether: voluntarily or Involuntarily Incurred; due or to become due by their terms or acceleration;absolute or contingent;liquidated or unliquidated;determined or undetermined;direct or indirect;primary or secondary in nature or arising from a guaranty or surety; secured or unsecured;joint or several or joint and several: evidenced by a negotiable or non-negotiable instrument or writing;originated by Lender or another or others;barred or unenforceable against Borrower for any reason whatsoever;for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. If Lender presently holds one or more guaranties,or hereafter receives additional guaranties from Guarantor,Lender's rights under all guaranties shall be cumulative. This Guaranty shall not(unless specifically provided below to the contrary)affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY' UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender,or any notice to Guarantor or to Borrower,and will continue in full force until all the Indebtedness Incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender,by certified mail,at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term 'new Indebtedness' does not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, 'new Indebtedness' does not include ell or part of the Indebtedness that Is: incurred by Borrower prior to revocation;incurred under a commitment that became binding before revocation; any renewals,extensions,substitutions,and modifications of the Indebtedness. This Guaranty shall hind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity,regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing,Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It Is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty,end Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness,even to zero dollars(80.001,shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs,successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars($0.00). ADDITIONAL PROVISION.This Guaranty Secures the 13)three Promissory Notes dated December 10,2012 in the amounts of$4,850,000.00, 9100,000.00 and $3,967,019.76 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancing of, consolidations of,and substitutions for the Promissory Note or Agreement. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender,either before or after any revocation hereof,without qubce or demand and without lessening Guarantor's liability under this Guaranty,from time to time: IA) prior to revocation as set.tonh above,-tO-tnake one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or:Otherwise to—extend additional credit to Borrower; (B) to alter,compromise,renew,extend,accelerate,or otherwise change one or more times-the time for mens or other terms of the indebtedness or any part of the Indebtedness, Including Increases and decreases of the rate of--interest-oil the Indebtedness;extensions may be repeated and may be for longer than the original loan term; (C) to take and hold securityTor•the patlrttent of this Guaranty or the Indebtedness,and exchange,enforce,waive,subordinate,fail or decide not to perfect,and release any- jeh_security.with .« or without the substitution of new collateral; (D) to release,substitute,agree not to sue,or deal with any one or more of•Borrower's y u ties, Ij endorsers, or other guarantors on any terms or In any manner Lender may choose; (E) to determine how, when and-whet-'application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of salq'tlieieof,including ;• I� without limitation,any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust,as Lendefki'its dj,Netion - may determine; (0) to sell,transfer,assign or grant participations In all or any part of the indebtedness;and (H) to assign or tranefer this Guaranty in whole or In part. — - GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty;.IB) this Gusty Is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power,right and authority to enter Into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other Instrument binding upon Guarantor and do not result in a violation of any law,regulation,court decree or order applicable to Guarantor; (E) Guarantor has not end will not,without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's easels,or any interest therein; (F) upon Lender's request,Guarantor will provide to Lender financial and credit information in form acceptable to Lander,and all such financial information which currently has been,and all future financial Information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred In Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation,claim,investigation,administrative proceeding or similar action[including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to•Guarentor as to the creditworthiness of Borrower;and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts,events,or circumstances which might in any way affect Guarantor's risks under this Guaranty,and Guarantor further agrees that, absent a request for information,Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of Its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available,but in no event later than one-hundred-twenty 1120) days after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended,prepared by Guarantor. Exhibit X COMMERCIAL GUARANTY Loan No:6001358-9002 (Continued) Page 2 • a Tax Returns. As soon as available, but in no event later than one-hundred-twenty(120)days after the applicable filing date for the tax` reporting period ended,Guarantor's Federal and other governmental tax returns,prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP,applied on a consistent basis,and$ certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except es prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment,protest,demand,or notice of any kind, Including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral,or notice of any action or nonaction on the part of Borrower, Lender, any surety,endorser,or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person,including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower,any other guarantor,or any other person; 1E) to give notice of the terms,time,and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power;or (G) to commit any act or omission of any kind,or at any time,with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including,but not limited to,any rights or defenses arising by reason of (A) any"one action"or"anti-deficiency' law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation,any loss of rights Guarantor may suffer by reason of any law limiting,qualifying,or discharging the Indebtedness; (C) any disability or other defense of Borrower,of any other guarantor,or of any other person,or by reason of the cessation of Borrower's liability from any cause whatsoever,other than payment in full in legal tender, of the Indebtedness; 101 any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations,if at any time any action or suit brought by Lender against Guarantor Is commenced,there is outstanding Indebtedness which is not barred by any applicable statute of limitations;or (F) any defenses given to guarantors at law or in equity other then actual payment and performance of the Indebtedness. If payment Is made by Borrower, whether voluntarily or otherwise,or by any third party,on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. m Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any+ claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by them Borrower,the Guarantor,or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above isse made with Guarantor's full knowledge of its significance end consequences and that,under the circumstances,the waivers are reasonable ando not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy,such waiver shall be., effective only to the extent permitted by law or public policy. fA RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking,savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts° Guarantor may open In the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be° prohibited by law. Guarantor authorizes Lender,to the extent permitted by applicable law,to hold these funds if there is a default,and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created,shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower,whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever,to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower,= through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise,the assets of Borrower applicable toZ the payment of the claims of both Lender and Guarantor shall be paid to Lender and shell be first applied by Lender to the Indebtedness.O Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee inZ bankruptcy of Borrower;provided however,that such assignment shall be effective only for the purpose of assuring to Lender full payment In, legal tender of the Indebtedness. If Lender so requests,any notes or credit agreements now or hereafter evidencing any debts or obligations of() Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantorr agrees,and Lender is hereby authorized,in the name of Guarantor,from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect,preserve and enforce its rightsx under this Guaranty. 0 MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a pert of this Guaranty: TI v Amendments. This Guaranty,together with any Related Documents,constitutes the entire understanding and agreement of the parties as(n to the matters set forth In this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and-i signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys'Fees;Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses,including Lender's attorneys'fees-°-I and Lender's legal expenses,incurred In connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help° enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses Include Lender's° attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcyC proceedings(including efforts to modify or vacate any automatic stay or Injunction),appeals,and any anticipated postjudgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of the State of Iowa without regard to its conficts of law provisions. Choice of Venue. If there is a lawsuit,Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Linn County, State of Iowa. �? Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has hadrthe opportunity to be advised by Guarantor's attorney with respect to this Guaranty;the Guaranty fully reflects Guarantor's'Intentions arsd-parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harrrttess!from allMises, claims,damages,and costs(including Lender's attorneys'fees)suffered or incurred by Lender as a result of any breach by;Guerantdra"F the warranties,representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor,then all words used in this Guaranty',rrtfie'singulershell ram be deemed to have been used in the plural where the context and construction so require;and where there is more-.than-one Beethwer named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words 'Borrower".and "Guarantor" respectively shall mean all and any one or more of them. The words"Guarantor,'"Borrower,"and'Lender"include theYtPkrs suceee6ors, assigns,and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not-de etnforoedr that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the reel the .. provisions of this Guaranty even if a provision of this Guaranty may be found to be Invalid or unenforceable. If!any one or,more of Borrower or Guarantor are corporations,partnerships,limited liability companies,or similar entities,it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers,directors, partners,managers,or other agents acting or purporting tpt on their behalf,and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Any notice required to be given under this Guaranty shall be given in writing,and, except for revocation notices by Guarantor, shall be effective when actually delivered,when actually received by telefacsimile(unless otherwise required by law),when deposited with a nationally recognized overnight courier,or,If mailed,when deposited in the United States mail,as first class,certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shell be effective upon delivery to Lender as provided in the section of this Guaranty entitled"DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's address. For notice purposes,Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided or required by law,if there is more than one Guarantor,any notice given by Lender to any Guarantor Is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and COMMERCIAL GUARANTY Loan No:6001358-9002 (Continued) Page 3 signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender,nor any course of dealing between ' Lender and Guarantor,shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender Is required under this Guaranty,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and In all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assign. Subject to any limitations stated-in this Guaranty on transfer of Guarantor's Interest, this Guaranty shall be binding upon and inure to the benefit of the parties,their successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lender or Guarantor against the other. THE FOLLOWING NOTICE IS REQUIRED BY ILLINOIS LAW: Unless Guarantor provides Lender with evidence of the insurance coverage required by Guarantor's agreement with Lender, Lender may purchase insurance at Guarantor's expense to protect Lender's interests in the collateraL This insurance may,but need not,protect Guarantor's Interests. The coverage that Lender purchases may not pay any claim that Guarantor makes of any claim that U made against Guarantor In connection with the collateral. Guarantor may later cancel any insurance purchased by Lender, but only after providing Lender with evidence that Guarantor has obtained insurance as required by their agreement. If Lander purchases insurance for the collateral,Guarantor will be responsible for the costs of that insurance, Including Interest and any other chargee Lender may Impose in connection with the placement of the Insurance,untN the effective date of the cancellation or expiration of the Insurance. The costs of the insurance may be added to Guarantor's total outstanding balance or obligation. The costs of the insurance may be more than the cost of insurance Guarantor may be able to obtain on Guarantor's own. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise defined In this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word"Borrower"means Dolphin International,LLC and Includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word"GAAP"means generally accepted accounting principles. Guarantor. The word"Guarantor'means everyone signing this Guaranty,including without limitation Sudhirkumar Girishbhai Bhatt,and in In each case,any signer's successors and assigns. F Guaranty. The word"Guaranty"means this guaranty from Guarantor to Lender. m0 Indebtedness. The word"Indebtedness"means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word"Lender"means Bankers Trust Company,Its successors and assigns. Note. The word "Note' means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing A Borrower's loan obligations in favor of Lender,together with all renewals of,extensions of,modifications of,refinancings of,consolidations m of end substitutions for promissory notes or credit agreements. 'D Related Documents. The words 'Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental tp agreements,guaranties,security agreements, mortgages,deeds of trust, security deeds,collateral mortgages,and all other instruments, w agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS -u TERMS. IN ADDITION,EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH 1— IN THE SECTION TITLED"DURATION OF GUARANTY'. NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY 0 EFFECTIVE. THIS GUARANTY IS DATED DECEMBER 10,2012. GUARANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS COMMERCIAL GUARANTY AND ALL OTHER DOCUMENTS O RELATING TO THIS DEBT. Z GUARANTOR: C) I m x 7 Sudhirkumar Girishbhai Bhatt! OT INDIVIDUAL ACKNOWLEDGMENT STATE OF !SS O COUNTY OF_. 1 On this day of , A.D., 20 , before me, a Notary Public In end for said County and State,personally appeared Sudhirkumar Glrlshbhai Bhatt,to me known to be the person named in and who executed the foregoing Instrument and acknowledged that he or she executed the same as his or her voluntary act and deed. Notary Public in the State of b • 12,3.1 002 C.w.WNW.M.W s.M.a..Ire.,h..Zit M Ma . 31M1 1,1.20 .11 SCD J "z3 rid tern 0 m • SI' F-FILED 2014 SEP 09 3'46 PM JOHNSON-CLERK OF DISTRICT COURT ")MMERCIAL GUARANTY prCnipaf Lush Date Maturity'. '.-Loan No • CaNfGoi[ aialakEataiaaix ..„:.aaaaI afauoa: .taye. �"-- 'W_ ,.;.ow..i.. •_ - ileferences in the boxes above are for Lander's use only and do net limit the applicability of this document to any particular loan or he•. Any Item above containing has been omitted due to text length limitations. Borrower: Dolphin International.LLC • Lender: Bankers Trust Company 738 N.Victoria Lane 221 3rd Avenue SE,Suite 150 Palatine,IL 60087 Cedar Rapids,IA 52401 1319)896-7782 Guarantor: Varsha Sudlr Bhatt CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration,Guarantor absolutely and unconditionally guarantees full end punctual payment and satisfaction of the Indebtedness of Borrower to Lender,and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection.so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness,this Guaranty or any other guaranty of the Indebtedness. Guarantor will make arty payments to Lender or its order,on demand,in legal tender of the United States of America,in same-day funds,without eat-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited end Guarantor's obligations are continuing. INDEBTEDNESS. The word'Indebtedness"es used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times,accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law,attorneys'fees, arising from any and ell debts,liabilities and obligations of every nature or form,now existing or hereafter arising or acquired,that Borrower individually or collectively or interchangeably with others,owes or will owe Lender,indebtedness'includes,without limitation,loans,advances, debts, overdraft Indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any Interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements,other obligations,and liabilities of Borrower, and any present or future judgments against Borrower,future advances,loans or transactions that renew,extend,modify,refinance,consolidate or substitute these debts, liabilities and obligations whether voluntarily or involuntarily incurred; due or to become due by their terms or acceleration;absolute or contingent;liquidated or unliquidated;determined or undetermined;direct or indirect;primary or secondary in nature or arising from a guaranty or surety; secured or unsecured;joint or several or joint and several;evidenced by a negotiable or non-negotiable instrument or writing;originated by Lender or another or others;barred or unenforceable against Borrower for arty reason whatsoever;for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. If Lender presently holds one or more guaranties,or hereafter receives additional guaranties from Guarantor,Lender's rights under all guaranties shall be cumulative. This Guaranty shall not(unless specifically provided below to the contrary)affect or invalidate any such other guaranties. Guarantor's liability wal be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A'CONTINUING GUARANTY' UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take affect when received by Lender without the necessity of any acceptance by Lander,or any notice to Guarantor or to Borrower,end will continue In full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and ell of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty,Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender,by certified mail,at Lender's address listed above or such other place es Lender may designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness' does not Include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated,determined or due. For this purpose and without limitation, 'new Indebtedness' does not Include all or part of the Indebtedness that is: incurred by Borrower prior to revocation;Incurred under a commitment that became binding before revocation;any renewals,extensions,substitutions,and modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity,regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing,Guarantor's executor or admiNstretor or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it end with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur In the aggregate amount of the Indebtedness covered by this Guaranty,and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness,even to zero dollars(50.001,shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs,successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars(50.00). ADDITIONAL PROVISION.This Guaranty Secures the(31 three Promissory Notes dated December 10,2012 In the amounts of 64,850,000.00, 6100,000.00 end 83,967,019.76 from Borrower to Lender,together with all renewals of, extensions of, modifications of, refinanc'n£i of, consolidations of,and substitutions for the Promissory Note or Agreement. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender,either before or after any revocation hereof,without notes or , demand and without lessening Guarantor's liability under this Guaranty,from time to time: (A) prior to revocation as set-forth-above,to.make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to eintend " 9 additional credit to Borrower; (B) to alter,compromise,renew,extend,accelerate,or otherwise change one or more timesthe time for payment r_awei or other terms of the Indebtedness or any part of the Indebtedness, including incr rid decreases of the rate--of_Imerestatto the � Indebtedness;extensions may be repeated and may be for longer than the original loan term; (C) to take and hold secudty.bor the payrnytt of e]Y this Guaranty or the Indebtedness,end exchange,enforce,waive,subordinate,fail or decide not to perfect,and release any-sf.rcI.aecurity,with or without the substitution of new collateral; (D) to release,substitute,agree not to sue,or deal with any one or more of.Borrower's sureties, r"—= endorsers,or other guarantors on any terms or In any manner Lender may choose; (E) to determine how, when and what epplicefldn of u s payments and credits shall be made on the Indebtedness; (F) to apply such security end direct the order or manner of sale-thereof,indtiding without limitation,any nortjudiclal sale permitted by the terms of the controlling security agreement or deed of trust,as Lender in its discretion -a may determine; 16) to sell,transfer,assign or grant participations in all or any part of the Indebtedness;and (Hl to assign or transfer this Guaranty In whole or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (Al no representations or agreements of any kind have been made to Guarantor which would limit or qualify In any way the terms of this Guaranty; (6) this Guaranty is executed at Borrower's request and not at the request of Lender; ICI Guarantor has full power,right end authority to enter Into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other Instrument binding upon Guarantor end do not result in a violation of any law,regulation,court decree or order applicable to Guarantor; 1E) Guarantor has not and will not,without the prior written consent of Lender,sell, lease, assign, encumber,hypothecate, transfer,or otherwise dispose of as or substantially all of Guarantor's assets,or any interest therein; (F) upon Lender's request,Guarantor will provide to Lender financial and credit information in form acceptable to Lender,end all such financial information'whlch currently has been,and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition es of the dates the financial information is provided; (G) no material adverse change has occurred In Guarantor's financial condition since the date of the moat recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation,claim,investigation,administrative proceeding or similar action(including those for unpaid taxes)against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower;and W1 Guarantor has established adequate means of obtaining from Borrower on a continuing basis Information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts,events,or circumstances which might In any way affect Guarantor's risks under this Guaranty,and Guarantor further agrees that, absent a request for information,Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of Its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available,but in'no event later than one-hundred-twenty(1201 days after the end of each fiscal year, Guarantor's balance sheet and Income statement for the year ended,prepared by Guarantor. Exhibit Y ED E-FILED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT ( L 2014 NOV 17 PM i : 06 CITY CLERK IOWA CITY, IOWA 4PHLED 2014 SEP 09 3:46 PM JOHNSON-CLERK OF DISTRICT COURT COMMERCIAL GUARANTY Loan No:6001358-9002 (Continued) Page? Tax Realms. As soon as available, but in no event tater than one-hundred-twenty 11201 days after the applicable filing date for the tax reporting period ended,Guarantor's Federal and other governmental tax returns,prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared In accordance with GAAP,applied on a consistent basis,and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment,protest,demand,or notice of any kind,Including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral,or notice of any action or nonaction on the part of Borrower, Lender,any surety,endorser,or other guarantor in connection with the Indebtedness or In connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person,Including Borrower or any other guarantor; (DI to proceed directly against or exhaust any collateral held by Lender from Borrower,any other guarantor,or any other person; (E) to give notice of the terms,time,and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; In to pursue any other remedy within Lender's power or (GI to commit any act or omission of any kind,or at any time,with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including,but not limited to,any rights or defenses arising by reason of (A) any"one action'or'anti-deficiency" law or any-other law which may prevent Lender from bringing any action,including a claim for deficiency, against Guarantor,before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; iBI any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, Including without limitation,any loss of rights Guarantor may suffer by reason of any law limiting,qualifying,or discharging the Indebtedness; ICI any disability or other defense of Borrower,of any other guarantor,or of any other person,or by reason of the cessation of Borrower's liability from any cause whatsoever,other than payment In full in legal tender,of the Indebtedness; ID) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (El any statute of limitations,if et any time any action or suit brought by Lender against Guarantor Is commenced,there is outstanding Indebtedness which is not barred by any applicable statute of limitations;or IF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise,or by any third party,on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors,the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower,the Guarantor,or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that,under the circumstances,the waivers are reasonable and not contrary to public policy or law. If any such waiver Is determined to be contrary to any applicable law or public policy,such waiver shall be effective only to the extent pen-flitted by law or public policy, RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff In all Guarantor's accounts with Lender (whether checking,savings,or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However,this does not Include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender,to the extent permitted by applicable law,to hold these funds if there is a default,end Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created,shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower,whether or not Borrower becomes Insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower,upon any account whatsoever,to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy,by an assignment for the benefit of creditors,by voluntary liquidation,or otherwise,the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which It may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower;provided however,that such assignment shall be effective only for the purpose of assuring to Lender full payment In legal tender of the Indebtedness. If Lender so requests,any notes or credit agreement;now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees,and Lender Is hereby authorized,in the name of Guarantor,from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect,preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty,together with any Related Documents,constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys'Fees;Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses,including Lender's attorneys'fees and Lender's legal expenses,incurred In connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, end Guarantor shall pay the costs and expenses of audit enforcement. Costs and expenses Include Lender's attorneys' fees and legal expanses whether or not there is a lawsuit, Including attorneys' fees and legal expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction),appeals,and any anticipated post-judgment collection services. Guarantor also shell pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings In this Guaranty are for convenience purposes only and aro not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of the State of Iowa without regard to Its conflicts of law provisions. Choice of Venue. If there is a lawsuit,Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Unn County, State of Iowa. Integration. Guarantor further agrees that Guarantor has read end fully understands the terms of this Guaranty;Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to thio Guaranty;the Guaranty fully reflects Guarantor's intentions and parol evidence Is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lander harmless from all losses,. claims,damages,and costs(including Lender's attorneys'fees)suffered or Incurred by Lender as a result of any breach by Guarantor of the warranties,representations and agreements of this paragraph. interpretation. In all cases where there Is more than one Borrower or Guarantor,then all words used In this Guaranty in Mesingularshed be deemed to have been used in the poral where the context and construction so require;and where there Is more than one gorrowef named In this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower' end'nuarantor" respectively shall mean all and any one or more of them. The words'Guarantor,""Borrower,"and"Lender"include the heirs,successors; assigns,and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be erflbrced,that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore,a court will enforcil")e-rest of-the provisions of this Guaranty even If a provision of this Guaranty may be found to be Invalid or unenforceable. If any or)e`.of.mars of Borrower or Guarantor are corporations,partnerships,limited liability companies,or similar entities,it is not necessary for tender to inquiry into the powers of Borrower or Guarantor or of the officers,directors,partners,managers,or other agents acting or purporting to acton their behalf,and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty, Notices. Any notice required to be given under this Guaranty shall be given In writing,end,except for revocation notices'by Guarantot, shell be effective when actually delivered,when actually received by teiefecaimile(unless otherwise required by law),when deposited wit a nationally recognized overnight courier,or,If mailed,when deposited in the United States mail,as first class,certified or registered(nail postage prepaid,directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shell be in writing and shall be effective upon delivery to Lander as provided in the section of this Guaranty entitled 'DURATION OF GUARANTY: Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties,specifying that the purpose of the notice Is to change the party'a address. For notice purposes,Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided or required by law,If there Is more than one Guarantor,any notice given by Lender to any Guerentor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and E-FILED 2014 SEP 09 3-46 PM JOHNSON-CLERK OF DISTRICT COURT -'-COMMERCIAL GUARANTY • Loan No:6001358-9002 (Continued) Page 3 signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender,nor any course of dealing between Lender end Guarantor,shag constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender Is required under this Guaranty,the granting of such consent by Lender In any Instance shall not constitute continuing consent to subsequent Instances where such consent is required and In all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. Subject to any limitations stated-in this Guaranty on transfer of Guarantor's interest,this Guaranty shall be binding upon and inure to the benefit of the parties,their successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lender or Guarantor against the other. THE FOLLOWING NOTICE IS REQUIRED BY ILLINOIS LAW: Unless Guarantor provides Lender with evidence of the insurance coverage required by Guarantor's agreement with Lander,Lender may purchase insurance at Guarantor's expense to protect Lender's interests in the collateral. This insurance may,but need not,protect Guarantor's interests. The coverage that Lender purchases may not pay any claim that Guarantor makes or any claim that Is made against Guarantor in connection with the collateral. Guarantor may later cancel any insurance purchased by Lender, but only after providing Lender with evidence that Guarantor has obtained insurance as required by their agreement. If Lender purchases Insurance for the collateral,Guarantor will be responsible for the casts of that insurance.including interest and arty other charges Lender may Impose in connection with the placement of the insurance,until the effective date of the cancellation or expiration of the Insurance. The costs of the insurance may bo added to Guarantor's total outstanding balance or obligation. The costs of the insurance may be more than the cost of Insurance Guarantor may be able to obtain on Guarantor's own. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used In this Guaranty. Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words end terms used in the singular shell Include the plural,and the plural shell Include the singular,as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms In the Uniform Commercial Code: Borrower. The word'Borrower'means Dolphin International,LLC and includes ell co-signers end co-makers signing the Note and all their successors and assigns. GAAP. The ward"GAAP'means generally accepted accounting principles. Guarantor. The word "Guarantor' means everyone signing this Guaranty, including without limitation Varsha Sudhir Bhatt,and in each case,any signer's successors and assigns. Guaranty. The word'Guaranty"means this guaranty horn Guarantor to Lender. Indebtedness. The word'Indebtedness'means Borrower's Indebtedness to Lender as more particularly described in this Guaranty. Lender. The word'Lander'means Bankers Trust Company,Its successors and assigns. Note. The word'Note' means and Includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender,together with all renewals of,extensions of,modifications of,refinancings of,consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental agreements,guaranties,security agreements,mortgages,deeds of trust,security deeds,collateral mortgages,end all other instruments, agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION,EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED'DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED DECEMBER 10,2012. GUARANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS COMMERCIAL GUARANTY AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GUARANTOR: Vershe Sudhir Shan_ INDIVIDUAL ACKNOWLEDGMENT STATE OF 1 SS COUNTY OF_ I On this day of ,A.D., 20 , before me, a Notary Public in and for said County and State, personally appeared Varsha Sudhir Blratt.to me known to be the person named in and who executed the foregoing instrument and acknowledged that he or she executed the same as his or her voluntary act and deed. Notary Pubic In the State at c:_r MVP MI walir rr.,Pm.lett no.., a1"m,w..,.. ...cm na C-D ti J •C r i ' rri+�rt • Q - �— - 1;ltil E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT Exhibit Z >- 5 "fl :7-< - 0 0 E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT Allonge 1 C7 _ m .17-4 -44 .�..�.+� :<rr,, -o M 0 o E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT ALLONGE For valuable consideration,the receipt of which is hereby acknowledged,the undersigned,BANKERS TRUST COMPANY,a state bank incorporated under the Iowa Banking Act,hereby sells,transfers,endorses,assigns and delivers, WITHOUT RECOURSE,to 29114 STREET FINANCIAL ASSET OPPORTUNITIES FUND II, LP,a California limited partnership, all of its rights,title and interest in and to the attached Fixed Rate Promissory Note dated December 10,2012,in the face amount of$4,850,000.00 and all associated loan documents. The borrower of said promissory note is Dolphin International,LLC. Said Note is secured by a Mortgage("Security Instrument") on real property located 2401 Highway 6 East,Iowa City,Johnson County,Iowa. The undersigned transfers all rights accrued or to accrue under said Note end Security Instrument in which the undersigned is the Beneficiary and the borrower is the Trustor. Dated: February-23 ,2014 BANKERS TRUST COMPANY By: Patrick Deign President&CEO N C5.C.) p m - _ rFri �ri pg•�y� .› c -J {01639516.nocx; E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT Allonge 2 O v J E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT • ALLONGE For valuable consideration,the receipt of which is hereby acknowledged,the undersigned,BANKERS TRUST COMPANY,a state bank incorporated under the Iowa Banking Act,hereby sells,transfers,endorses,assigns and delivers,WITHOUT RECOURSE,to 29TH STREET FINANCIAL ASSET OPPORTUNITIES FUND II,LP,a California limited partnership,all of its rights,title and interest in and to the attached Fixed Rate Promissory Note dated December 10,2012,in the face amount of$100,000.00 and all associated loan documents. The borrower of said promissory note is Dolphin International,LLC. Said Note is secured by a Mortgage("Security Instrument") on real property located 2401 Highway 6 Bast,Iowa City,Johnson County,Iowa. The undersigned transfers all rights accrued or to accrue under said Note and Security Instrument in which the undersigned is the Beneficiary and the borrower is the Trustor. Dated: February 2 ,2014 BANKERS TRUST COMPANY By: P Patrick Dai sident&CEO O © ..+.5 . n -0 rn - - o {0163 9517.D0CX) E-FILED 2014 SEP 10 9:03 AM JOHNSON-CLERK OF DISTRICT COURT Allonge 3and Change in Terms C7CT CD w Q 1 174 n -o ill m � CD E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT ALLONGE For valuable consideration,the receipt of which is hereby acknowledged,the undersigned,BANKERS TRUST COMPANY,a state bank incorporated under the Iowa Banking Act,hereby sells,transfers,endorses,assigns and delivers,WITHOUT RECOURSE,to 29114 STREET FINANCIAL ASSET OPPORTUNITIES FUND II,LP,a California limited partnership, all of its rights,title and interest in and to the attached Fixed Rate Promissory Note dated December 10,2012,in the face amount of$3,967,019.76 and all associated loan documents. The borrower of said promissory note is Dolphin International,LLC. Said Note is secured by a Mortgage("Security Instrument") on real property located 2401 Highway 6 East,Iowa City,Johnson County,Iowa. The undersigned transfers all rights accrued or to accrue under said Note and Security Instrument in which the undersigned is the Beneficiary and the borrower is the'Prustor. Dated: February.2 ,2014 BANKERS TRUST COMPANY By:Qa� � Patrick Deign ,President&CEO N C.1 -4- E E m o -.J {01639248.DOCXl E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT CHANGE IN TERMS AGREEMENT ,l'it•v.:.... m� ..vJv:•.�iM\ + 'PJS•:..:-.... ::. ).mw 1C ANS:iQ:i6. (h v. ::h!w�r.,:n.. ,.:,axe,.• _ill0.. .,,„...0 :?::,• :afu sr.:v:n�: . �tiC oa � :._...5.� :.::,....,w.......�....�''�a.+.`a�.:.,::.:.nw:.�,..:`.^^�r.-av".„: : : :a�w.a::.,...�::r.;m,:,.:n:,. ..�. 2•w:;cv.wa«.�..,,....-� Stsia .b.'` �....:oaara,:: .... �.�,dv9 b'd tr b. -: �,,3.� References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan mitten”. Any Item above containing"•••” has been omitted due to text length limitations. .J Borrower: Dolphin International,LLC Lender: Bankers Trust Company 738 N.Victoria Lane 221 3rd Avenue SE,Suite 160 Palatine, IL 60067 Cedar Rapids,IA 52401 (3191 896-7777 Principal Amount: $3,967,019.76 Date of Agreement: January 7, 2014 DESCRIPTION OF EXISTING INDEBTEDNESS. A Promissory Note dated December 10, 2012 In the amount of $3,967,019.78 to mature on December 10, 2015 and a Change in Terms Agreement dated August 27, 2013 in the amount of $3,967,019.78 to mature on December 10, 2015. DESCRIPTION OF CHANGE IN TERMS. PAYMENTS: See payment section below for revised payment terms. PAYMENT. Borrower will pay this loan in accordance with the following payment schedule, which calculates Interest on the unpaid principal balances as described In the INTEREST CALCULATION METHOD"paragraph using the interest rates described in this paragraph: one Interest payment on February 28,2014, with interest calculated on the unpaid principal balances using an interest rate of 8.000%per annum based on a year of 360 days:2 annual consecutive interest payments,beginning June 30,2014.with interest calculated on the unpaid principal balances using an Interest rate of 8.000%per annum based on a year of 360 days;one interest payment on December 31,2014,with Interest calculated on the unpaid principal balances using an Interest rate of 8.000% per annum based on a year of 360 days: and ono principal and interest payment of $4,110,714.03 on December 10, 2015,with interest calculated on the unpaid principal balances using an Interest rate of 8.000% per annum based on a year of 360 days. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled;the actual final payment will be for all principal and accrued interest not yet paid,together with any other unpaid amounts on this loan. INTEREST CALCULATION METHOD, Interest on this loan is computed on a 3651360 basis;that is,by applying the ratio of the interest rate over a year of 360 days,multiplied by the outstanding principal balance,multiplied by the actual number of days the principal balance is outstanding. All interest payable under this loan is computed using this method. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligatlon(s), remain unchanged and In full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(sl as changed, nor obligate Lender to make any future change In terms. Nothing in this Agreement will constitute a satisfaction of the obiigation(si. It is the intention of Lender to retain as liable parties all makers and endorsors of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender In writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release,but also to all such subsequent actions. IMPORTANT:. READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT AGREEMENTS (EXCEPT EXEMPT TRANSACTIONS) NOW IN EFFECT BETWEEN BORROWER AND LENDER. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS CHANGE IN TERMS AGREEMENT AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. BORROWER: DOLPHIN INTERNATIONAL,LLC o Q By: .11 Vijay J. Bhatt, Member/ • ger of Dolphin International,LLC C)-"( — LENDER: C'7 M BANKE UST COMPANY . CD X V' !9 (UV Pierre I((isting,Vicei President 'mak,ee L..e.a,v.,.1321024 C.p.R.r..Fhotekl r.rm:,M,teen,2014. AS ny..R...,w. •it CICTitt3020Cx mane reaO • .._ E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT CHANGE IN TERMS AGREEMENT PrinGI(at Lo41?Da¢e M+turltY ' Lo r1No. tall 1 Col! A (+punt L1fi t initials II:I 67.1739.716....I, 110.47 00'13: 1:2•10:.:291.5.-. §00.130,8;;90Q, .:.., 3, IDQR f.;O8 J:.00R0 71.2.0.... D0 "r References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or iterr'. Any item above containing' ""' has been omitted due to text length limitations. A Borrower: Dolphin International, LLC Lender: Bankers Trust Company 738 N.Victoria Lane 221 3rd Avenue SE,Suite 150 Palatine, IL 60067 Cedar Rapids, IA 52401 (3191 896-7782 Principal Amount: $3,967,019.76 Date of Agreement: August 27, 2013 DESCRIPTION OF EXISTING INDEBTEDNESS. A Promissory Note dated December 10, 2012 in the amount of $3,967,019.76 to mature on December 10, 2015. DESCRIPTION OF CHANGE IN TERMS. INTEREST RATE: All references to a fixed rate of 6.00% is hereby amended to read 8.00%. PAYMENTS: See payment section below for revised payment terms. PAYMENT. Borrower will pay this loan in accordance with the following payment schedule, which calculates interest on tho unpaid principal balances as described in the "INTEREST CALCULATION METHOD" paragraph using the interest rates described in this paragraph: 2 annual consecutive interest payments, beginning December 31, 2013,with Interest calculated on the unpaid principal balances using an interest rate of 8.000% per annum based on a year of 360 days; 2 annual consecutive interest payments,beginning June 30, 2014,with Interest calculated on the unpaid principal balances using an Interest rate of 8.000%per annum based on a year of 360 days: and ono principal and Interest payment of$4.110,714.03 on December 10. 2015, with interest calculated on the unpaid principal balances using an interest rate of 8.000%per annum based on a year of 360 days. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled;the actual final payment will he for all principal and accrued interest not yet paid,together with any other unpaid amounts en this loan. INTEREST CALCULATION METHOD. Interest on this loan 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 principal balance,multiplied by the actual number of days the principal balance is outstanding. All interest payable under this loan is computed using this method. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, Including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties ell makers and endorsers of the original obligation(s}, including accommodation parties,unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue el this Agreement, If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement Is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any Initial extension, modification or release, but also to all such subsequent actions. IMPORTANT:. READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT AGREEMENTS (EXCEPT EXEMPT TRANSACTIONS) NOW IN EFFECT BETWEEN BORROWER AND LENDER. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS CHANGE IN TERMS AGREEMENT AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. BORROWER; Le CD DOLPHIN INTERNATIONAL,LLC _' -71 .�6 r - "` ,� - By: Vijay "ha, Member/Manager of Dolphin 'f �" w !r- Intern T i Intern innal, LLC `Irl i CU °, LENDER: " i— ,C'— 7. 0 BANKS S UST COMPANY ---I (,...,-1,-,,,,,i_li.. (c x ; u, w Pierre'Klsting,Vice President r • - LA11211 PFO lad ,....12.2.20:210 On..1.1.,1tid FM ,.S SU,,.....P. 1971.2013. AO 1119ht1 P.arv.l. -IA 0:i=11lt 11C2tC.1G In 33087 PA•33 E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT PROMISSORY NOTE • prl mpm 1 Lore nett a ,c x 3 'r.laoBit JVt ue autr�l2p tr 5t •"',,t s.iiat".St S3 967, 19 76, 7 -10$4 =.-.��4jae r�t►t 1 ss WAI.OV'O . a s ae s e .. ?.... ..." References In the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or I I'm. Any item above containing"•••"has been omitted due to text length limitations. Borrower: Dolphin international,LLC Lender: Bankers Trust Company 738 N.Victoria Lana 221 3rd Avenue SE.Suite 150 Palatine.IL 60067 Cedar Rapids,IA 52401 1319)896-7782 Principal Amount: $3,967,019.76 Date of Note: December 10,2012 PROMISE TO PAY. Dolphin International,LLC('Borrower')promises to pay to Bankers Trust Company("Lender"),or order,in lawful money of the United States of America, the principal amount of Three Million Nine Hundred Sixty-seven Thousand Nineteen & 76/100 Dollars (53,967,019.761,together with interest on the unpaid principal balance from December 10.2012,until paid In full. PAYMENT. Borrowor will pay this loon in accordance with the following payment schedule,which calculates interest on the unpaid principal balances as described In the"INTEREST CALCULATION METHOD' paragraph using the Interest rates described in this paragraph: 3 annual consecutive Interest payments,beginning June 30, 2013,with interest calculated on the unpaid principal balances using an interest rate of 6.000% per annum basad on a year of 360 days; 2 annual consecutive interest payments. beginning December 31,2013, with interest calculated on the unpaid principal balances using an interest rata of 6.000%per annum based on a year of 360 days;end one principal and interest payment of$4,074,790.46 on December 10,2015,with Interest calculated on the unpaid principal balances using an interest rate of 6.000%per aurum based en a year of 360 days. This estimated final payment is basad on the assumption that all payments will be made exactly as scheduled;the actual final payment will bo for ell principal and aoorued Internal not yet paid,together with any ether unpaid ernovms under this Note. Unless otherwise agreed or required by applicable law,payments will be applied first to any unpaid collection costs:then to any late charges;then to any accrued unpaid interest:and then to principal. Borrower will pay Lender at Lender's address shown above or en such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this Note Is computed on a 3651360 basis;that is,by applying the ratio of the'merest rata over a year of 360 days,multiplied by the outstanding principal balance,multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note Is computed using this method. PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it Is due. 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. Borrower agrees not to send Lender payments marked'paid in full", 'without recourse',or similar language. It Borrower sends such a payment,Lender may ocoept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning 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 marled or delivered to; Bankers Trust Company,221 3rd Avenue SE,Suite 160,Cedar Rapids,IA 52401. fT LATE CHARGE If a payment is 11 days or more late,Borrower will be charged 5.000%of the unpaid portion of the regularly scheduled - payment or$60.00.whichever Is greater. INTEREST AFTER DEFAULT. Upon default,including failure to pay upon final maturity, the Interest rate on this Note shall be Increased to P"""<7 • L 21.000%per annum based on a year of 360 days. However,in no event will the Interest rate exceed the mex)mum Interest rata limitations V...d (^4 under applicable law. LiJ DEFAULT. Each of the following shall constitute an event of default("Event of Default"1 under this Note: :>-' Payment Default. Borrower falls to make any payment when due under this Note. r - _� Other Defaults. ra Borrower fails to comply with or to perform any other ter ,abltgation,covenant or condition contained M this Note or in }�V any of the related documents or to comply with or to perform arty term,obligation,covenant or condition contained in any other agreement eaeeww ,. between Lender and Borrower. C) 1u: False Statements. Any warranty,representation ar statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any materiel respect,either now or at the time made or furnished or becomes lelse of misleading et any tine thereafter. Death or Insolvency. The dissolution of Borrower'regardless of whether election to continue is made),any member withdraws from lV Borrower,or any other termination of Borrower's existence as a going business or the death of any member,the Insolvency of Borrower, the appointment of a receiver for any part of Borrower's property,eny assignment for the benefit of creditors,any type of creditor workout, or the commencement of any proceeding under eny.bankruptcy or Insolvency laws by or against Borrower, Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,whether by Judicial proceeding, self-help, repossession or any other method,by any creditor of Borrower or by any governmental agency against any collateral securing the loan. Title Includes a garnishment of any of Borrower's accounts,Including deposit accounts,with Lender. However,this Event of Default shall not apply H there Is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the beela of the creditor or forfeiture proceeding end If Borrower gives Lender written notice at the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding,In en amount determined by Lender,In its sole discretion,as being en adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,endorser,surety,or accommodation party of any of the indebtedness or any guarantor,endorser, surety, or accommodation party diee or becomes Incompetent,or revokes or disputes the validity of,or liability under,any guaranty of the Indebtedness evidenced by this Note. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender In good faith believes Itself Insecure. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid Interest Immediately due,and then Borrower will pay that amount. ATTORNEYS'FEES;EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes,subject to any limits under applicable law,Lender's attorneys'fees end Lender's legal expenses,whether or not there is a lawsuit,including without limitation all attorneys'tees end legal expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or Inlunctionl,end appeals. If not prohibited by applicable law,Borrower also will pay any court costs,In addition to ell other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any Jury trial in any action,proceeding,or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of the State of Iowa without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Iowa. CHOICE OF VENUE. If there is a lawsuit,Borrower agrees upon Lender's request to submit to the jurisdiction of the courts o1 Linn County, State of Iowa. RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff In all Borrower's accounts with Lander(whether checking,savings,or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open In the future. However,this does not Include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the debt against any and all such accounts,and,at Lender's option,to administratively freeze ell such accounts to allow Lender to protect Lender's charge end setoff rights provided in this paragraph. COLLATERAL. Borrower'acknowledges this Note is secured by four(41 Mortgages on real property located at 2401 Highway 6 East,Iowa City, Iowa dated February 6,2009(Book 4392 Page 337-3481,September 4,2008(Book 4348 Page 462-4731,June 6,2008(Book 4.309 Page 412-4221, and January 23,2008 (Book 4257 Page 780.790), as modified on September 28, 2011 (Book 4810 Page 794-798);three (31 Assignment of Bente on reel property located at 2401 Highway 6 East.lows City,Iowa dated September 4,2008(Book 4348 Page 474-480), June 6,2008(Book 4309 Page 423-4291 end January 23,2008(Book 4267 Page 791-7971;a Commercial Security Agreement for Purchase Money Security Interest for All Business Assets dated January 23, 2008; a Commercial Security Agreement for Assignment of all Rents, Ylel E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT ill l PROMISSORY NOTE Loan No:6001358-9003 (Continued) Page 2 Accounts and General intangibles dated September 4,2006 and a Commercial Security Agreement for Ail Business Assets dated December 10, 2012. PURPOSE OF LOAN. The specific purpose of this loan Is: Refinance portion of Note#6001358-9002. GUARANTY PROVISION.This credit Is guaranteed by 4(four)guaranties dated December 10, 2012 and executed by Rekheben V. Bhatt, Sudhirkeumer Girishbel Bhett.Versha Sudhir Bhatt end Vijay Bhatt. LOAN AGREEMENT PROVISION.This credit Is subject to the terms and conditions of a Business Loan Agreement dated December 10,2012. ADDITIONAL TERMS,Borrower acknowledges that this loan Is Brass defaulted and Dross collateralized with all other debt to Lender. PRIOR NOTE. A Promissory Note dated April 15,2012 In the amount of 68,938,211.20 to mature on October 15,2012 end a Change In Terms Agreement dated October 11,2012 in the amount of 68,637,496.45 to mature on December 31,2012. SUCCESSOR INTERESTS. The terms of this Note shell be binding upon Borrower, and upon Borrower's hairs, personal representatives, successors and assigns,end shall inure to the benefit of Lender end Its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate information about Borrower's account(s) to a consumer reporting agency. Borrower's written notice describing the specific Inaccurecylies)should be sent to Lender at the following address: Bankers Trust Company 221 3rd Avenue SE,Suite 160 Cedar Rapids,IA 62401. GENERAL PROVISIONS. If any pert of this Note cannot be enforced,this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of ria rights or remedies under this Note without losing them. Borrower and any other person who signs,guarantees or endorses this Note,to the extent allowed by law,waive presentment,demand for payment,end notice of dishonor. Upon any change In the terms of this Note,and unless otherwise expressly stated In writing,no party who signs this Note,whether as maker,guarantor,accommodation maker or endorser,shall be released from liability. All such parties agree that Lender may renew or extend(repeatedly and for any length of time)this ban or release any party or guarantor or collateral;or Impair,fall to realize upon or perfect Lender's security Interest in the collateral;and take any other action deemed necessary by Lander without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note ere Joint end several. PRIOR TO SIGNING THIS NOTE.BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE AND AU.OTHER DOCUMENTS RELATING TO THIS DEBT. BORROWER: DOLPHIN INTERNATIONAL,LLC CL BY: �-• Vijay t t,` Member/Manager of Dolphin Into tonal,LLC r >—v = V..,� roa 1.••••••• ., eWifla:,. .,w.,v,,an, rw....,,s ,to»a..r ,.„r5..>o r e� .... _FR � p cur E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT Assignment of Loan Documents w >"" E-FILED 2014 SEP 10.9:03 AM JOHNSON - CLERK OF DISTRICT COURT BILL OF SALE AND ASSIGNMENT OF LOAN DOCUMENTS For value received,BANKERS TRUST COMPANY("Assignor")hereby grants,assigns, sets over and transfers to 29TH STREET FINANCIAL ASSET OPPORTUNITIES FUND II,LP ("Assignee"),whose address is 15635 Alton Parkway,Suite 220,Irvine,CA 92618,all of Assignor's right,title and interest in and to those certain Loan Documents listed in Schedule A attached hereto. This conveyance is made without recourse,warranty or representation, except as made in the Note Purchase and Sale Agreement between Assignor and Assignee dated as of January 13, 2014. IN WITNESS WHEREOF,the undersigned has executed this Bill of Sale and Assignment of Loan Documents as of February 23 ,2014, BANKERS TRUST COMPANY By. 201-.u_k: . -_ Patrick Dei :M President&CEO STATE OF IOWA ) )ss COUNTY OF LINN ) I,the undersigned,a Notary Public in and for the State and County aforesaid,do hereby certify that Patrick Deignan,President and CEO of Bankers Trust Company,whose name is signed to the foregoing Bill of Sale and Assignment of Loan Documents,appeared before me this 27 =day of February,2014,and acknowledged that the foregoing is the true act and deed on e�Ci!� behalf of the Bank. 6 + ty t .ZL VL/4 6 {'vG" LZ. Notary Public My Commission expires: 1 a-au r Le (Notarial Seal) OA( BARB A.MORRIS Kid Commission Number 765945 Commission Ex ires ,owe r -ao as l er (01639266.DOCX) E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT SCHEDULE A 1) Business Loan Agreement dated December 10,2012,evidencing a loan in the principal amount of$4,850,000,to Dolphin International,LLC,as Borrower,in favor of Bankers Trust Company—Loan No.6001358-9002 2) Promissory Note in the original principal amount of$4,850,000,dated December 10, 2012,from Dolphin International,LLC,as Borrower,in favor of Bankers Trust Company—Loan No. 6001358-9002 and Notice of Final Agreement 3) Commercial Security Agreement securing a loan in the amount$4,850,000 from Dolphin International, LLC,as Grantor,in favor of Bankers Trust Company,as Lender,dated December 10,2012 4) Promissory Note in the original principal amount of$3,967,019.76,dated December 10, 2012,from Dolphin International, LLC,as Borrower,to Bankers Trust Company,as Lender--Loan No.6001358-9003 and two Change In Terms dated 8/27/13 and 1/7/14 5) Promissory Note in the original principal amount of$100,000.00,dated December 10, 2012,from Dolphin International,LLC,as Borrower,in favor of Bankers Trust Company, as Lender--Loan No.6001358-0201 and two Change In Terms dated 6119/13 and 1/7/14 6) Commercial Guaranty from Sudhirkumar Girishbhai Bhatt securing the debt of Dolphin International,LLC to Bankers Trust Company 7) m Commercial Guaranty dated December 12,2012,from Varsha Sudhir Bhatt securing the e.) debt of Dolphin International,LLC to Bankers Trust Company 0 8) Mortgage dated January 23,2008,executed by Dolphin International,LLC,as Grantor,in f cL favor of Bankers Trust Company,recorded in the Johnson County, Iowa records in r— Book 4257, at Pages 780—790 1.1.. 9) Mortgage dated June 6,2008,executed by Dolphin International,LLC,as Grantor,in favor of Bankers Trust Company,securing credit in the amount of$250,000,recorded in the Johnson County,Iowa records in Book 4309, at Pages 412—422 10) Construction Mortgage dated September 4,2008,from Dolphin International,LLC,as Grantor,in favor of Bankers Trust Company securing credit in the amount of$1,480,000, recorded in the Johnson County,Iowa records in Book 4348,Pages 462--473 11) Mortgage dated February 6,2009,from Dolphin International, LLC,as Grantor,in favor • of Bankers Trust Company securing credit in the amount of$3,944,000,recorded in the Johnson County,Iowa records in Book 4392,Pages 337—348 {01639266.DOCX) E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT 12) Modification of Mortgage dated September 28,2011 between Dolphin International,LLC and Bankers Trust Company,recorded in the Johnson County, Iowa records in Book 4810,Pages 794—796--modifies#8 above 13) Modification of Mortgage dated September 28,2011 between Dolphin International,LLC and Bankers Trust Company,recorded in the Johnson County,Iowa,property records in Book 4810,Pages 796—799—modifies#11 above 14) Commercial Guaranty from Vijay J.Bhatt, in favor of Bankers Trust Company,dated December 12,2012 15) Commercial Guaranty from Rekhaben V.Bhatt,in favor of Bankers Trust Company, dated December 12,2012 16) Assignment of Rents dated 1/23/08 between Dolphin International,LLC and Bankers Trust Company,recorded in Johnson County,Iowa records in Book 4257,Pages 794-796 17) Assignment of Rents dated 1/6/08 between Dolphin International,LLC and Bankers Trust Company,recorded in Johnson County,Iowa records in Book 4309,Pages 423-429 18) Assignment of Rents dated 9/4/08 between Dolphin International,LLC and Bankers Trust Company,recorded in Johnson County, Iowa records in Book 4348,Pages 474-480 19) Commercial Security Agreement securing a loan in the original amount of$1,480,000 (subsequently refinanced into one of the 3 notes above)from Dolphin International,LLC, as Grantor,in favor of Bankers Trust Company,as Lender,dated 9/4/08 20) Commercial Security Agreement securing a loan in the original amount of S7,300,000 (subsequently refinanced into one of the 3 notes above) from Dolphin International,LLC, as Grantor,in favor of Bankers Trust Company,as Lender,dated 1/23/08 a' C z* Jr y r I ... 9 . . C-) CJ N (01639266.DOCX) E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT Assignment of Mortgages Cr)Crt 1-"1� �.. - }-U IL. E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT — e-+�.fi CJ _ -� Ga c=) Prepared ared By/Retama to: Bradley G.Hart,Bradley&Riley PC,2007 First Avenue SE,PO Box 20804,Cedar Rrpid3,IA 52406-2804 ASSIGNMENT OF MORTGAGES FOR VALUE RECEIVED,the sufficiency of which is duly acknowledged,and pursuant to that certain Note Purchase and Sale Agreement by and between BANKERS TRUST COMPANY("Assignor")and 29TH STREET FINANCIAL ASSET OPPORTUNITIES FUND II, LP("Assignee")dated as of January 13,2014,Assignor assigns,transfers and conveys to Assignee all of Assignor's right,title and interest in,to and under the Mortgages and Assignments of Rent executed by DOLPHIN INTERNATIONAL,LLC,in favor of Assignor described on Exhibit A attached hereto,together with all promissory notes and other debts described or referred to therein or otherwise secured thereby,and any and all modifications, amendments,renewals and extensions thereof. This Assignment of Mortgages is made without recourse,representation or warranty, express,implied or by operation of law,of any kind or nature whatsoever,except as made in the Note Purchase and Sale Agreement described above. BANKERS TRUST COMPANY By: U �- February 2 ,2104 Patrick Deman,President&CEO STATE OF IOWA ) ) ss: COUNTY OF L1NN ) This instrument was acknowledged before on this 7 day of February 2014,by Patrick Deignan,President and CEO of Bankers Trust Company a/6- a. ht,o--ut : (seal) (printed name) if) OW61(1(12, tiF s BARBA.MORRIS Notary Public in and for the State of Iowa 4A Commission Number 765945 2 My Commission expires �d.- �0-c��A 4° . My C mmission Expires alit,. O t01639270.DOCX} • • I E E-FILED 2014 SEP 10 9:03 AM JOHNSON-CLERK OF DISTRICT COURT c w r• C. E.XHIBI T A LI 'EliV 1)a Mortgage dated January 23,2008,executed by Dolphin International,LLC,as Grantor,in favor of Bankers`Frust Company,recorded in the Johnson County, Iowa records in Book 4257, at Pages 780—790 2) Mortgage dated June 6,2008, executed by Dolphin International,LLC,as Grantor,in favor of Bankers Trust Company,securing credit in the amount of$250,000,recorded in the Johnson County,Iowa records in Book 4309,at Pages 412--422 3) Construction Mortgage dated September 4,2008, from Dolphin International,LLC,as Grantor,in favor of Bankers Trust Company securing credit in the amount of$1,480,000, recorded in the Johnson County,Iowa records in Book 4348,Pages 462—473 4) Mortgage dated February 6,2009,from Dolphin International,LLC,as Grantor,in favor of Bankers Trust Company securing credit in the amount of$3,944,000,recorded in the Johnson County,Iowa records in Book 4392,Pages 337—348 5) Modification of Mortgage dated September 28,2011 between Dolphin International,LLC and Bankers Trust Company,recorded in the Johnson County,Iowa records in Book 4810,Pages 794—796—modifies#1 above 6) Modification of Mortgage dated September 28,2011 between Dolphin International,LLC and Bankers Trust Company,recorded in the Johnson County,Iowa,property records in Book 4810,Pages 796--799—modifies#4 above 7) Assignment of Rents dated 1/23/08 between Dolphin International,LLC and Bankers Trust Company,recorded in Johnson County,Iowa records in Book 4257,Pages 794-796 8) Assignment of Rents dated 1/6/08 between Dolphin International,LLC and Bankers Trust Company,recorded in Johnson County,Iowa records in Book 4309,Pages 423-429 9) Assignment of Rents dated 9/4/08 between Dolphin International,LLC and Bankers Trust Company,recorded in Johnson County,Iowa records in Book 4348,Pages 474-480 (01639270.DOCX) E-FILED 2014 SEP 10 9:03 AM JOHNSON-CLERK OF DISTRICT COURT 11111111111111111111111111111111111 Doo Io: 922311660009 Tvoei GEN Reoordad T�%90/72C01f1atToi o1:44 Fee Amt: 517,00 Page 1 of 9 Johnson County Iowa CD Cal Kim Painter County Recorder BK4810 Pa794-796 W a_ Lai ›- C:) —C7 FOR RECORDER'S USE ONLY N Prepared By: Michelle A.Johnson,Loan Documentation Specialist,Bankers Trust Company,221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401,(319)896-7782 ADDRESS TAX STATEMENT: Dolphin International,LLC;738 N.Victoria Lane;Palatine,IL 60067 RECORDATION REQUESTED BY: Bankers Trust Company,221 3rd Avenue SE,Suite 160,Cedar Rapids,IA 52401 WHEN RECORDED MAIL TO: Bankers Trust Company,221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401 MODIFICATION OF MORTGAGE The names of all Grantors (sometimes "Grantor") can be found on page 1 of this Modification. The names of ell Grantees(sometimes"Lender")can be found on page 1 of this Modification. The property address can be found on page 1 of this Modification. The legal description can be found on page 1 of this Modification. The related document or instrument number can be found on page 1 of this Modification. THIS MODIFICATION OF MORTGAGE dated September 28, 2011, is made and executed between Dolphin International, LLC, whose address is 738 N. Victoria Lane, Palatine, IL 60067 (referred to below as "Grantor") and Bankers Trust Company, whose address Is 221 3rd Avenue SE, Suite 160, Cedar Rapids,IA 52401 (referred to below as"Lender"). MORTGAGE. Lender and Grantor have entered into a Mortgage dated January 23, 2008 (the "Mortgage")which has been recorded in Johnson County,State of Iowa,as follows: Recording Date 01-28-2008,Johnson County Recorder,Book 4267,Page 780-790. REAL PROPERTY DESCRIPTION. The Mortgage covers the following described real property located In Johnson County,State of Iowa: A PORTION OF THE EAST HALF OF SECTION 23, AND A PORTION OF THE WEST HALF OF SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23,TOWNSHIP 79 NORTH,RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE S89°37'07"W, 1318.71 FEET; THENCE N0O°02'09"E, 2649.23 FEET; THENCE N88°59'27"E, 619.72 FEET;THENCE SOO°01'10"E,21.04 FEET;THENCE S51°18'30"E, 182.73 FEET;THENCE S38040'30"W, 125,00 FEET; THENCE S61°18'40"E, 300.14 FEET; THENCE N38°39'20"E, 125.00 FEET; THENCE S51°15'00"E, 195.00 FEET; THENCE N38°35'50"E, 320.00 FEET; THENCE N51°17'38"W, 194.98 FEET; THENCE N38°42'53"E, 194.53 FEET TO THE POINT OF BEGINNING;THENCE N38°43'46"E,550.11 FEET;THENCE N06°46'06"W, 84.92 FEET;THENCE N38°28'45"E, 150.02 FEET; THENCE $51°22'51"E, 1044.09 FEET; THENCE S38°35'68"W, 682.93 FEET; THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'50"W; THENCE N89°5818"W, 41.71 FEET; THENCE N00°04'5t"E, 101,71 FEET; THENCE N51°21'69"W, 825.76 FEET TO SAID POINT OF BEGINNING, CONTAINING 17.54 ACRES The Real Property or its address is commonly known as 2401 Highway 6 East,Iowa City,IA 52240. MODIFICATION.Lender and Grantor hereby modify the Mortgage as follows: • IUI IG' E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT • MODIFICATION OF MORTGAGE Loan No:6001358-0201 (Continued) Page 2 PRINCIPAL INCREASE: THIS MORTGAGE NOW SECURES CREDIT IN THE AMOUNT OF $9,120,923.87. CONTINUING VALIDITY. Except as expressly modified above, the terms of the original Mortgage shall remain unchanged and in full force and effect and are legally valid, binding, and enforceable in accordance with their respective terms. Consent by Lender to this Modification does not waive Lender's right to require strict performance of the Mortgage as changed above nor obligate Londor to make any future modifications. Nothing In this Modification shall constitute a satisfaction of the promissory note or other credit agreement secured by the Mortgage (the "Note"). It Is the intention of Lender to retain as liable all parties to the Mortgage and all parties, makers and endorsers to the Note, including accommodation parties,unless a party is expressly released by Lender In writing. Any maker or endorser, including accommodation makers, shall not be released by virtue of this Modification. It any person who signed the original Mortgage does not sign this Modification, then all persons signing below acknowledge that this Modification Is given conditionally, based on the representation to Lender that the non-signing person consents to the changes and provisions of this Modification or otherwise will not be released by it. This waiver applies not only to any initial extension or modification, but also Ql to all such subsequent actions. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MODIFICATION OF MORTGAGE AND GRANTOR AGREES TO ITS TERMS. THIS MODIFICATION OF MORTGAGE IS DATED SEPTEMBER 28,2011. —1> GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS MODIFICATION OF J MORTGAGE AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. r— V GRANTOR: w f�< DOLPHIN INTERNATIONAL, LLC c"J N Vijay hatt, Member/Manager of Dolphin International, LLC LENDER: BANKE S RUST COMPANY X )�L� �v r v h n Authokized Signer U 1111' E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT MODIFICATION OF MORTGAGE • • Lean No:6001358-0201 (Continued) Page 3 LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF i-tr--6 ) SS COUNTY OF Qd� r ) On this AO1L day of Qkifix r/,r,(� A.D., 20 0/ , before me, the undersigned Notary P blic in said County nd Stale, isersonally appeared Vijay J. Bhatt, Member/Manager of Dolphin International,LLC,to me personally known,who being by me duly sworn, did say that he or she Is a member or designated agent of said limited liability company, and that the instrument was signed and sealed on behalf of the limited liability company by authority of the limited liability company and the member or designated agent acknowledged the execution of the Instrument to be the voluntary act and deed of the limited liability company by it and by the member or designated agent voluntarily executed. r- ?? L// r 'i ,t, 4 EDWINA MCLEES Notary Public Qt the State of Cana s�o,-Number t ' '�MY COMMISSION EX Notary LT' . . . .l.ir 'rtr LENDER ACKNOWLEDGMENT r—' STATE OF -1.1--04— I 1 SS Li- O 1--)".; COUNTY OF T?.t1-) 1 C-4 N On this 2f7:7111 761 day of , A.D., 20 1/ , before me, the undersigned Notary Public in said County an State, sonally appeared il,'�Li>70 `'' and known to me to be the 1/,P, _ .A I') ,d--, authorized ages for Bankers Trust Company that executed the within end fore oing instrument and acknowledged said instrument to be the free and voluntary act and deed of Bankers Trust Company,duly authorized by Bankers Trust Company through its board of directors or otherwise,for the uses and purposes therein mentioned,and on oath stated that he or she Is authorized to execute this said instrument and in fact executed this said Instrument on behalf' of Bankers Trust Corrlpany By 4() .Lccu-„c..0 )- 1 Residing at J -b,„ 6.—Pet— Notary Public in and for the State of My commission expires /O—/ —De 114 +. EDWINA McLEES L Cemksbn Neater 144880 MV mCOMMISSION EXP F LASER PRO Lending, Ver. 5.57.10.001 Copr. Harland Financial Solutions, Inc. 1997, 2011. All Rights Reserved. -IA C:1CFI\LPl_1G201.FC TR-28610 PR-30 E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT l aok-kt • • IVI�M��!II�IIIYI�YIB�IV�!111�iA� !UI Doo ID: 022911670003 Type: GEN Kind: MORTGAGE MODIFICATION Recorded: 09/90/2011 at 01:02:09 PM Fee Amt: $17.00 Paola 1 of 3 Johnson County Iova Kim Painter County Recorder BK4810 P0797-799 • FOR RECORDER'S USE ONLY Prepared By: Michelle A.Johnson,Loan Documentation Specialist,Bankers Trust Company, 221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 62401.(319)896-7782 RECORDATION REQUESTED BY; Bankers Trust Company,221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401 WHEN RECORDED MAIL TO: Bankers Trust Company, 221 3rd Avenue SE,Suite 150, Cedar Rapids,IA 52401 MODIFICATION OF MORTGAGE Tne names of a9 Grantors (sometimes "Grantor") can be found on page 1 of this Modification. The CS) names of all Grantees(sometimes"Lender')can be found on page 1 of this Modification. The property Q address can be found on page 1 of this Modification. The legal description can be found on page 1 of this Modification. The related document or instrument number can be found on page 1 of this .? •. Modification. wTHIS MODIFICATION OF MORTGAGE dated September 28, 2011, is made and executed between o i �— _J)— Dolphin International, LLC, whose address is 738 N. Victoria Lane, Palatine, IL 60067 (referred to �•�•f below as "Grantor"l and Barkers Trust Company, whose address Is 221 3rd Avenue SE, Suite 150, r` Cedar Rapids,IA 52401 (referred to below as'•Lender"I. .,�M } }�.., MORTGAGE. Lender and Grantor have entered into a Mortgage dated February 6, 2009 (the < "Mortgage")which has been recorded in Johnson County,State of Iowa,as follows: Recording Date February 11,2009,Johnson County Recorder,Book 4392,Page 337-348. Ca REAL PROPERTY DESCRIPTION. The Mortgage covers the following described real property located in Johnson County,State of lows: SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23,TOWNSHIP 79 NORTH,RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE •S89°37'07'W, 1318.71 FEET; THENCE N00°02'09"E, 2649.23 FEET; THENCE N88°59'27'5, 519.72 FEET;THENCE S00°01'10"E,21.04 FEET;THENCE S51°18'30"E, 182.73 FEET;THENCE S38°40'30"W, 126.00 FEET; THENCE 851°18'40"E, 300.14 FEET; THENCE N38°39'20'E, 125.00 FEET; THENCE S51°15'00"E, 195.00 FEET; THENCE N38°35'50"E, 320.00 FEET; THENCE N51°17'38"W, 194.96 FEET; THENCE N38°42'53"E, 1.94.53 FEET TO THE POINT OF BEGINNING;THENCE N38°43'46"E,550.11 FEET;THENCE N06°46'05"W,84.92 FEET;THENCE N38°29'45"E, 150.02 FEET; THENCE S51°22'51"E, 1044.09 FEET; THENCE S38035'58"W, 682.93 FEET;THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'50"W; THENCE N89°58'18"W, 41.71 FEET; THENCE NOO°04'51"E, 101.71 FEET; THENCE N51°21'E9'W, 825.76 FEET TO SAID POINT OF BEGINNING, CONTAINING 17.54 ACRES The Real Property or its address is commonly known as 2401 Highway 6 East,Iowa City,IA 52240. • MODIFICATION.Lender and Grantor hereby modify the Mortgage as follows: LEGAL DESCRIPTION: . • A PORTION OF THE EAST I'IALF OF SECTION 23, AND A PORTION OF THE WEST HALF OF E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT MODIFICATION OF MORTGAGE Loan No:6001358.0102 (Continued) Page 2 SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FiFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE ' DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23,TOWNSHIP 79 NORTH, RANGE 8 WEST OF'THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE S89°37'07"W, 1318.71 FEET; THENCE NOO°02'09"E, 2649.23 FEET; THENCE N88°59'27"E, 519.72 FEET;THENCE SOO°01'10'E,21.04 FEET;THENCE S61°18'30"E, 182.73 FEET;THENCE S38°40'30"W, 125.00 FEET; THENCE S51°18'40'E, 300.14 FEET; THENCE N38°39'20"E, • 125.00 FEET; THENCE 651°15'00"E, 195.00 FEET; THENCE N38°35'60"E, 320.00 FEET; THENCE N51°17'38"W, 194.96 FEET;THENCE N38°42'63"E, 194.63 FEET TO THE POiNT OF BEGINNING;THENCE N38°43'46"E,550.11 FEET;THENCE N06°46'05"W,84.92 FEET;THENCE N38°28'45"E, 150.02 FEET; THENCE S51°22'51"E, 1044.09 FEET; THENCE S38°35.58"W, 682.93 FEET;THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 187.00,FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'S0'W; THENCE N89°58'18"W, 41.71 FEET; THENCE NOO°04'51"E, 101.71.FEET; THENCE N51°21'69"W, 825.76 FEET TO SAID POINT OF BEGINNING, CONTAINING 17.54 ACRES. CONTINUING VALIDITY. Except as expressly modified above,the terms of the original Mortgage shall remain unchanged and in full force and effect and ere legacy valid, binding, and enforceable in accordance with their respective terms. Consent by Lender to this Modification does not waive Lender's right to require strict performance of the Mortgage as changed above nor obligate Lender to make any future modifications. Nothing In this Modification shall constitute a satisfaction of the promissory note or other credit agreement secured by the Mortgage(the"Note"). It is the intention of Lender to retain as liable all parties to the Mortgage and all parties,makers and endorsers to the Note, including accommodation parties,unless a party is expressly released by Lender in writing. Any maker or endorser,including accommodation makers,shall rot be released by virtue of this Modification. If any person who signed the original Mortgage does not sign this Modification,then all persons signing below acknowledge that this Modification Is given conditionally,based on the representation to Lender that the non-signing person consents to the changes and provisions of this Modification or otherwise will not be released by it. This waiver applies not only to any initial extension or modification,but also O to all such subsequent actions. © GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MODIFICATION OF ,��.� . = .MORTGAGE AND•GRANTOR AGREES TO ITS TERMS. THIS MODIFICATION OF MORTGAGE IS CpmC.D• DATED SEPTEMBER 28,2011. ■ L1J>2 GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS MODIFICATION OF ..S MORTGAGE AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. ta,7 h- - V GRANTOR: • LL = . C;,' DOLPHIN INTERNATIONAL,LLC 1::=.- " c.J /r ` ' By: Vija 'haft,Member/Manager of Dolphin International, LLC LENDER: BANE S TRUST COMPANY • I I 1(.4"-l0e _X ,,�-.� U� I.Authorized Signer' E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT • • MODIFICATION OF MORTGAGE Loan No:6001358-0102 (Continued) Page 3 • LIMITED LiABILITY COMPANY ACKNOWLEDGMENT 0 STATE OF --L,. I )SS • • COUNTY OF dir /t.G�yt On this Oyu' day of A.D., 20 �� , before me, the undersigned Notary Public in said Gov end State, personally appeared Vgay J. Bhatt, Member/Manager of Dolphin Internationale,LLC,to me personally known,who being by ma duly sworn, did say that he or she is a member or designated agent of/laid limited liability company, and that the instrument was signed and sealed on behalf of the limited liability company by authority of the limited liability company and the member or designated agent acknowledged the execution of the instrument to be the voluntary act and deed of the limited liability company by It and by the member or de ignated agent voluntarily executed. Notary Public In the State o 8s.rvC.dL • • it L Commission td�tomBBO MY WWI asoN EXPIR • • LENDER ACKNOWLEDGMENT • STATE OF )SS COUNTY OF On this • -11/1"A day of Ji7.1au�d�/,ti4.0., 20 11 befoJe me, the undersigned Notary Public in said County end Siiiteipersonal y appeared J P YtoCD and known to me to be the t!:Re --frUdA authorized agent for BBenk Yrs Trust Company that executed the within and foregoing Instrument and acknowledged said Instrument to be the free and voluntary sot and deed of Bankers Trust Company,duly authorized by Bankers Trust Company through its board of directors or otherwise,for the uses and purposes therein mentioned,end 0-- W on oath stated that he or she Is authorized to execute this said instrument and in fact executed this said Instrument on behalf of Bankers Trust Com., y. UF"' �r 010•••••• —' �"V By i _. . f/dam Residing at h 4 / 1-- LL — 1 Q = Nota`y r in 1�ttll$liate o _ rJet My commission expires lD —/&/T e. Commission Ndmher la<B60 • •• MY COr�1rA7E " P2, w��: --fit—_ N • LASER PRO Lending, Ver. 5.57.10.001 Copr. Harland Financial Solutions, Inc. 1097, 2011. All Rights Reserved. -IA C:1CFI1LPL1G201.FC TR-28618 PR-30 EDWIN • ES • Vb.? 8f10N lie s • _Y I Illilil E-FILED 2014 SEP 10 9:03 AM JOHNSON-CLERK OF DISTRICT COURT Assignment of Rents 1 C 6.f UJ q 1 C— �-' }-U -r - € co E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT 1II1'II1111IIIIIIQ1111IIYYII.I! IlIIINI1'1 Doc ID: 021275840007 Tvoe: GEN Recorded: 09/10/2008 at 01:43:02 PO Fee Ant: $37.00 Page 1 of 7 Johnson County Iowa Kim Fainter County Reoorder 8K4348 Pa474-480 FOR RECORDER'S USE ONLY Prepared By: Michelle A.Johnson,Documentation Specialist,Bankers Trust Company,N.A.,221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401,(319)896-7782 ADDRESS TAX STATEMENT: Dolphin International, LLC;738 N.Victoria Lane; Palatine, IL 60067 RECORDATION REQUESTED BY: Bankers Trust Company,N.A.;221 3rd Avenue SE,Suite 150; Cedar Rapids,IA 52401 WHEN RECORDED MAIL TO: Bankers Trust Company,N.A.;221 3rd Avenue SE,Suite 150;Cedar Rapids,IA 52401 ASSIGNMENT OF RENTS The names of all Grantors (sometimes "Grantor") can be found on page 1 of this Assignment. The CD names of all Grantees(sometimes "Lender")can be found on page 1 of this Assignment. The property C= address can be found on page 1 of this Assignment. The legal description can be found on page 1 of ( Q". J> this Assignment, f`- ~ THIS ASSIGNMENT OF RENTS dated September 4, 2008, is made and executed between Dolphin International, LLC, whose address Is 738 N. Victoria Lane, Palatine, IL 60067 (referred to below as !•• �. I—el- "Grantor")and Bankers Trust Company, N.A., whose address is 221 3rd Avenue SE,Suite 150, Cedar / Rapids,IA 52401 (referred to below ms"Lender"). ASSIGNMENT. For valuable consideration, Grantor hereby assigns, grants a continuing security interest in,end conveys to Lender all of Grantor's right,title, and interest in and to the Rents from the following described Property located in Johnson County,State of Iowa: A PORTION OF THE EAST HALF OF SECTION 23, AND A PORTION OF THE WEST HALF OF SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE DESCRIBED AS FOLLOWS: • COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23, TOWNSHIP 79 NORTH,RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE 589°37'07"W, 1318.71 FEET; THENCE NOO°02'09"E, 2649.23 FEET, THENCE N88°59'27"E, 519.72 FEET; THENCE SOO°01'10"E, 21.04 FEET; THENCE S51°18'30"E, 182.73 FEET; THENCE S38°40'30-W, 125.00 FEET, THENCE 551°18'40"E, 300.14 FEET; THENCE N38°39'20"E, 125.00 FEET; THENCE S51'15.00"E, 195.00 FEET; THENCE N38°35'50"E, 320.00 FEET; THENCE N51°17'38"W, 194.96 FEET;THENCE N38°42'53"E, 194.53 FEET TO THE POINT OF BEGINNING; THENCE N38°43'46"E, 550.11 FEET: THENCE N06°46'05", 84.92 FEET; THENCE N38°28'45"E, 150.02 FEET; THENCE S51°22'51"E, 1044.09 FEET; THENCE 538°35'58"W, 682.93 FEET; THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'50"W; THENCE N89°58'18"W, 41.71 FEET;THENCE N00°04'51"E, 101.71 FEET; THENCE N51°21"59"W, 825.76 FEET TO SAID POINT OF BEGINNING, CONTAINING 17.54 ACRES, SUBJECT TO EASEMENTS, CONVENANTS,CONDITIONS AND RESTRICTIONS OF RECORD The Property or its address is commonly known as 2401 Highway 6 East,Iowa City,IA 52240. CROSS-COLLATERALIZATION. In addition to the Note, this Assignment secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well es ell claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT • • ASSIGNMENT OF RENTS Loan No:6001358-0101 (Continued) Page 2 whether due or not due, direct or Indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may became barred by any statute of limitations, end whether tho obligation to repay such•amounts may cc or hereafter may become otherwise unenforceable. THIS ASSIGNMENT IS GIVEN TO SECURE 11) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THIS ASSIGNMENT,AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided In this Assignment or any Related Documents, Grantor shall pay to Lender all amounts secured by this Assignment as they become due, and shall strictly perform all of Grantor's obligations under this Assignment. 'Unless and until Lender exercises Its right to collect the Rents as provided below and so long as there Is no default under this Assignment, Grantor may remain In possession and control of and operate and manage the Property and collect the Rents, provided that the granting of the right to collect the Rents shall not constitute Lender's consent to the use of cash collateral In a bankruptcy proceeding. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: Ownership. Grantor is entitled to receive the Rents free arid clear of all rights, loans, liens, encumbrances,and claims except as disclosed to and accepted by Lender in writing. Right to Assign. Grantor has the full right, power and authority to enter into this Assignment and to assign and convey the Rents to Lender. No Prior Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any instrument now in force. No Further Transfer. Grantor will not sell, assign, encumber, or otherwise dispose of any of Grantor's rights in the Rents except as provided in this Assignment. LENDER'S RIGHT TO RECEIVE AND COLLECT RENTS. Lender shall have the right at any time, and even though no default shall have occurred under this Assignment, to collect and receive the Rents. For this purpose, Lender Is hereby given and granted the following rights, powers and authority: Notice to Tenants. Lender may send notices to any end all tenants of the Property advising them of this Assignment and directing all Rents to be paid directly to Lender or Lender's agent. Enter the Property. Lender may enter upon end take possession of the Property; demand, collect and receive from the tenants or from arty other persons I"able therefor, all of the Rents;institute and carry on all legal proceedings necessary for the protection of the Property, including such Cn proceedings as may be necessary to recover possession of the Property; collect the Rents and remove any tenant or tenants or other persons from the Property. ,—.., .I • Maintain the Property. Lender may enter upon the Property to maintain the Property and keep the },....A ,�_ r✓ same in repair; to pay the costs thereof and of all services of all employees, including their equipment, and of all continuing costs and expenses of maintaining the Property in proper repair and condition, and also to pay all taxes, assessments and water utilities, and the premiums on fire r- f" and other insurance effected by Lender on the Property. > Compliance with Laws. Lender may do any and all things to execute and comply with the laws of O Ste— the State of lows and also all other laws, rules, orders, ordinances and requirements of all other LL. ▪ Lr:::'- governmental agencies affecting the Property. Lease the Property. Lender may rent or lease the whole or any part of the Property for such term 0 or terms and on such conditions as Lender may deem appropriate. Employ Agents. Lender may engage such agent or agents as Londor may deem appropriate,either it Lender's name or in G-antor's name, to rent and manage the Property, Including the collection and application of Rents. Other Acts. Lender may do all such other things and acts with respect to the Property as Lender may deem appropriate and may act exclusively and solely In the place and stead of Grantor and to have all of the powers of Grantor for the purposes stated above. No Requirement to Act. Lender shall.not be required to do any of the foregoing acts or things,and the fact that Lender shall have performed one or more of the foregoing acts or things shall not require Lender to do any other specific act or thing. APPLICATION OF RENTS. All costs and expenses incurred by Lender in connection with the Property shall be for Grantor's account and Lender may pay such costs end expenses from the Rents. Lender, in Its sole discretion, shall determine the application of any and all Rents received by It; however, any such Rents received by Lender which are not applied to such costs and expenses shall be applied to the Indebtedness. All expenditures made by Lender under this Assignment end not reimbursed from the E-FILED 2014 SEP 10 9:03 AM JOHNSON-CLERK OF DISTRICT COURT .. • . , ASSIGNMENT OF RENTS Loan No:6001358-0101 (Continued) Page 3 Rents shall become a part of the indebtedness secured by this Assignment, and shall be payable on demand,with Interest at the Note rate from date of expenditure until paid. FULL PERFORMANCE. If Grantor pays all of the Indebtedness when due and otherwise performs all the obligations imposed upon Grantor under this Assignment,the Note,and the Related Documents,Lender shall execute and deliver to Grantor a suitable satisfaction of this Assignment and suitable statements • of termination of any financing statement on file evidencing Lender's security Interest in the Rents and the Property. Any termination fee required by law shall be paid by Grantor, if permitted by applicable law. NO OBLIGATION OF LENDER. The assignment and security interest granted In this Assignment shall not be deemed or construed to constitute Lender as a mortgagee or trustee In possession of the Property, to obligate Lender to lease the Property or to attempt to do so, or to take any action, incur any expense or perform or discharge any obligation,duty or liability whatsoever under any of the leases or otherwise. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's Interest in the Property or if Grantor fails to comply with any provision of this Assignment or any Related Documents,including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor Is required to discharge or pay under this Assignment or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims,at any time levied or placed on the Rents or the Property and paying all costs for insuring,maintaining end preserving the Property. All such expenditures Incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date Incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness end, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note end be apportioned among and be payable with any Installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable et the Note's maturity. The Assignment also will secure payment of these-amounts—Such-right-shell-be-In-addition— to all other rights and remedies to which Lender may be entitled upon Default. DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Assignment: Payment Default. Grantor fails to make any payment when due under the indebtedness. Other Defaults. Grantor falls to comply with or to perform any other term,obligation,covenant or condition contained in this Assignment or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor, • Default on Other Payments. Failure of Grantor within the time required by this Assignment to make any payment for taxes or insurance,or any other payment necessary to prevent filing of or to effect discharge of any lien. �+�j L j( • J}� False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Assignment or the Related Documents Is false or emmilmisleading In any materiel respect, either now or at the time made or furnished or becomes false or >-C_) misleading at any time thereafter. Defective Collateralization. This Assignment or any of the Related Documents ceases to be in full LL. v=s- force and effect(including failure of any collateral document to create a valid end perfected security C.) Interest or lien)at any time end for any reason. o Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member,the insolvency of Grantor,the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or Insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against the Rents or any property securing the indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding,in an amount determined by Lender,In Its sole discretion,as being an adequate reserve or bond for the dispute. I I i I�;i E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT • ASSIGNMENT OF RENTS Loan No:6001358-0101 (Continued) Page 4 Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,or liability under,any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs In Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is Impaired. Insecurity. Lender in good faith believes Itself insecure. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Lender may exercise any one or more of the following rights and remedies,in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the richt at its option to declare the entire Indebtedness Immediately due and payable, including any prepayment penalty that Grantor would be required to pay without notice,except as may be expressly required by applicable law. Collect Rents. Lender shall have the right, without notice to Grantor, to tee possession of the Property and collect the Rents,Including amounts past due and unpaid, anc apply the net proceeds, over and above Lendor's costs, against the Indebtedness. In furtherance of this right, Lender shall have all the rights provided for In the Lender's Right to Receive and Collect Rents Section, above. If the Rents are collected by Lender, then Grantor Irrevocably designates Lender as Grantor's attorney-In-fact to endorse instruments received in payment thereof In the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments aro made, whether or not any proper grounds for the demand existed, Lender may exercise its rights under this subparagraph either in person,by agent,or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds,over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond If permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Other Remedies. Lender shall have all other rights and remedies provided in this Assignment or the Note or by law. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, end an election to make expenditures or to take action to perform an obligation of • Grantor under this Assignment, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Attorneys' Fees; Expenses, If Lender institutes any suit or action to enforce any of the terms of this Assignment, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys'fees at trial and upon any appeal. Whether or not any court action is involved,and to the extent not prohibited by law, all reasonable expenses Lender incurs that In Lender's opinion are O _ necessary at any time for the protection of its Interest or the enforcement of Its rights shall become '`r a part of the indebtedness payable on demand and shall bear interest at the Note rate from the date •+ Y of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal LL1 • expenses,whether or not there Is a lawsuit,including attorneys' fees and expenses for bankruptcy 0- 17" proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and _ U F" any anticipated post-judgment collection services, the cost of searching records, obtaining title >.V reports (including foreclosure reports), surveyors' reports, and appraisal fees, title Insurance, and .m••••• g .er fees for the Trustee, to the extent permitted by applicable law. Grantor also will pay any court O - - costs,In addition to all other sums provided by law, '� G7 MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Assignment: cr.) Amendments. This Assignment, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth In this Assignment. No alteration of or amendment to this Assignment shall be effective unless given In writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Caption Headings. Caption headings In.this Assignment are for convenience purposes only and are not to be used to Interpret or define the provisions of this Assignment. Governing Law. This Assignment will be governed by federal law applicable to Lender and, to the extent not preempted by federal law,the laws of the State of Iowa without regard to its conflicts of 1 I IIIA:�' E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:5001358-0101 (Continued) Page 5 law provisions. This Assignment has been accepted by Lender in the State of Iowa. Choice of Venue. If there Is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Linn County,State of Iowa. Merger. There shall bo no merger of the Interest or estate created by this assignment with any other interest or estate In the Property at any time held by or for the benefit of Lender In any capacity,without the written consent of Lender. Interpretation. (1) In all cases where there is more than one Borrower or Grantor,then all words used In this Assignment in the singular shall be deemed to have been used in the plural where the context end construction so require, (2) If more than one person signs this Assignment as "Grantor," the obligations of each Grantor are Joint and several, This means that If Lender brings a lawsuit, Lender may sue any one or more of the Grantors. If Borrower and Grantor are not the same person, Lender need not sue Borrower first, and that Borrower need not be joined in any lawsuit. (3) The names given to paragraphs or sections In this Assignment aro for convenience purposes only.They are not to be used to interpret or define the provisions of this Assignment. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Assignment unless such waiver is given In writing and s'gned by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Assignment shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Assignment. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations es to any future transactions. Whenever the consent of Lender is required under this Assignment, the granting of such consent by Lender In any Instance shall not constitute continuing consent to subsequent instances where such consent Is required and in all cases such consent may be granted or wlthhe'd In the sole discretion of Lender. Merger. There shall be no merger of the interest or estate created by this assignment with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity,without the written consent of Lender. Notices, Any notice required to bo given under this Assignment shall be g:ven in writing, end shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law),when deposited with a nationally recognized overnight courier, or, if mailed,when deposited in the United States mall, as first class, certified or registered mall postage prepaid, directed to the addresses shown near the beginning of this Assignment. Any party may change Its address for notices under this Assignment by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. Powers of Attorney. The various agencies and powers of attorney conveyed on Lender under this "- Assignment are granted for purposes of security and may not be revoked by Grantor until such time as the same ere renounced by Lender. Tia ! ci ijj Severability. if a court of competent jurisdiction finds any provision of this Assignment to be i.ZLJ � Illegal, Invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable es to any other circumstance. If feasible, the offending provision shall be considered modified so that It becomes legal, valid and enforceable. If the offending provision cannot be so modified, It shall be considered deleted from this Assignment. Unless otherwise required by law, the Illegality, Invalidity, or unenforceability of any provision of CJ this Assignment shall rot affect the legality,validity or enforceability of any other provision of this Assignment. • n+ Successors and Assigns. Subject to any limitations stated in this Assignment on transfer of Grantor's interest, this Assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Assignment end the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Assignment or liability under the Indebtedness, Time Is of the Essence. Time is of the essence in the performance of this Assignment. Release of Rights of Dower, Homestead and Distributive Share. Each of the undersigned hereby relinquishes all rights of dower, homestead and distributive share In and to the Property and waives all rights of exemption as to any of the Property. If a Grantor Is not an owner of the Property,that Grantor executes this Mortgage for the sole purpose of relinquishing and waiving such rights. Waiver of Right of Redemption. NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY CONTAINED IN THIS ASSIGNMENT, GRANTOR HEREBY WAIVES ANY AND ALL E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-0101 (Continued) Page 6 RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR JUDGMENT OF FORECLOSURE ON GRANTOR'S BEHALF AND ON BEHALF OF EACH AND EVERY PERSON, EXCEPT JUDGMENT CREDITORS OF GRANTOR, ACQUIRING ANY INTEREST IN OR TITLE TO THE PROPERTY SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT, DEFINITIONS. The folowing capitalized words and terms shall have the following meanings when used in th:s Assignment. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts In lawful money of the United States of Americo. Words and terms used in the singular shall include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise defined In this Assignment shall have the meanings attributed to such terms In the Uniform Commercial Code: Assignment. The word "Assignment" means this ASSIGNMENT OF RENTS, ss this ASSIGNMENT OF RENTS may be amended or modified from time to time,together with all exhibits and schedules attached to this ASSIGNMENT OF RENTS from time to time. Borrower. The word"Borrower"means Dolphin International,LLC. Default. The word 'Default" means the Default set forth in this Assignment In the section titled "Default". Event of Default. The words "Event of Default" mean any of the events of default set forth In this Assignment in the default section of this Assignment. Grantor. The word"Grantor" means Dolphin International,LLC. Guaranty. The word 'Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender,including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness" means ell principal, interest and late fees, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Assignment, together with interest on such amounts as provided in this Assignment. SpecifIcally, without limitation, Indebtedness includes all amounts that may be Indirectly secured by the Cross-Collateralization provision of this Assignment. Lender. The word "Lender"means Bankers Trust Company,N.A., its successors end ass'gns. Mortgage. The word "Mortgage" means this ASSIGNMENT OF RENTS between Grantor and Lender. Note. The word "Note" means the promissory note dated September 4, 2008, in the original principal amount of $1,480,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for tho promissory note or agreement. Property. The word "Property" means all of Grantor's right, title and interest In and to all the Property as described In the"Assignment"section of this Assignment. Related Documents, The words "Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other Instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all of Grantor's present end future rights,tide and interest in, to and under any and all present and future leases, including, without limitation, all rents, revenue, income,Issues, royalties, bonuses,accounts receivable, cash or security deposits,advance rentals, profits and proceeds from the Property, and other payments and benefits derived or to be derived fes•" L--- from such leases of every kind and nature, whether due now or later, including without limitation !! e 1 a.. r Grantor's r'ght to enforce such leases and to receive and collect payment and proceeds thereunder. fes , CD c� _�.I. I I GI11I, E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-0101 (Continued) Page 7 THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT, AND NOT PERSONALLY BUT AS AN AUTHORIZED SIGNER, HAS CAUSED THIS ASSIGNMENT TO BE SIGNED AND EXECUTED ON BEHALF OF GRANTOR ON SEPTEMBER 4,2008. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS ASSIGNMENT OF RENTS AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: DOLPHIN INTERNATIONAL,LLC By: /� - Vijay , Bhatt, Member/Manager of Dolphin International, LLC LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF J ) )SS COUNTY OF (rye ) On this day of /-/ 41J , A.D., 20 of , before me, the undersigned Notary Public in said Count i and State, personally appeared Vijay J. Bhatt, Member/Manager of Dolphin International,LLC,to me personally known,who being by me duly sworn, did say that he or she is a member or designated agert of said limited liability company, and that the instrument was signed and sealed on behalf of the limited liability company by authority of the limited liability company and the member or designated agent acknowledged the execution of the instrument to be the voluntary act and deed of the limited liability company by it and by the member A.esignated agent voluntarily executed. Pr rr_ Notary Public In the State of u�l dr4 //r C•LeaS ED'N'INAMCLEES ivy��MN,� Cammlaslon Number 144960 .. MY COa1MI551pN ExPI ES • LASER PRO Lending, Ver. 5.41.20.001 Copr. Harland Financial Solutions, Inc. 1997, 2008. All tea' • Rights Reserved. -IA C:1 CFI\LPL1G14.FC TR-18756 PR-20 CD Lid 8.x,,,9 Lu— .__ d CD co Cv E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT Assignment of Rents 2 N G7 n"< O E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT tion Aquorminummilmin / .VC ID: 021187280007 Type: GEN Chq'. Recorded: 06/08/2008 at 03:32:44 PM i Fee Amt: 537.00 Pane 1 of 7 Johnson County Iona Kim Painter County Recorder aK4309 PG423-429 -< r —1 fl FOR RECORDER'S USE ONLY Prepared By: Marlene R,Weeks,AVP,Bankers Trust Company,N.A.,221 3rd Avenue SE,Suite 150, Cedar Rapids,IA 52401, (319)896-7782 RECORDATION REQUESTED BY: Rankers Trust Company,N.A.;221 3rd Avenue SE,Suite 150;Cedar Rapids,IA 52401 WHEN RECORDED MAIL TO: Bankers Trust Company,N.A.;221 3rd Avenue SE,Suite 150;Cedar Rapids,IA 52401 ASSIGNMENT OF RENTS The names of all Grantors (sometimes "Grantor") can be found on page 1 of this Assignment. The names of all Grantees{sometimes "Lender")can be found on page 1 of this Assignment. The property address can be found on page 1 of this Assignment. The legal description can be found on page 1 of this Assignment. THIS ASSIGNMENT OF RENTS dated June 6, 2008, Is made and executed between Dolphin International, LLC, whose address is 738 N. Victoria Lane, Palatine, IL 60067 (referred to below as "Grantor")and Bankers Trust Company,N.A.,whose address is 221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401 (referred to below as"Lender"). ASSIGNMENT. For valuable consideration, Grantor hereby assigns, grants a continuing security interest in,and conveys to Lender all of Grantor's right,title,and interest In and to the Rents from the following described Property located in Johnson County,State of Iowa: A PORTION OF THE EAST HALF OF SECTION 23, AND A PORTION OF THE WEST HALF OF SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23,TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE S89°37'07"W, 1318.71 FEET; THENCE NOO°02'09"E, 2649.23 FEET; THENCE N88°59'27"E, 519.72 FEET; THENCE SOO°0110"E, 21.04 FEET; THENCE S51°18'30"E, 182.73 FEET; THENCE S38°40'30"W, 125.00 FEET; THENCE S51°18'40"E, 300.14 FEET;THENCE N38°39'20"E, 125.00 FEET; THENCE S51°15'00"E, 195.00 FEET; THENCE N38°35'50"E, 320.00 FEET; THENCE N51°17'38"W, 194.96 FEET;THENCE N38°42'53"E, 194.53 FEET TO THE POINT OF BEGINNING; THENCE N38°43'46"E, 550.11 FEET; THENCE N06°46'05"W, 84.92 FEET; THENCE N38°28'45"E, 150.02 FEET; THENCE 551°22'51"E, 1044.09 FEET; THENCE S38°35'58"W, 682.93 FEET; THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'50"W; THENCE N89°58'18"W, 41.71 FEET; THENCE N0O°04'51"E, 101.71 FEET; THENCE N51'21'59"W, 825.76 FEET TO SAID POINT OF BEGINNING,CONTAINING 17.54 ACRES The Property or its address is commonly known as 2401 Highway 6 East,Iowa City,IA 52240. CROSS-COLLATERALIZATION. In addition to the Note, this Assignment secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others, whether 1 1 IIL'fr E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT f ASSIGNMENT OF RENTS ' r Loan No: 6001358-0001 (Continued) n —t iagr2 �t r . ., obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. THIS ASSIGNMENT IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (21 PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THIS ASSIGNMENT,AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Assignment or any Related Documents, Grantor shall pay to Lender all amounts secured by this Assignment as they become due, and shall strictly perform all of Grantor's obligations under this Assignment. Unless and until Lender exercises its right to collect the Rents as provided below and so long as there is no default under this Assignment, Grantor may remain in possession and control of and operate and manage the Property and collect the Rents, provided that the granting of the richt to collect the Rents shall not constitute Lender's consent to the use of cash collateral In a bankruptcy proceeding. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: Ownership. Grantor is entitled to receive the Rents free and clear of all rights, loans, liens, encumbrances,and claims except as disclosed to and accepted by Lender in writing, Right to Assign. Grantor has the full right, power and authority to enter into this Assignment and to assign and convoy the Rents to Lender. No Prior Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any instrument now in force. No Further Transfer. Grantor will not sell, assign, encumber, or otherwise dispose of any of Grantor's rights in the Rents except as provided in this Assignment. LENDER'S RIGHT TO RECEIVE AND COLLECT RENTS. Lender shall have the right at any time, and even though no default shall have occurred under this Assignment, to collect and receive the Rents, For this purpose, Lender is hereby given and granted the following rights,powers and authority: Notice to Tenants. Lender may send notices to any and all tenants of the Property advising them of this Assignment and directing ell Rents to be paid directly to Lender or Lender's agent. Enter the Property. Lender may enter upon and take possession of the Property; demand, collect and receive from the tenants or from any other persons liable therefor,all of the Rents; institute and carry on all legal proceedings necessary for the protection of the Property, including such proceedings as may be necessary to recover possession of the Property; collect the Rents and remove any tenant or tenants or other persons from the Property. Maintain the Property. Lender may enter upon the Property to maintain the Property and keep the same In repair; to pay the costs thereof and of all services of all employees, including their equipment, and of all continuing costs and expenses of maintaining the Property in proper repair and condition, and also to pay all taxes, assessments and water utilities, and the premiums on fire and other insurance effected by Lender on the Property. Compliance with Laws. Lender may do any and all things to execute and comply with the laws of the State of Iowa and also all other laws, rules, orders, ordinances and requirements of all other governmental agencies affecting the Property. Lease the Property. Lender may rent or lease the whole or any part of the Property for such term or terms and on such conditions as Lender may deem appropriate. Employ Agents. Lender may engage such agent or agents as Lender may deem appropriate, either in Lender's name or in Grantor's name, to rent and manage the Property, Including the collection and application of Rents. Other Acts. Lender may do all such other things end acts with respect to the Property as Lender may deem appropriate and may act exclusively end solely in the place and stead of Grantor and to have all of the powers of Grantor for the purposes stated above. No Requirement to Act. Lender shall not be required to do any of the foregoing acts or things, and the fact that Lender shall have performed one or more of the foregoing acts or things shall not require Lender to do any other specific act or thing. APPLICATION OF RENTS. All costs and expenses incurred by Lender in connection with the Property shall be for Grantor's account and Lender may pay such costs and expenses from the Rents. Lender,In its sole discretion, shall determine the application of any and all Rents received by It; however, any such Rents received by Lender which ere not applied to such costs and expenses shall be applied to the Indebtedness. All expenditures made by Lender under this Assignment and not reimbursed from the Rents shall become a part of the Indebtedness secured by this Assignment, and shall be payable on demand, with interest at the Note rate from date of expenditure until paid. ----- -- ' ,, E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT o -- s • ASSIGNMENT OF RENTS n-C Loan No:6001358-0001 (Continued) =LIO.7 Pow'd FULL PERFORMANCE. If Grantor pays elf of the Indebtedness when due and otherwise perjprms all the obligations Imposed upon Grantor under this Assignment,the Note,and the Relatad.Documants,Lender shall execute and deliver to Grantor a suitable satisfaction of this Assignmentand suitable-statements of termination of any financing statement on file evidencing Lender's security interest In the Rents and the Property. Any termination fee required by law shall be paid by Grantor, if permitted by applicable law. NO OBLIGATION OF LENDER. The assignment and security interest granted in this Assignment shall not be deemed or construed to constitute Lender as a mortgagee or trustee in possession of the Property, to obligate Lender to lease the Property or to attempt to do so, or to take any action, Incur any expense or perform or discharge any obligation,duty or liability whatsoever under any of the leases or otherwise. LENDER'S EXPENDITURES. If any action or proceeding Is commenced that would materially affect Lender's interest In the Property or if Grantor fails to comply with any provision of this Assignment or any Related Documents, Including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Assignment or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lander deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims,at any time levied or placed on the Rents or the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear Interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note end be apportioned among and be payable with any Installment payments to become due during either (1) the term of any applicable insurance policy;or (21 the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Assignment also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Assignment: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Other Defaults, Grantor fails to comply with or to perform any other term,obligation, covenant or condition contained in this Assignment or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. Default on Other Payments. Failure of Grantor within the time required by this Assignment to make any payment for taxes or insurance,or any other payment necessary to prevent filing of or to effect discharge of any lien. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Assignment or the Related Documents is false or misleading in any material respect,either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Assignment or any of the Related Documents ceases to be in full force and effect(including failure of any collateral document to create a valid and perfected security Interest or lien)at any time and for any reason. Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue Is made), any member withdraws from the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member,the Insolvency of Grantor,the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or Insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against the Rents or any property securing the Indebtedness. This Includes a garnishment of any of Grantor's accounts, Including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which Is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender,in its sole discretion,as being an adequate reserve or bond for the dispute. Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against. — I' IIktll E-FILED 2014 SEP 10 9:03 AM JOHNSON-CLERK OF DISTRICT COURT • ASSIGNMENT OF RENTS Loan No:6001358-0001 (Continued) Page 4 Events Affecting Guarantor. Any of the preceding events occurs with respect tony guarantor, endorser, surety, or accommodation party of any of the Indebtedness-of any guziFantor, enderaar, surety, or accommodation party dies or becomes incompetent, or revokes'o,disputes the validity of, or liability under,any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs In Grantor's finennelel:cond fn, or tender believes the prospect of payment or performance of the Indebtedness is impryred. insecurity. Lender in good faith believes itself Insecure. l RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter,Lender may exercise any one or more of the following rights and remedies,in Iii tition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option to declare the entire4ntlebtednesa immediately due and payable, including any prepayment penalty that Grantor would be required to pay without notice,except as may be expressly required by applicable law. Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property end collect the Rents,including amounts past due end unpaid,and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right,Lender shall have ell the rights provided for In the Lender's Right to Receive end Collect Rents Section, above. If the Rents are collected by Lender, thon Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse Instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person,by agent,or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds,over and above the cost of the receivership,against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving es a receiver. Other Remedies. Lender shall have all other rights and remedies provided in this Assignment or the Note or by law. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Assignment,after Grantor's failure to perform, shall not affect Lender's right to declare a default end exercise its remedies. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Assignment, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys'fees at trial and upon any appeal. Whether or not any court action Is Involved,and to the extent not prohibited by law,all reasonable expenses Lender Incurs that In Lender's opinion are necessary at any time for the protection of Its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear Interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph Include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses,whether or not there is a lawsuit, Including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Grantor also will pay any court costs,in addition to all other sums provided by law. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Assignment: Amendments, This Assignment, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Assignment. No alteration of or amendment to this Assignment shall be effective unless given In writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Caption Headings. Caption headings in this Assignment are for convenience purposes only and are not to be used to Interpret or define the provisions of this Assignment. Governing Law. This Assignment will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of the State of Iowa without regard to Its conflicts of law provisions. This Assignment has been accepted by Lender In the State of Iowa. Choice of Venue. If there Is a lawsuit, Grantor agrees upon Lender's request to submit to the E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT • ASSIGNMENT OF RENTS Loan No:6001358-0001 (Continued) Page 6 Jurisdiction of the courts of Unn County,State of Iowa. Merger. There shall be no merger of the Interest or estate created by this assignment with any other Interest or estate in the Property at any time held by or for the benefit of Lender in any capacity,without the written consent of Lender. Interpretation. (1) In all cases where there is more than one Borrower or Grantor,then all words used In this Assignment in the singular shell be deemed to have been used In the plural where the context and construction so require. (2) If more than one person signs this Assignment as "Grantor,"the obligations of each Grantor are joint and several. This means that if Lender brings a lawsuit, Lender may sue any one or more of the Grantors. If Borrower and Grantor are not the same person, Lender need not sue Borrower first, and that Borrower need not be joined in any lawsuit. (3) The names given to paragraphs or sections in this Assignment are for convenience purposes only.They are not to be used to interpret or define the provisions of this Assignment. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Assignment unless such waiver is given In writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shell operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Assignment shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Assignment. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Assignment, the granting of such consent by Lender In any instance shall not constitute continuing consent to subsequent instances where such consent Is required and in all cases such consent may be granted or withheld In the sole discretion of Lender. Merger. There shall be no merger of the Interest or estate created by this assignment with any other interest or estate in the Property at any time held by or for the benefit of Lender In any capacity,without the written consent of Lender. Notices. Any notice required to be given under this Assignment shall be given In writing,and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law),when deposited with a nationally recognized overnight courier,or, if mailed,when . deposited in the United States mail, as first class, certified or registered mall postage prepaid, Ca C_-2 directed to the addresses shown near the beginning of this Assignment. Any party may change its 1.1.1 • address for notices under this Assignment by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise rprovided or required by law, if there is more than one Grantor, any notice given by Lender to any t,.. Grantor Is deemed to be notice given to all Grantors. • C ;. Powers of Attorney. The various agencies and powers of attorney conveyed on Lender under this ) Assignment are granted for purposes of security and may not be revoked by Grantor until such time as the same are renounced by Lender. Severability. if a court of competent jurisdiction finds any provision of this Assignment to be illegal, invalid, or unenforceable as to any circumstance,that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Assignment. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Assignment shall not affect the legality, validity or enforceability of any other provision of this Assignment. Successors and Assigns. Subject to any limitations stated in this Assignment on transfer of Grantor's interest, this Assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Assignment end the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Assignment or liability under the indebtedness. Time is of the Essence. Time is of the essence In the performance of this Assignment. Release of Rights of Dower, Homestead and Distributive Share. Each of the undersigned hereby relinquishes all rights of dower,homestead and distributive share in and to the Property and waives all rights of exemption as to any of the Property. If a Grantor is not an owner of the Property,that Grantor executes this Mortgage for the sole purpose of relinquishing and waiving such rights. Waiver of Right of Redemption. NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY CONTAINED IN THIS ASSIGNMENT, GRANTOR HEREBY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR JUDGMENT OF FORECLOSURE ON GRANTOR'S BEHALF AND ON BEHALF OF EACH AND EVERY PERSON, EXCEPT JUDGMENT • 177134 E-FILED 2014 SEP 10 9:03 AM JOHNSON-CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-0001 (Continued) Page 6 CREDITORS OF GRANTOR, ACQUIRING ANY INTEREST IN OR TITLE TO THE PROPERTY SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Assignment. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts In lawful money of the United States of America. Words and terms used in the singular shall include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Assignment shall have the meanings attributed to such terms in the Uniform Commercial Code: Assignment. The word "Assignment"means this ASSIGNMENT OF RENTS,as this ASSIGNMENT OF RENTS may be amended or modified from time to time,together with all exhibits and schedules attached to this ASSIGNMENT OF RENTS from time to time. Borrower. The word"Borrower"means Dolphin International, LLC. Default. The word "Default" means the Default set forth in this Assignment in the section titled "Default". Event of Default. The words"Event of Default'mean any of the events of default set forth in this Assignment in the default section of this Assignment. Grantor. The word "Grantor" means Dolphin International,LLC. Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender,including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness" means all principal, interest and late fees, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Assignment, together with interest on such amounts as provided in this Assignment. Specifically, without C7 limitation, Indebtedness includes all amounts that may be indirectly secured by the ? Cross-Collateralization provision of this Assignment. t `f- Lender. The word"Lender" means Bankers Trust Company,N.A.,its successors and assigns. of Mortgage. The word "Mortgage" means this ASSIGNMENT OF RENTS between Grantor and Lender. ., VNote. The word "Note" means the promissory note dated June 6, 2008, in the original principal t' amount of $250,000.00 from Grantor to Lender, together with all renewals of, extensions of, ..�.+ �,. 1—C' modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Property. The word "Property" means ail of Grantor's right, title and interest In and to all the Property as described In the"Assignment"section of this Assignment. Related Documents. The words "Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word"Rents" means all of Grantor's present end future rights,title end interest In,to and under any and all present and future leases, including, without limitation, all rents, revenue, income,issues, royalties, bonuses,accounts receivable,cash or security deposits,advance rentals, profits and proceeds from the Property, and other payments and benefits derived or to be derived from such leases of every kind end nature, whether due now or later, including without limitation Grantor's right to enforce such leases and to receive and collect payment and proceeds thereunder. E-FILED 2014 SEP 10 9:03 AM JOHNSON - CLERK OF DISTRICT COURT • ASSIGNMENT OF RENTS Loan No:6001358-0001 (Continued) Page 7 THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT, AND NOT PERSONALLY BUT AS AN AUTHORIZED SIGNER,HAS CAUSED THIS ASSIGNMENT TO BE SIGNED AND EXECUTED ON BEHALF OF GRANTOR ON JUNE 6,2008. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS ASSIGNMENT OF RENTS AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: DOLPHIN INTERNATIONAL,LLC By: Vijay att, Member/Manager of Dolphin International, LLC LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF C>4 ) SS COUNTY OF :n41 On this 6 day of ,/4 , A.D., 20 //d , before me, the undersigned Notary Public in said Co and Sfate, personally appeared Vijay J. Bhatt, Member/Manager of Dolphin International,LLC,to me personally known, who being by me duly sworn, did say that he or she is a member or designated agent of said limited liability company, and that the instrument was signed and sealed on behalf of the limited liability company by authority of the limited ±f!= liability company and the member or designated agent acknowledged the execution of the instrument to _ p^9 be the voluntary act and deed of the limited liability company by It and by the member or designated CL 1.11 agent voluntarily executed. PI 41-474-4. 9 ity Ca w' deU '/ Notary Public n the State of L- n :°`: , f E.DWINA NCLEES �GL�(�IlG! i:,•..., — r nY1C 4SIgj as 149BE• U - . LASER PRO Lending, Ver. 5.40.00.003 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights Reserved. -IA C:1CF11LPL\G14.FC TR-17841 PR-20 I;If'ii E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT Assignment of Rents 3 a � y W_ r.-r Li Q `-': E-FILED 2014 SEP 1R :93 AfV1 JOHNSON-CLERK OF DISTRICT COURT 1111111111111111111111111111111111111111111 • /1 Doo ID: 021068290007 Type: GEN t 'Recorded:=01/20 2� ato03:21:97 PM Johnson County lona Kim Painter County Recorder .K4257 PG791-797 P,e7 FOR RECORDER'S USE ONLY Prepared By: Michelle A.Johnson,Documentation Specialist,Bankers Trust Company,N.A.,221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401,(319)896-7782 ADDRESS TAX STATEMENT: Dolphin International,LLC;738 N.Victoria Lane;Palatine,IL 60067 RECORDATION REQUESTED BY: Bankers Trust Company,N.A.;221 3rd Avenue SE,Suite 150;Cedar Rapids,IA 52401 WHEN RECORDED MAIL TO: Bankers Trust Company,N.A.;221 3rd Avenue SE,Suite 150;Cedar Rapids,IA 52401 ASSIGNMENT OF RENTS The names of all Grantors (sometimes "Grantor") can be found on page 1 of this Assignment. The names of all Grantees (sometimes"Lender")can be found on page 1 of this Assignment. The property address can be found on page 1 of this Assignment. The legal description can be found on page 1 of this Assignment. THIS ASSIGNMENT OF RENTS dated January 23, 2008, Is made and executed between Dolphin International, LLC, whose address Is 738 N. Victoria Lane, Palatine, IL 60067 (referred to below as "Grantor")and Bankers Trust Company,N.A.,whose address Is 221 3rd Avenue SE,Suite 150,Cedar Rapids,IA 52401 (referred to below as"Lender"). ASSIGNMENT. For valuable consideration, Grantor hereby assigns, grants a continuing security interest in,end conveys to Lender all of Grantor's right,title, end Interest In and to the Rents from the following described Property located in Johnson County,State of Iowa: _._. A PORTION OF THE EAST HALF OF SECTION 23, AND A PORTION OF THE WEST HALF OF SECTION 24, ALL IN TOWNSHIP 79 NORTH, RANGE 6 WEST OF THE FIFTH PRINCIPAL t MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THE BOUNDARIES OF WHICH ARE DESCRIBED AS FOLLOWS: CZ:C COMMENCING AT THE SOUTHEAST CORNER OF SECTION 23,TOWNSHIP 79 NORTH,RANGE 6 LU ly -J>W WEST OF THE FIFTH PRINCIPAL MERIDIAN, IOWA CITY, JOHNSON COUNTY, IOWA, THENCE �)-- S89°37'07"W, 1318.71 FEET; THENCE NO0°02'09"E, 2649.23 FEET; THENCE N88°59'27"E, r` >3 519.72 FEET: THENCE SOO°01'10"E, 21.04 FEET;THENCE S51°18'30"E, 182.73 FEET; THENCE arr. S38°40'30"W, 125.00 FEET;THENCE S51°18'40"E, 300.14 FEET; THENCE N38°39'20"E, 125.00 Lr ' FEET; THENCE S51°15'OO"E, 196.00 FEET; THENCE N38°35'60"E, 320.00 FEET; THENCE t_)y N51°17'38"W, 194.96 FEET;THENCE N38°42'53"E, 194.53 FEET TO THE POINT OF BEGINNING; s C.7 THENCE N38°43'46"E, 550.11 FEET; THENCE N06°46'05"W, 84.92 FEET;THENCE N38°28'45"E, 0 150.02 FEET; THENCE S51°22'51"E, 1044.09 FEET; THENCE S38°35'58"W, 682.93 FEET; cv THENCE SOUTHWESTERLY 149.90 FEET ALONG THE ARC OF THE 167.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, WHOSE 144.92 FOOT CHORD BEARS S64°18'50"W: THENCE N89°58'18"W, 41.71 FEET; THENCE N00°04'61"E, 101.71 FEET; THENCE N61°21'59"W, 825.76 FEET TO SAID POINT OF BEGINNING,CONTAINING 17.54 ACRES The Property or its address is commonly known as 2401 Highway 6 East,Iowa City,IA 52240. CROSS-COLLATERALIZATION. In addition to the Note,this Assignment secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, E-FILED 2014 SEP 10 •:03 AM JOHNSON -CLERK OF DISTRICT COURT ASSIGNMENT OF RENTS Loan No:6001358-9001 (Continued) Page 2 whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. THIS ASSIGNMENT IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THIS ASSIGNMENT,AND THE RELATED DOCUMENTS. THIS ASSIGNMENT IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except es otherwise provided in this Assignment or any Related Documents, Grantor shall pay to Lender all amounts secured by this Assignment as they become due, end shall strictly perform all of Grantor's obligations under this Assignment. Unless and until Lender exercises its right to collect the Rents as provided below and so long as there is no default under this Assignment, Grantor may remain in possession and control of and operate end manage the Property and collect the Rents, provided that the granting of the right to collect the Rents shall not constitute Lender's consent to the use of cash collateral in a bankruptcy proceeding. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: Ownership. Grantor is entitled to receive the Rents free and clear of all rights, loans, liens, encumbrances,end claims except as•disclosed to and accepted by Lender In writing. Right to Assign. Grantor has the full right,power end authority to enter into this Assignment and to assign and convey the Rents to Lender. No Prior Assignment. Grantor has not previously assigned or conveyed the Rents to any other person by any instrument now in force. No Further Transfer. Grantor will not sell, assign, encumber, or otherwise dispose of any of Grantor's rights In the Rents except as provided in this Assignment. LENDER'S RIGHT TO RECEIVE AND COLLECT RENTS. Lender shall have the right at any time, and even though no default shall have occurred under this Assignment, to collect and receive the Rents. For this purpose,Lender is hereby given and granted the following rights,powers and authority: Notice to Tenants. Lender may send notices to any and all tenants of the Property advising them of this Assignment and directing all Rents to be paid directly to Lender or Lender's agent. Enter the Property. Lender may enter upon and take possession of the Property; demand, collect and receive from the tenants or from any other persons liable therefor,all of the Rents;institute and carry on all legal proceedings necessary for the protection of the Property, including such proceedings as may be necessary to recover possession of the Property; collect the Rents and remove any tenant or tenants or other persons from the Property. Maintain the Property. Lender may enter upon the Property to maintain the Property and keep the same in repair; to pay the costs thereof and of all services of all employees, including their equipment, and of all continuing costs and expenses of maintaining the Property in proper repair C7 and condition,and also to pay all taxes,assessments and water utilities,and the premiums on fire L.1 and other insurance effected by Lender on the Property, O•- Compliance with Laws. Lender may do any and all things to execute and comply with the laws of the State of Iowa and also all other laws, rules, orders, ordinances and requirements of all other )-C governmental agencies affecting the Property. POM- Lease the Property. Lender may rent or lease the whole or any part of the Property for such term C, y or terms and on such conditions as Lender may deem appropriate. r': Employ Agents. Lender may engage such agent or agents as Lender may deem appropriate, either p In Lender's name or in Grantor's name,to rent and manage the Property, Including the collection �' and application of Rents. Other Acts. Lender may do all such other things and acts with respect to the Property as Lender may deem appropriate and may act exclusively and solely in the place and stead of Grantor and to have all of the powers of Grantor for the purposes stated above. No Requirement to Act. Lender shall not be required to do any of the foregoing acts or things, and the fact that Lender shall have performed one or more of the foregoing acts or things shell not require Lender to do any other specific act or thing. APPLICATION OF RENTS. All costs and expenses incurred by Lender in connection with the Property shall be for Grantor's account end Lender may pay such costs and expenses from the Rents. Lender,in its sole discretion, shall determine the application of any and all Rents received by It; however, any such Rents received by Lender which are not applied to such costs and expenses shall be applied to the Indebtedness. All expenditures made by Lender under this Assignment and not reimbursed from the n E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT I ASSIGNMENT OF RENTS Loan No:6001368-9001 (Continued) Page 3 Rents shall become a part of the Indebtedness secured by this Assignment, and shall be payable on demand,with interest at the Note rate from date of expenditure until paid. FULL PERFORMANCE. If Grantor pays all of the Indebtedness when due and otherwise performs all the obligations imposed upon Grantor under this Assignment,the Note,and the Related Documents,Lender shall execute and deliver to Grantor a suitable satisfaction of this Assignment and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Property. Any termination fee required by law shall be paid by Grantor, if permitted by applicable law. NO OBLIGATION OF LENDER. The assignment and security Interest granted in this Assignment shall not be deemed or construed to constitute Lender as a mortgagee or trustee in possession of the Property, to obligate Lender to lease the Property or to attempt to do so, or to take any action, incur any expense or perform or discharge any obligation, duty or liability whatsoever under any of the leases or otherwise. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor falls to comply with any provision of this Assignment or any Related Documents,including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Assignment or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, Including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims,at any time levied or placed on the Rents or the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy;or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Assignment also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Assignment: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Other Defaults. Grantor falls to comply with or to perform any other term,obligation, covenant or condition contained in this Assignment or In any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. Default an Other Payments. Failure of Grantor within the time required by this Assignment to make any payment for taxes or Insurance,or any other payment necessary to prevent filing of or to effect discharge of any lien. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Assignment or the Related Documents Is false or misleading in any material respect,either now or at the time made or furnished or becomes false or misleading at any time thereafter. CD Defective Collateralization. This Assignment or any of the Related Documents ceases to be In full $ W force and effect(including failure of any collateral document to create a valid and perfected security W interest or lien)et any time and for any reason. 4-- r"' _ Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue Is -- ) L made), any member withdrawn from the limited liability company, or any other termination of ^+ fir. ' Grantor's existence as a going business or the death of any member,the Insolvency of Grantor,the C (.,7=.: appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against the Rents or any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding,in an amount determined by Lender,in its sole discretion,as being an adequate reserve or bond for the dispute. 1% E-FILED 2014 SEP 10 9:03 AM JOHNSON -CLERK OF DISTRICT COURT Ill I • ASSIGNMENT OF RENTS Loan No:6001358-8001 (Continued) Page 4 Property Damage or Loss. The Property is lost, stolen, substantially damaged, sold, or borrowed against. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes Incompetent,or revokes or disputes the validity of,or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is Impaired. Insecurity. Lender in good faith believes itself Insecure. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter,Lender may exercise any one or more of the following rights and remedies,in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Indebtedness immediately due and payable, including any prepayment penalty that Grantor would be required to pay without notice,except as may be expressly required by applicable law. Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property end collect the Rents,Including amounts past due and unpaid,and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right,Lender shall have all the rights provided for in the Lender's Right to Receive and Collect Rents Section,above. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse Instruments received in payment thereof in the name of Grantor and to negotiate the same end collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person,by agent,or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property end apply the proceeds, over and above the cost of the receivership,against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Other Remedies. Lender shall have all other rights and remedies provided in this Assignment or the Note or by law. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Assignment, after Grantor's failure to perform,shall not affect Lender's right to declare a default and exercise its remedies. Attorneys' Fees; Expenses. If Lender Institutes any suit or action to enforce any of the terms of this Assignment, Lender shall be entitled to recover such sum as the court may adjudge reasonable - as attorneys'fees at trial and upon any appeal. Whether or not any court action is involved,and to © the extent not prohibited by law,all reasonable expenses Lender Incurs that in Lender's opinion are 4- (- necessary at any time for the protection of its interest or the enforcement of Its rights shall become ' Jr a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, 1 V F-- however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal •••••J >. C-% expenses,whether or not there is a lawsuit,including attorneys' fees and expenses for bankruptcy "� k-< proceedings (including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title 1 reports (Including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Grantor also will pay any court r costs,in addition to all other sums provided by law. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Assignment: Amendments, This Assignment, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Assignment. No alteration of or amendment to this Assignment shall be effective unless given in writing end signed by the party or parties sought to be charged or bound by the alteration or amendment. Caption Headings. Caption headings in this Assignment are for convenience purposes only and are not to be used to interpret or define the provisions of this Assignment. Governing Law. This Assignment will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of the State of Iowa without regard to its conflicts of law provisions. This Assignment has been accepted by Lender in the State of Iowa. 11. E-FILED 2014 SEP 10l9:Q3 AN}JOHNSON -CLERK OF DISTRICT COURTIia I T • ASSIGNMENT OF RENTS Loan No:6001358-9001 (Continued) Page 6 Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Linn County,State of lower. Merger. There shall be no merger of the interest or estate created by this assignment with any other interest or estate in the Property et any time hold by or for the benefit of Lender in any capacity,without the written consent of Lender. Interpretation. (1) In all cases where there is more than one Borrower or Grantor,then all words used In this Assignment in the singular shell be deemed to have been used in the plural where the context and construction so require. (2) If more than one person signs this Assignment as 'Grantor,"the obligations of each Grantor are joint and several. This means that if Lender brings a lawsuit, Lender may sue any one or more of the Grantors. If Borrower and Grantor are not the same person, Lender need not sue Borrower first, and that Borrower need not be joined in any lawsuit. (31 The names given to paragraphs or sections In this Assignment are for convenience purposes only.They are not to be used to interpret or define the provisions of this Assignment. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Assignment unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender In exercising any right shall operate as a waiver of such right or any other right A waiver by Lender of a provision of this Assignment shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Assignment. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Assignment,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required end in all cases such consent may be granted or withheld In the sole discretion of Lender. Merger. There shall be no merger of the interest or estate created by this assignment with any other Interest or estate In the Property at any time held by or for the benefit of Lender in any capacity,without the written consent of Lender. Notices. Any notice required to be given under this Assignment shall be given in writing,and shall be effective when actually delivered, when actually received by telefacslmile (unless otherwise required by law),when deposited with a nationally recognized overnight courier, or,if mailed,when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Assignment. Any party may change Its address for notices under this Assignment by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed et all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor Is deemed to be notice given to all Grantors. Powers of Attorney. The various agencies end powers of attorney conveyed on Lender under this Assignment are granted for purposes of security and may not be revoked by Grantor until such time es the same are renounced by Lender. Severability. If a court of competent jurisdiction finds any provision of this Assignment to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid,or unenforceable as to any other circumstance, if feasible, the offending +! provision shall be considered modified so that it becomes legal, valid end enforceable. If the E.21D offending provision cannot be so modified, It shall be considered deleted from this Assignment. Lit Unless otherwise required by law, the Illegality, invalidity, or unenforceability of any provision of ---I this Assignment shall not affect the legality,validity or enforceability of any other provision of this Assignment. >—'(--) Successors and Assigns. Subject to any limitations stated in this Assignment on transfer of <L Grantor's Interest, this Assignment shall be binding upon and inure to the benefit of the parties, LL_ CJ'= their successors and assigns. If ownership of the Property becomes vested In a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to o this Assignment and the Indebtedness by way of forbearance or extension without releasing N Grantor from the obligations of this Assignment or liability under the Indebtedness. Time Is of the Essence. Time is of the essence In the performance of this Assignment. Release of Rights of Dower, Homestead and Distributive Share. Each of the undersigned hereby relinquishes all rights of dower,homestead and distributive share In and to the Property and waives all rights of exemption as to any of the Property: If a Grantor is not an owner of the Property,that Grantor executes this Mortgage for the sole purpose of relinquishing and waiving such rights. Waiver of Right of Redemption. NOTWITHSTANDING ANY OF THE PROVISIONS TO THE CONTRARY CONTAINED IN THIS ASSIGNMENT, GRANTOR HEREBY WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM SALE UNDER ANY ORDER OR JUDGMENT OF FORECLOSURE ON E-FILED 2014 SEP 110, :23 AIS JOHNSON -CLERK OF DISTRICT COURT • • • • ASSIGNMENT OF RENTS Loan No:6001358-9001 (Continued) Page 6 GRANTOR'S BEHALF AND ON BEHALF OF EACH AND EVERY PERSON, EXCEPT JUDGMENT CREDITORS OF GRANTOR, ACQUIRING ANY INTEREST IN OR TITLE TO THE PROPERTY SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used In this Assignment. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts In lawful money of the United States of America. Words and terms used in the singular shall Include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise defined In this Assignment shall have the meanings attributed to such terms in the Uniform Commercial Code: Assignment. The word "Assignment" means this ASSIGNMENT OF RENTS,as this ASSIGNMENT OF RENTS may be amended or modified from time to time,together with ell exhibits and schedules attached to this ASSIGNMENT OF RENTS from time to time. Borrower. The word"Borrower"means Dolphin International,LLC. Default. The word "Default" means the Default set forth In this Assignment in the section titled "Default". Event of Default. The words"Event of Default" mean any of the events of default set forth in this Assignment in the default section of this Assignment. Grantor. The word"Grantor"means Dolphin International,LLC. Guarantor. The word"Guarantor" means any guarantor,surety,or accommodation party of any or all of the Indebtedness. Guaranty. The word 'Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness' means all principal, Interest and late fees, and other amounts, costs and expenses payable under the Note or Related Documents, together with ell renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses Incurred by Lender to enforce Grantor's obligations under this Assignment, together with Interest on such amounts as provided in this Assignment. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Assignment. Lender. The word "Lender"means Bankers Trust Company,N.A.,its successors and assigns. Mortgage. The word "Mortgage" means this ASSIGNMENT OF RENTS between Grantor and Lender. Note. The word "Note" means the promissory note dated January 23, 2008, in the original principal amount of $7,300,000.00 from Grantor to Lender, together with all renewals of, -- extensions of, modifications of, refinancings of, consolidations of, and substitutions for the • promissory note or agreement. Property. The word "Property' means all of Grantor's right, title end interest in and to all the Property as described in the"Assignment"section of this Assignment. Ili ' �•— Related Documents. The words "Related Documents" mean all promissory notes, credit i•� i^ agreements, loan agreements, environmental agreements, guaranties, security agreements, I` ›V mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the '�� Indebtedness. -?-72,JRents. The word "Rents" means all of Grantor's present and future rights,title and interest in, to and under any and all present and future leases, including, without limitation, all rents, revenue, o income,issues,royalties, bonuses,accounts receivable, cash or security deposits,advance rentals, cam+ profits and proceeds from the Property, and other payments and benefits derived or to be derived from such leases of every kind end nature, whether due now or later, including without limitation Grantor's right to enforce such leases end to receive and collect payment and proceeds thereunder. E-FILED 2014 SEP 16 •:93,AM JOHNSON-CLERK OF DISTRICT COURT • ASSIGNMENT OF RENTS Loan No:6001358-9001 (Continued) Page 7 THE UNDERSIGNED ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT, AND NOT PERSONALLY BUT AS AN AUTHORIZED SIGNER,HAS CAUSED THIS ASSIGNMENT TO BE SIGNED AND EXECUTED ON BEHALF OF GRANTOR ON JANUARY 23,2008. GRANTOR ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS ASSIGNMENT OF RENTS AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT. GRANTOR: DOLPHIN INTERNATIONAL,LLC By:_ Vijay , hatt, Member/Manager of Dolphin International, LLC LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF )SS COUNTY OF On this aS/4d day of , A.D., 20 s f", before me, the undersigned Notary Public In said ty and State personally appeared Vtjay J. Bhatt, Member/Manager of Dolphin International,LLC,to me personally known,who being by me duly sworn, did say that he or she is a member or designated agent of said limited liability company, and that the instrument was signed and sealed on behalf of the limited liability company by authority of the limited liability company and the member or designated agent acknowledged the execution of the Instrument to be the voluntary act and deed of the limited liability company by It end by the member or designatedte agent voluntarily executed. ji-‘4.1(LRit A`�I` /J Notary Public In the State of�g-t�J%fin --- S'��`'; EOWINA McLEES r Canrmsetan Number 144860 ! _.. MY COMMISSION 1.0> r- L LASER PR-0 Lending, Ver. 5.39.00.008 Copr. Harland Financial Solutions, Inc. 1997, 2008. All Rights Reserved. -IA C:\CFI\LPL\G14.FC TR-16387 PR-20 END OF CASE FILE