UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 29, 2021 (
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| (Address of Principal Executive Office) | (Zip Code) |
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On November 12, 2021, Assisted 4 Living, Inc., a Nevada corporation (the “Company”), entered into a guaranty agreement in connection with a loan made to its wholly-owned subsidiary, Assisted 4 Living Consulting, Inc. (“Borrower”) in the principal amount of $1,001,467 (the “Loan”). Pursuant to the terms of the guaranty agreement, the Company has unconditionally guaranteed the payment of all indebtedness, liabilities and obligations of every kind and nature of Borrower to the lender whether absolute or contingent, direct or indirect, due or to become due, heretofore or hereafter created, arising or existing including any additional advances or future advances, renewals or extensions without limitation as to amount. The Loan is evidenced by a promissory note and secured by a first mortgage lien on property that is owned by Borrower and serves as the Company’s corporate headquarters (the “Property”). Outstanding principal accrues interest at an annual rate of twelve percent (12%). Monthly payments in the amount of $10,014.67 commence on December 12, 2021 and continue on the same day of each month thereafter until the earlier of: (i) the closing date of the sale of the Property; or (ii) February 15, 2022, at which time the remaining principal balance, if any, is due and payable.
After the maturity date or due date of the promissory note, interest shall be charged on the respective principal amount remaining unpaid at a rate equivalent to the highest lawful rate or twenty-five percent (25%) per annum, whichever is less, until paid.
If any payment of principal or interest or both is more than five days late, Borrower agrees to pay lender a late charge equal to five percent (5.0%) of the payment.
The foregoing summary of the promissory note and the guaranty agreement are qualified in their entirety by reference to the full text of the secured promissory note, corporate guaranty agreement and mortgage which are attached hereto as Exhibit 10.1(a), 10.1(b) and 10.1(c), respectively, and incorporated herein by reference. You are urged to read said exhibits attached hereto in their entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
10.1(a)
|
Secured Promissory Note dated November 12, 2021 in the principal amount of $1,001,467 made by Assisted 4 Living Consulting, Inc. | |
10.1(b) |
Corporate Guaranty of Assisted 4 Living, Inc. dated November 12, 2021. | |
| 10.1(c) | Mortgage made November 12, 2021 by Assisted 4 Living Consulting, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: November 29, 2021 | ASSISTED 4 LIVING, INC. | |
| By: | /s/ Louis Collier | |
| Louis Collier, CEO & President | ||
Exhibit 10.1(a)
SECURED PROMISSORY NOTE
| $1,001,467.00 | November 12, 2021 |
FOR VALUE RECEIVED, Assisted 4 Living Consulting, LLC, a Florida limited liability company (“Borrower”), promises to pay to the order of the persons identified on the attached Exhibit A and their successors and assigns (together with successors and assigns, each referred to individually as “Lender,” and collectively as “Lenders”), the principal sum of ONE MILLION ONE THOUSAND FOUR HUNDRED SIXTY-SEVEN AND 00/100 DOLLARS ($1,001,467.00), in lawful money of the United States of America, and to pay interest on the principal amount remaining from time to time outstanding from the date hereof at a rate of TWELVE PERCENT (12.0%) per annum until the principal is paid in full. Interest shall be calculated based on a 30-day month, 360-day calendar year.
Commencing on December 12, 2021, and continuing on the same day of each month thereafter, Borrower shall pay to Lenders monthly payments of interest only in the aggregate amount of TEN THOUSAND FOURTEEN AND 67/100 DOLLARS ($10,014.67) until the Maturity Date, at which time, the remaining principal balance, if any, shall be due and payable. Interest and principal payments shall be made payable to each Lender at the address provided next to their respective signatures below and in the pro rata amount set forth in Exhibit A. For purposes of this Secured Promissory Note (this “Note”), the Maturity Date shall be the earlier of: (i) the closing date of the sale of the Property (defined below); or (ii) February 15, 2022.
This Note shall be secured by a second mortgage lien on 5115 SR 64 E., Bradenton, Florida 34208 (the “Property”).
After the Maturity Date or due date on this Note (whether at the stated maturity, by acceleration, or otherwise), interest shall be charged on the respective principal amount remaining unpaid at a rate equivalent to the highest lawful rate or twenty-five percent (25%) per annum, whichever is less, until paid (the “Default Rate”).
Notwithstanding the foregoing, however, in no event shall the interest charged exceed the maximum rate of interest allowed by applicable law, as amended from time to time. Lenders do not intend to charge any amount of interest, monthly renewal fee or other fees or charges in the nature of interest that exceeds the maximum rate allowed by applicable law. If any payment of interest or in the nature of interest hereunder, together with all other payments of interest or in the nature of interest, would cause the foregoing interest rate limitation to be exceeded, then such excess payment shall be credited as a payment of principal unless Borrower notifies Lenders in writing that Borrower wishes to have such excess sum returned, together with interest at the rate specified in Section 687.04(2), Florida Statutes, or any successor statute.
If any payment of principal or interest or both is more than five (5) days late, Borrower agrees to pay Lender a late charge equal to five percent (5.0%) of the payment (“Late Fee”). The provisions of this Note establishing a Late Fee shall not be deemed to extend the time for any payment due or to constitute a “grace period” giving Borrower a right to cure such default. Notwithstanding the foregoing, no Late Fee shall be owed as to the payment due on maturity, by acceleration, or otherwise.
DOCUMENTARY STAMP TAXES IN THE AMOUNT REQUIRED BY LAW
HAVE BEEN PAID TO THE FLORIDA DEPARTMENT OF REVENUE
BY THE BORROWER.
Each payment and prepayment by Borrower of principal or interest hereunder shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debt. If any payment of principal or interest hereunder becomes due and payable on a day other than a business day, the due date thereof shall be extended to the next succeeding business day, and, in the case of principal, interest shall be payable during the extension at the annual rate specified herein for the payment of interest before maturity.
Unless otherwise specified herein, payments of this Note shall be applied by Lenders first to interest and lawful charges then accrued, and then to principal, unless otherwise determined by Lenders in its their discretion.
Borrower shall be in Default under this Note if Borrower fails to pay principal, interest, or any other amount due under this Note and such failure continues beyond ten (10) days from the due date.
Lender shall have, in addition to the rights and remedies contained in this Note and any other related documents, all of the rights and remedies of a creditor and, to the extent applicable, of a secured party, now or hereafter available at law or in equity. Lender may, at its option, exercise any one or more of such rights and remedies individually, partially, or in any combination from time to time, including, to the extent applicable, before the occurrence of an Event of Default. No right, power, or remedy conferred upon Lender by the related documents shall be exclusive of any other right, power, or remedy referred to therein or now or hereafter available at law or in equity.
Without limiting the generality of the foregoing, if Default shall occur then Lender may declare the indebtedness owed to Lender by Borrower hereunder and any or all of any other indebtedness owed by Borrower to Lender, whether direct or indirect, contingent or certain, to be accelerated and due and payable at once, whereupon such indebtedness, together with interest thereon, shall forthwith become due and payable, all without presentment, demand, protest, or other notice of any kind from Lender, all of which are hereby expressly waived; and Lender may proceed to do other all things provided by law, equity, or contract to enforce its rights under such indebtedness and to collect all amounts owing to Lender.
All parties liable for the payment hereof agree to pay or reimburse Lender for all of its costs and expenses incurred in connection with the administration, supervision, collection, or enforcement of, or the preservation of any rights under, this Note or the obligation evidenced hereby, including without limitation, the fees and disbursements of counsel for Lender including attorneys’ fees out of court, in trial, on appeal, in bankruptcy proceedings, or otherwise. All parties liable for the payment hereof agree to promptly pay, indemnify, and reimburse Lender for, and hold Lender harmless against any liability for, any and all documentary stamp taxes, nonrecurring intangible taxes, or other taxes, together with any interest, penalties, or other liabilities in connection therewith, that Lender now or hereafter determines are payable with respect to this Note, the obligations evidenced by this Note, any advances under this Note, any guaranties of this Note, or any mortgages or other security instruments securing this Note. The foregoing obligations shall survive the payment of this Note and shall be secured by all collateral that secures this Note.
All notices, requests, and demands to or upon the parties hereto, shall be deemed to have been given or made when delivered by hand, or when deposited in the mail, postage prepaid by registered or certified mail, return receipt requested, addressed to the address shown in Exhibit A or such other address as may be hereafter designated in writing by one party to the other.
This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida, excluding those laws relating to the resolution of conflicts between laws of different jurisdictions.
| 2 |
In any litigation in connection with or to enforce this Note, any endorsement or guaranty of this Note, or any of the other related documents, Borrower irrevocably consents to and confers personal jurisdiction on the courts of the State of Florida or the United States courts located within the State of Florida, expressly waives any objections as to venue in any of such courts, and agrees that service of process may be made on Borrower by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to its address set forth herein (or otherwise expressly provided in writing). Nothing contained herein shall, however, prevent Lender from bringing any action or exercising any rights within any other state or jurisdiction or from obtaining personal jurisdiction by any other means available by applicable law.
In the event that any one or more of the provisions of this Note is determined to be invalid, illegal, or unenforceable in any respect as to one or more of the parties, all remaining provisions nevertheless shall remain effective and binding on the parties thereto and the validity, legality, and enforceability thereof shall not be affected or impaired thereby. If any such provision is held to be illegal, invalid, or unenforceable, there will be deemed added in lieu thereof a provision as similar in terms to such provision as is possible, that is legal, valid, and enforceable. To the extent permitted by applicable law, Borrower hereby waives any law that renders any such provision invalid, illegal, or unenforceable in any respect.
The singular shall include the plural and any gender shall be applicable to all genders when the context permits or implies
No delay or omission on the part of Lender in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy or of any other right or remedy and no single or partial exercise of any right or remedy shall preclude any other or further exercise of that or any other right or remedy. Presentment, demand, notice of nonpayment, notice of protest, protest, notice of dishonor and all other notices are hereby waived by Borrower.
All rights and remedies of Lender under this Note and under any other related documents are cumulative and are not exclusive of any rights and remedies provided by law or in equity, and may be pursued singularly, successively, together, and may be exercised as often as the occasion therefor shall arise. The warranties, representations, covenants, and agreements made herein and therein shall be cumulative except in the event of irreconcilable inconsistency, in which case the provisions of this Note shall control.
This Note may not be modified or amended nor shall any provision of it be waived except by a written instrument signed by the party against whom such action is to be enforced.
This Note shall be binding upon and inure to the benefit of Lenders and each of their respective successors and assigns, and shall be binding upon Borrower and its respective successors, and assigns; provided, however, that no rights or obligations of Borrower shall be assigned without the prior written consent of Lender. In the event Lender transfers or assigns its obligations hereunder, Lender shall be relieved of all liability therefor.
Time is of the essence in the performance of this Note.
Borrower and Lender (by its acceptance hereof) hereby knowingly, irrevocably, voluntarily, and intentionally waive any right to a trial by jury in respect of any litigation based on this Note or any other document executed in connection with this Note or arising out of, under, or in connection therewith, or any course of conduct, course of dealing, statements (whether oral or written), or actions of any party. This provision is a material inducement for Lender to enter into the transaction evidenced hereby.
| 3 |
IN WITNESS WHEREOF, Borrower has executed this Note as of the date first written above.
BORROWER:
Assisted 4 Living Consulting, LLC, a Florida limited liability company
| By: | /s/ Louis Collier | |
| Louis Collier, CEO & President |
Address:
5115 East State Road 64
Bradenton, Florida 34208
Email Address: LCollier@assisted4living.com
| 4 |
Agreed to and accepted:
LENDERS:
Excel Family Partners, LLLP,
a Florida limited liability limited partnership
| By: | /s/ Bruce Cassidy, Sr. | |
| Bruce Cassidy, Sr., Managing Partner |
Address:
103 Plaza Drive Suite B
St Clairsville, Ohio 43950
Email Address: bcassidysr@yahoo.com
| /s/ Roger Tichenor | |
| Roger Tichenor |
Address:
19407 Newlane Place
Bradenton, Florida 34202
Email Address: rogeratichenor@gmail.com
| /s/ Jeffery Bahnsen | |
| Jeffery Bahnsen |
Address:
671 SW Elm Tree Ln
Boca Raton, Florida 33486
Email Address: bahnsenj@comcast.net
EXHIBIT A
| Lender | Principal Amount | Pro Rata Percentage | ||||||
| Excel Family Partners, LLLP | $ | 601,400 | 60 | % | ||||
| Roger Tichenor | $ | 300,000 | 30 | % | ||||
| Jeffery Bahnsen | $ | 100,067 | 10 | % | ||||
| Total | $ | 1,001,467 | 100 | % | ||||
Exhibit 10.1(b)
CORPORATE GUARANTY
For and in consideration of the extension of credit in the aggregate amount of $1,001,467 by Excel Family Partners, LLLP (as to a 60% interest or $601,400), Roger Tichenor (as to a 30% interest or $300,000) and Jeffery Bahnsen (as to a 10% interest or $100,067) (collectively referred to as “Lender”) to Assisted 4 Living Consulting, LLC, a Florida limited liability company (“Borrower”) and for other good and valuable consideration, the undersigned hereby unconditionally guarantee(s) to Lender the payment of all indebtedness, liabilities and obligations of every kind and nature of Borrower to Lender whether absolute or contingent, direct or indirect, due or to become due, heretofore or hereafter created arising or exiting including any additional advances or future advances, renewals or extensions (all hereinafter referred to as the “Indebtedness”) without limitation as to amount, and the undersigned hereby represents, covenants and agrees with Lender as follows:
1. The within guaranty is a continuing and collateral guaranty independent of and in addition to any other security collateral, endorsement or guaranty held by Lender for the Indebtedness or any part thereof.
2. The liability of the undersigned shall not be impaired, altered or otherwise affected by any renewal, modification, compromise or discharge or the Indebtedness or any part thereof. The liability hereunder of the undersigned, shall be direct, immediate and absolute and shall not be conditional or contingent upon the pursuit, exercise or prosecution by Lender of any other remedy or remedies whatsoever and Lender shall have and may exercise against the undersigned any and all remedies that it might against a principal debtor upon a past due liquidated obligation. The records of Lender shall be conclusive with respect to the amounts, times and places of delivery of any and all merchandise and the balance due and owing to Lender by said Borrower. Any evidence admissible in an action against the Borrower shall be admissible in an action against the undersigned on this guaranty.
3. Presentment for payment, demand, protest, and notice of protest and non-payment to the undersigned, to Borrower and to all other persons of bills, notes, checks, drafts, trade acceptances and other orders and promises for the payment of money, notice of the acceptance of this guaranty, notice of extension of credit and making of advances hereunder, and notice of default hereunder are and each and all of them are hereby waived by the undersigned.
4. The undersigned hereby agree to pay Lender all costs and expenses, including reasonable attorney’s fees, which it may incur in attempting to collect from Borrower or the undersigned in the enforcement of this guaranty.
5. Lender agrees that it will, upon written request, furnish to the undersigned a complete statement of the amount of the Indebtedness covered by this guaranty and then unpaid.
6. In the event of any bankruptcy proceeding filed by or against Borrower, the undersigned agree that Lender may immediately proceed against the undersigned. If a payment or return of merchandise by Borrower to Lender made on account of this Indebtedness hereby guaranteed is voided as a preferential transfer in a bankruptcy proceeding, the liability of the undersigned under this guaranty shall be increased by the amount of such voided transfer or payment.
7. This guaranty shall be binding upon the undersigned and his respective heirs, executors, administrators, legal representatives, successors and assigns.
8. This guaranty constitutes the entire agreement between the undersigned and Lender with respect to the Indebtedness and the within guaranty. There are no oral representations, understandings or warranties. This guaranty may not be terminated except as hereunder provided and cannot be changed or modified except by written agreement duly executed by the undersigned and Lender. This guaranty and all of the rights and duties of Lender and the undersigned shall be governed by and interpreted in accordance with the laws of the State of Florida.
9. This guaranty shall not be made ineffective or unenforceable by virtue of a finding that any individual provision hereof is invalid or in conflict with any law or regulation of any state of the United States. If any provision is found to be invalid, the remainder of this guaranty shall continue in full force and effect.
In Witness Whereof, the undersigned has caused this guaranty to be executed this 12th day of November, 2021.
Assisted 4 Living, Inc.,
a Nevada corporation,
| By: | /s/ Louis Collier | |
| Louis Collier, CEO & President |
Exhibit 10.1 (c)
THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS $1,001,467.00, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE.
Prepared by:
Jeffery Bahnsen
Bahnsen Legal Group, PLLC
671 SW Elm Tree Ln
Boca Raton, FL 33486
________________________________(Space Above This Line For Recording Data)_____________________________
MORTGAGE
THIS MORTGAGE (“Security Instrument”), made this 12th day of November, 2021, by Assisted 4 Living Consulting, LLC, a Florida limited liability company formerly known as Trillium Healthcare Consulting, LLC, a Florida limited liability company (“Borrower”).
This Security Instrument is given to Excel Family Partners, LLLP (as to a 60% interest or $601,400) whose address is: 103 Plaza Drive Suite B, St. Clairsville, Ohio 43950; Roger Tichenor (as to a 30% interest or $300,000) whose address is: 19407 Newlane Place, Bradenton, Florida 34202; and Jeffery Bahnsen (as to a 10% interest or $100,067) whose address is: 671 SW Elm Tree Ln Boca Raton, Florida 33486 (collectively referred to as “Lender”).
Borrower owes Lender the principal sum of One Million One Thousand Four Hundred Sixty-Seven and 00/100 Dollars (U.S. $1,001,467.00).
This debt is evidenced by Borrower’s Promissory Note (“Note”) dated the same date as this Security Instrument, which provides for interest only monthly payments, with the full debt, if not paid earlier, due and payable on the earlier of: (a) the closing date of the sale of the property which is the subject of this mortgage; or (b) February 15, 2022.
This Security Instrument secures to Lender: (a) the repayment of the debt evidenced by the Note, with interest, and all renewals, extensions and modifications of the Note; (b) the payment of all other sums, with interest, advanced under paragraph 7 to protect the security of this Security Instrument; and (c) the performance of Borrower’s covenants and agreements under this Security Instrument and the Note. For this purpose, Borrower does hereby mortgage, grant and convey to the Lender the following described property located in Manatee County, Florida:
Lot 1, 64 CENTER EAST, a Commercial Subdivision, according to the plat thereof, as recorded in Plat Book 42, Page 120, of the Public Records of Manatee County, Florida.
Which have the address of 5115 SR 64 E, Bradenton, Florida 34208 (“Property Address”);
TOGETHER with all the improvements now or hereafter erected on the property; all permits, applications, approvals and/or authorizations from governmental agencies, associations or others for the erection of improvements on the property; and all easements, appurtenances and fixtures now or hereafter a part of the property; and,
TOGETHER with all and singular tenements, hereditaments, easements, riparian and littoral rights, and appurtenances thereunto belonging or in any wise appertaining, whether now owned or hereafter acquired by Borrower and including all rights of ingress and egress to and from adjoining property (whether such rights now exist or subsequently arise) together with the reversion or reversions, remainder or remainders, rents, issues and profits thereof; and also all the estate, right, title, interest, homestead, dower, right of dower, elective share, separate estate, property, possession, claim and demand whatsoever of Borrower of, in and to the same
and of, in and to every part and parcel thereof.
All of the foregoing is referred to in this Security Instrument as the “Property.”
BORROWER COVENANTS that Borrower is lawfully seized of the estate hereby conveyed and has the right to mortgage, 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.
| Page 1 of 5 |
Borrower and Lender covenant and agree as follows:
1. Payment of Interest Only and Late Charge. Borrower shall pay when due payments of interest only, the debt evidenced by the Note and late charges due under the Note.
2. Monthly Payments of Taxes, Insurance and Other Charges. No Escrow Accounts will be established. Borrower to pay all taxes, insurance and other charges when due.
3. Application of Payments. All payments under paragraphs 1 and 2 shall be applied by Lender as follows:
First, to interest due under the Note;
Second, to late charges due under the Note.
4. Fire, Flood, Hazard and Liability Insurance. Borrower will carry a minimum of $1,000,000.00 Comprehensive General Liability.
Borrower shall insure all improvements on the Property against any hazards, casualties, and contingencies, including fire for a minimum of the cost to replace the structures. All insurance shall be carried with companies approved by Lender. The insurance policies and any renewals shall be held by Lender and shall include loss payable clauses in favor of, and in a form acceptable to, Lender.
In the event of loss, Borrower shall give Lender immediate notice by mail. Lender may make proof of loss if not made promptly by Borrower. Each insurance company concerned is hereby authorized and directed to make payment for such loss directly to Lender, instead of to Borrower and to Lender jointly. All or any part of the insurance proceeds may be applied by Lender, at its option, either (a) to the reduction of the indebtedness under the Note and this Security Instrument, first to any delinquent amounts applied in the order in paragraph 3, and then to prepayment of principal, or (b) to the restoration or repair of the damaged Property. Any application of the proceeds to the principal shall not extend or postpone the due date of the monthly payments which are referred to in paragraph 2, or change the amount of such payments. Any excess insurance proceeds over an amount required to pay all outstanding indebtedness under the Note and this Security Instrument shall be paid to the entity legally entitled thereto.
In the event of foreclosure of this Security Instrument or other transfer of title to the Property that extinguishes the indebtedness, all right, title and interest of Borrower in and to insurance policies in force shall pass to the foreclosure purchaser.
5. Preservation, Maintenance and Protection of the Property. Borrower shall not commit waste or destroy damage or substantially change the Property or allow the Property to deteriorate, reasonable wear and tear excepted. Lender may inspect the Property if the Property is vacant or abandoned or the loan is in default. Lender may take reasonable action to protect and preserve such vacant or abandoned Property. Borrower shall also be in default if Borrower, during the loan application process, gave materially false or inaccurate information or statements to Lender (or failed to provide Lender with any material information) in connection with the loan evidenced by the Note.
6. Condemnation. The proceeds of any award or claim for damages, direct or consequential, in connection with any condem-nation or other taking of any part of the Property, or for conveyance in place of condemnation, are hereby assigned and shall be paid to Lender to the extent of the full amount of the indebtedness that remains unpaid under the Note and this Security Instrument. Lender shall apply such proceeds to the reduction of the indebtedness under the Note and this Security Instrument, first to any delinquent amounts applied in the order provided in paragraph 3, and then to prepayment of principal. Any application of the proceeds to the principal shall not extend or postpone the due date of the monthly payments, which are referred to in paragraph 2, or change the amount of such payments. Any excess proceeds over an amount required to pay all outstanding indebtedness under the Note and this Security Instrument shall be paid to the entity legally entitled thereto.
7. Charges to Borrower and Protection of Lender’s Rights in the Property. Borrower shall pay all governmental or municipal charges, fines and impositions that are not included in paragraph 2. Borrower shall pay these obligations on time directly to the entity which is owed the payment. If failure to pay would adversely affect Lender’s interest in the Property, upon Lender’s request Borrower shall promptly furnish to Lender receipts evidencing these payments.
If Borrower fails to make these payments or the payments required by paragraph 2, or fails to perform any other covenants and agreements contained in this Security Instrument, or there is a legal proceeding that may significantly affect Lender’s rights in the Property (such as a proceeding in bankruptcy, for condemnation or to enforce laws or regulations), then Lender may do and pay whatever is necessary to protect the value of the Property and Lender’s rights in the Property, including payment of taxes, hazard insurance and other items mentioned in paragraph 2.
Any amounts disbursed by Lender under this paragraph shall become additional debt of Borrower and be secured by this Security Instrument. These amounts shall bear interest from the date of disbursement, at the Note rate, and at the option of Lender, shall be immediately due and payable.
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 acceptable to Lender; (b) contests in good faith the lien by, or defends against enforcement of the lien in, legal proceedings which in the Lender’s opinion operate to prevent the enforcement of the lien; 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 may attain priority over this Security Instrument, Lender may give Borrower a notice identifying the lien. Borrower shall satisfy the lien or take one or more of the actions set forth above within 10 days of the giving of notice.
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8. Fees. Lender may collect fees and charges pursuant to paragraph 7 and for late payments.
9. Grounds for Acceleration of Debt.
(a) Default. Lender may, in the case of payment defaults, require immediate payment in full of all sums secured by this Security Instrument if:
(i) Borrower defaults by failing to pay in full any monthly payment required by this Security Instrument or due under the Note and such failure continues beyond ten (10) days from the due date., or
(ii) Borrower defaults by failing, for a period of ten days after written notice from Lender, to perform any other obligations contained in this Security Instrument.
(b) Sale Without Lender Approval. Lender shall require immediate payment in full of all sums secured by this Security Instrument if all or part of the Property, or a beneficial interest in a trust owning all or part of the Property, is sold or otherwise transferred (other than by devise or descent), and
(c) No Waiver. If circumstances occur that would permit Lender to require immediate payment in full, but Lender does not require such payments, Lender does not waive its rights with respect to subsequent events.
10. Reinstatement. Borrower has a right to be reinstated if Lender has required immediate payment in full because of Borrower’s failure to pay an amount due under the Note or this Security Instrument. This right applies even after foreclosure proceedings are instituted. To reinstate the Security Instrument, Borrower shall tender in a lump sum all amounts required to bring Borrower’s account current including, to the extent they are obligations of Borrower under this Security Instrument, foreclosure costs and reasonable and customary attorneys’ fees and expenses properly associated with the foreclosure proceeding. Upon reinstatement by Borrower, this Security Instrument and the obligations that it secures shall remain in effect as if Lender had not required immediate payment in full. However, Lender is not required to permit reinstatement if: (i) Lender has accepted reinstatement after the commencement of foreclosure proceedings within two years immediately preceding the commencement of a current foreclosure proceeding, (ii) reinstatement will preclude foreclosure on different grounds in the future, or (iii) reinstatement will adversely affect the priority of the lien created by this Security Instrument.
11. Borrower Not Released; Forbearance By Lender Not a Waiver. Extension of the time of payment or modification of amortization of the sums secured by this Security Instrument granted by Lender to any successor in interest of Borrower shall not operate to release the liability of the original Borrower or Borrower’s successor in interest. Lender shall not be required to commence proceedings against any successor in interest or 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 Borrower’s successors in interest. Any forbearance by Lender in exercising any right or remedy shall not be a waiver of or preclude the exercise of any right or remedy.
12. Successors and Assigns Bound; Joint and Several Liability; Co-Signers. The covenants and agreements of this Security Instrument shall bind and benefit the successors and assigns of Lender and Borrower, subject to the provisions of paragraph 9(b). Borrower’s covenants and agreements shall be joint and several. Any Borrower who co-signs this Security Instrument but does not execute the Note: (a) is co-signing this Security Instrument only to mortgage, grant and convey that Borrower’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 may agree to extend, modify, forbear or make any accommodations with regard to the terms of this Security Instrument or the Note without that Borrower’s consent.
13. Notices. Any notice to Borrower provided for in this Security Instrument shall be given by delivering it or by mailing it by first class mail unless applicable law requires use of another method. The notice shall be directed to the Property Address or any other address Borrower designates by notice to Lender. Any notice to Lender shall be given by first class mail to Lender’s address stated herein or any address Lender designates by notice to Borrower. Any notice provided for in this Security Instrument shall be deemed to have been given to Borrower or Lender when given as provided in this paragraph.
14. Governing Law; Severability. This Security Instrument shall be governed by the laws of Florida and the local laws of the jurisdiction in which the Property is located. 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. To this end the provisions of this Security Instrument and the Note are declared to be severable.
15. Borrower’s Copy. Borrower shall be given one conformed copy of the Note and of this Security Instrument.
16. Hazardous Substances. Borrower shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances on or in the Property. Borrower shall not do, nor allow anyone else to do, anything affecting the Property that is in violation of any Environmental Law. 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.
Borrower shall promptly give Lender written notice of 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. If Borrower learns, or is notified by any governmental or regulatory authority, that any removal or other remediation of any Hazardous Substances affecting the Property is necessary, Borrower shall promptly take all necessary remedial actions in accordance with Environmental Law.
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As used in this paragraph 16, “Hazardous Substances” are those substances defined as toxic or hazardous substances 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. As used in this paragraph 16, “Environmental Law” means federal laws and laws of the jurisdiction where the Property is located that relate to health, safety or environmental protection.
17. Assignment of Rents. Borrower unconditionally assigns and transfers to Lender all the rents and revenues of the Property. Borrower authorizes Lender or Lender’s agents to collect the rents and revenues and hereby directs each tenant of the Property to pay the rents to Lender or Lender’s agents. However, prior to Lender’s notice to Borrower of Borrower’s breach of any covenant or agreement in the Security Instrument and Borrower’s failure to cure within the applicable grace period or cure period, Borrower shall have the right to collect and receive all rents and revenues of the Property. This assignment of rents constitutes an absolute assignment and not an assignment for additional security only.
If Lender gives notice of breach to Borrower: (a) all rents received by Borrower shall be held by Borrower as trustee for benefit of Lender only, to be applied to the sums secured by the Security Instrument; (b) Lender shall be entitled to collect and receive all of the rents of the Property; and (c) each tenant of the Property shall pay all rents due and unpaid to Lender or Lender’s agent on Lender’s written demand to the tenant.
Borrower has not executed any prior assignment of the rents and has not and will not perform any act that would prevent Lender from exercising its rights under this paragraph 17.
Lender shall not be required to enter upon, take control of or maintain the Property before or after giving notice of breach to Borrower. However, Lender or a judicially appointed receiver may do so at any time there is a breach. Any application of rents shall not cure or waive any default or invalidate any other right or remedy of Lender. This assignment of rents of the Property shall terminate when the debt secured by the Security Instrument is paid in full.
18. Foreclosure Procedure. If Lender requires immediate payment in full under paragraph 9, Lender may foreclose this Security Instrument by judicial proceeding. Lender shall be entitled to collect all expenses incurred in pursuing the remedies in this paragraph 18, including, but not limited to, reasonable attorneys’ fees and costs of title evidence.
19. Release. Upon payment of all sums secured by this Security Instrument, Lender shall release this Security Instrument. Borrower shall pay any recordation costs and Lender’s cost to prepare documents for recordation.
20. Attorneys’ Fees. As used in this Security Instrument and the Note, “attorneys’ fees” shall include any attorneys’ fees awarded by an appellate court.
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BY SIGNING BELOW, Borrower accepts and agrees to the terms contained in this Security Instrument and in any rider(s) executed by Borrower and recorded with it.
| BORROWER: | |||
| Assisted 4 Living Consulting, LLC, | |||
| WITNESSES: | a Florida limited liability company | ||
| By: | /s/ Louis Collier | ||
| /s/ John Krusoe | Louis Collier as the CEO & President | ||
| Witness Printed Name: | John A. Krusoe | ||
| /s/ Diane Harden | |||
| Witness Printed Name: | Diane Harden | ||
STATE OF FLORIDA
COUNTY OF MANATEE
The foregoing instrument was acknowledged before me by means of [X] physical presence or [ ] online notarization this 12th day of November, 2021 by Louis Collier as the Chief Executive Officer & President of Assisted 4 Living Consulting, LLC, a Florida limited liability company, who is personally known to me or who has produced ____ as identification.
| (Seal) | /s/ Janet Huffman |
| Janet Huffman | |
| Notary Public |
| Page 5 of 5 |
Cover |
Nov. 12, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 12, 2021 |
| Entity File Number | 333-226979 |
| Entity Registrant Name | Assisted 4 Living, Inc. |
| Entity Central Index Key | 0001719435 |
| Entity Tax Identification Number | 82-1884480 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 5115 East SR 64 |
| Entity Address, City or Town | Bradenton |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 34208 |
| City Area Code | (855) |
| Local Phone Number | 668-3331 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
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