EXHIBIT 10.11

Exhibit 10.11

**PROMISSORY NOTE **

FOR VALUE RECEIVED, the undersigned, PC Indiana Carmel LLC, an Indiana limited liability company ("Borrower"), promises to pay to the order of Academy Bank, N.A. (“Lender”), whose address is KC Tower, 1201 Walnut Street, Suite 1100, Kansas City, Missouri 64106, or at such other place as the Lender may designate to the Borrower in writing from time to time, the principal sum of Eight Million, Two Hundred Ten Thousandand no/100ths Dollars ($8,210,000.00), or so much thereof as may hereafter be disbursed hereunder, together with interest outstanding and unpaid, from the date of each advance of principal, at the interest rate which is described below (computed on the basis of a three hundred sixty (360) day year and charged on the actual number of days principal is outstanding).

1.  Interest Rate. The amount disbursed under this Note shall accrue interest at the fixed interest rate of six and twenty-five hundredths’ percent (6.25%) per annum for sixty (60) months. If, from any circumstance whatsoever, fulfillment of any provision of this Note or any other Loan Document at the time performance of such provision shall be due, shall involve exceeding any usury limit prescribed by law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligations to be fulfilled shall be reduced to allow compliance with such limit, and if, from any circumstance whatsoever, Lender shall ever receive as interest an amount which would exceed the highest lawful rate, the receipt of such excess shall be deemed a mistake and shall be canceled automatically or, if theretofore paid, such excess shall be credited against the principal amount of the indebtedness evidenced hereby to which the same may be lawfully credited, and any portion of such excess not capable of being so credited shall be immediately refunded to Borrower without interest.

2.  Payments. Borrower shall make payments according to the following paragraphs to Lender at its address appearing above or as later communicated to Borrower in writing, in accordance with the notice provisions in Article IV of the Mortgage, in immediately payable U.S. funds. All payments shall be first applied to Lender's fees, costs, and expenses which are reimbursable under the terms of this Note or any Loan Document (as defined below); then to accrued and unpaid interest; and finally to unpaid principal. If any payment due date is a Saturday, Sunday, or banking holiday in the State of Missouri, the due date of the payment shall automatically be extended to the next following banking business day.

If the Loan shall close and any principal is advanced hereunder prior to November 1, 2025, then interest accruing on the unpaid principal balance of this Note through and including October 31, 2025, shall be pre-paid in full upon execution of this Note.

Commencing December 1, 2025, and continuing on the first day of each calendar month thereafter, Borrower shall make monthly payments of principal and accrued interest, with such monthly principal payments in a fixed amount sufficient to fully repay the principal balance of the Loan over the amortization period of three hundred (300) months beginning on November 1, 2025 (“Amortization Period”).

Borrower shall make all escrow payments required by Lender pursuant to the Loan Documents.

On the Maturity Date, Borrower shall pay all outstanding principal, accrued and unpaid interest, late payment charges, and other amounts chargeable under this Note and the Loan Documents.

The "Maturity Date" of this Note shall be the earlier of: (a) October 1, 2030, or (b) the date on which Lender exercises its right to accelerate the debt evidenced by this Note upon the occurrence of an Event of Default (as set forth below) and expiration of any applicable cure period set forth in the Loan Documents.

3.   Loan Documents. This Note and the indebtedness evidenced hereby is executed in connection with the following documents executed by Borrower, the terms of which are incorporated herein by reference (together with this Note and the Guaranty referenced in Section 15 below, the “Loan Documents”):

4. Prepayment. The principal balance of this Note and any interest accrued thereon may be prepaid in whole or in part, at any regular monthly payment date after Borrower shall have first delivered to the holder hereof prior written notice of intent to prepay no less than thirty (30) days but no more than one hundred twenty (120) days prior to prepayment and upon payment of a premium equal to the following amounts: (a) two percent (2.0%) of outstanding principal balance being repaid at the time of prepayment beginning on the date hereof and through and including October __, 2027; and (b) one-percent (1.0%) of the outstanding principal balance being repaid at the time of prepayment beginning on October __, 2027 and through and including October__, 2029. Notwithstanding the foregoing, there will be no prepayment premium due for any prepayment made after October __, 2029. Borrower agrees not to send Lender payments marked paid in full without recourse or similar language. If Borrower sends such a payment, Lender may accept it without 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 Lender's address.

5. Late Charge. If any installment of principal and interest due hereunder, or if any amount due under any other Loan Document (e.g., taxes and insurance) is not paid within ten (10) days after the date such installment or payment is due (other than payment due on the Maturity Date), Lender may, at its option, collect a "late charge" to cover the expense of handling delinquent payments in an amount equal to five percent (5.0%) of the delinquent installment. Provided, if applicable state law increases the 10-day cure period, or prohibits such late charge, or caps such late charges at a rate lower than 5%, this provision shall be automatically modified to comply with applicable law. Under no circumstances shall Borrower’s liability for interest exceed the limits now imposed by the applicable usury law.

6. Application of Payments. Borrower shall make payments hereunder to Lender at its address appearing above or as later communicated to Borrower in writing, in immediately payable U.S. funds. All payments shall be first applied to Lender's fees, costs, and expenses which are reimbursable under the terms of this Note or any Loan Document; then to accrued and unpaid interest; and finally to unpaid principal. If any payment due date is a Saturday, Sunday, or banking holiday in the State of Missouri, the due date of the payment shall automatically be extended to the next following banking business day. Lender may, without notice to Borrower or any other person, accept one or more partial payments of any sums due or past due hereunder from time to time while an uncured Event of Default exists hereunder, after Lender accelerates the indebtedness evidenced hereby and/or after Lender commences enforcement of its remedies under the Loan Documents, without thereby waiving any Event of Default, rescinding any acceleration or waiving, delaying or forbearing in the pursuit of any remedies under the Loan Documents. Lender may endorse and deposit any check or other instrument tendered in connection with such a partial payment without thereby giving effect to or being bound by any language purporting to make acceptance of such instrument an accord and satisfaction of the indebtedness evidenced hereby.

7. Events of Default. Borrower shall be in default upon the occurrence of any of the following ("*Events of Default"): *

(a)  Borrower shall fail to pay any scheduled principal or interest payment due or the final payment due on the Maturity Date (other than an acceleration upon an Event of Default) under this Note within fifteen (15) days of when the same becomes due (but no notice is required of Lender), or Borrower shall fail to timely make any other payment due under this Note or the Mortgage when due and such payment remains unpaid for fifteen (15) days after written notice from Lender; or

(b)  If any fact or warranty made in the Loan Documents should prove to be untrue in any material respect (as reasonably determined by Lender) when made or continues to be untrue with Borrower's knowledge and Borrower fails to inform Lender, or in the event any financial statements submitted by Borrower or any Guarantor is false or misleading in any material respect, whether submitted prior to or after this Note; or

(c)  Failure or breach by Borrower or any Guarantor in the performance or observance of any provision, covenant or obligation of any Loan Documents (other than a failure to pay as stated in (a) above and other than for any other Event of Default specified herein) or any other agreement, lease, restrictive covenant, declaration, or security agreement encumbering the Premises or collateral that secured this Note, and such failure or breach continues for thirty (30) days after written notice from Lender, (or if the failure is such that the cure cannot be completed within said thirty (30) day period, failure by Borrower or any Guarantor to commence the cure within said thirty (30) day period and thereafter continue the cure with diligence and complete the cure within ninety (90) days after such written notice); or

(d)  The commencement by a third party to execute, levy, seize, foreclose, or attach of, on, or with respect to all or substantially all of the assets of Borrower or any Guarantor that is not dismissed within sixty (60) days; or

(e)  There is an adverse change in Borrower's business, including the ownership, management, and financial conditions, which in Lender's opinion, impairs any collateral or repayment of the debt owed, including, but not limited to, the liquidation, termination, dissolution, suspension of business operations, or failure of Borrower to operate its business in the ordinary course; or

(f)  Except for Permitted Encumbrances (as that term is defined in the Mortgage), the pledge, transfer, encumbrance, sale, conveyance, or grant of any direct interest in Borrower or any direct interest any of Borrower's profits or revenues to any party other than Lender, without the prior written consent of Lender; or

(g)  The occurrence of any of the following with respect to Borrower or Guarantor: (1) insolvency or admission of an inability to pay debts as they mature, (2) an assignment for the benefit of creditors in connection with bankruptcy or insolvency, (3) application for appointment or appointment by a court of any receiver, trustee, or for any assets owned by either, or (4) a petition is filed under United States Bankruptcy Code naming it as a debtor, or it is adjudicated a bankrupt or insolvent, or it institutes any action of bankruptcy, insolvency, reorganization, debt arrangement, composition, readjustment, liquidation, dissolution, or similar proceeding, or it shall file an answer admitting or not contesting the material allegations of a petition filed against it in any such proceedings, or shall seek or consent to or a-cquiesce in the appointment of any trustee, receiver or liquidator of Borrower or Guarantor or any material part of its properties (except, in the case of a petition filed against it, if the bankruptcy proceeding is dismissed within ninety (90) days after the petition is filed); or

(h)  Lender deems itself insecure, for any one or more of the following reasons, in its sole and unfettered discretion, with respect to the Borrower or any Guarantor: (1) repeated late payments or defaults under this Note or any Loan Document, (2) refusal to timely cooperate with the delivery of financial information required hereunder, (3) significant increases in borrowed debt, liabilities, or third party obligations or material and negative changes in the overall financial condition of Borrower or Guarantor which jeopardizes cash flow or increases the credit risk as determined by Lender; or

(i)  Failure or breach by Borrower in the performance or observance of any of its special purpose entity covenants as set forth in Borrower’s organizational documents and such failure or breach continues for thirty (30) days after written notice from Lender; or

(j)  Guarantor is no longer a member or manager, directly or indirectly, of Borrower, or Guarantor ceases to have ownership, management and voting control over Borrower; or

(k)  The termination or modification of any Lease (as defined in the Loan Documents) for any reason whatsoever, or the release of a Tenant (as defined in the Loan Documents) of its obligations under the Lease, without the prior written consent of Lender, which consent shall be in Lender’s sole and absolute discretion, except to the extent such termination, modification or release is required without Landlord consent under the Lease; or

(l)  Any breach of any material term or condition by Borrower of the Leases; or

(m)  Any breach of any material term or condition by any Tenant of the Subordination, Non-disturbance and Attornment Agreement or the Leases to the extent such breach results in termination of any Lease or rent payable by any Tenant is reduced or abated as a result; or

(n)  The filing of bankruptcy by Tenant and either (1) such bankruptcy is not dismissed within ninety (90) days or (2) Tenant does not assume its obligations under the Lease within one hundred twenty (120) days; or

(o)  The death of any Guarantor, unless within ninety (90) days after his death, his estate ratifies its guaranty obligations, and (i) a replacement Guarantor satisfactory to Lender in its sole discretion executes a new Guaranty, or (ii) Borrower makes a principal reduction in an amount reasonably required by Lender (provided such payment shall not be subject to the prepayment premium in this Note as long as the payment is not more than the amount required by Lender), or (iii) Lender is provided with additional collateral to secure this Note satisfactory to Lender in its sole discretion, or (iv) substantially all of the deceased Guarantor's assets transfer to another Guarantor by operation of law or other legal means; or

(p)  Except for Permitted Encumbrances, Borrower shall suffer, consent or permit any conveyance, sale, assignment, deed, transfer, lien, pledge, mortgage, or other encumbrance or alienation of the Premises or any part thereof without the prior written consent of the Lender; or

(q)  [reserved]; or

(r)  Borrower or Guarantor shall be dissolved, wound up or fail to maintain its legal existence; or

(s)  All or a substantial part of the Premises shall be damaged or destroyed or be taken under or pursuant to an action in eminent domain to the extent such damage, destruction or taking results in termination of any Lease or rent payable by any Tenant is reduced or abated as a result; or

(t)  Borrower shall abandon the Premises; or

(u)  There is an “Event of Default” under this Note or any Loan Documents.

8. Remedies. (a) It is hereby expressly agreed that upon an Event of Default: (i) the unpaid principal and any unpaid interest accrued thereon and any other indebtedness due hereunder, shall, at the option of the Lender, at once become due and payable and may be collected forthwith, regardless of the stipulated date of maturity, (ii) Lender shall be entitled to exercise any and all rights and remedies allowed by law and equity, or as allowed in any Loan Document, including without limitation, the right to offset any monies or accounts owed by Lender to Borrower, whether or not due, and (iii) Lender may execute and foreclose against the Property and any other collateral, if any, which secures this Note.

(b) Presentment for payment, demand, acceleration, protest and notice of demand, protest and non-payment are hereby waived by the Borrower. Waiver by Lender of any default by Borrower is not a waiver of any subsequent default. Lender shall have the absolute and unconditional right at all times to enforce all agreements of any kind or nature, present or future, between Lender and Borrower in strict accordance with the written terms of such agreements, notwithstanding any conduct, course of dealing or custom between the parties contrary to the specific terms of this Note and all documents concerning or securing this Note. Likewise, the failure to accelerate the debt evidenced hereby by reason of default and the payment of a monthly installment, or the acceptance of a past due installment, shall not be construed as a waiver of the right of Lender to thereafter insist upon strict compliance with the terms of this Note. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. If this Note be signed by more than one individual or entity, all such signatories shall be jointly and severally liable.

(c) Time is of the essence on this Note. If at any time or times Lender shall employ counsel in connection with execution, consummation or enforcement of this Note or any documents concerning or securing this Note, or if Lender is required to take any action in or with respect to any suit or proceeding relating to this Note or any document concerning or securing this Note or executed in connection herewith, or if Lender enforces its rights and remedies hereunder, whether before or after any default, or if Lender collects any of the indebtedness due hereunder, Borrower agrees to pay all out-of-pocket costs, expenses, charges, disbursements, and attorney's fees, including any out-of-pocket expenses, costs and charges relating thereto, and said amounts shall, to the extent allowed by law, be deemed part of the indebtedness due hereunder.

(d)  NO SETOFF OR COUNTERCLAIM OF ANY KIND CLAIMED BY ANY PERSON LIABLE UNDER THIS NOTE SHALL STAND AS A DEFENSE TO THE JUDICIAL ENFORCEMENT OF THIS NOTE AGAINST SUCH PERSON, IT BEING HEREBY SPECIFICALLY AGREED AND STIPULATED THAT ANY SUCH SETOFF OR COUNTERCLAIM SHALL BE MAINTAINED BY SEPARATE SUIT.

9. Default Rate. Upon the occurrence and during the continuation of any Event of Default by Borrower hereunder (following any applicable notice and cure period), the interest rate charged hereunder shall automatically increase to five percent (5.0%) per annum above and in addition to the rate of interest then in effect ("Default Rate"), without notice to Borrower or any other person. Collection of additional interest as a result of any increase of the interest rate charges hereunder to the Default Rate is for the purpose of reasonably compensating Lender for its additional costs and expenses (including but not limited to increased general overhead, disproportionate concentration of management resources on problem loans, and increased regulatory costs and costs of funds), all of which are difficult to establish precisely. Lender and Borrower agree that Lender's collection of any such additional interest is not a fine or penalty but is reasonable compensation to Lender for increased costs and expenses that Lender will incur as in the event of default hereunder. If any interest, costs, expenses, charges, disbursements and fees due hereunder or under any other Loan Document are not paid when due, all such sums shall become principal and shall bear interest at the Default Rate. Collection of interest at the Default Rate shall not limit or impair any rights and remedies of Lender hereunder or under the Loan Documents. If the interest rate charges hereunder increase to the Default Rate, then the monthly installments of principal and interest due hereunder shall be adjusted to an amount necessary to fully amortize, pay and satisfy the unpaid principal balance due as of the date the Default Rate becomes effective over a period equal to the then remaining term of this Note, the monthly payments shall be reset in the foregoing manner at the regular interest rate hereunder when the subject Event of Default no longer is in effect. The holder of this Note agrees to notify Borrower of such adjusted installments, but its failure to do so shall not invalidate any such adjustment.

10. Governing Law; Jurisdiction. This Note is intended to constitute a contract under and shall be governed by the laws of the State of Missouri, except to the extent it is necessary to apply the law of the State of Indiana in order to foreclose, execute or seize the Property or any collateral which secures this Note. Any litigation arising hereunder or relating to the indebtedness or any extensions made to the Borrower by Lender, or any obligation of Borrower to Lender relating thereto, shall be subject to the jurisdiction of any state or federal courts located in Jackson County, Missouri or Hamilton County, Indiana, as Lender may designate in its sole discretion, and in the absence of such designation the sites for jurisdiction and venue shall be in any state court located in Jackson County, Missouri or federal district court and division in which the aforesaid county is located. Any of the foregoing courts shall have personal jurisdiction over the Borrower and jurisdiction over matters arising under or out of the indebtedness evidenced by this Note. If the Borrower is not then present in Missouri, Lender may obtain service of process on the Borrower pursuant to any rule or statute governing service of process outside the State of Missouri. The Borrower waives any and all rights to contest said jurisdiction and venue and waives any right to commence any action against Lender in any jurisdiction except the aforesaid county.

11. **WAIVER OF JURY TRIAL.TO THE EXTENT ALLOWED BY APPLICABLE LAW, BORROWER AND LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS NOTE, THE COLLATERAL SECURING THE NOTE, ANY DOCUMENTS CONCERNING OR SECURING THIS NOTE OR THE RELATIONSHIP BETWEEN BORROWER AND LENDER. LENDER IS HEREBY GRANTED A POWER OF ATTORNEY TO FILE A COPY OF THIS NOTE IN ANY MISSOURI COURT PURSUANT TO §510.190 R.S. Mo., AND A COPY OF THIS NOTE SO FILED SHALL BE DEEMED TO CONSTITUTE THE UNDERSIGNED'S WAIVER OF TRIAL BY JURY IN ANY PROCEEDING. **

12. *DISCLOSURES. ORAL OR UNEXECUTED AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EX*TEND CREDIT OR TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THIS NOTE. TO PROTECT BORROWER AND LENDER FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED BY THE PARTIES COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN BORROWER AND LENDER, EXCEPT AS MAY BE LATER AGREED IN WRITING TO MODIFY IT. **

13. Miscellaneous. Should any provision or term hereof be or become in violation of any law, rule or regulation, w*hether local, *state or federal, such provision shall be deemed automatically amended to conform, to the extent possible without total waiver of such provision, to such law, and all other provisions hereof shall remain in full force and effect. As used herein, the terms "Borrower" and "Lender" shall be deemed to include their respective heirs, successors, legal representatives and assigns, whether voluntary by action of the parties or involuntary by operation of law. This Note is freely transferable and assignable by Lender, provided that written notice is provided to Borrower and such transfer is made in compliance with all applicable federal and state securities laws. Any reference to Lender herein shall be deemed to refer to any subsequent transferee of this Note at such time such subsequent transferee holds this Note. This Note may not be assigned or delegated by Borrower, whether by voluntary assignment or transfer, operation of law, or otherwise. In the event of typographical error, or inadvertent mistake in transcribing any word, amount or provision, or in the event this Note or any Loan Document does not reflect Lender's intent or the agreed upon terms, or if Lender makes an error in calculating payments herein, Borrower agrees to execute any and all documents, amendments, modifications or corrective documents as Lender requires in order for the loan documents to properly reflect the terms of the loan, to the extent the same does not increase Borrower’s obligations or decrease Borrower’s rights under the Loan Documents.

14. Bankruptcy. To the extent that any payment or payments to Lender and/or any payment or proceeds of any collateral received by Lender in reduction of the indebtedness evidenced hereby are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, to Borrower as a debtor in possession, or to a receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then the portion of the indebtedness evidenced hereby intended to have been satisfied by such payment or proceeds shall be revived and shall continue in full force and effect as if such payment or proceeds had never been received by Lender.

15. Guaranty. As a material inducement to Lender making this loan to Borrower, *Conrad B. Ivie (also known as Conrad Ivie) and Physicians Capital Management Corporation, a Maryland corporation **(each a “Guarantor”) have executed a Limited Guaranty ("Guaranty") on even date herewith to guarantee payment and performance of this Note and Borrower's obligations unde*r the Loan Documents.

16. Fees. Borrower shall pay a loan fee in the amount of $20,525.00 and a processing fee in the amount of $795.00 upon the execution of this Note.

17. Renewal. Borrower acknowledges and agrees that Lender has made no assurances or promises to Borrower regarding the renewal or extension of the maturity date without a principal reduction and satisfaction of such other conditions as Lender shall require in its sole discretion. Any such extension shall also be at Lender's sole discretion and Borrower represents it is not executing this Note with the hope or expectation of any such extension or renewal or any other oral promise or representation made by Lender.

18. Waiver and Covenants. Borrower waives all defenses in connection with repayment of this Note other than the defense of payment. Borrower waives any claim or defense based on lack of consideration. Borrower further waives any claim that it does not have authority to borrow the loan funds for the purposes described herein. Borrower acknowledges that it remains responsible and liable to Lender for the use or misuse of the loan proceeds by any person or entity and Borrower indemnifies, and holds Lender harmless for, from and against, all acts and omissions of the acts and omissions of its principals, members, contractors, agents, employees and representatives arising out of the use of the loan proceeds except to the extent of Lender’s gross negligence or willful misconduct. Borrower expressly agrees hereby to be jointly and severally bound, and jointly and severally: (i) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor, and notice of protest; (ii) except as expressly provided in the Loan Documents, waive any and all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default, or enforcement of the payment hereof or hereunder; (iii) waive any and all lack of diligence and delays in the enforcement of the payment hereof; (iv) agree that the liability of the Borrower and Guarantor, endorser or obligor shall be unconditional and without regard to the liability of any other person or entity for the payment hereof, and shall not in any manner be affected by any indulgence or forbearance granted or consented to by the Lender to any of them with respect hereto; (v) consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Lender with respect to the payment or other provisions hereof, and to the release of any security at any time given for the payment hereof, or any part thereof, with or without substitution, and to the release of any person or entity liable for the payment hereof; and (vi) consent to the addition of any and all other makers, endorsers, guarantors, and other obligors for the payment hereof, and to the acceptance of any and all other security for the payment hereof, and agree that the addition of any such makers, endorsers, guarantors or other obligors, or security shall not affect the liability of the Borrower, Guarantor, and all others now liable for all or any part of the obligations evidenced hereby. This provision is a material inducement for the Lender making the Loan to the Borrower.

19.  Expenses and Indemnification. Borrower shall pay all out-of-pocket costs and expenses actually incurred *by the Lender in connection *with the preparation of this Note and the Loan Documents, including, without limitation, attorneys' fees. Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other out-of-pocket costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses except to the extent of Lender’s gross negligence or willful misconduct. Borrower hereby authorizes Lender to charge any account of the Borrower with Lender for all sums due under this section. Borrower also agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an "Indemnified Party" or “Indemnified Parties” as the context may require) from and against any and all liabilities, obligations, losses, damages (excluding any punitive damages except to the extent payable to third parties), penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the fees of counsel for each Indemnified Party thereto), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender's rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between Borrower and Lender; provided, however, that Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party within ten (10) days of written demand, and failing timely payment, together with interest thereon at the Default Rate from the date due until paid by the Borrower to each applicable Indemnified Party, shall be added to the obligations of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this section shall survive the satisfaction and payment of this Note.

20.  Additional Loan Covenants. Borrower agrees to the following material covenants and conditions and acknowledges that the failure of any covenant or condition shall constitute an Event of Default under this Note and the Loan Documents:

(a) Borrower shall maintain a debt service coverage ratio (“DSCR”) of at least 1.15 to 1.00 (as determined by Lender) tested annually as of December 31 of each calendar year and beginning December 31, 2026, with respect to the Property. The cash flows generated by the Property must be sufficient, in Lender’s sole discretion, to service Borrower’s annual Loan payments at least 1.15 times. In the event Borrower is not in compliance with this covenant, Borrower shall pay down the loan balance to an amount sufficient to satisfy the applicable requirement within thirty (30) days after written demand by Lender, but shall not incur a prepayment premium as a result.The Bank will recast the principal and interest payments thereafter based on the remaining portion of the original amortization schedule. If Borrower fails to satisfy such requirement (following the thirty (30) day cure period set forth herein, this Note shall mature immediately and all outstanding principal, accrued interest, late payment charges, and other amounts chargeable under this Note and the Loan Documents shall be immediately due and payable.

(b) Notwithstanding anything to the contrary contained in the Loan Documents, Borrower shall deliver or cause to be delivered to Lender, the following information: (1) annual federal income tax returns for Borrower and each Guarantor within thirty (30) days of filing such returns with the Internal Revenue Service, (2) annual financial statements for each Borrower and Guarantor (or personal financial statement if Guarantor is an individual) by April 30 of the subsequent calendar year, (3) annual operating statement for the Property by April 30 of the subsequent year, and (4) any other information required under the Guaranty or Mortgage.

(c) As long as this Note remains outstanding, Borrower shall maintain all operating accounts with Lender with respect to the Property.

(Signature on Following Page)

THIS AGREEMENT IS A FINAL EXPRESSION OF THE AGREEMENT BETWEEN THE PARTIES AND SUCH WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR ORAL AGREEMENT OR OF A CONTEMPORANEOUS ORAL AGREEMENT BETWEEN THE PARTIES. NO UNWRITTEN ORAL CREDIT AGREEMENT BETWEEN THE PARTIES EXISTS. THERE ARE NO NON-STANDARD TERMS TO BE ADDED TO THIS AGREEMENT. Borrower's Initials: 4' Lender's Initials: ~ IN WITNESS WHEREOF, Borrower has executed this Note as of the date first above written. PC Indiana Carmel LLC, an Indiana limited lia 'lity company

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