PROMISSORY
NOTE
U.S.
$4,087,500.00 April 25, 2008
Seattle,
Washington
FOR VALUE
RECEIVED, EMERIKEYT FAIRWAYS OF AUGUSTA LLC, a Delaware limited
liability company ( “Borrower” ), hereby
promises to pay to the order of KEYBANK NATIONAL ASSOCIATION, a
national banking association ( “Lender”
), having an address at Key Healthcare Finance, 1301 Fifth Avenue,
23 rd
Floor, Mailcode: WA 31-13-2313,
Seattle, WA 98101, the principal sum of FOUR MILLION, EIGHTY SEVEN
THOUSAND, FIVE HUNDRED and NO/100 DOLLARS ($4,087,500.00), or so
much thereof as may be advanced from time to time, and interest
from the date hereof on the balance of principal from time to time
outstanding, in United States currency, at the rates and at the
times hereinafter described.
This Note is
issued by Borrower pursuant to that certain Loan Agreement of even
date herewith (the “Loan Agreement” )
entered into between Lender and Borrower and is the Note as defined
in the Loan Agreement. This Note evidences the Loan (as
defined in the Loan Agreement). Payment of this Note is
governed by the Loan Agreement, the terms of which are incorporated
herein by express reference as if fully set forth
herein. Capitalized terms used and not otherwise defined
herein shall have the meanings given to them in the Loan
Agreement.
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Interest . The principal amount hereof
outstanding from time to time shall bear interest until paid in
full at the Applicable Rate.
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Monthly
Payments . Interest only shall be payable in
arrears on the tenth (10 th )
day of each calendar month after the date hereof up to and
including the Maturity Date in the amount of all interest accrued
during the immediately preceding calendar month. In
addition to such monthly interest payments, on the tenth (10
th ) day of each calendar month during each
Extension Term, Borrower shall also make payments of principal in
the amount set out in the Loan Agreement. All payments
on account of the indebtedness evidenced by this Note shall be made
to Lender prior to the close of business on the day when due in
lawful money of the United States and shall be first applied to
late charges, costs of collection or enforcement and other similar
amounts due, if any, under this Note and any of the other Loan
Documents, then to interest due and payable hereunder and the
remainder to principal due and payable hereunder.
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Maturity
Date . The
indebtedness evidenced hereby shall mature on the Maturity
Date. On the Maturity Date, the entire outstanding
principal balance hereof, together with accrued and unpaid interest
and all other sums evidenced by this Note, shall, if not sooner
paid, become due and payable. The Maturity Date may be
extended on the terms and conditions set out in the Loan
Agreement.
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In the event
(i) the principal balance hereof is not paid when due whether by
acceleration or upon the Maturity Date or (ii) an Event of
Default exists, then the principal balance hereof shall bear
interest from and after the date when due at the Default
Rate. In addition, for any monthly installment
(exclusive of the payment due upon the Maturity Date or earlier
date if due by acceleration) which is not paid within five (5) days
after the due date thereof, a late charge equal to the greater of
(a) four percent (4%) of the amount of such installment or (b) $25
shall be due and payable to the holder of this Note on demand to
cover the extra expense involved in handling delinquent
payments.
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Borrower agrees
that the obligation evidenced by this Note is an exempt
transaction under the Truth-in-Lending Act, 15 U.S.C.
§ 1601, et seq .
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The parties
hereto intend and believe that each provision in this Note comports
with all applicable local, state and federal laws and judicial
decisions. However, if any provision or provisions, or
if any portion of any provision or provisions, in this Note is
found by a court of law to be in violation of any applicable local,
state or federal ordinance, statute, law, administrative or
judicial decision, or public policy, and if such court should
declare such portion, provision or provisions of this Note to be
illegal, invalid, unlawful, void or unenforceable as written, then
it is the intent of all partie
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