PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned EMERIVENT BRIGHTON LLC , a Delaware limited liability company, having an address at 3131 Elliott Avenue, Suite 500, Seattle, WA 98121 ( “Borrower” ), hereby promises to pay to the order of CAPMARK BANK , a Utah industrial bank, having an address at 6955 Union Park Center, Suite 330, Midvale, Utah 84047, together with its successors and assigns or, if this Note has then been endorsed “to bearer,” to the bearer of this Note (collectively the “Lender” ), at Lender’s said address or at such other place or to such other person as may be designated in writing to Borrower by Lender, the principal sum of Fourteen Million Five Hundred Eighty-Seven Thousand Five Hundred and 00/100 Dollars ($14,587,500) (the “Loan” ), together with interest on the unpaid balance thereof at the rate hereinafter set forth. Capitalized terms used herein without definition shall have the meaning given to such terms in the Loan Agreement (defined herein).

ON THE TERMS AND SUBJECT TO THE CONDITIONS which are hereinafter set forth:

Section 1.   Interest Rate .

1.1   Initial Note Rate .    Interest shall accrue on the outstanding principal balance of the Loan from and after the date hereof (“ Closing Date ”) at the rate of 6.75% per annum (“ Initial Note Rate ”).  If the Loan is funded on a date other than the first (1st) day of a calendar month, Borrower shall pay to Lender at the time of funding of the Loan an interest payment calculated by multiplying (i) the number of days from and including the Closing Date to (and including) the last day of the current month by (ii) the Initial Note Rate calculated based on a 360 day year and paid for the actual number of days elapsed for any whole or partial month in which interest is being calculated.

1.2   Calculation Basis; Interest Accrual Period .  Interest on the outstanding principal balance of the Loan shall be calculated utilizing a 360 day year and paid for the actual number of days elapsed for any whole or partial month in which interest is being calculated.  The interest rate on the outstanding principal balance hereof from time to time shall be adjusted on the dates (each being a “Rate Adjustment Date”) described in this paragraph.  The first Rate Adjustment Date shall be January 1, 2009, and subsequent Rate Adjustment Dates shall fall on the first day of each subsequent one month anniversary thereafter.  The first payment adjustment date shall be February 1, 2009, and subsequent payment adjustment dates shall fall on the first day of each calendar month thereafter during the term of the Loan.  As used herein, “Interest Accrual Period” shall mean the period beginning on the 1 ^st day of a month through the end of such month.

1.3   Default Interest Rate .  If Borrower fails to make any payment of principal, interest or fees on the date on which such payment becomes due and payable whether at maturity or by acceleration, or if an Event of Default exists, the Note Rate then payable on the Loan shall immediately increase to the Note Rate plus five hundred (500) basis points (the “ Default Rate ”) and shall continue to accrue at the Default Rate until full payment of all amounts then due is

received or such Event of Default is cured or waived in writing by Lender.  Interest at the Default Rate shall also accrue on any judgment obtained by Lender in connection with collection of the Loan or enforcement of any obligations due under the Loan Documents until such judgment is paid in full.

1.4   Note Rate and Note Rate Adjustment Dates .  The “Note Rate” shall mean an interest rate which is the average of London Interbank Offered Rates ( “LIBOR” ), in U.S. dollar deposits, for a term of one month (but in no event less than two and three-quarters percent (2.75%)) determined solely by Lender on each Note Rate Adjustment Date (defined below) plus four hundred basis points (4.00%) (“ Margin ”); provided that in no event shall the Note Rate be less than six hundred seventy-five (675) basis points (6.75%).   On each Note Rate Adjustment Date, Lender will obtain the close-of-business LIBOR from “Page 3750” on the Telerate Service (or such other page as may replace Page 3750 on that service) on the Note Rate Adjustment Date.  If Telerate Service ceases publication or ceases to publish LIBOR, Lender shall select a comparable publication to determine the LIBOR and provide notice thereof to Borrower.  LIBOR may or may not be the lowest rate based upon the market for U.S. dollar deposits in the London Interbank Eurodollar Market at which Lender prices loans on the date on which LIBOR is determined by Lender as set forth above.  Adjustments to the Note Rate in connection with changes in LIBOR shall be made two (2) Business Days prior to the beginning of any Interest Accrual Period (each “ Note Rate Adjustment Date ”) except than the Initial Note Rate shall be determined two (2) Business Days prior to the Closing Date.

1.5   Adjustments due to Calculation Errors .  This Note shall bear interest at the Initial Note Rate and Note Rate as determined in accordance with the provisions hereof; provided, however, that, if Lender at any time determines, in the sole but reasonable exercise of its discretion that it has miscalculated the amount of the monthly payment of principal and/or interest (whether because of a miscalculation of the Initial Note Rate, the Note Rate or otherwise), Lender shall give written notice to Borrower of the corrected amount of such monthly payment (and the corrected amount of the Initial Note Rate or Note Rate, as and if applicable) and (a) if the corrected amount of such monthly payment represents an increase thereof, Borrower shall, within ten (10) calendar days after the date of such notice, pay to Lender any sums that Borrower would have otherwise been obligated under this Note to pay to Lender had the amount of such monthly payment not been miscalculated or (b) if the corrected amount of such monthly payment represents a decrease thereof, and Borrower is not otherwise in breach or default under any of the terms and provisions of the Note, the Loan Agreement of even date herewith by and between Borrower and Lender (as it may be amended, the “Loan Agreement”) or any of the other Loan Documents, Borrower shall, within ten (10) calendar days thereafter be paid the sums that Borrower would not have otherwise been obligated to pay to Lender had the amount of such monthly payment not been miscalculated.

1.6   LIBOR Unascertainable .  Lender’s obligation to maintain interest based on LIBOR shall be suspended and the Note Rate shall be based on the Interest Rate Index (plus Margin) upon Lender’s determination, in good faith, that adequate and reasonable means do not exist for ascertaining LIBOR or that a contingency has occurred which materially and adversely affects the London Interbank Eurodollar Market at which Lender prices loans (which determination by Lender shall be conclusive and binding on Borrower in the absence of manifest error).  Computation of the Note Rate based on the Interest Rate Index shall continue until

Lender determines that the circumstances giving rise to Lender’s substitution of the Interest Rate Index for LIBOR no longer exists and Lender shall promptly notify Borrower of such determination.  For purposes hereof “ Interest Rate Index ” shall mean the weekly average yield on United States Treasury Securities adjusted to a constant maturity of one year, as made available by the Federal Reserve Board forty-five (45) days prior to each Note Rate Adjustment Date.

1.7   Adjustment for Impositions on Loan Payments .  All payments made by Borrower under this Note and the other Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, and all liabilities with respect thereto, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions, withholdings and liabilities, collectively, “ Applicable Taxes ”).  If Borrower shall be required by law to deduct any Applicable Taxes from or in respect of any sum payable hereunder to Lender, the following shall apply: (i) Borrower shall make all such required deductions and shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law and (ii) the sum payable to Lender shall be increased in an amount determined by Lender in its sole discretion, as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 1.7), Lender receives an amount equal to the sum Lender would have received had no such deductions been made.  Payments made pursuant to this Section 1.7 shall be made within ten (10) Business Days after Lender makes written demand therefore.

1.8   Increased Costs of Maintaining Interest .  Borrower shall pay to Lender all Funding Losses incurred from time to time by Lender upon demand.  Lender shall deliver to Borrower a statement for any such sums to which Lender is entitled to receive pursuant to this Section 1.8, which statement shall be binding and conclusive absent manifest error.  Payment of Funding Losses hereunder shall be in addition to any obligation to pay any other fee in circumstances where such fee(s) would be due and owing under the Loan Documents.  For purposes hereof, “ Funding Losses ” shall mean the reduction of any amounts received or receivable from Borrower, in either case, due to the introduction of, or any change in, law or applicable regulation or treaty (including the administration or interpretation thereof), whether or not having the force of law, or due to the compliance by Lender with any directive, whether or not having the force of law, or request from any central bank or domestic or foreign governmental authority.

1.9   Acceleration .  Notwithstanding anything to the contrary contained herein, if Borrower is prohibited by law from paying any amount due to Lender under Section 1.7 or Section 1.8 hereof, Lender may elect to declare the unpaid principal balance of the Loan, together with all unpaid interest accrued thereon and any other amounts due hereunder, due and payable within one hundred twenty (120) days of Lender’s written notice to Borrower and no Exit Fee (defined in Section 5 below) shall be due in such event.  Lender’s delay or failure in accelerating the Loan upon the discovery or occurrence of an event under Section 1.7 or Section 1.8 shall not be deemed a waiver or estoppel against the exercise of such right.

Section 2.   Note Payments and Prepayment Rights .

2.1   Note Payments and Payment Dates .  Commencing on the first (1 ^st ) day of February, 2009 and continuing on the first (1 ^st ) day of each successive month thereafter, provided that, if the first (1 ^st ) day of any month is not a Business Day, such payment shall be due and payable on the immediately preceding Business Day (each being a “ Payment Date ”), through and including the Payment Date immediately prior to the Maturity Date, Borrower shall make (x) consecutive monthly payments of interest only at the Note Rate   (determined as of the immediately preceding Note Rate Payment Adjustment Date) based upon the principal outstanding during the Interest Accrual Period in which the applicable Payment Date occurs, and (y) any other amounts then due and owing under the Loan Documents.  Commencing on the first (1 ^st ) day of February, 2011 and continuing on each Payment Date thereafter, in addition to the foregoing interest payments, Borrower shall also pay consecutive monthly payments of principal in an amount necessary to fully amortize the principal balance of the Loan over a twenty-five (25) year amortization period in which each month is deemed to consist of thirty (30) days.

2.2   Prepayments .  Borrower has the right to prepay all or any part of the Loan prior to the Maturity Date except as otherwise provided below.  Borrower may only prepay the Loan in whole or in part (provided each such partial prepayment is in an amount not less than the sum of $100,000.00 or the remaining principal balance of the Loan if such amount is less than $100,000.00) so long as each of the following conditions are satisfied:

2.3   Payment Debit Account .  During the term of the Loan, Borrower shall establish and maintain a deposit account (the “Payment Debit Account”) with a bank or financial institution acceptable to Lender and authorize such bank or financial institution to permit Lender to debit the Payment Debit Account from time to time without limitation and without further notice, consent or instructions from Borrower. In the absence of an Event of Default (as defined below), Lender shall make transfers from the Payment Debit Account only for payment of principal, interest and deposits to reserves and escrows due from Borrower on a Payment Date under the Note, the Loan Agreement or any of the other Loan Documents. Borrower solely will be responsible for maintaining funds in the Payment Debit Account which are sufficient to pay the aggregate amounts due under the Loan Documents on each Payment Date. If sufficient funds are not available in the Payment Debit Account to make the full payment when due, Lender shall not be required to notify Borrower or demand that Borrower pay the deficiency prior to declaring an Event of Default. Debits made by Lender from the Payment Debit Account for less than the full monthly payment amount will not release Borrower from Borrower's obligations to pay the full amount due nor be deemed a waiver of Lender's right to collect the full payment amount or to declare an Event of Default.  Debits made by Lender from the Payment Debit Account following the occurrence of any Event of Default under the Loan Documents will not be deemed a waiver of that default by Lender or otherwise prejudice, in any manner, Lender's rights or remedies with respect thereto. Lender will have the right, upon reasonable prior notice to Borrower, to discontinue debiting payments from the Payment Debit Account for the purposes set forth herein and, if at any time such debiting has been discontinued, to reinstate the requirement that Borrower maintain a Payment Debit Account in accordance with the terms of this Note.  Borrower will not be permitted to close, or permit the Payment Debit Account to be closed, without Lender's prior written consent unless the Loan has been sat