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Promissory Note

 

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Title:

Promissory Note

Entities:

Emeritus Corp.

Date:

2007

Size:

Preview shows 10KB of 40KB total

Price:

$42

ID:

#2865196

 

 

► Loans ► Promissory Notes
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PROMISSORY NOTE
 
$4,480,000.00
March ____, 2007
   
 
FOR VALUE RECEIVED, EMERIPARK SC LLC, a Delaware limited liability company, having an address at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121 (the Borrower), hereby promises to pay to the order of CAPMARK BANK, a Utah industrial bank, having an address at 116 Welsh Road, P. O. Box 809, Horsham, PA 19044, 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 Lenders 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 Four Million Four Hundred Eighty Thousand and No/100 Dollars ($4,480,000.00) (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 8.22000% 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 or 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 April 1, 2007, 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 May 1, 2007, 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 1st 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
 

1


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.

 

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