Moody National Reit II, Inc. - 8-K


Exhibit 10.1


 


PROMISSORY
NOTE


 





	 
	LOAN
    TERMS TABLE
	 
	Lender:
    KeyBank National Association, a national banking association, its successors and assigns
	Loan
    No.: 10106606
	Lender’s
    Address: 11501 Outlook, Suite 300, Overland Park, Kansas 66211
	Borrower:
    MOODY NATIONAL YALE-SEATTLE HOLDING, LLC, a Delaware limited liability company
	Borrower’s
    Address: 6363 Woodway, Suite 110, Houston, Texas 77057
	Property:
    Real property located at 1800 Yale Avenue, Seattle, WA 98101 in King County, Washington and certain personal property
	Closing
    Date: September 20, 2016
	Original
    Principal Amount: $45,000,000.00
	Maturity
    Date: October 1, 2026
	Interest
    Rate: four and 38/100 percent (4.38%) 
	Initial
    Interest Payment Per Diem: $5,475
	Monthly
    Debt Service Payment Amount: (i) on each Payment Date up to and including October 1, 2018, an amount equal to interest
    only at the Interest Rate on the outstanding principal balance of the Loan for the related Accrual Period, and (ii) on each
    Payment Date occurring on and after November 1, 2018, a constant monthly payment of $224,811.10.
	Payment
    Date: November 1, 2016 and on the first day of each successive month thereafter
	Permitted
    Par Prepayment Date: June 2, 2026
	Permitted
    Release Date: the fourth (4th) anniversary of the first Payment Date 
	 




 


1.
           Loan Amount and Rate. FOR VALUE RECEIVED, Borrower promises
to pay to the order of Lender, the Original Principal Amount (or so much thereof as is outstanding from time to time, which is
referred to herein as the “Outstanding Principal Balance” or “OPB”), with interest on the
unpaid OPB from the date of disbursement of the Loan (as hereinafter defined) evidenced by this Promissory Note (“Note”)
at the Interest Rate. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual
number of days elapsed in the relevant Accrual Period (hereinafter defined) by (b) a daily rate based on the Interest Rate and
a three hundred sixty (360) day year by (c) the outstanding principal balance of the Loan. Borrower acknowledges that the calculation
method for interest described herein results in a higher effective interest rate than the numeric Interest Rate and Borrower hereby
agrees to this calculation method. The loan evidenced by this Note will sometimes hereinafter be called the “Loan.”
The above Loan Terms Table (hereinafter referred to as the “Table”) is a part of the Note and all terms used
in this Note that are defined in the Table shall have the meanings set forth therein. “Accrual Period” means
the period commencing on and including the first (1st) day of each calendar month during the term of the Loan and ending on and
including the final calendar date of such calendar month; however, the initial Accrual Period shall commence on and include the
Closing Date and shall end on and include the final calendar date of the calendar month in which the Closing Date occurs. 


 






    	 



    	 



    

  


2.
           Principal and Interest Payments. Payments of principal
and interest shall be made as follows:


 


(a)
         On the date of disbursement of the Loan proceeds, an interest payment
calculated by multiplying (i) the Initial Interest Payment Per Diem by (ii) the number of days from (and including) the date of
the disbursement of the Loan proceeds through the last day of the calendar month in which the disbursement was made;


 


(b)
         On each Payment Date until the Maturity Date, a monthly payment equal to
the Monthly Debt Service Payment Amount to be applied: (i) to the payment of interest computed at the Interest Rate; and (ii)
the balance applied toward the reduction of the Outstanding Principal Balance; and


 


(c)
         If not sooner paid, the Outstanding Principal Balance, all unpaid
interest thereon, and all other amounts owed to Lender pursuant to this Note or any other Loan Document (as hereinafter defined)
or otherwise in connection with the Loan or the security for the Loan shall be due and payable on the Maturity Date.


 


3.
           Security for Note. This Note is secured by a first deed
of trust, mortgage, or deed to secure debt (which is herein called the “Security Instrument”) encumbering the
Property. This Note, the Security Instrument, that certain Loan Agreement between Borrower and Lender of even date herewith (the
“Loan Agreement”) and all other documents and instruments existing now or after the date hereof that evidence,
secure or otherwise relate to the Loan and pursuant to which any Person assumes or incurs an obligation for the benefit of Lender,
including any assignments of leases and rents, other assignments, security agreements, financing statements, guaranties, indemnity
agreements (including environmental indemnity agreements), letters of credit, or escrow/holdback or similar agreements or arrangements,
together with all amendments, modifications, substitutions or replacements thereof, are sometimes herein collectively referred
to as the “Loan Documents” or individually as a “Loan Document.” All amounts that are now
or in the future become due and payable by Borrower under this Note, the Security Instrument, or any other Loan Document, including
any Yield Maintenance Premium and all applicable expenses, costs, charges, and fees, will be referred to herein as the
“Debt.” The remedies of Lender as provided in this Note, any other Loan Document, or under applicable law shall
be cumulative and concurrent, may be pursued singularly, successively, or together at the discretion of Lender, and may be exercised
as often as the occurrence of an occasion for which Lender is entitled to a remedy under the Loan Documents or applicable law.
The failure to exercise any right or remedy shall not be construed as a waiver or release of the right or remedy respecting the
same or any subsequent default.


 






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4.
           Intentionally Omitted.


 


5.           
Payments. All amounts payable hereunder shall be payable in lawful money of the United States of America to Lender at Lender’s
Address or such other place as the holder hereof may designate in writing, which may include at Lender’s option a requirement
that payment be made by wire transfer of immediately available funds in accordance with wire transfer instructions provided by
Lender. Each payment made hereunder shall be made in immediately available funds and must state the Borrower’s Loan Number.
If any payment of principal or interest on this Note is due on a day other than a Business Day (as hereinafter defined), such
payment shall be made on the next succeeding Business Day. Any payment on this Note received after 2:00 o’clock p.m. local
time at the place then designated as the place for receipt of payments hereunder shall be deemed to have been made on the next
succeeding Business Day. All amounts due under this Note shall be payable without set off, counterclaim, or any other deduction
whatsoever. All payments from Borrower to Lender following the occurrence and during the continuation of an Event of Default shall
be applied in such order and manner as Lender elects in reduction of costs, expenses, charges, disbursements and fees payable
by Borrower hereunder or under any other Loan Document, in reduction of interest due on the Outstanding Principal Balance, or
in reduction of the Outstanding Principal Balance. 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 Event of Default exists hereunder, after Lender
accelerates the indebtedness evidenced hereby, or after Lender commences enforcement of its remedies under any Loan Document or
applicable law, 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. As used herein, the term “Business
Day” shall mean a day upon which commercial banks are not authorized or required by law to close in the city designated
from time to time as the place for receipt of payments hereunder.


 


6.           
Late Charge. If any sum payable under this Note or any other Loan Document, other than principal due at maturity or upon
acceleration of the Loan, is not received by Lender within five (5) days of the date on which it was due, Borrower shall pay to
Lender an amount (the “Late Charge”) equal to the lesser of (a) five percent (5%) of the full amount of such
sum or (b) the maximum amount permitted by applicable law in order to help defray the expenses incurred by Lender in handling
and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such Late
Charge shall be secured by the Security Instrument and other Loan Documents. The collection of any Late Charge shall be in addition
to, and shall not constitute a waiver of or limitation of, a default or Event of Default hereunder or a waiver of or limitation
of any other rights or remedies that Lender may be entitled to under any Loan Document or applicable law.


 


7.           
Default Rate. Upon the occurrence of an Event of Default (including the failure of Borrower to make full payment on the
Maturity Date), Lender shall be entitled to receive and Borrower shall pay interest on the Outstanding Principal Balance at the
rate of five percent (5%) per annum above the Interest Rate (“Default Rate”) but in no event greater than the
Maximum Legal Rate (as hereinafter defined). Interest shall accrue and be payable at the Default Rate from the occurrence and
during the continuance of an Event of Default. Such accrued interest shall be added daily to the Outstanding Principal Balance,
and interest shall accrue thereon at the Default Rate until fully paid. Such accrued interest shall be secured by the Security
Instrument and other Loan Documents. Borrower agrees that Lender’s right to collect interest at the Default Rate is given
for the purpose of compensating Lender at reasonable amounts for Lender’s added costs and expenses that occur as a result
of Borrower’s default and that are difficult to predict in amount, such as increased general overhead, concentration of
management resources on problem loans, and increased cost of funds. Lender and Borrower agree that Lender’s collection of
interest at the Default Rate is not a fine or penalty, but is intended to be and shall be deemed to be reasonable compensation
to Lender for increased costs and expenses that Lender will incur if there occurs an Event of Default hereunder. Collection of
interest at the Default Rate shall not be construed as an agreement or privilege to extend the Maturity Date or to limit or impair
any rights and remedies of Lender under any Loan Documents. If judgment is entered on this Note, interest shall continue to accrue
post-judgment at the greater of (a) the Default Rate or (b) the applicable statutory judgment rate. As used herein, the term “Maximum
Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted
for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan
Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest
rate provisions of the Loan.


 






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8.
           Origination, Administration, Enforcement, and Defense Expenses.
Subject to any express provision of any Loan Document providing otherwise, Borrower shall pay Lender, on demand, all Administration
and Enforcement Expenses (as hereinafter defined) now or hereafter incurred by Lender, together with interest thereon at (x) if
no Event of Default exists, the Interest Rate, or (y) if no Event of Default exists, the Default Rate, from the date paid or incurred
by Lender until such fees and expenses are paid by Borrower, whether or not an Event of Default or Default then exists. Provided
no Event of Default has occurred, fees and expenses related solely to origination and administration of the Loan shall be limited
to reasonable fees and expenses, but charges of rating agencies, governmental entities or other third parties that are outside
of the control of Lender shall not be subject to the reasonableness standard, except to the extent limited by applicable law.
For the purpose of this Note, “Administration and Enforcement Expenses” shall mean all fees and expenses incurred
at any time or from time to time by Lender, including legal (whether for the purpose of advice, negotiation, documentation, defense,
enforcement or otherwise), accounting, financial advisory, auditing, rating agency, appraisal, valuation, title or title insurance,
engineering, environmental, collection agency, or other expert or consulting or similar services, in connection with: (a) the
origination of the Loan (provided, however, that so long as Borrower shall have paid the fees and expenses relating to origination
of the Loan as of the Closing Date, interest shall not accrue thereon), including the negotiation and preparation of the Loan
Documents and any amendments or modifications of the Loan or the Loan Documents, whether or not consummated; (b) the administration,
servicing or enforcement of the Loan or the Loan Documents, including any request for interpretation or modification of the Loan
Documents or any matter related to the Loan or the servicing thereof (which shall include the consideration of any requests for
consents, waivers, modifications, approvals, lease reviews or similar matters and any proposed transfer of the Property or any
interest therein), (c) any litigation, contest, dispute, suit, arbitration, mediation, proceeding or action (whether instituted
by or against Lender, including actions brought by or on behalf of Borrower or Borrower’s bankruptcy estate or any indemnitor
or guarantor of the Loan or any other person) in any way relating to the Loan or the Loan Documents including in connection with
any bankruptcy, reorganization, insolvency, or receivership proceeding; (d) any attempt to enforce any rights of Lender against
Borrower or any other person that may be obligated to Lender by virtue of any Loan Document or otherwise whether or not litigation
is commenced in pursuance of such rights; and (e) protection, enforcement against, or liquidation of the Property or any other
collateral for the Loan, including any attempt to inspect, verify, preserve, restore, collect, sell, liquidate or otherwise dispose
of or realize upon the Loan, the Property or any other collateral for the Loan. All Administration and Enforcement Expenses shall
be additional Debt hereunder secured by the Property, and may be funded, if Lender so elects, by Lender paying the same to the
appropriate persons and thus making an advance on Borrower’s behalf.


 






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9.
           Prepayment.


 


(a)
         Voluntary Prepayments.


 


(i)
          Except as otherwise expressly provided in this Section 9, Borrower
shall not have the right to prepay the Loan in whole or in part prior to the Maturity Date.


 


(ii)
         Provided no Event of Default has occurred and is continuing, on the Permitted
Par Prepayment Date, and on any Business Day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt
in full (but not in part) without payment of any yield maintenance or other premium; provided, however, if for any
reason such prepayment is not paid on a regularly scheduled Payment Date, the Debt shall include interest for the full Accrual
Period during which the prepayment occurs. Borrower’s right to prepay the principal balance of the Loan in full pursuant
to this subsection shall be subject to (I) Borrower’s submission of a notice to Lender setting forth the projected date
of prepayment, which date shall be no less than thirty (30) days from the date of such notice, and (II) Borrower’s actual
payment to Lender of the full amount of the Debt, including interest for the full Accrual Period during which the prepayment occurs.


 


(b)
         Mandatory Prepayments. On the next occurring Payment Date following
the date on which Lender actually receives any Net Proceeds (as defined in the Loan Agreement), if Lender is not obligated to
make such Net Proceeds available to Borrower for the Restoration (as defined in the Loan Agreement) of the Property or any part
thereof or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 of the Loan Agreement, Borrower authorizes Lender,
at Lender’s option, to apply Net Proceeds as a prepayment of all or a portion of the outstanding principal balance of the
Loan together with accrued interest on the portion of the principal balance of the Loan prepaid and any other sums due hereunder
in an amount equal to one hundred percent (100%) of such Net Proceeds (except that Awards (as defined in the Loan Agreement) in
respect of any temporary taking of the Property, unless an Event of Default shall have occurred and be continuing, shall be applied
as if they constituted Rents (as defined in the Loan Agreement)); provided, however, if an Event of Default has
occurred and is continuing, Lender may apply such Net Proceeds to the Debt (until paid in full) in any order or priority in its
discretion. Other than during the existence of an Event of Default, no Yield Maintenance Premium (hereinafter defined) or other
premium shall be due in connection with any prepayment made pursuant to this Section 9(b). If Net Proceeds are so applied
to payment of the Debt rather than made available to Borrower for Restoration, then, provided no Event of Default exists, Borrower
shall have a one-time right to prepay the Debt in full only, without payment of the Yield Maintenance Premium or any other premium
or penalty, provided that: (a) the amount of Net Proceeds so applied is not less than fifty-one percent (51%) of the outstanding
principal amount of the Debt, (b) Borrower gives written notice of such election to prepay the Debt in full not later than three
(3) months after the date which is the earlier of (i) the date Lender notifies Borrower that the Net Proceeds shall be applied
to the Debt; and (ii) the date Lender applies the Net Proceeds to the Debt; (c) the Debt is prepaid in full not later than three
(3) months after Borrower gives Lender such notice; and (d) such prepayment is made on a Payment Date or if such prepayment is
not made on a Monthly Payment Date, then Borrower shall pay to Lender interest for the full Accrual Period during which the prepayment
occurs. No Yield Maintenance Premium (hereinafter defined) or other premium shall be due in connection with any prepayment made
pursuant to this Section 9(b).


 






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(c)
         Prepayments After Default. If payment of all or any part of the Debt
is tendered by Borrower or otherwise recovered by Lender during the existence of an Event of Default under any circumstances including
a prepayment in connection with (A) reinstatement of the Security Instrument provided by statute under foreclosure proceedings
or exercise of power of sale, (B) any statutory right of redemption exercised by Borrower or any other party having a statutory
right to redeem or prevent foreclosure or power of sale, (C) any sale in foreclosure or under exercise of a power of sale or otherwise
(including pursuant to a credit bid made by Lender in connection with such sale), (D) any other collection action by Lender, or
(E) exercise by any governmental authority of any civil or criminal forfeiture action with respect to any of the collateral for
the Loan, such tender or recovery shall be (I) made on the next occurring Payment Date (or must include the full amount of interest
for the then current Accrual Period) together with the Monthly Debt Service Payment Amount and (II) deemed a voluntary prepayment
by Borrower in violation of the prohibition against prepayment set forth in Section 9(a)(i) hereof, and Borrower shall
pay, in addition to the Debt, an amount equal to the Yield Maintenance Premium which can be applied by Lender in such order and
priority as Lender shall determine in its discretion. The Yield Maintenance Premium shall also become immediately due and owing
in the event of any acceleration of the Loan. The Yield Maintenance Premium shall be secured by all security and collateral for
the Loan and shall, after it becomes due and payable, be treated as if it were added to the Debt for all purposes including accrual
of interest, judgment on the Note, foreclosure (whether through power of sale, judicial proceeding, or otherwise) (“Foreclosure
Sale”), redemption, and bankruptcy (including pursuant to Section 506 of the United States Bankruptcy Code (“Bankruptcy
Code”) or any successor provision); without limiting the generality of the foregoing, it is understood and agreed that
the Yield Maintenance Premium may be added to Lender’s bid at any Foreclosure Sale. If a Yield Maintenance Premium is due
hereunder, Lender shall deliver to Borrower a statement setting forth the amount and determination of the Yield Maintenance Premium,
and, provided that Lender shall have in good faith applied the formula described in the definition of “Yield Maintenance
Premium,” Borrower shall not have the right to challenge the calculation or the method of calculation set forth in any such
statement in the absence of manifest error, which calculation may be made by Lender on any day during the thirty (30) day period
preceding the date of such prepayment. Exchange of the Note for a different instrument or modification of the terms of the Note,
including classification and treatment of Lender’s claim (other than non-impairment under Section 1124 of the Bankruptcy
Code or any successor provision) pursuant to a plan of reorganization in bankruptcy shall also be deemed to be a prepayment following
an Event of Default hereunder.


 






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(d)
         Prepayment Prior to Permitted Defeasance Date. Provided no Event of
Default shall then exist, Borrower shall have the right at any time during the period, if any, following the occurrence of the
Permitted Release Date until the Permitted Defeasance Date (hereinafter defined), to prepay the Debt in whole (but not in part)
upon not less than thirty (30) days and not more than ninety (90) days prior written notice to Lender specifying the projected
date of prepayment and upon payment of an amount equal to the Yield Maintenance Premium. Upon the occurrence of the Permitted
Defeasance Date, Borrower’s right to prepay under this Section 9(d) shall terminate. The “Yield Maintenance Premium”
shall be an amount equal to the greater of (A) one percent (1%) of the Outstanding Principal Balance to be prepaid or
satisfied, or accelerated and then due and owing, and (B) the excess, if any, of (I) the sum of the present values of all
then-scheduled payments of principal and interest under the Note assuming that all scheduled payments are made timely and that
the remaining outstanding principal and interest on the Loan is paid on the Maturity Date (with each such payment and assumed
payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to
the bond equivalent yield (in the secondary market) on the United States Treasury Security that as of the date which is five (5)
Business Days prior to the date that such prepayment shall be applied in accordance with the terms and provisions of Section
9(a) hereof or, in the case of an acceleration of the Loan, the date of such acceleration (the “Prepayment Rate Determination
Date”) has a remaining term to maturity closest to, but not exceeding, the remaining term to the Maturity Date as most
recently published in “Statistical Release H.15 (519), Selected Interest Rates,” or any successor publication, published
by the Board of Governors of the Federal Reserve System, or on the basis of such other publication or statistical guide as Lender
may reasonably select (the “Prepayment Rate”) when compounded semi-annually and deducting from the sum of such
present values any short-term interest paid from the date of prepayment to the next succeeding Payment Date in the event such
payment is not made on a Payment Date), over (II) the principal amount being prepaid or the entire Outstanding Principal Balance
in the case of an acceleration of the Loan. Lender shall notify Borrower of the amount and the basis of determination of the required
Yield Maintenance Premium. If any notice of prepayment is given, the Debt shall be due and payable on the projected date of prepayment.
Except as otherwise expressly provided for in Section 9(b) hereof, Lender shall not be obligated to accept any prepayment
of the Debt unless it is accompanied by the Yield Maintenance Premium due in connection therewith. If for any reason Borrower
prepays the Loan on a date other than a Payment Date, Borrower shall pay Lender, in addition to the Debt, interest for the full
Accrual Period during which the prepayment occurs. “Permitted Defeasance Date” means the date that is two (2)
years from the “startup day” within the meaning of Section 860G(a)(9) of the Code for the REMIC Trust which holds
the portion of the Note last to be securitized.


 






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(e)
         General.


 


(i)
          Borrower acknowledges that: (A) Lender has made the Loan to Borrower
in reliance on, and the Loan has been originated for the purpose of selling the Loan in the secondary market to investors who
will purchase the Loan or direct or indirect interests therein in reliance on, the actual receipt over time of the stream of payments
of principal and interest agreed to by Borrower herein; and (B) Lender or any subsequent investor in the Loan will incur substantial
additional costs and expenses in the event of a prepayment of the Loan; and (C) the Yield Maintenance Premium is reasonable
and is a bargained for consideration and not a penalty and the terms of the Loan are in various respects more favorable to Borrower
than they would have been absent Borrower’s agreement to pay the Yield Maintenance Premium as provided herein. Borrower
agrees that Lender shall not, as a condition to receiving the Yield Maintenance Premium, be obligated to actually reinvest the
amount prepaid in any treasury obligation or in any other manner whatsoever. Nothing contained herein shall be deemed to be a
waiver by Lender of any right it may have to require specific performance of any obligation of Borrower hereunder.


 


(ii)
         In addition to the Yield Maintenance Premium, Borrower shall pay all
hedging and breakage costs of any kind and in any amount incurred by Lender due to any prepayment (including a prepayment following
an Event of Default).


 


 


9.
          Intentionally omitted.


 


10.
        Maximum Rate Permitted by Law. All agreements in this Note
and all other Loan Documents are expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration
of maturity of the indebtedness evidenced hereby or otherwise, shall the amount agreed to be paid hereunder for the use, forbearance,
or detention of money exceed the Maximum Legal Rate. 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 the Maximum Legal
Rate, then, ipso facto, the obligations to be fulfilled shall be reduced to allow compliance with the Maximum Legal Rate,
and if, from any circumstance whatsoever, Lender shall ever receive as interest an amount that would exceed the Maximum Legal
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 lawfully be credited,
and any portion of such excess not capable of being so credited shall be refunded immediately to Borrower.


 


11.
         Events of Default; Acceleration of Amount Due. Lender may in
its discretion, without notice to Borrower, declare the entire Debt, including the Outstanding Principal Balance, all accrued
interest, all costs, expenses, charges and fees payable under any Loan Document, and Yield Maintenance Premium immediately
due and payable, and Lender shall have all remedies available to it at law or equity for collection of the amounts due, upon the
occurrence and during the continuance of any of the following (the “Events of Default”): an “Event of
Default” (as defined in the Loan Agreement or in any other Loan Document) under the Loan Agreement or any other Loan Document.


 






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12.
         Time of Essence. Time is of the essence with regard to each
provision contained in this Note.


 


13.
        Transfer and Assignment. This Note may be freely transferred
and assigned by Lender. Borrower’s right to transfer its rights and obligations with respect to the Debt, and to be released
from liability under this Note, shall be governed by the Loan Agreement.


 


14.
        Authority of Persons Executing Note. Borrower warrants and
represents that the persons or officers who are executing this Note and the other Loan Documents on behalf of Borrower have full
right, power and authority to do so, and that this Note and the other Loan Documents constitute valid and binding documents, enforceable
against Borrower in accordance with their terms, and that no other person, entity, or party is required to sign, approve, or consent
to, this Note.


 


15.
         Severability. The terms of this Note are severable, and should any
provision be declared by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall, at
the option of Lender, remain in full force and effect and shall in no way be impaired.


 


16.
         Borrower’s Waivers. Borrower and all others liable hereon hereby
waive presentation for payment, demand, notice of dishonor, protest, and notice of protest, notice of intent to accelerate, and
notice of acceleration, stay of execution and all other suretyship defenses to payment generally. No release of any security held
for the payment of this Note, or extension of any time periods for any payments due hereunder, or release of collateral that may
be granted by Lender from time to time, and no alteration, amendment or waiver of any provision of this Note or of any of the
other Loan Documents, shall modify, waive, extend, change, discharge, terminate or affect the liability of Borrower and any others
that may at any time be liable for the payment of this Note or the performance of any covenants contained in any of the Loan Documents.


 


17.
        Governing Law. LENDER HAS OFFICES IN THE STATE OF NEW YORK
AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK (“GOVERNING STATE”),
WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY,
AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
THIS NOTE, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE
(WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL
TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIEN AND SECURITY INTEREST CREATED PURSUANT HERETO AND
PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY
IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK
SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER
OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT
THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND THIS NOTE, THE
LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 






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18.         JURISDICTION AND VENUE. ANY LEGAL SUIT, ACTION OR PROCEEDING
AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (“ACTION”) MAY
AT LENDER’S OPTION BE INSTITUTED IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION
OF LENDER BE TRANSFERRED TO) ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE OR
FORUM NON CONVENIENS OF ANY SUCH ACTION, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY
ACTION. BORROWER DOES HEREBY DESIGNATE AND APPOINT:


 





	 	Sneed,
    Vine & Perry, P.C.
	 	900
    Congress Avenue, Suite 300
	 	Austin,
    Texas 78701
	 	Attention:
    Adam S. Wilk, Esq.
	 	Facsimile:
    (512) 476-1825



 


AS
ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION
IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN
NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
SERVICE OF PROCESS UPON BORROWER IN ANY SUCH ACTION IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER
OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED
AGENT (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL
PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.


 






    	10 



    	 



    

  


19.          Notices.
All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given
in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail,
postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal
Service, with proof of attempted delivery, or (c) by telecopier (with answer back acknowledged) and with a second copy to be sent
to the intended recipient by an other means permitted under this Section, addressed as follows (or at such other address and Person
as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto
in the manner provided for in this Section):


 


	 	If
to Lender:	KeyBank
National Association 
	 	 	11501
Outlook, Suite 300
	 	 	Overland
Park, Kansas 66211
	 	 	Facsimile
No.: 877-379-1625
	 	 	Attention:
Loan Servicing
	 	 	 
	 	with
a copy to:	Katten
Muchin Rosenman LLP
	 	 	550
South Tryon Street, Suite 2900
	 	 	Charlotte,
North Carolina 28202
	 	 	Attention:
Daniel S. Huffenus, Esq. 
 
	 	 	 
	 	If
to Borrower:	Moody
National Yale-Seattle Holding, LLC
	 	 	6363
Woodway, Suite 110
	 	 	Houston,
Texas 77057
	 	 	Attention:
Brett C. Moody
	 	 	 
	 	with a copy to:	Gresham Savage Nolan & Tilden, PC
	 	 	501
W. Broadway, Suite 800
	 	 	San
Diego, California 92101
	 	 	Attention:
Jerome A. Grossman  
 



 


A
notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or
certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery,
upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated
confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming.


 






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20.
        Avoidance of Debt Payments. To the extent that any payment
to Lender or any payment or proceeds of any collateral received by Lender in reduction of the Debt is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, to Borrower (or Borrower’s successor)
as a debtor in possession, or to a receiver, creditor, or any other party under any bankruptcy law, state or federal law, common
law or equitable cause, then the portion of the Debt intended to have been satisfied by such payment or proceeds shall remain
due and payable hereunder, be evidenced by this Note, and shall continue in full force and effect as if such payment or proceeds
had never been received by Lender whether or not this Note has been marked “paid” or otherwise cancelled or satisfied
or has been delivered to Borrower, and in such event Borrower shall be immediately obligated to return the original Note to Lender
and any marking of “paid” or other similar marking shall be of no force and effect.


 


21.         
Nonrecourse. Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to
perform and observe the obligations contained in this Note, the Loan Agreement, the Security Instrument or the other Loan Documents
by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure
action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize
upon its interest under this Note, the Loan Agreement, the Security Instrument and the other Loan Documents, or in the Property,
the Rents (as defined in the Loan Agreement), or any other collateral given to Lender pursuant to the Loan Documents; provided,
however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable
against Borrower only to the extent of Borrower’s interest in the Property, in the Rents and in any other collateral given
to Lender, and Lender, by accepting this Note, the Loan Agreement, the Security Instrument and the other Loan Documents, agrees
that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under or by
reason of or under or in connection with this Note, the Loan Agreement, the Security Instrument or the other Loan Documents. The
provisions of this Section shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced
or secured by any of the Loan Documents; (ii) impair the right of Lender to name Borrower as a party defendant in any action or
suit for foreclosure and sale under the Security Instrument; (iii) affect the validity or enforceability of the Guaranty
or Environmental Indemnity, or any of the rights and remedies of Lender thereunder; (iv) impair the right of Lender to obtain
the appointment of a receiver; (v) impair the enforcement of any assignment of leases and rents contained in the Security Instrument
and any other Loan Documents; or (vi) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in
order to fully realize the security granted by the Security Instrument or to commence any other appropriate action or proceeding
in order for Lender to exercise its remedies against the Property.


 


(a)         
Nothing contained herein shall in any manner or way release, affect or impair the right of Lender to recover, and Borrower shall
be fully and personally liable and subject to legal action, for any loss, cost, expense, damage, claim or other obligation (including
reasonable attorneys’ fees and court costs) incurred or suffered by Lender arising out of or in connection with the following:


 


(i)          
fraud or material willful misrepresentation by Borrower, Master Tenant, Principal or Guarantor (or any of their respective Affiliates
which are controlled by Borrower, Master Tenant, Principal and/or Guarantor) or any agent, employee or other person with actual
or apparent authority to make statements or representations on behalf of Borrower, Master Tenant, Principal, or Guarantor (or
any of their respective Affiliates which are controlled by Borrower, Master Tenant, Principal and/or Guarantor) in connection
with the Loan (“apparent authority” meaning such authority as the principal knowingly or negligently permits the agent
to assume, or which he holds the agent out as possessing);


 






    	12 



    	 



    

  


(ii)          
the gross negligence or willful misconduct of Borrower, Principal, Master Tenant or Guarantor (or any of their respective Affiliates
which are controlled by Borrower, Master Tenant, Principal and/or Guarantor), agent, or employee of the foregoing;


 


(iii)          material physical waste of the Property;


 


(iv)          the removal or disposal of any portion of the Property during the continuation of an Event of Default without the replacement
of same, to the extent the same is material to the operation of the Property;


 


(v)          
the misapplication, misappropriation, or conversion by Borrower (or any of its Affiliates which are controlled by Borrower, Master
Tenant, Principal and/or Guarantor), Principal, Master Tenant or Guarantor of (A) any Insurance Proceeds paid by reason of any
loss, damage or destruction to the Property, (B) any Awards received in connection with a Condemnation of all or a portion of
the Property, (C) any Rents or other Property income or collateral proceeds, or (D) any Rents paid more than one month in advance
(including, but not limited to, security deposits);


 


(vi)          during
the continuation of an Event of Default, the failure to either apply rents or other Property income, whether collected before
or after such Event of Default, to the ordinary, customary, and necessary expenses of operating the Property or, upon demand,
to deliver such rents or other Property income to Lender;


 


(vii)         failure
to maintain insurance or to pay taxes and assessments (unless Lender is escrowing funds therefor and fails to make such payments
or has taken possession of the Property following an Event of Default, has received all Rents from the Property applicable to
the period for which such insurance, taxes or other items are due, and thereafter fails to make such payments) to the extent that
the revenue from the Property is sufficient to pay such amounts as well as other costs of servicing the Debt and of operating
the Property;


 


(viii)        failure
to pay charges for labor or materials or other charges or judgments that can create Liens on any portion of the Property, to the
extent that the revenue from the Property is sufficient to pay such amounts as well as other costs of servicing the Debt and of
operating the Property (and other than any election by Lender not to make funds held in any applicable Reserve Fund available
therefor, so long as no Event of Default then exists and Borrower has otherwise complied with the applicable terms of the Loan
Documents related to such disbursement);


 






    	13 



    	 



    

  


(ix)          any security deposits, advance deposits or any other deposits collected with respect to the Property which are not delivered to
Lender upon a foreclosure of the Property or action in lieu thereof, except to the extent any such security deposits were applied
in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise
to such foreclosure or action in lieu thereof;


 


(x)           any
failure by Borrower to comply with any of the representations, warranties or covenants set forth in Sections 4.1.37 or 5.1.19
of the Loan Agreement;


 


(xi)          Borrower
and/or Master Tenant fails to permit on-site inspections of the Property, fails to maintain its status as a Special Purpose Entity
or comply with any representation, warranty or covenant set forth in Section 4.1.30 of the Loan Agreement or fails to appoint
a new property manager upon the request of Lender as permitted under the Loan Agreement, each as required by, and in accordance
with, the terms and provisions of the Loan Agreement or the Security Instrument;


 


(xii)         Borrower
and/or Master Tenant’s failure to comply with Section 2.7 of the Loan Agreement, the Cash Management Agreement and/or the
Clearing Account Agreement relating to the establishment of a Clearing Account, a Cash Management Account, and/or the institution
of cash management generally;


 


(xiii)        any
amendment, modification or termination of the Master Lease without Lender’s consent;


 


(xiv)        any
amendment or modification of the Franchise Agreement without Lender’s consent (to the extent such consent is required under
the Loan Documents);


 


(xv)        
the termination, surrender or cancellation of the Franchise Agreement by Master Tenant without Lender’s prior written consent
or the termination or cancellation of the Franchise Agreement by Franchisor (as a result of the action or omission of Borrower
or Master Tenant) prior to the expiration date of the Franchise Agreement unless such termination or cancellation is solely the
result of Master Tenant’s failure to pay the franchise fees and other charges due under the Franchise Agreement and such
failure to pay is solely the result of revenue from the Property being insufficient to pay such amounts as well as other costs
of servicing the Debt and of operating the Property provided that the foregoing shall not apply to the extent that (A) Borrower
would otherwise be liable under this subsection (xv) and (B) during the continuance of a Cash Sweep Period, Lender has not made
funds available to Borrower to pay the charges described above; and/or


 






    	14 



    	 



    

  


(xvi)        any
loss, cost, expense, damage, claim or other obligation (including reasonable attorneys’ fees and court costs) incurred or
suffered by Lender related, directly or indirectly, to the removal and/or modification of any shoring mechanisms located at or
adjacent to the Property (including, without limitation, any tie-back rods and anchors and/or pins) pursuant to the Easement Agreement
(as defined in the Loan Agreement).


 


(b)
         Notwithstanding anything to the contrary in this Note, the Loan Agreement
or any of the other Loan Documents,


 


(i)          
Borrower and any general partner of Borrower shall be personally liable for the Debt if (A) Borrower fails to obtain Lender’s
prior written consent to any voluntary Transfer as required by the Loan Agreement or the Security Instrument, which Transfer results
in (x) the transfer of the Property, (y) a change in control of Borrower and/or Master Tenant, and/or (z) a transfer of a fifty
percent (50%) or greater direct or indirect interest in Borrower or Master Tenant; (B) Borrower fails to obtain Lender’s
prior written consent to any Indebtedness or voluntary Lien encumbering the Property; (C) Borrower and/or Master Tenant shall
at any time hereafter make an assignment for the benefit of its creditors; (D) Borrower and/or Master Tenant fails to maintain
its status as a Special Purpose Entity or comply with any representation, warranty or covenant set forth in Section 4.1.30 of
the Loan Agreement as required by, and in accordance with, the terms and provisions of the Loan Agreement or the Security Instrument,
and such failure is cited as a factor in the substantive consolidation of Borrower and/or Master Tenant with any other person;
(E) other than at Lender’s written request, Borrower, Master Tenant or any Principal admits, in writing or in any legal
proceeding, its insolvency or inability to pay its debts as they become due; (F) Borrower fails to make the first full monthly
payment of principal and interest on or before the first Payment Date; (G) Borrower and/or Master Tenant files (other than at
Lender’s request), consents to, or acquiesces in a petition for bankruptcy, insolvency, dissolution or liquidation under
the Bankruptcy Code or any other Federal or State bankruptcy or insolvency law, or there is a filing of an involuntary petition
against Borrower, Master Tenant or any Principal under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency
law in which Borrower, Master Tenant or Guarantor or any Principal colludes with, or otherwise assists any party in connection
with such filing, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower, Master
Tenant or such Principal from any party; or (H) there is substantive consolidation of Borrower, Master Tenant or any Restricted
Party with any other Person in connection with any federal or state bankruptcy proceeding involving Guarantor or any of Affiliate
of Guarantor and one of the factors cited as the bases therefor is a breach by Borrower or Master Tenant of any representation,
warranty or covenant contained in Section 4.1.30 of the Loan Agreement.


 


(c)           Nothing
herein shall be deemed to constitute a waiver by Lender of any right Lender may have under Sections 506(a), 506(b), 1111(b) or
any other provision of the Bankruptcy Code to file a claim for the full amount of the Debt or to require that all collateral shall
continue to secure all of the Debt.


 






    	15 



    	 



    

  


22.
        Miscellaneous. Neither this Note nor any of the terms hereof,
including the provisions of this Section, may be terminated, amended, supplemented, waived or modified orally, but only by an
instrument in writing executed by the party against which enforcement of the termination, amendment, supplement, waiver or modification
is sought, and the parties hereby: (a) expressly agree that it shall not be reasonable for any of them to rely on any alleged,
non-written amendment to this Note; (b) irrevocably waive any and all right to enforce any alleged, non-written amendment to this
Note; and (c) expressly agree that it shall be beyond the scope of authority (apparent or otherwise) for any of their respective
agents to agree to any non-written modification of this Note. This Note may be executed in several counterparts, each of which
counterpart shall be deemed an original instrument and all of which together shall constitute a single Note. The failure of any
party hereto to execute this Note, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.
If Borrower consists of more than one person or entity, then the obligations and liabilities of each person or entity shall be
joint and several and in such case, the term “Borrower” shall mean individually and collectively, jointly and severally,
each Borrower. As used in this Note, (i) the terms “include,” “including” and similar terms shall be construed
as if followed by the phrase “without being limited to,” (ii) any pronoun used herein shall be deemed to cover all
genders, and words importing the singular number shall mean and include the plural number, and vice versa, (iii) all captions
to the Sections hereof are used for convenience and reference only and in no way define, limit or describe the scope or intent
of, or in any way affect, this Note, (iv) no inference in favor of, or against, Lender or Borrower shall be drawn from the fact
that such party has drafted any portion hereof or any other Loan Document, (v) the words “Lender” and “Borrower”
shall include their respective successors (including, in the case of Borrower, any subsequent owner or owners of a fee interest
in the Property or any part thereof or any interest therein and Borrower in its capacity as debtor-in-possession after the commencement
of any bankruptcy proceeding), assigns, heirs, personal representatives, executors and administrators, (vi) the term “or”
has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or,” (vii) the words
“hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Note refer
to this Note as a whole and not to any particular provision or section of this Note, (viii) an Event of Default shall “continue”
or be “continuing” until such Event of Default has been waived in writing by Lender, and (ix) in the computation of
periods of time from a specified date to a later date, the words “from and including” and the words “to”
and “until” each means “to but excluding.” Wherever Lender’s judgment, consent, approval or discretion
is required under this Note or Lender shall have an option, election, or right of determination or any other power to decide any
other matter relating to the terms of this Note, including any right to determine that something is satisfactory or not (“Decision
Power”), such Decision Power shall be exercised in the sole and absolute discretion of Lender except as may be otherwise
expressly and specifically provided herein. Such Decision Power and each other power granted to Lender upon this Note or any other
Loan Document may be exercised by Lender or by any authorized agent of Lender (including any servicer or attorney-in-fact), and
Borrower hereby expressly agrees to recognize the exercise of such Decision Power by such authorized agent. BORROWER ACKNOWLEDGES
AND AGREES THAT IT HAS BEEN PROVIDED WITH SUFFICIENT AND NECESSARY TIME AND OPPORTUNITY TO REVIEW THE TERMS OF THIS NOTE, THE
SECURITY INSTRUMENT, AND EACH OF THE LOAN DOCUMENTS, WITH ANY AND ALL COUNSEL IT DEEMS APPROPRIATE, AND THAT NO INFERENCE IN FAVOR
OF, OR AGAINST, LENDER OR BORROWER SHALL BE DRAWN FROM THE FACT THAT EITHER SUCH PARTY HAS DRAFTED ANY PORTION HEREOF, OR THE
SECURITY INSTRUMENT, OR ANY OF THE LOAN DOCUMENTS.


 






    	16 



    	 



    

  


23.
        Waiver of Counterclaim and Jury Trial. BORROWER HEREBY KNOWINGLY
WAIVES THE RIGHT TO ASSERT ANY COUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST
BORROWER BY LENDER OR ITS AGENTS. ADDITIONALLY, TO THE FULLEST EXTENT NOW OR HEREAFTER PERMITTED BY APPLICABLE LAW, BORROWER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON
THE LOAN OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THE LOAN, THIS NOTE, THE SECURITY INSTRUMENT, OR ANY OTHER LOAN DOCUMENT,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN), OR ACTION OF BORROWER OR LENDER. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR LENDER’S MAKING OF THE LOAN.


 


24.
        Local Law Provisions. In the event of any inconsistencies between
the terms and conditions of this Section and any other terms and conditions of this Note, the terms and conditions of this Section
shall be binding.


 


NONE.


 


[NO
FURTHER TEXT ON THIS PAGE]


 






    	17 



    	 



    

  


Intending
to be fully bound, Borrower has executed this Note effective as of the day and year first above written.


 





	 	BORROWER:
	 	 	 
	 	MOODY
    NATIONAL YALE-SEATTLE HOLDING, LLC,

a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Brett C. Moody 
	 		Name:
    Brett     C. Moody
	 		Title:
    President



 





Signature Page
To Promissory Note