Nobilis Health Corp.: Exhibit 10.36 - Filed by newsfilecorp.com






[Execution Version] 

SECURED PROMISSORY NOTE 

	$12,000,000 	November 26, 2014 


     FOR VALUE RECEIVED,
Northstar Healthcare Inc., a British Columbia registered corporation
(“Maker”), unconditionally promises to pay to the order of Steven
Ganss, an individual, in his capacity as the Seller Representative and
Collateral Agent under the hereinafter defined Purchase Agreement (in
such capacity, “Payee”), for the ratable benefit of Sellers (as
defined in the hereinafter defined Purchase Agreement), without setoff, at his
address at 10740 N. Central Expressway, Suite 275, Dallas, TX 75231, or at such
other place as may be designated by Payee, the principal amount of Twelve
Million and No/100 Dollars ($12,000,000.00), together with interest computed
daily on the outstanding principal balance hereunder, at an annual interest rate
(the “Rate”), and in accordance with the payment schedule
indicated below. 

     This Promissory Note (this
“Note”) is executed pursuant to that certain Membership Interest
Purchase Agreement, dated as of November 26, 2014 (the “Effective
Date”), by and among Maker, Northstar Healthcare Subco, LLC, a Delaware
limited liability company, Athas Health, LLC, a Texas limited liability company,
Payee and each other Seller party thereto (as amended, restated, or otherwise
modified from time to time, the “Purchase Agreement”), and is
secured in part by that certain Security Agreement, dated as of the Effective
Date, among Maker, Northstar Healthcare Surgery Center - Scottsdale, LLC, an
Arizona limited liability company, and Payee (as amended, restated, or otherwise
modified from time to time, the “Security Agreement”), to which
reference is made for a statement of the collateral, rights, and obligations of
Maker and Payee in relation thereto, but neither this reference to the Purchase
Agreement, the Security Agreement, nor any provision thereof, shall affect or
impair the absolute and unconditional obligation of Maker to pay unpaid
principal of and interest on this Note when due.

	 	1. 	Defined Terms. In addition to the
      capitalized terms defined elsewhere in this 


Note: 

“Business Day” has the
meaning assigned to it in the Security Agreement. 

“Debt Documents” has the
meaning assigned to it in the Security Agreement. “Default Rate”
is defined in Section 8. 

“Event of Default” has
the meaning assigned to it in the Security Agreement.
“Indebtedness” has the meaning assigned to it in the Security
Agreement. 

“Maturity Date” is
defined in Section 4. “Maximum Rate” is defined in
Section 2. 

“Obligor” and
“Obligors” are defined in Section 6. 

“Payable Loss” has the
meaning assigned to it in the Purchase Agreement. 




“Seller” and
“Sellers” have the meaning assigned to them in the Purchase
Agreement. 

     2. Rate. Prior to the
Maturity Date or an Event of Default, the Rate shall be the lesser of (a) the
Maximum Rate or (b) (i) for the period from the Effective Date to January 1,
2015, 3% per annum, (ii) for the period from January 2, 2014 to the Maturity
Date, 11% per annum. From and after the Maturity Date, the Rate shall be the
Default Rate. Notwithstanding any provision of this Note or any other agreement
or commitment between Maker and Payee, whether written or oral, express, or
implied, Payee shall never be entitled to charge, receive or collect, nor shall
amounts received hereunder be credited so that Payee shall be paid, as interest
a sum greater than interest at the Maximum Rate. It is the intention of the
parties that this Note, and all instruments securing the payment of this Note or
executed or delivered in connection therewith, shall comply with applicable law.
If Payee ever contracts for, charges, receives, or collects anything of value
which is deemed to be interest under applicable law, and if the occurrence of
any circumstance or contingency, whether acceleration of maturity of this Note,
prepayment of this Note, delay in advancing proceeds of this Note or any other
event, should cause such interest to exceed the Maximum Rate, any amount which
exceeds interest at the Maximum Rate shall be applied to the reduction of the
unpaid principal balance of this Note or any other Indebtedness, and if this
Note and such other Indebtedness are paid in full, any remaining excess shall be
paid to Maker. In determining whether the interest exceeds interest at the
Maximum Rate, the total amount of interest shall be spread, prorated, and
amortized throughout the entire term of this Note until its payment in full. The
term “Maximum Rate” as used in this Note means the maximum
nonusurious rate of interest per annum permitted by whichever of applicable
United States federal law or Delaware law permits the higher interest rate,
including to the extent permitted by applicable law, any amendments thereof
hereafter, or any new law hereafter coming into effect to the extent a higher
Maximum Rate is permitted thereby. If at any time the Rate shall exceed the
Maximum Rate, the Rate shall be automatically limited to the Maximum Rate until
the total amount of interest accrued hereunder equals the amount of interest
which would have accrued if there had been no limitation to the Maximum Rate.


     3. Accrual Method.
Interest on the Indebtedness evidenced by this Note shall be computed on the
basis of a three hundred sixty (360) day year and shall accrue on the actual
number of days elapsed for any whole or partial month in which interest is being
calculated. In computing the number of days during which interest accrues, the
day on which funds are initially advanced shall be included regardless of the
time of day such advance is made, and the day on which funds are repaid shall be
included unless repayment is credited prior to the close of business on the
Business Day received as provided herein.

     4. Payment Schedule.
Except as expressly provided herein to the contrary, all payments on this Note
shall be applied in the following order of priority: (a) the payment or
reimbursement of any expenses, costs, or obligations (other than the outstanding
principal balance hereof and interest hereon) for which either Maker shall be
obligated or Payee shall be entitled pursuant to the provisions of this Note or
the other Debt Documents, (b) the payment of accrued but unpaid interest hereon,
and (c) the payment of all or any portion of the principal balance hereof then
outstanding hereunder, in the direct order of maturity. If an Event of Default
exists, then Payee may, at the sole option of Payee, apply any
such payments, at any time and from time to time, to any of the items specified
in clauses (a), (b), or (c) above without regard to the order of priority
otherwise specified herein and any application to the outstanding principal
balance hereof may be made in either direct or inverse order of maturity. If any
payment of principal or interest on this Note shall become due on a day other
than a Business Day, such payment shall be made on the next succeeding Business
Day and such extension of time shall be included in computing interest in
connection with such payment. This Note shall be due and payable as follows:

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(a) One (1) payment of principal on
December 21, 2014 in the amount of $1,000,000; 

(b) One (1) payment of principal on
April 1, 2015 in the amount of $1,000,000; 

(c) Consecutive monthly payments of
principal and interest, each in an amount sufficient to fully amortize the
outstanding principal balance of this Note as of May 1, 2015, on a straight line
basis, over a period of thirty six (36) months, commencing on May 1,
2015, and continuing on the same day of each successive month
thereafter until April 1, 2018 (the “Maturity Date”); and 

(d) One (1) payment of the entire
outstanding principal balance of this Note, plus accrued and unpaid interest
thereon, shall be due and payable in full in one payment on the Maturity Date.


     5. Delinquency Charge. In
the event any installment owing under this Note, or any part thereof, remains
unpaid for ten (10) or more days past the due date thereof as provided above,
Maker shall pay to Payee, in addition to any other amounts to which Payee may be
entitled hereunder, a reasonable late payment fee equal to 5.00% of the amount
of said installment, which amount is stipulated by Maker to be reasonable in
order to compensate Payee for its additional costs incurred as a result of
having to attend to such delinquency. This late charge should be paid only once
as to such amount as is due and owing, but promptly, as to each respective late
payment. It is further agreed that the imposition of any such late payment fee
shall in no way prejudice or limit Payee’s rights or remedies against Maker
under this Note or any of the other Debt Documents. In the event any check or
other payment item used to make a payment to Payee is dishonored for any reason,
Maker shall pay to Payee, in addition to any other amounts to which Payee may be
entitled hereunder, a reasonable processing fee of $30.00 (or the maximum amount
provided from time to time under applicable law). This processing fee should be
paid once with respect to each dishonor of a check or other payment item. It is
further agreed that the imposition of any such processing fee shall in no way
prejudice or limit Payee’s rights or remedies against Maker under this Note or
any of the other Debt Documents. 

     6. Waivers, Consents and
Covenants. Maker, any indorser or guarantor hereof, or any other party
hereto (individually an “Obligor” and collectively
“Obligors”) and each of them jointly and severally: (a) waives
presentment, demand, protest, notice of demand, notice of intent to accelerate,
notice of acceleration of maturity, notice of protest, notice of nonpayment,
notice of dishonor, and any other notice required to be given under
the law to any Obligor in connection with the delivery, acceptance, performance,
default or enforcement of this Note, any indorsement or guaranty of this Note,
or any other documents executed in connection with this Note or any other Debt
Documents now or hereafter executed in connection with any obligation of Maker
to Payee; (b) consents to all delays, extensions, renewals, or other
modifications of this Note or the Debt Documents, or waivers of any term hereof
or of the Debt Documents, or release or discharge by Payee of any Obligors, or
release, substitution, or exchange of any security for the payment hereof, or
the failure to act on the part of Payee, or any indulgence shown by Payee
(without notice to or further assent from any Obligors); (c) agrees that no such
action, failure to act or failure to exercise any right or remedy by Payee shall
in any way affect or impair the obligations of any Obligors or be construed as a
waiver by Payee of, or otherwise affect, any of Payee’s rights under this Note,
under any indorsement or guaranty of this Note or under any of the Debt
Documents; and (d) agrees to pay, on demand, all costs and expenses of
collection or defense of this Note or of any indorsement or guaranty hereof
and/or the enforcement or defense of Payee’s rights with respect to, or the
administration, supervision, preservation, or protection of, or realization
upon, any property securing payment hereof, including, without limitation,
reasonable attorney’s fees, including fees related to any suit, mediation, or
arbitration proceeding, out of court payment agreement, trial, appeal,
bankruptcy proceedings, or other proceeding, in such amount as may be determined
reasonable by any arbitrator or court, whichever is applicable. 

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     7. Prepayments.
Prepayments may be made in whole or in part at any time without premium or
penalty.

     8. Remedies Upon Default.
During the existence of an Event of Default, the entire balance outstanding
hereunder and all other obligations of any Obligor to Payee (however acquired or
evidenced) shall, at the option of Payee, become immediately due and payable;
provided, however, Payee may not require all such obligations of Obligor
hereunder to become immediately due and payable so long as there remains unpaid
any Payable Loss arising from the breach of any of the Fundamental Reps. From
and after an Event of Default, the Rate on the unpaid principal balance of this
Note shall be increased at Payee’s discretion up to the lesser of (i)
12.00%, or (ii) the Maximum Rate (the lesser of such percentages being the
“Default Rate”). The provisions herein for a Default Rate (a)
shall not be deemed to extend the time for any payment hereunder or to
constitute a “grace period” giving Obligors a right to cure any default, and (b)
shall be deemed the contract rate of interest applicable to the outstanding
principal balance of the Note from and after the occurrence of one of the events
set forth in this Section. At Payee’s option, any accrued and unpaid interest,
fees or charges may, for purposes of computing and accruing interest on a daily
basis after the due date of this Note or any installment thereof, be deemed to
be a part of the principal balance, and interest shall accrue on a daily
compounded basis after such date at the Default Rate provided in this Note until
the entire outstanding balance of principal and interest is paid in full. Upon
an Event of Default, Payee is hereby authorized at any time, at its option and
without notice or demand, to set off and charge against any money, instruments,
securities, documents, chattel paper, credits, claims, demands, income, and any
other property, rights, and interests of any Obligor which at any time shall
come into the possession or custody or under the control of Payee or any of its
agents, affiliates, or correspondents, any and all obligations due hereunder.
Additionally, Payee shall have all rights and remedies available under each of the Debt Documents, as
well as all rights and remedies available at law or in equity. 

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     9. Waiver. The failure at
any time of Payee to exercise any of its options or any other rights hereunder
shall not constitute a waiver thereof, nor shall it be a bar to the exercise of
any of its options or rights at a later date. All rights and remedies of Payee
shall be cumulative and may be pursued singly, successively or together, at the
option of Payee. The acceptance by Payee of any partial payment shall not
constitute a waiver of any default or of any of Payee’s rights under this Note.
No waiver of any of its rights hereunder, and no modification or amendment of
this Note, shall be deemed to be made by Payee unless the same shall be in
writing, duly signed on behalf of Payee; each such waiver shall apply only with
respect to the specific instance involved, and shall in no way impair the rights
of Payee or the obligations of Obligors to Payee in any other respect at any
other time. 

     10. Incorporation.
Sections 13.2 and 13.12 of the Purchase Agreement are incorporated
herein by reference and shall apply to the terms and conditions of this Note and
each party mutatis mutandis. 

     11. Partial Invalidity.
The unenforceability or invalidity of any provision of this Note shall not
affect the enforceability or validity of any other provision herein and the
invalidity or unenforceability of any provision of this Note or of the Debt
Documents to any person or circumstance shall not affect the enforceability or
validity of such provision as it may apply to other persons or circumstances.


     12. Binding Effect. This
Note shall be binding upon and inure to the benefit of Obligors and Payee and
their respective successors, assigns, heirs, and personal representatives,
provided, however, that no obligations of Obligors hereunder can be assigned
without prior written consent of Payee. 

     13. Controlling Document.
To the extent that this Note conflicts with or is in any way incompatible with
any other document related specifically to this Note, this Note shall control
over any other such document, and if this Note does not address an issue, then
each other such document shall control to the extent that it deals most
specifically with an issue. 

     14. Commercial Purpose.
MAKER REPRESENTS TO PAYEE THAT THE INDEBTEDNESS UNDER THIS NOTE IS TO BE USED
PRIMARILY FOR BUSINESS, COMMERCIAL OR AGRICULTURAL PURPOSES AND NOT FOR
PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. MAKER ACKNOWLEDGES HAVING READ AND
UNDERSTOOD, AND AGREES TO BE BOUND BY, ALL TERMS AND CONDITIONS OF THIS NOTE.


     15. Collection. If this
Note is placed in the hands of an attorney for collection, or if it is collected
through any legal proceeding at law or in equity or in bankruptcy, receivership
or other court proceedings, Maker agrees to pay all costs of collection,
including, but not limited to, court costs and reasonable attorneys’ fees. 

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     16. Waiver of Jury Trial.
MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM THAT RELATES TO OR ARISES
OUT OF THIS NOTE OR ANY OF THE DEBT DOCUMENTS OR THE ACTS OR FAILURE TO ACT OF
OR BY PAYEE IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THIS NOTE OR
THE OTHER DEBT DOCUMENTS. 

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK 

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EXECUTED as of the Effective Date. 

	MAKER: 	ADDRESS: 
	  	  
	Northstar Healthcare Inc., 	4120 Southwest Freeway Suite 150 
	a British Columbia registered corporation 	Houston, TX 77047 
	  	  
	By: 	  
	Name: 	  
	Title: 	  


[Signature Page to Promissory Note (Athas)]