Common use of Seller Note Clause in Contracts

Seller Note. The sum of Five Hundred Thousand and 00/100 Dollars ($500,000.00) shall be evidenced by a cognovit promissory note from the entities to which Purchaser assigns its rights under this Agreement pursuant to Section 13.6 (“Assignees” and each, an “Assignee”) in favor of Eaglewood Villa, Ltd. executed and delivered at Closing (the “Seller Note”). The Assignees’ obligations under the Seller Note shall be joint and several among the Assignees. The Seller Note shall be in substantially the form attached hereto as Exhibit “D”, shall be paid in twenty-four (24) months following the Closing and shall bear interest at the simple annual fixed rate of six and one-half percent (6½%). Principal and interest payments under the Seller Note shall be made monthly in arrears based on a twenty-year amortization schedule with the balance due on maturity. The Seller Note shall be guaranteed by the joint and several guaranty of AdCare Health Systems, Inc. (“ADK”) and Purchaser (the “Guaranty”) in substantially the form attached hereto as Exhibit “E”. The Seller Note shall also be secured by a Pledge and Security Agreement (the “Pledge”) substantially in the form attached hereto as Exhibit “F”, which provides a first lien security interest in 100% of the equity interest of the Purchaser in each of the Assignees (or in the Purchaser if this Agreement is not assigned to Assignee). 5. All references to Exhibit G in the Agreement shall be deleted. 6. Pursuant to Section 8.1(C) of the Agreement, Purchaser has agreed to assume the following Service Contracts: (a) Landscape Maintenance Contract dated April 5, 2011 with A Kut Above Lawn & Landscaping, LLC (b) Preventative Maintenance Agreement dated February 9, 2011 with Buckeye Power Sales Co., Inc. (c) Nursing Education Affiliation Agreement dated August 9, 2010 with Xxxxx State Community College (d) Inpatient Hospice Contract — SNF dated July 27, 2010 with Crossroads Hospice of Cincinnati, LLC dba Crossroads Hospice of Dayton, LLC (e) Agreement to Provide Dietary Consulting Services dated October 1, 2010 with Dietary Solutions, Inc. (f) Retainer Agreement Medical Director dated June 10, 2002 with Dr. Nha To, MD (g) Preventative Maintenance Program quote dated October 15, 2009 with Xxxxx Bros. Inc. (h) Lease Agreement dated July 15, 2009 with T & M Store & Lock for unit 107/132 (i) Lease Agreement dated July 15, 2009 with T & M Store & Lock for unit 109/130 (j) Xxxxxxxxxxxxxx.xxx Subscription Service Agreement dated October 21, 2010 with Wescom Solutions Inc. The remaining Services Contracts of the Properties will be terminated by Purchaser to be effective as of the Closing Date or upon such later date as required by such Service Contract. 7. Pursuant to Section 3.2 of the Agreement, Purchaser hereby agrees and acknowledges that Purchaser did not terminate the Agreement prior to the expiration of the Inspection period and that the Inspection period has expired. 8. Pursuant to Section 12.18 of the Agreement, Sellers hereby agree and acknowledge that Sellers have obtained the approval of the members and partners of the Sellers of the terms and conditions of the Agreement. 9. Pursuant to Section 1.3(a) of the form Operations Transfer Agreement attached to the Agreement as Exhibit B, Purchaser has elected to assume Sellers right, title and interest in and to the Provider Agreements. 10. Except as modified by this Amendment, the Agreement remains in full force and effect. 11. The Agreement, as modified by this Amendment, is ratified and confirmed.

Seller Note. The sum On each Seller Effective Date, the Purchaser shall issue to each related Seller a note substantially in the form of Five Hundred Thousand and 00/100 Dollars Exhibit B ($500,000.00) each, as amended, supplemented or otherwise modified from time to time, a "Seller Note"); provided, that by the execution of this Agreement, any Seller Notes existing immediately prior to the Restatement Effective Date shall be evidenced by deemed to be restated to be in the form of Exhibit B hereto as of the Restatement Effective Date. The aggregate principal amount of a cognovit promissory note from Seller Note at any time shall be equal to the entities difference between (a) the aggregate principal amount on the issuance thereof and each addition to which Purchaser assigns its rights under this Agreement the principal amount of such Seller Note pursuant to the terms of Section 13.6 3.2 as of such time, minus (“Assignees” and each, an “Assignee”b) the aggregate amount of all payments made in favor respect of Eaglewood Villa, Ltd. executed and delivered at Closing (the “principal of such Seller Note”)Note as of such time. The Assignees’ obligations under the All payments made in respect of a Seller Note shall be joint allocated, first, to pay accrued and several among unpaid interest thereon, and second, to pay the Assigneesoutstanding principal amount thereof. The Interest on the outstanding principal amount of a Seller Note shall accrue at a rate per annum equal to the highest Base Rate in effect during the applicable Settlement Period plus the percentage agreed to from time to time by the applicable Seller, the Purchaser and the Administrative Agent, which initially shall be in substantially 2%, from and including the form attached hereto as Exhibit “D”related Seller Effective Date, to but excluding the last day of each Settlement Period and shall be paid in twenty-four (24x) months following on each Settlement Date with respect to the Closing and shall bear interest at the simple annual fixed rate principal amount of six and one-half percent (6½%). Principal and interest payments under the Seller Note outstanding from time to time during the Settlement Period immediately preceding such Settlement Date and/or (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on a Seller Note which is not so paid shall be made monthly added, at the request of such Seller, to the principal amount of such Seller Note. Principal hereunder not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date of a Seller Note. Default in arrears based on the payment of principal or interest under a twenty-year amortization schedule with the balance due on maturity. The Seller Note shall be guaranteed by the joint and several guaranty of AdCare Health Systems, Inc. (“ADK”) and Purchaser (the “Guaranty”) in substantially the form attached hereto as Exhibit “E”. The Seller Note shall also be secured by not constitute a Pledge and Security Agreement (the “Pledge”) substantially in the form attached hereto as Exhibit “F”, which provides a first lien security interest in 100% of the equity interest of the Purchaser in each of the Assignees (or in the Purchaser if Purchase Termination Event under this Agreement is not assigned to Assignee). 5. All references to Exhibit G in the Agreement shall be deleted. 6. Pursuant to Section 8.1(C) of the Agreement, Purchaser has agreed to assume a Collection Agent Default or a Termination Event under the following Service Contracts: (a) Landscape Maintenance Contract dated April 5, 2011 with A Kut Above Lawn & Landscaping, LLC (b) Preventative Maintenance Agreement dated February 9, 2011 with Buckeye Power Sales Co., Inc. (c) Nursing Education Affiliation Agreement dated August 9, 2010 with Xxxxx State Community College (d) Inpatient Hospice Contract — SNF dated July 27, 2010 with Crossroads Hospice of Cincinnati, LLC dba Crossroads Hospice of Dayton, LLC (e) Agreement to Provide Dietary Consulting Services dated October 1, 2010 with Dietary Solutions, Inc. (f) Retainer Agreement Medical Director dated June 10, 2002 with Dr. Nha To, MD (g) Preventative Maintenance Program quote dated October 15, 2009 with Xxxxx Bros. Inc. (h) Lease Agreement dated July 15, 2009 with T & M Store & Lock for unit 107/132 (i) Lease Agreement dated July 15, 2009 with T & M Store & Lock for unit 109/130 (j) Xxxxxxxxxxxxxx.xxx Subscription Service Agreement dated October 21, 2010 with Wescom Solutions Inc. The remaining Services Contracts of the Properties will be terminated by Purchaser to be effective as of the Closing Date or upon such later date as required by such Service Contract. 7. Pursuant to Section 3.2 of the Agreement, Purchaser hereby agrees and acknowledges that Purchaser did not terminate the Agreement prior to the expiration of the Inspection period and that the Inspection period has expired. 8. Pursuant to Section 12.18 of the Agreement, Sellers hereby agree and acknowledge that Sellers have obtained the approval of the members and partners of the Sellers of the terms and conditions of the Receivables Transfer Agreement. 9. Pursuant to Section 1.3(a) of the form Operations Transfer Agreement attached to the Agreement as Exhibit B, Purchaser has elected to assume Sellers right, title and interest in and to the Provider Agreements. 10. Except as modified by this Amendment, the Agreement remains in full force and effect. 11. The Agreement, as modified by this Amendment, is ratified and confirmed.

Seller Note. Purchaser may at any time prior to the Maturity ----------- Date (as defined in the Seller Note) and shall in the event of a Change of Control (as defined in the Seller Note), prepay in full the Seller Note by depositing the Principal Amount of the Seller Note and any accrued but unpaid interest thereon (collectively, the "Escrow Amount") into ------------- an escrow account reasonably acceptable to both Purchaser and Seller. The sum Escrow Amount will remain in escrow for the remaining term of Five Hundred Thousand the Note, upon which the Escrow Amount, and 00/100 Dollars any interest earned thereon, will become the property of Seller. The escrow agreement ($500,000.00the "Escrow Agreement") shall provide (i) that all ---------------- amounts shall be evidenced by a cognovit promissory note from paid to Seller at the entities Maturity Date unless (ii) the Purchaser would be entitled to which Purchaser assigns its rights under this Agreement offset any amount pursuant to Section 13.6 (“Assignees” and each, an “Assignee”) in favor 4 of Eaglewood Villa, Ltd. executed and delivered at Closing (the “Seller Note”). The Assignees’ obligations under the Seller Note against any amounts due and payable thereunder had such note remained outstanding, in which event Seller shall be joint entitled to a distribution from the Escrow Account of such amount, together with any interest due thereon, and several among the Assignees. The Seller Note shall be (iii) any amounts held in substantially the form attached hereto as Exhibit “D”, shall be paid in twenty-four (24) months following the Closing and shall bear interest at the simple annual fixed rate of six and one-half percent (6½%). Principal and interest payments under the Seller Note shall be made monthly in arrears based on a twenty-year amortization schedule with the balance due on maturity. The Seller Note shall be guaranteed by the joint and several guaranty of AdCare Health Systems, Inc. (“ADK”) and Purchaser (the “Guaranty”) in substantially the form attached hereto as Exhibit “E”. The Seller Note shall also be secured by a Pledge and Security Agreement (the “Pledge”) substantially in the form attached hereto as Exhibit “F”, which provides a first lien security interest in 100% of the equity interest of the Purchaser in each of the Assignees (or in the Purchaser if this Agreement is not assigned to Assignee). 5. All references to Exhibit G in the Agreement shall be deleted. 6. Pursuant to Section 8.1(C) of the Agreement, Purchaser has agreed to assume the following Service Contracts: (a) Landscape Maintenance Contract dated April 5, 2011 with A Kut Above Lawn & Landscaping, LLC (b) Preventative Maintenance Agreement dated February 9, 2011 with Buckeye Power Sales Co., Inc. (c) Nursing Education Affiliation Agreement dated August 9, 2010 with Xxxxx State Community College (d) Inpatient Hospice Contract — SNF dated July 27, 2010 with Crossroads Hospice of Cincinnati, LLC dba Crossroads Hospice of Dayton, LLC (e) Agreement to Provide Dietary Consulting Services dated October 1, 2010 with Dietary Solutions, Inc. (f) Retainer Agreement Medical Director dated June 10, 2002 with Dr. Nha To, MD (g) Preventative Maintenance Program quote dated October 15, 2009 with Xxxxx Bros. Inc. (h) Lease Agreement dated July 15, 2009 with T & M Store & Lock for unit 107/132 (i) Lease Agreement dated July 15, 2009 with T & M Store & Lock for unit 109/130 (j) Xxxxxxxxxxxxxx.xxx Subscription Service Agreement dated October 21, 2010 with Wescom Solutions Inc. The remaining Services Contracts of the Properties will be terminated by Purchaser to be effective escrow as of the Closing Maturity Date that are subject to an unresolved claim by Purchaser duly and timely made hereunder shall remain in the Escrow Account until such claim is finally resolved in accordance with the terms of this Agreement. The Escrow Agreement shall provide that all distributions from the Escrow Account (including any distribution to Seller on or following the Maturity Date) shall only be made upon such later date as required by such Service Contract. 7. Pursuant to Section 3.2 the presentation of the Agreement, Purchaser hereby agrees and acknowledges that Purchaser did not terminate the Agreement prior joint written instructions to the expiration Escrow Agent executed by each of the Inspection period Purchaser and that the Inspection period has expired. 8Seller. Pursuant to Section 12.18 of the Agreement, Sellers hereby agree and acknowledge that Sellers have obtained the approval of the members and partners of the Sellers of the The Escrow Agreement shall otherwise contain such other customary terms and conditions of the Agreementas are agreed to by Purchaser and Seller. 9. Pursuant to Section 1.3(a) of the form Operations Transfer Agreement attached to the Agreement as Exhibit B, Purchaser has elected to assume Sellers right, title and interest in and to the Provider Agreements. 10. Except as modified by this Amendment, the Agreement remains in full force and effect. 11. The Agreement, as modified by this Amendment, is ratified and confirmed.

Seller Note. The sum On the Closing Date or Seller Addition Date, as applicable, the Purchaser shall issue to each Seller a note substantially in the form of Five Hundred Thousand and 00/100 Dollars Exhibit B ($500,000.00) shall be evidenced by a cognovit promissory note from the entities to which Purchaser assigns its rights under this Agreement pursuant to Section 13.6 (“Assignees” and each, an “Assignee”) in favor of Eaglewood Villaas amended, Ltd. executed and delivered at Closing (the “supplemented or otherwise modified from time to time, a "Seller Note”"). The Assignees’ obligations under aggregate principal amount of a Seller Note at any time shall be equal to the difference between (a) the aggregate principal amount on the issuance thereof and each addition to the principal amount of such Seller Note pursuant to the terms of Section 3.2 as of such time, minus (b) the aggregate amount of all payments made in respect of the principal of such Seller Note as of such time. All payments made in respect of a Seller Note shall be joint allocated, first, to pay accrued and several among unpaid interest thereon, and second, to pay the Assigneesoutstanding principal amount thereof. The Interest on the outstanding principal amount of a Seller Note shall be accrue at a rate per annum equal to the highest Base Rate in substantially effect during the form attached hereto as Exhibit “D”applicable Settlement Period plus the percentage agreed to from time to time by the applicable Seller, the Purchaser and the Administrative Agent, which initially shall be paid in twenty-four (24) months following the Closing 2%, from and shall bear interest at the simple annual fixed rate of six and one-half percent (6½%). Principal and interest payments under the Seller Note shall be made monthly in arrears based on a twenty-year amortization schedule with the balance due on maturity. The Seller Note shall be guaranteed by the joint and several guaranty of AdCare Health Systems, Inc. (“ADK”) and Purchaser (the “Guaranty”) in substantially the form attached hereto as Exhibit “E”. The Seller Note shall also be secured by a Pledge and Security Agreement (the “Pledge”) substantially in the form attached hereto as Exhibit “F”, which provides a first lien security interest in 100% of the equity interest of the Purchaser in each of the Assignees (or in the Purchaser if this Agreement is not assigned to Assignee). 5. All references to Exhibit G in the Agreement shall be deleted. 6. Pursuant to Section 8.1(C) of the Agreement, Purchaser has agreed to assume the following Service Contracts: (a) Landscape Maintenance Contract dated April 5, 2011 with A Kut Above Lawn & Landscaping, LLC (b) Preventative Maintenance Agreement dated February 9, 2011 with Buckeye Power Sales Co., Inc. (c) Nursing Education Affiliation Agreement dated August 9, 2010 with Xxxxx State Community College (d) Inpatient Hospice Contract — SNF dated July 27, 2010 with Crossroads Hospice of Cincinnati, LLC dba Crossroads Hospice of Dayton, LLC (e) Agreement to Provide Dietary Consulting Services dated October 1, 2010 with Dietary Solutions, Inc. (f) Retainer Agreement Medical Director dated June 10, 2002 with Dr. Nha To, MD (g) Preventative Maintenance Program quote dated October 15, 2009 with Xxxxx Bros. Inc. (h) Lease Agreement dated July 15, 2009 with T & M Store & Lock for unit 107/132 (i) Lease Agreement dated July 15, 2009 with T & M Store & Lock for unit 109/130 (j) Xxxxxxxxxxxxxx.xxx Subscription Service Agreement dated October 21, 2010 with Wescom Solutions Inc. The remaining Services Contracts of the Properties will be terminated by Purchaser to be effective as of including the Closing Date or upon such later date Seller Addition Date, as required by such Service Contract. 7. Pursuant applicable, to Section 3.2 but excluding the last day of each Settlement Period and shall be paid (x) on each Settlement Date with respect to the principal amount of the Seller Note outstanding from time to time during the Settlement Period immediately preceding such Settlement Date and/or (y) on the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on a Seller Note which is not so paid shall be added, at the request of such Seller, to the principal amount of such Seller Note. Principal hereunder not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date of a Seller Note. Default in the payment of principal or interest under a Seller Note shall not constitute a Purchase Termination Event under this Agreement, Purchaser hereby agrees and acknowledges that Purchaser did not terminate a Collection Agent Default or a Termination Event under the Agreement prior to the expiration of the Inspection period and that the Inspection period has expired. 8. Pursuant to Section 12.18 of the Agreement, Sellers hereby agree and acknowledge that Sellers have obtained the approval of the members and partners of the Sellers of the terms and conditions of the Receivables Transfer Agreement. 9. Pursuant to Section 1.3(a) of the form Operations Transfer Agreement attached to the Agreement as Exhibit B, Purchaser has elected to assume Sellers right, title and interest in and to the Provider Agreements. 10. Except as modified by this Amendment, the Agreement remains in full force and effect. 11. The Agreement, as modified by this Amendment, is ratified and confirmed.

Seller Note. On the Effective Date, the Company shall issue to the Sellers a subordinated note substantially in the form of Exhibit A hereto (as amended, supplemented or otherwise modified from time to time, the "Seller Note"). The sum Company has incurred Indebtedness evidenced by the Seller Note and may continue to incur Indebtedness evidenced by the Seller Note on any date only (i) if such date is a Payment Date; (ii) in payment to each Seller of Five Hundred Thousand all or a portion of the Purchase Price (net of such deductions as provided in Section 2.03(d) hereof) for Receivables and 00/100 Dollars other Receivable Assets required to be paid for by the Company to such Seller on such Payment Date in accordance with Section 2.02 hereof; ($500,000.00iii) to the extent that cash was not available to pay such Purchase Price (net of such deductions) in accordance with Sections 2.03(b)(i), 2.03(b)(ii) and 2.03(b)(iii) (as applicable); and (iv) subject, in any event, to Section 8.03 hereof. Interest on the principal amount of the Seller Note (as such principal amount may have been increased pursuant to the preceding sentence and the following proviso) shall accrue at One-Month LIBOR plus 2.00% per annum from and including the Effective Date and shall be paid on each Distribution Date with respect to amounts accrued and not paid as of the last day of the preceding Settlement Period and the maturity date thereof; provided, however, that, to the maximum extent permitted by law, accrued interest on the Seller Note which is not so paid shall be added, at the request of the applicable Seller, to the principal amount of the Seller Note. The principal amount of the Seller Note (as such principal amount may have been increased pursuant to the proviso to the preceding sentence) shall be evidenced by a cognovit promissory note from payable on the entities to which Purchaser assigns its rights under this Agreement maturity date of the Seller Note (unless sooner prepaid pursuant to Section 13.6 (“Assignees” the terms thereof and eachof the other Transaction Documents). Each Seller's interest in, an “Assignee”) and all payments in favor respect of, the Seller Note shall be allocated among the Sellers by the Master Servicer pro rata in accordance with the amount of Eaglewood Villa, Ltd. executed and delivered at Closing (Receivables sold by each such Seller to the “Company that are paid for by the incurrence of debt under the Seller Note”). The Assignees’ obligations Default in the payment of principal or interest under the Seller Note shall be joint and several among the Assignees. The Seller Note shall be in substantially the form attached hereto as Exhibit “D”not constitute a default or event of default or a Purchase Termination Event hereunder, shall be paid in twenty-four (24) months following the Closing and shall bear interest at the simple annual fixed rate of six and one-half percent (6½%). Principal and interest payments a Servicer Default under the Seller Note shall be made monthly in arrears based on a twenty-year amortization schedule with Servicing Agreement or an Early Amortization Event under the balance due on maturity. The Seller Note shall be guaranteed by the joint and several guaranty of AdCare Health Systems, Inc. (“ADK”) and Purchaser (the “Guaranty”) in substantially the form attached hereto as Exhibit “E”. The Seller Note shall also be secured by a Pledge and Security Pooling Agreement (the “Pledge”) substantially in the form attached hereto as Exhibit “F”, which provides a first lien security interest in 100% of the equity interest of the Purchaser in each of the Assignees (or in the Purchaser if this Agreement is not assigned to Assignee)any Supplement thereto. 5. All references to Exhibit G in the Agreement shall be deleted. 6. Pursuant to Section 8.1(C) of the Agreement, Purchaser has agreed to assume the following Service Contracts: (a) Landscape Maintenance Contract dated April 5, 2011 with A Kut Above Lawn & Landscaping, LLC (b) Preventative Maintenance Agreement dated February 9, 2011 with Buckeye Power Sales Co., Inc. (c) Nursing Education Affiliation Agreement dated August 9, 2010 with Xxxxx State Community College (d) Inpatient Hospice Contract — SNF dated July 27, 2010 with Crossroads Hospice of Cincinnati, LLC dba Crossroads Hospice of Dayton, LLC (e) Agreement to Provide Dietary Consulting Services dated October 1, 2010 with Dietary Solutions, Inc. (f) Retainer Agreement Medical Director dated June 10, 2002 with Dr. Nha To, MD (g) Preventative Maintenance Program quote dated October 15, 2009 with Xxxxx Bros. Inc. (h) Lease Agreement dated July 15, 2009 with T & M Store & Lock for unit 107/132 (i) Lease Agreement dated July 15, 2009 with T & M Store & Lock for unit 109/130 (j) Xxxxxxxxxxxxxx.xxx Subscription Service Agreement dated October 21, 2010 with Wescom Solutions Inc. The remaining Services Contracts of the Properties will be terminated by Purchaser to be effective as of the Closing Date or upon such later date as required by such Service Contract. 7. Pursuant to Section 3.2 of the Agreement, Purchaser hereby agrees and acknowledges that Purchaser did not terminate the Agreement prior to the expiration of the Inspection period and that the Inspection period has expired. 8. Pursuant to Section 12.18 of the Agreement, Sellers hereby agree and acknowledge that Sellers have obtained the approval of the members and partners of the Sellers of the terms and conditions of the Agreement. 9. Pursuant to Section 1.3(a) of the form Operations Transfer Agreement attached to the Agreement as Exhibit B, Purchaser has elected to assume Sellers right, title and interest in and to the Provider Agreements. 10. Except as modified by this Amendment, the Agreement remains in full force and effect. 11. The Agreement, as modified by this Amendment, is ratified and confirmed.