EX-10.4






PROMISSORY NOTE




February 5, 2007

Santa Ana, California




$6,000,000.00




	1.	 	Promise to Pay.





FOR VALUE RECEIVED, NNN Gallery Medical, LLC, a Delaware limited liability company,
(“Borrower”), having an address and billing address at 1551 N. Tustin Avenue, Suite 300, Santa Ana,
California 92705, promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national
banking association (“Lender”), whose address is 135 South LaSalle Street, Suite 3410, Chicago,
Illinois 60603, or at such other place as the holder hereof may from time to time designate, on or
before March 1, 2017 1, 2017 (the “Maturity Date”), the principal amount of SIX MILLION AND 00/100
DOLLARS ($6,000,000.00) (the “Principal Amount”), or so much thereof as may from time to time be
outstanding, in lawful money of the United States of America, with interest thereon to be computed
from the date of this Promissory Note at the Contract Rate (hereinafter defined), and to be paid in
accordance with the terms of this Promissory Note without set-off, deduction or counterclaim. This
Promissory Note and any modifications, renewals or extensions hereof and any substitutions therefor
(the “Note”) the Mortgage, Security Agreement and Fixture Filing dated as of even date herewith
executed by Borrower in favor of Lender (the “Security Instrument”) and any and all other documents
now or hereafter executed by Borrower and/or others in favor of Lender, which wholly or partially
secure or guarantee payment of this Note or pertain to indebtedness evidenced by this Note (the
“Loan”), are collectively referred to herein as the “Loan Documents”.




	2.	 	Principal and Interest.





So long as no Event of Default (as hereinafter defined) exists, interest shall accrue on the
outstanding Principal Amount at Five and 76/100 percent (5.76%) per annum (the “Contract Rate”)
based on the actual number of days in each given month and a 360 day year. Principal and interest
shall be paid to the Lender as follows: (a) on the date hereof, a payment of all interest that is
scheduled to accrue on the Principal Amount through the remainder of this calendar month, but
excluding the first day of the next calendar month following the date hereof, (b) commencing on
April 1, 2007, on the first day of each month thereafter up to and including March 1, 2011,
Borrower shall pay to Lender a payment of interest only accrued on the Principal Amount during the
preceding calendar month, (c) commencing on April 1, 2011, and on the first day of each month
thereafter up to and including February 1, 2017, Borrower shall pay to Lender constant monthly
payments of principal and interest equal to $35,052.50, which is based upon the Contract Rate and a
thirty (30) year amortization schedule; and (d) the outstanding Principal Amount of this Note,
together with all accrued and unpaid interest, shall be due and payable in full on the Maturity
Date. Whenever any payment is stated to be due or a computation is to be made on a day that is not
a Business Day, such payment or computation will be made on the next succeeding Business Day, but
the calculation of interest remains from the first day of the month through the last day of the
month. “Business Day” shall be defined as a day of the year on which banks are not required or
authorized to close in Chicago, Illinois or New York, New York.




	3.	 	Prepayment and Defeasance.






	 	3.1	 	Prepayments.





This Note may not be prepaid in whole or in part during the term hereof, except as otherwise
specifically provided herein. Notwithstanding the foregoing, provided no Event of Default has
occurred and is outstanding, the Loan may be repaid without a prepayment fee or premium anytime
after the date on which the 117th scheduled monthly loan payment is due and has been paid in full
(the “Optional Prepayment Date”). If the Loan is prepaid on a date other than the first of a
calendar month, in addition to all other amounts due and payable hereunder, Borrower shall pay
interest to, but excluding the first day of the next calendar month. If the Loan has been defeased
pursuant to Subparagraph 3.2, it may not be prepaid prior to the Maturity Date.




	 	3.1	 	Defeasance.





Notwithstanding any provision of this Paragraph 3 to the contrary (but subject to the last
sentence of this Subparagraph 3.2), at any time after the earlier of (a) three (3) years after the
full funding of the Loan or (b) two (2) years after the “startup day,” within the meaning of
Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended from time to time or any
successor statute (the “Code”), of a “real estate mortgage investment conduit” (“REMIC”), within
the meaning of Section 860D of the Code, that holds this Note, and provided no Event of Default has
occurred and is continuing hereunder or under any of the other Loan Documents, Borrower may cause
the release of the Property from the lien of the Security Instrument and the other Loan Documents
upon the satisfaction of the following conditions (the “Defeasance”):




	 	(i)	 	Not less than thirty (30) days prior written notice shall be
given to Lender specifying a date (the “Release Date”) on which the Defeasance
Deposit (as hereinafter defined) is to be made, such date being a day on which
a regularly scheduled monthly installment of principal and interest is required
to be paid pursuant to Paragraph 2 above (a “Debt Service Payment Date”);






	 	(ii)	 	Borrower shall pay to Lender all accrued and unpaid interest on
the principal balance of the Note and all scheduled principal payments (if any)
due through and including the Release Date. If for any reason the Release Date
is not a Debt Service Payment Date, Borrower shall also pay interest that would
have accrued on the Note through the next Debt Service Payment Date;






	 	(iii)	 	Borrower shall have paid all other sums (not including
scheduled interest or principal payments) due under this Note and under the
other Loan Documents, including any Defeasance processing fee charged by
Lender;






	 	(iv)	 	Borrower shall deliver to Lender on or prior to the Release
Date:






	 	A.	 	The estimated amount necessary to purchase the
Defeasance Collateral (the “Defeasance Deposit”);






	 	B.	 	An executed pledge and security agreement, in
form and substance satisfactory to Lender in its sole discretion,
creating a security interest in favor of Lender in the Defeasance
Deposit and the Defeasance Collateral (as defined herein) (the
“Defeasance Security Agreement”);






	 	C.	 	A certificate of Borrower certifying that it is
requesting the lien against the Property be released to facilitate a
disposition or refinancing of, or other customary commercial
transaction involving, the Property and not as part of an arrangement
to collateralize a REMIC offering with obligations that are not real
estate mortgages, and that all of the other requirements set forth in
this Subparagraph 3.2 have been satisfied;






	 	D.	 	An opinion of counsel for Borrower in form and
substance and delivered by counsel satisfactory to Lender in its sole
discretion stating, among other things, that (1) the Defeasance Deposit
has been duly and validly assigned and delivered to Lender; (2) the
posting of the Defeasance Deposit will not adversely affect the tax
status of the REMIC under the Code and that the Defeasance complies
with all applicable REMIC provisions under the Code; and (3) Lender has
a perfected first priority security interest in the Defeasance
Collateral and that the Defeasance Security Agreement is enforceable
against Borrower in accordance with its terms;






	 	E.	 	A certificate of Borrower certifying that all
requirements relating to the Defeasance set forth in this Note and any
other Loan Documents have been satisfied or waived; and






	 	F.	 	Such other certificates, opinions of counsel,
documents or instruments as Lender may reasonably require; and






	 	(v)	 	If required by the Applicable Rating Agencies for any Secondary
Market Transaction relating to the Loan, Lender receives written assurances
that the securities of the REMIC (“Securities”) that directly or indirectly
holds this Note will not have a downgrade, withdrawal or qualification of the
credit rating then assigned to the Securities by any rating agencies
(“Applicable Rating Agencies”) as a result of the Defeasance;






	 	(vi)	 	The holder of the Defeasance Collateral, which shall be
successor entity designated by LaSalle Bank National Association in its sole
discretion, shall be a single purpose entity, which shall not own any other
assets or have any other liabilities or operate any other property (except in
connection with other defeased loans held in the same securitized loan pool
with the Loan);






	 	(vii)	 	Borrower shall pay all costs and expenses incurred by Lender
or its agents in connection with the Defeasance, including, without limitation,
all costs and expenses associated with the purchase of the Defeasance
Collateral, the preparation of the Defeasance Security Agreement and related
documentation, the preparation and recordation of a release of the lien of the
Security Instrument, as well as all fees and expenses of the Applicable Rating
Agencies, and all reasonable accountants’ and attorneys’ fees and expenses; and






	 	(viii)	 	Borrower must comply with all other applicable REMIC provisions under the
Code as well as any Applicable Rating Agencies’ requirements.





Notwithstanding anything that may be contained herein to the contrary, the Loan may not be
defeased during the last ninety (90) days of the loan term if the Loan has not previously been
defeased.




	 	3.2	 	Defeasance Collateral.





Upon compliance with the requirements of Subparagraph 3.2 above:



(a) Lender shall use the Defeasance Deposit to purchase on Borrower’s behalf (i) direct,
non-callable obligations of the United States of America (which are government securities within
the meaning of Treas. Reg. 1.860G-2(a)(8)(i) and which securities must comply [as determined by
Lender in its sole discretion] with REMIC and rating agency requirements) or (ii) to the extent
acceptable to the Rating Agencies pursuant to then current published guidelines, other “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as
amended, that provide, without reinvestment, for payments not later than the due dates of all
successive monthly Debt Service Payment Dates occurring after the Release Date through the Optional
Prepayment Date, with each such payment being equal to or greater than the amount of the
corresponding installment of principal and interest required to be paid under this Note (including
the entire outstanding principal balance and all other sums due under this Note on the Optional
Prepayment Date) (the “Defeasance Collateral”) as certified by an independent certified public
accountant satisfactory to Lender, each of which securities shall be duly endorsed as directed by
Lender or accompanied by a written instrument of transfer in form and substance wholly satisfactory
to Lender (including, without limitation, such instruments as may be required by the depository
institution holding such securities to effectuate book-entry transfers and pledges through the
book-entry facilities of such institution) to create a first priority security interest therein in
favor of Lender in conformity with all applicable state and federal laws governing granting of such
security interests. In connection with the conditions set forth above, Borrower hereby appoints
Lender as its agent and attorney-in-fact for the purpose of purchasing the Defeasance Collateral
with the Defeasance Deposit. Borrower, pursuant to the Defeasance Security Agreement, shall
authorize and direct the payments received from the Defeasance Collateral to be made directly to
Lender and applied to satisfy the obligations of Borrower under this Note. Any portion of the
Defeasance Deposit in excess of the amount necessary to purchase the Defeasance Collateral and
satisfy all of Borrower’s obligations to Lender shall be returned to Borrower without interest.



(b) The Property shall be released from the lien of the Security Instrument and the other Loan
Documents after Borrower fulfills the Applicable Rating Agencies’ and all REMIC requirements, and
the Defeasance Collateral shall constitute collateral which shall secure this Note and all other
obligations under the Loan Documents.




	 	3.3	 	Assignment.





Upon the release of the Property in accordance with this Paragraph 3, Borrower shall assign
all its obligations and rights under this Note, together with the pledged Defeasance Collateral, to
a successor entity designated by LaSalle Bank National Association in its sole discretion. Such
successor entity shall be a single purpose entity, which shall not own any other assets or have any
other liabilities or operate any other property (except in connection with other defeased loans
held in the same securitized loan pool with the Loan), and shall execute an assumption agreement in
form and substance satisfactory to Lender in its sole discretion pursuant to which it shall assume
Borrower’s obligations under this Note and the Defeasance Security Agreement. As conditions to
such assignments and assumption, Borrower shall (a) deliver to Lender an opinion of counsel in form
and substance and delivered by counsel satisfactory to the Applicable Rating Agencies and Lender in
its sole discretion stating, among other things, that such assumption agreement is enforceable
against Borrower and such successor entity in accordance with its terms and that this Note, the
Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against
such successor entity in accordance with their respective terms, (b) if a non-consolidation opinion
with respect to the successor entity is required by the Applicable Rating Agencies, pay the
reasonable legal expenses of Lender’s counsel incurred in connection with that opinion (in form and
substance satisfactory to the Applicable Rating Agencies), (c) pay all costs and expenses incurred
by Lender or its agents in connection with such assignment and assumption (including, without
limitation, the review of the proposed transferee and the preparation of the assumption agreement
and related documentation), and (d) pay to the servicer of this Note a defeasance processing fee in
an amount equal to one-half of one percent (0.5%) of the outstanding principal balance of this Note
but in no event less than (i) $10,000 or greater than (ii) $20,000, provided, notwithstanding
anything to the contrary herein or in the other Loan Documents, no other assumption fee shall be
payable by Borrower in connection with such assumption. Upon such assumption, Borrower shall be
relieved of its obligations hereunder, under the other Loan Documents and under the Defeasance
Security Agreement, with the sole exception of (A) representations and warranties made in
connection with Defeasance, (B) the underlying obligation to effect Defeasance, (C) any loss to
Lender if Defeasance is set aside, voided or rescinded and (D) any rights or obligations that are
specifically intended to survive the repayment of the Loan or other payment, satisfaction or
termination of this Note, the Loan Documents or the Defeasance Security Agreement.




	 	3.4	 	No Further Rights.





Upon the release of the Property in accordance with this Paragraph 3, Borrower shall have no
further right to prepay this Note pursuant to the other provisions of this Paragraph 3 or
otherwise.




	 	3.5	 	Prepayment Fee After Event of Default.





In the event the Principal Amount of this Note is, as a result of Lender’s exercise of its
rights upon Borrower’s default and acceleration of the obligation to pay the unpaid Principal
Amount of this Note (irrespective of whether foreclosure proceedings have been commenced), (a) due
prior to the Maturity Date, or (b) paid prior to the Maturity Date, Lender shall, in either event,
be entitled to collect and Borrower shall pay to Lender on the date of prepayment (the “Prepayment
Date”), in addition to any other sums due hereunder or under any of the other Loan Documents, a
prepayment fee (the “Prepayment Fee”) in an amount equal to the greater of (i) 2% of the
outstanding principal balance of this Note at the time such payment or proceeds are received by
Lender or (ii) the Yield Maintenance Amount. Lender shall notify Borrower of the amount of the
Prepayment Fee that Borrower shall be required to pay on the Prepayment Date.




“Yield Maintenance Amount” means an amount, never less than zero, equal to (x) the present
value as of the date such prepayment or proceeds are received of the remaining scheduled
payments of principal and interest from the date such payment or proceeds are received
through the Maturity Date (including any balloon payment) determined by discounting such
payments at the Discount Rate (as hereinafter defined) less (y) the amount of the payment or
proceeds received by Lender.




“Discount Rate” means the rate which, when compounded monthly, is equivalent to the Treasury
Rate (as hereinafter defined), when compounded semi-annually.




“Treasury Rate” means the yield calculated by the interpolation of the yields, as reported
in Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading “U.S.
Government Securities/Treasury Constant Maturities” for the week ending prior to the date
such payment or proceeds are received, of U.S. Treasury constant maturities with maturity
dates (one longer and one shorter) most nearly approximating the Maturity Date (in the event
Release H.15 is no longer published, Lender shall select a comparable publication to
determine the Treasury Rate).




All percentages shall be rounded to the nearest one hundred thousandth percent and dollar
amounts shall be rounded to the nearest whole dollar.




	 	3.6	 	Prepayment Following Casualty or Condemnation. 





Notwithstanding the foregoing, provided no Event of Default has occurred and is outstanding,
there shall be no Yield Maintenance Amount and Defeasance shall not be required to the extent the
prepayment is attributed solely to Lender’s application of any insurance proceeds or condemnation
awards against the Principal Amount in accordance with Paragraph 5 of the Security Instrument.




	4.	 	Default.






	 	4.1	 	Events of Default.





The following shall constitute an “Event of Default” under this Note: (a) failure to pay any
amounts owed pursuant to this Note within five (5) days after such payment is due; (b) failure to
pay the outstanding Principal Amount and all accrued and unpaid interest in full on the Maturity
Date; or (c) the occurrence of any Event of Default under any of the other Loan Documents.




	 	4.2	 	Remedies.





So long as an Event of Default remains outstanding: (a) interest shall accrue at a rate (the
“Default Rate”) equal to the lesser of (i) the Contract Rate plus 5% per annum, or (ii) the maximum
amount permitted by applicable law, and, to the extent not paid when due, shall be added to the
Principal Amount; (b) Lender may, at its option and without notice (which notice is expressly
waived), declare the unpaid Principal Amount and all accrued and unpaid interest immediately due
and payable. Lender’s rights, remedies and powers, as provided in this Note and the other Loan
Documents, are cumulative and concurrent, and may be pursued singly, successively or together
against Borrower, the security described in the other Loan Documents, any guarantor(s) hereof and
any other security given at any time to secure the payment hereof, all at the sole discretion of
Lender. Additionally, Lender may in its sole discretion resort to every other right or remedy
available at law or in equity without first exhausting the rights and remedies contained herein.
Lender’s failure, for any period of time or on more than one occasion, to exercise its option to
accelerate the Maturity Date shall not constitute a waiver of the right to exercise the same at any
time during the continued existence of any Event of Default or any subsequent Event of Default.




	5.	 	Late Charge.





Except for the final payment due on the Loan on the Maturity Date, if payments of principal
and/or interest, or any other amounts due under this Note or the other Loan Documents are not
timely made and remain overdue for a period of five (5) days, Borrower, without notice or demand by
Lender, promptly shall pay a late charge (the “Late Charge”) equal to the lesser of (a) three
percent (3%) of such past due amounts or (b) the maximum amount permitted by applicable law. Until
paid, the Late Charge shall be added to the Principal Amount. Nothing in this Note shall be
construed as an obligation on the part of Lender to accept, at any time, less than the full amount
then due hereunder, or as a waiver or limitation of Lender’s right to compel prompt performance.




	6.	 	Waiver.





Borrower, for itself and all endorsers, guarantors and sureties of this Note, and each of
them, and their heirs, legal representatives, successors and assigns, respectively hereby waives
presentment for payment, demand, notice of nonpayment, notice of dishonor, protest of any dishonor,
notice of protest and protest of this Note, and all other notices in connection with the delivery,
acceptance, performance, default or enforcement of the payment of this Note (excepting only notices
expressly provided for herein), and agrees that its liability shall be unconditional and without
regard to the liability of any other party and shall not be in any manner affected by any
indulgence, extension of time, renewal, waiver or modification granted or consented to by the
Lender. Borrower, for itself and all endorsers, guarantors and sureties of this Note, and each of
them, and their heirs, legal representatives, successors and assigns, respectively hereby consents
to every extension of time, renewal, waiver or modification that may be granted by Lender with
respect to the payment or other provisions of this Note, and to the release of any makers,
endorsers, guarantors or sureties, or of any collateral given to secure the payment hereof, or any
part hereof, with or without substitution, and agrees that additional makers or guarantors or
endorsers may become parties hereto without notice to Borrower and without affecting the liability
of Borrower hereunder. Borrower hereby waives the right to assert a setoff, counterclaim or
deduction in any action or arising out of or in any way connected with this Note or any of the
other Loan Documents. No right of rescission, set-off, abatement, diminution, counterclaim or
defense has been or will be asserted with respect to this Note or any of the other Loan Documents.




	7.	 	Security, Application of Payments.





This Note is secured by, and Lender is entitled to the benefits of, the liens, encumbrances,
and obligations created hereby and by the Security Instrument and the other Loan Documents and the
terms and provisions of the Security Instrument and the other Loan Documents are hereby
incorporated herein. Each payment on the Loan is to be applied when received first to the payment
of any fees, expenses or other costs Borrower is obligated to pay hereunder or under the terms of
the Security Instrument or the other Loan Documents, second to the payment of any accrued and
unpaid Late Charge, third to the payment of interest on the Principal Amount from time to time
remaining unpaid, and the remainder of such payment shall be used to reduce the Principal Amount.




	8.	 	Sale of Loan; Securitization.





Lender may, at any time and without the consent of Borrower or any “Guarantor” (as defined in
that certain Guaranty of even date herewith given by Guarantor to Lender in connection with the
Loan), grant participation in or sell, transfer, securitize, assign and convey all or any portion
of its right, title and interest in and to the Loan, the servicing of the Loan, this Note, the
Security Instrument, and the other Loan Documents, any guaranties given in connection with the Loan
and any collateral given to secure the Loan. Borrower covenants to cooperate with Lender’s efforts
in the sale, transfer or securitization of the Loan; such cooperation includes Borrower’s
obligations to (a) make non-material modifications of the Loan Documents (such modifications shall
not have a material adverse impact on Borrower and accordingly such modifications shall not (i)
increase the amount of the Loan or (ii) change the Contract Rate), (b) provide additional
information regarding Borrower’s financial statements, (c) deliver updated information regarding
Borrower and the Property, (d) cooperate with all third parties, including, but not limited to,
Applicable Rating Agencies and potential investors to facilitate the rating and securitization of
the Loan, (e) review Lender’s securitization offering materials to the extent such materials relate
to Borrower, the Property or the Loan, (f) respond to any inquiries of Lender or other party
relating thereto and (g) deliver an estoppel certificate. Borrower agrees to represent and warrant
the absence of misstatements and/or omissions in the information relating to Borrower, the Property
and the Loan that is contained in the offering materials and which has been furnished to or
approved by Borrower. Borrower shall not be liable for Lender’s post-closing costs incurred
pursuant to any securitization of the Loan by Lender.




	9.	 	Jury Trial Waiver.





BORROWER AND LENDER, BY ITS ACCEPTANCE OF THIS NOTE, EACH HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS NOTE AND THE BUSINESS RELATIONSHIP THAT IS BEING
ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY BORROWER AND
LENDER, AND BORROWER ACKNOWLEDGES ON BEHALF OF ITSELF AND ITS PARTNERS, MEMBERS, SHAREHOLDERS, AS
THE CASE MAY BE, THAT NEITHER THE LENDER NOR ANY PERSON ACTING ON BEHALF OF THE LENDER HAS MADE ANY
REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN
ANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT BORROWER AND LENDER HAVE ALREADY
RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE AND THAT EACH OF THEM WILL CONTINUE TO RELY ON
THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER AND LENDER FURTHER ACKNOWLEDGE THAT THEY
HAVE BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS NOTE
AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF THEIR OWN FREE WILL, AND
THAT THEY HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.




	10.	 	Miscellaneous.






	 	10.1	 	Lawful Rate of Interest.





It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to
comply with applicable state law or applicable United States federal law (to the extent that it
permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than
under state law) and that this paragraph shall control every other covenant and agreement in this
Note and the other Loan Documents. If the applicable law (state or federal) is ever judicially
interpreted so as to render usurious any amount called for under this Note or under any of the
other Loan Documents, or contracted for, charged, taken, reserved or received with respect to the
indebtedness evidenced by this Note and the other Loan Documents, or if Lender’s exercise of the
option to accelerate the maturity of this Note, or if any prepayment by Borrower results in
Borrower having paid any interest in excess of that permitted by applicable law, then it is
Borrower’s and Lender’s express intent that all excess amounts theretofore collected by Lender be
credited on the principal balance of this Note (or, if this Note has been or would thereby be paid
in full, refunded to Borrower), and the provisions of this Note and the other Loan Documents
immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder
reduced, without the necessity of the execution of any new document, so as to comply with the
applicable law, but so as to permit the recovery of the fullest amount otherwise called for
hereunder and thereunder. All sums paid or agreed to be paid to Lender for the use, forbearance
and detention of the indebtedness evidenced hereby and by the other Loan Documents shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the
full term of such indebtedness until payment in full so that the rate or amount of interest on
account of such indebtedness does not exceed the maximum rate permitted under applicable law from
time to time in effect and applicable to the indebtedness evidenced hereby for so long as such
indebtedness remains outstanding. Notwithstanding anything to the contrary contained herein or in
any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of
any interest that has not accrued at the time of such acceleration or to collect unearned interest
at the time of such acceleration.




	 	10.2	 	Captions; Definitions.





The captions of the Paragraphs of this Note are for convenience only and shall not be deemed
to modify, explain, enlarge or restrict any of the provisions hereof. Capitalized terms used and
not otherwise defined herein shall have the meanings given to them in the Security Instrument and
the other Loan Documents, as the case may be.




	 	10.3	 	Severable Provisions.





Every provision of this Note is intended to be severable. If any term or provision hereof is
declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any
reason whatsoever, such illegality, invalidity or unenforceability shall not affect the balance of
the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.




	 	10.4	 	Notices.





Notices shall be given under this Note in conformity with the terms and conditions of the
Security Instrument.




	 	10.5	 	Joint and Several; Successors and Assigns.





If Borrower is now or hereafter comprised of more than one person or entity, the obligations
of Borrower in this Note shall be joint and several obligations of each such Borrower, and this
Note shall be binding upon and inure to the benefit of each Borrower’s and Lender’s heirs, personal
representatives, successors and assigns.




	 	10.6	 	Time of Essence.





Time is of the essence of this Note and the performance of each of the covenants and
agreements contained herein and each of the other Loan Documents.




	 	10.7	 	Governing Law/Jurisdiction.





THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. BORROWER HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION LOCATED IN THE CITY OF CHICAGO AND STATE OF
ILLINOIS IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE AND THE OTHER
LOAN DOCUMENTS.




	 	10.8	 	No Oral Modification.





There are no oral agreements between Borrower and Lender. The provisions of this Note and the
other Loan Documents may be amended or revised only by an instrument in writing signed by Borrower
and Lender. This Note and all the other Loan Documents supersede any and all prior commitments,
agreements, representations and understandings, whether written or oral, relating to the subject
matter hereof and thereof and may not be contradicted or varied by evidence or prior,
contemporaneous or subsequent oral agreements or discussions of any person or party.




	 	10.9	 	Counterparts.





This Note may be executed in several counterparts, each of which shall be deemed an original
instrument and all of which together shall constitute a single Note.




	 	10.10	 	Authority.





Borrower (and the undersigned representative of Borrower, if any) represents that Borrower has
full power, authority and legal right to execute, deliver and perform its obligations pursuant to
this Note and the other Loan Documents and that this Note and the other Loan Documents constitute
legal, valid and binding obligations of Borrower. Borrower further represents that the Loan was
made for business or commercial purposes and not for personal, family or household use.




	11.	 	Exculpation.





Except as set forth below, neither Borrower nor any Guarantor shall be personally liable to
pay the Principal Amount, or any other amount due, or to perform any obligation, under the Loan
Documents, and Lender agrees to look solely to the Property and any other collateral heretofore,
now, or hereafter pledged by any party to secure the Loan; provided, however, in the event (a) of
any fraud, willful misconduct, or material intentional misrepresentation by Borrower or any
Guarantor in connection with the Loan, (b) the first two scheduled monthly payments on the Note
after the date hereof are not paid when due, (c) of a breach of the terms of Paragraphs 15 or 16 of
the Security Instrument or (d) of the voluntary filing by Borrower, or the filing against Borrower
by any Guarantor or any affiliate of any Guarantor, or an involuntary bankruptcy filing against
Borrower in which Borrower or Guarantor acts in collusion with the filing party with respect to the
filing, of any proceeding for relief under any federal or state bankruptcy, insolvency or
receivership laws or any assignment for the benefit of creditors made by Borrower, the limitation
on recourse set forth in this Paragraph 11 will be null and void and completely inapplicable, and
this Note shall be with full recourse to Borrower and Guarantor. Borrower and each Guarantor,
jointly and severally, shall be personally liable for all losses, liabilities, damages, costs,
expenses and claims including, without limitation, attorneys’ fees and expenses incurred by or
suffered by Lender as a result of:




	 	(i)	 	any waste of the Property caused by act(s) or omission(s) of
Borrower, its agents, affiliates, officers and employees; or the removal or
disposal of any portion of the Property after an Event of Default under the
Loan Documents to the extent such Property is not replaced by Borrower with
like property of equivalent value, function and design;






	 	(ii)	 	the misapplication, misappropriation or conversion of: (A) any
rents, security deposits, proceeds or other funds; (B) any insurance proceeds
paid by reason of any loss, damage or destruction to the Property and not used
by Borrower for restoration or repair of the Property when and as permitted by
the Loan Documents; and/or (C) any awards or amounts received in connection
with the condemnation of all or any portion of the Property and not used by
Borrower for restoration or repair of the Property when and as permitted by the
Loan Documents;






	 	(iii)	 	Borrower’s failure to deliver any security deposits collected
with respect to the Property to Lender or any other party entitled to receive
such security deposits under the Loan Documents following a default; and any
rents (including advanced or prepaid rents), issues, profits, accounts or other
amounts generated by or related to the Property attributable to, or accruing
after a default, which amounts were collected by Borrower or any other party on
its behalf or for its benefit and not turned over to the Lender or used to pay
unaffiliated third parties for reasonable and customary operating expenses and
capital expenditures for the Property, taxes and insurance premiums with
respect to the Property or any other amounts required to be paid under the Loan
Documents with respect to the Property;






	 	(iv)	 	the breach of the obligations set forth in that certain
Hazardous Substances Indemnification Agreement from Borrower and Guarantor(s)
to Lender of even date herewith, as hereafter amended, if at all; and/or






	 	(v)	 	the filing by Borrower, its members, managers, managing members
or vice presidents, of any action to partition all or any portion of the
Property or any action to compel any sale thereof.





The foregoing shall in no way limit or impair the enforcement against the Property or any
other security granted by the Loan Documents of any of the Lender’s rights and remedies pursuant to
the Loan Documents.



Nothing herein shall be deemed to be a waiver of any right which Lender may have under Sections
506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full
amount of the Loan secured by the Loan Documents or to require that all collateral shall continue
to secure all of the Loan owing to Lender in accordance with this Note and the other Loan
Documents.



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IN WITNESS WHEREOF, Borrower does execute this Note as of the date set forth above.



	 
	 

	BORROWER:







	 	 	 
	NNN Gallery Medical, LLC, a Delaware limited liability company

	 
	 	 
	By:

	 	NNN Gallery Medical Member, LLC, a Delaware limited

liability company, its sole member
	 
	 	 
	By:

	 	Triple Net Properties, LLC, a Virginia limited liability

company, its sole member
	 
	 	 
	
 
	 	By: /s/ Jeff Hanson
	
 
	 	 
	
 
	 	Name: Jeff Hanson
	
 
	 	 
	
 
	 	Its: Managing Director of Real Estate
	
 
	 	 
	 
	 	 







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