Exhibit 10.4     THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the “Agreement”) is madeas of the date last executed below, between Aurora Medical Group, Inc., a Wisconsin non-stockcorporation (“Tenant”), having an address at 3000 West Montana, Milwaukee, Wisconsin andPNC Bank, National Association (“Lender”), located at 10851 Mastin, Overland Park, Kansas,66210.RECITALSA. Tenant is or will at Closing be the current tenant under that certain lease dated December21, 2007, by and between Tenant, as original tenant, and NNN Eastern Wisconsin MedicalPortfolio, LLC, as original landlord, which has been amended, if at all, only by thoseinstruments described in Exhibit A attached hereto (the original lease, as amended, isherein the “Lease”) affecting certain premises commonly known as                                         (the “Premises”) located on the real property described inExhibit B attached hereto (the “Land”); and B. Lender is about to make a loan to NNN Eastern Wisconsin Medical Portfolio, LLC, who is, orwill become, the landlord under the Lease (hereinafter “Landlord”), which loan will beevidenced by a promissory note to made by Landlord in favor of Lender and secured by the lienof a mortgage or deed of trust (the “Mortgage”) encumbering the Land (the Mortgage andall other documents securing the loan are herein collectively called the “SecurityDocuments”); and C. Lender and Tenant desire to confirm their agreements with respect to the Lease and theSecurity Documents.AGREEMENT     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained,Lender and Tenant hereby agree and covenant as follows:1. Subordination. The Lease and all right, title and interest in the Land createdthereby (including without limitation, any purchase options, rights of first refusal orsimilar rights possessed by Tenant with respect to the Premises) are, shall be and shall atall times remain and continue to be subject and subordinate in all respects to the liens,terms, covenants, provisions and conditions of the Security Documents, and all renewals,modifications, extensions, consolidations and replacements thereof. 2. Non-Disturbance. So long as the Lease is in full force and effect and Tenant is notin default under the Lease (beyond any period given Tenant to cure such default) or under thisAgreement: (a) Tenant’s possession of the Premises and Tenant’s rights and privileges underthe Lease shall not be diminished or interfered with by Lender, and Tenant’s occupancyof the Premises shall not be disturbed by Lender for any reason whatsoever during theterm of the Lease or any extensions or renewals thereof; and
 

 
 (b) Lender will not name or join Tenant as a party defendant in any action orproceeding to foreclose the Mortgage or to enforce any rights or remedies of Lenderunder the Mortgage that would cut-off, destroy, terminate or extinguish the Lease orTenant’s interest and estate under the Lease unless the joinder is required by law inorder to perfect the trustee’s sale, foreclosure or other proceeding, and without inany way diminishing or otherwise affecting the rights and privileges granted to, orinuring to the benefit of, Tenant under this Agreement.  (c) Tenant agrees that any option or right of first refusal contained in the Leaseshall not apply to Lender taking title pursuant to any bona fide deed in lieu offoreclosure or purchase at a foreclosure sale.3. Attornment. (a) After notice is given by Lender that a default has occurred under the Mortgageand that the rentals and all other payments to be made by Tenant under the Lease shouldbe paid to Lender, Tenant will pay to Lender, or in accordance with the directions ofLender, all rentals and other monies due and to become due to Landlord under the Leaseor otherwise in respect to the Premises; such payments will be made regardless of anyright of set-off, counterclaim or other defense which Tenant may have against Landlord,whether as tenant under the Lease or otherwise; and  (b) In addition, if Lender (or its nominee or designee) shall succeed to the rightsof Landlord under the Lease through possession or foreclosure action, delivery of adeed or otherwise, or another person purchases the Premises upon or followingforeclosure of the Mortgage, then at the request of Lender (or its nominee or designee)or such purchaser (Lender, its nominees and designees, and such purchaser, each being a“Successor-Landlord”), Tenant shall attorn to and recognize Successor-Landlordas Tenant’s landlord under the Lease and shall promptly execute and deliver anyinstrument that Successor-Landlord may reasonably request to evidence such attornment.Upon such attornment, the Lease shall continue in full force and effect as, or as if itwere, a direct lease between Successor-Landlord and Tenant upon all terms, conditionsand covenants as are set forth in the Lease, except that Successor-Landlord shall not: i) be liable for any previous act or omission of Landlord underthe Lease;  ii) be subject to any off-set, defense or counterclaim which shallhave previously accrued to Tenant against Landlord;  iii) be bound by any modification of the Lease (including any earlytermination of the Lease not provided for in the Lease) or by any previousprepayment of rent or additional rent for more than one month which Tenantmight have paid to Landlord, unless such modification or prepayment shall havebeen expressly approved in writing by Lender; or
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 iv) be liable for any security deposited under the Lease unlesssuch security has been physically delivered to Lender.4. Lease Modifications. Tenant understands that the Landlord, without the prior writtenconsent of Lender, shall not: (a) amend or modify the Lease or any extensions or renewalsthereof; (b) terminate, cancel or tender a surrender of the Lease; (c) make a prepayment ofany rent or additional rent in excess of one (1) month; or (d) subordinate or permit thesubordination of the Lease to any lien subordinate to the Mortgage. Any such purported actionwithout such consent shall be void as against the holder of the Mortgage. 5. Notice of Default; Opportunity to Cure. (a) Any notice required or permitted to be given by Tenant to Landlord shall besimultaneously given also to Lender, and any right of Tenant dependent upon noticeshall take effect only after such notice to Lender is so given. Performance by Lendershall satisfy any conditions of the Lease requiring performance by Landlord, and Lendershall have a reasonable time to complete such performance as provided in section (b)below.  (b) Without limiting the generality of the foregoing, Tenant shall promptly notifyLender of any default, act or omission of Landlord which would give Tenant the right,immediately or after the lapse of a period of time, to cancel or terminate the Lease orto claim a partial or total eviction (a “Landlord Default”). In the event of aLandlord Default, Tenant shall not exercise any rights available to it: (i) until ithas given written notice of such Landlord Default to Lender; and (ii) unless Lender hasfailed, within a period of thirty (30) days beyond the time available to Landlord underthe Lease in which to cure the breach or default by Landlord, to cure or remedy theLandlord Default or, if the same is not reasonably capable of being remedied by Lenderwithin such period, until a reasonable period for remedying such Landlord Default haselapsed following the giving of such notice and following the time when Lender shallhave become entitled under the Security Documents to remedy the same (which reasonableperiod shall in no event be less than the period to which Landlord would be entitledunder the Lease or otherwise, after similar notice, to effect such remedy); providedthat Lender shall with due diligence commence and prosecute a remedy for such LandlordDefault. If Lender cannot reasonably remedy a Landlord Default until after Lenderobtains possession of the Land, Tenant may not terminate or cancel the Lease or claim apartial or total eviction by reason of such Landlord Default until the expiration of areasonable period necessary for the remedy after Lender institutes proceedings toobtain possession of the Land through a foreclosure or otherwise, or for theappointment of a receiver for the Land, provided that Lender institutes and prosecutessuch proceedings with due diligence. Lender shall have no obligation hereunder toremedy any Landlord Default.
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6. Notice of Lien. To the extent that the Lease entitles Tenant to notice of theexistence of any mortgage and the identity of any lender, this Agreement shall constitute suchnotice to Tenant with respect to the Mortgage. 7. Remedies. Upon and after the occurrence of a default under the Mortgage, Lendershall be entitled, but not obligated, to exercise the claims, rights, powers, privileges andremedies of Landlord under the Lease and shall be further entitled to the benefits of, and toreceive and enforce performance of, all of the covenants to be performed by Tenant under theLease as though Lender were named therein as Landlord.8. Limitation of Liability. Except as specifically provided in this Agreement, Lendershall not, by virtue of this Agreement, the Mortgage or any other instrument to which Lendermay be a party, be or become subject to any liability or obligation to Tenant under the Leaseor otherwise. Notwithstanding any other provisions of this Agreement, Tenant shall have norecourse against the Lender, any affiliate of Lender, any Successor Landlord, or any assets ofany of them, with respect to the failure of any such party to perform its obligations underthis Agreement or the Lease, other than any such party’s interest in the Land, provided thatin no event shall Lender’s rights and interests under the Security Documents be deemed to bean interest in the Land. 9. Priority. (a) Tenant acknowledges and agrees that this Agreement supersedes (but only to theextent inconsistent with) any provisions of the Lease relating to the priority orsubordination of the Lease and the interests or estates created thereby to theMortgage.  (b) Tenant agrees to enter into a subordination, non-disturbance and attornmentagreement with any entity which shall succeed Lender with respect to the Land, or anyportion thereof, provided such agreement is substantially similar to this Agreement.10. Notices. Any notice, consent, request or other communication required or permittedto be given hereunder shall be in writing and shall be: (a) personally delivered; (b)delivered by Federal Express or other comparable overnight delivery service; or (c)transmitted by postage prepaid registered or certified mail, return receipt requested. Allsuch notices, consents, requests or other communications shall be addressed to Tenant orLender at the address for such party previously set forth in this Agreement, or to such otheraddress as Tenant or Lender shall in like manner designate in writing. All notices and othercommunications shall be deemed to have been duly given on the first to occur of actual receiptof the same or: (i) the date of delivery if personally delivered; (ii) one (1) business dayafter depositing the same with the delivery service if by overnight delivery service; and(iii) three (3) days following posting if transmitted by mail. Any party may change itsaddress for purposes hereof by notice to the other parties given in accordance with theprovisions hereof.
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11. General. This Agreement may not be modified or terminated orally. This Agreementshall inure to the benefit of and be binding upon the parties hereto, their successors andassigns. The term “Lender” shall mean the then holder of any interest in theMortgage. The term “Landlord” shall mean the then holder of the lessor’s interest inthe Lease. The term “Person” shall mean any individual, joint venture, corporation,partnership, trust, unincorporated association or other entity. All references herein to theLease shall mean the Lease as modified by this Agreement and any amendments or modificationsto the Lease permitted under this Agreement. Any inconsistency between the Lease and theprovisions of this Agreement shall be resolved in favor of this Agreement. 12. Termination of Agreement. This Agreement shall automatically terminate upon therelease or termination of the lien of the Security Documents (and all renewals, modifications,extensions, consolidations and replacements thereof) upon the Land. 13. Waivers. Both Tenant and Lender hereby irrevocably waive all right to trial by juryin any action, proceeding or counterclaim arising out of or relating to this Agreement. 14. Governing Law. This Agreement shall be governed by and construed in accordance withthe laws of the State in which the Land is located. Venue shall be in the Wisconsin circuitcourt for Milwaukee County. 15. Counterparts. This Agreement may be executed in any number of counterparts, each ofwhich shall be deemed to be an original and all of which when taken together shall constituteone and the same Agreement.     IN WITNESS WHEREOF, the parties hereto have executed this Subordination, Non-Disturbance andAttornment Agreement to be effective as of the day and year first stated above.         “LENDER”           PNC BANK, NATIONAL ASSOCIATION         Dated:                     , 20 By:         Jeannette Butler, Vice-President           “TENANT”    AURORA MEDICAL GROUP, INC.    a Wisconsin non-stock corporation         Dated:  December 21, 2007 By:               Printed Name:  Donald J. Nestor    Title:  Secretary/Treasurer  
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   AGREED AND CONSENTED TO:     “LANDLORD”        a            By:           Printed Name:    Title:            
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**ACKNOWLEDGMENTS**[use local form of acknowledgment]      STATE OF KANSAS  )     ) ss.COUNTY OF JOHNSON  )       On this, the                 day of                     , 20     , before me, the undersigned officer, personallyappeared Jeannette Butler, who acknowledged herself to be the Vice President of PNC Bank NationalAssociation, a national banking association, and that she as such Vice President being authorizedto do so, executed the foregoing instrument for the purposed therein contained by signing the nameof the corporation by herself as Vice President.     IN WITNESS WHEREOF, I hereunder sethand and official seal.        Notary Public  
 

 
      STATE OF WISCONSIN  )     ) ss.COUNTY OF MILWAUKEE  )       On this, the                 day of December, 2007, before me, the undersigned officer, personallyappeared Donald J. Nestor, who acknowledged him/herself to be the Secretary/Treasurer of AuroraMedical Group, Inc., a Wisconsin non-stock corporation, and that s/he as such Secretary/Treasurerbeing authorized to do so, executed the foregoing instrument for the purposed therein contained bysigning the name of the corporation by him/herself as Secretary/Treasurer.     IN WITNESS WHEREOF, I hereunder set hand and official seal.        Ellen E. Bladorn, Notary Public