exv10w8



 



Exhibit 10.8




Loan No. 94-0954312




PROMISSORY NOTE

(Note B)




			
	 	 	 
	$3,400,000.00
	 	Wisconsin

December 21, 2007






     FOR VALUE RECEIVED, NNN Eastern Wisconsin Medical Portfolio, LLC, a Delaware limited liability
company (“Borrower”), having its principal place of business at 1551 N. Tustin Avenue,
Suite 200, Santa Ana, California 92705, promises to pay to the order of PNC Bank, National
Association (“Lender”), at the following address: 10851 Mastin, Suite 300, Overland Park,
Kansas 66210, or such other place as the holder hereof may from time to time designate in writing,
the principal sum of Three Million Four Hundred Thousand and No/100 Dollars ($3,400,000.00) in
lawful money of the United States of America, with interest thereon to be computed from the date of
disbursement under this Promissory Note (Note B) (this “Note”) at the Applicable Interest
Rate (hereinafter defined), and to be paid in installments as follows:



          A. A payment, on the date of disbursement, representing interest from the date of disbursement
through the last day of the calendar month in which such disbursement is made;




          B. An interest-only payment, representing interest in arrears for the immediately preceeding
calendar month, on the unpaid principal balance of this Note outstanding from time to time at the
then Applicable Interest Rate, payable on February 1, 2008 and on the first day of each calendar
month thereafter during the term hereof; and




          C. The balance of said principal sum, all unpaid interest thereon and all other amounts owed
pursuant to this Note, the Security Instrument (hereinafter defined), the Other Security Documents
(hereinafter defined), or otherwise in connection with the loan evidenced by this Note shall be due
and payable on the date that is sixty (60) days after the date of disbursement (the “Maturity
Date”). All payments to be made by Borrower to Lender shall be deemed received by Lender only
upon Lender’s actual receipt of same.




     1. Applicable Interest Rate.



     (a) Interest accruing on the principal sum of this Note shall be calculated based upon a per
annum interest rate divided by 360 days resulting in a per diem interest amount that will accrue
for each calendar day in a year of 365 days (366 days in a leap year). The term “Applicable
Interest Rate” as used in this Note shall mean the “Initial Term Interest Rate,” the
“First Option Term Interest Rate,” and the “Second Option Term Interest Rate,” as
applicable. The “Initial Term Interest Rate” shall be a variable interest rate effective
from the date of this Note through and including the Maturity Date equal to the sum of two hundred
(200) basis points plus the then applicable 30-Day LIBOR Rate (hereinafter defined) determined and
adjusted as provided herein. The “First Option Term Interest Rate” shall be a variable
interest rate effective for the First Option Term (hereinafter defined) equal to the sum of four
hundred (400) basis points plus the then applicable 30-Day LIBOR Rate determined and adjusted as
provided herein. The “Second Option Term Interest Rate” shall be a variable interest rate
effective for the Second Option Term (hereinafter defined) equal to the sum of eight hundred (800)
basis points plus the then applicable 30-Day LIBOR Rate determined and adjusted as provided herein.
Lender’s determination of a 30-Day LIBOR Rate in connection with the loan evidenced by this Note
shall be made upon the LIBOR Determination Date (hereinafter defined) immediately preceding the
date upon which such 30-Day LIBOR Rate is to be utilized.



 









 





     (b) Except as otherwise provided herein, the Applicable Interest Rate shall be adjusted on
each Interest Rate Adjustment Date. Lender shall give prompt notice to Borrower of the 30-Day
LIBOR Rate as determined or adjusted in accordance herewith, which determination shall be
conclusive absent manifest error.



     (c) If Lender determines (which determination shall be final and conclusive) that, by reason
of circumstances affecting the eurodollar market generally, deposits in dollars (in the applicable
amounts) are not being offered to banks in the eurodollar market for the selected term, or adequate
means do not exist for ascertaining the 30-Day LIBOR Rate, then Lender shall give notice thereof to
Borrower. Thereafter, until Lender notifies Borrower that the circumstances giving rise to such
suspension no longer exist, (i) the availability of the 30-Day LIBOR Rate shall be suspended, and
(ii) the interest rate for all amounts outstanding under this Note shall be converted on the next
Interest Rate Adjustment Date to a rate of interest per annum (the “Base Rate”) equal to
the sum of (A) the Prime Rate plus (B) zero (0) basis points. For purposes hereof, the
term “Prime Rate” shall mean the rate publicly announced by PNC Bank, National Association
(the “Bank”) from time to time as its prime rate. The Prime Rate is determined from time
to time by the Bank as a means of pricing some loans to its borrowers. The Prime Rate is not tied
to any external rate of interest or index, and does not necessarily reflect the lowest rate of
interest actually charged by the Bank to any particular class or category of customers. If and
when the Prime Rate changes, the rate of interest with respect to any amounts hereunder to which
the Base Rate applies will change automatically without notice to Borrower, effective on the date
of any such change.



     (d) In addition, if, after the date of this Note, Lender shall determine (which determination
shall be final and conclusive) that any enactment, promulgation or adoption of or any change in any
applicable law, rule or regulation, or any change in the interpretation or administration thereof
by a governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by Lender with any guideline, request or directive (whether
or not having the force of law) of any such authority, central bank or comparable agency shall make
it unlawful or impossible for Lender to make or maintain or fund loans bearing interest based on
the 30-Day LIBOR Rate, Lender shall notify Borrower. Upon receipt of such notice, until Lender
notifies Borrower that the circumstances giving rise to such determination no longer apply, the
availability of the 30-Day LIBOR Rate shall be suspended, and the interest rate on all amounts
outstanding under this Note shall be converted to the Base Rate either (i) on the next Interest
Rate Adjustment Date if Lender may lawfully continue to maintain amounts outstanding hereunder to
such day at a rate of interest based on the 30-Day LIBOR Rate, or (ii) immediately if Lender may
not lawfully continue to maintain amounts outstanding hereunder at a rate of interest based on the
30-Day LIBOR Rate.



     (e) The term “30-Day LIBOR Rate” shall mean, for any LIBOR Determination Date, the
interest rate per annum determined by Lender by dividing (the resulting quotient rounded upwards,
if necessary, to the nearest 1/10,000th of 1%) (i) the rate of interest determined by Lender in
accordance with its usual procedures (which determination shall be conclusive absent manifest
error) to be the average of the one (1) month London interbank offered rates for U.S. Dollars
quoted by the British Bankers’ Association, or appropriate successor, as set forth on Dow Jones
Markets Service (formerly known as Telerate) display page 3750 (or such other display page on the
Dow Jones Markets Service system as may replace display page 3750), or if British Banker’s
Association or its successor ceases to provide such quote, a comparable replacement rate determined
by Lender (which determination shall be conclusive absent manifest error) by (ii) a number equal to
1.00 minus the LIBOR Reserve Percentage (hereinafter defined).



     (f) The term “LIBOR Determination Date” shall mean approximately 11:00 A.M. (London
time) two (2) LIBOR Banking Days (hereinafter defined) prior to any date upon which Lender
determines the 30-Day LIBOR Rate.



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     (g) The term “LIBOR Banking Days” shall mean any Business Day (hereinafter defined) on
which dealings in deposits in U.S. Dollars are transacted in the London interbank market.



     (h) The term “LIBOR Reserve Percentage” shall mean the maximum effective percentage in
effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the reserve requirements (including, without limitation, supplemental,
marginal and emergency reserve requirements) with respect to eurocurrency funding.



     (i) The term “Interest Rate Adjustment Date” shall mean (i) the date of this Note, for
the initial period from the date hereof through the first day of the next succeeding calendar
month, and (ii) the first day of each calendar month thereafter (but if any such day is not a
Business Day, then the first succeeding day that is a Business Day shall instead apply, unless that
day falls in the next calendar month, in which case the first preceding day that is a Business Day
shall instead apply).



     2. Extension Options. On or before the date that is ten (10) days before the Maturity
Date, Borrower may notify Lender in writing that Borrower desires to extend the Maturity Date by
thirty (30) days (“First Option Period”). Upon receipt of such request to extend the
Maturity Date, Lender will promptly confirm to Borrower in writing that the Maturity Date will be
extended by thirty (30) days upon the satisfaction of the following conditions (“Option
Requirements”):



          (a) no Event of Default exists at the time such request is made or on the Maturity Date
(prior to extension); and




          (b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the
information contained in clause (a) above.




     Borrower has one further option to extend the Maturity Date by an additional thirty (30) days
(but in no event shall the extensions granted to Borrower exceed sixty (60) days beyond the
Maturity Date) upon satisfaction of the Option Requirements (“Second Option Period”). If
Borrower is unable to satisfy the Option Requirements, Lender shall have no obligation to extend
the Maturity Date hereunder for either the First Option Period or the Second Option Period.



     3. Application. All payments on this Note shall be applied at any time and from time
to time in the following order: (i) the payment or reimbursement of any expenses (including but
not limited to late charges), costs or obligations (other than the principal hereof and interest
hereon) for which Borrower shall be obligated or Lender entitled pursuant to the provisions hereof
or of the Security Instrument or the Other Security Documents, (ii) the payment of accrued but
unpaid interest thereon, (iii) the payment of unpaid escrow amounts required herein, in the
Security Instrument or in the Other Security Documents, and (iv) the payment of all or any portion
of the principal balance then outstanding hereunder, in either the direct or inverse order of
maturity, at Lender’s option. Borrower agrees that from and after any Event of Default, any
payment received by Lender in connection with this Note or the Main Note (hereinafter defined) may
be applied by Lender in such manner and order as Lender deems advisable, in its sole discretion, to
any and all amounts due under this Note, the Main Note, the Security Instrument and any Other
Security Document.



     4. Late Charge. If any part of the Debt (hereinafter defined) is not actually
received by Lender by close of business on the fifth (5th) day after the date on which it was due,
Borrower shall pay to Lender an amount (the “Late Charge”) equal to the lesser of five
percent (5%) of such unpaid portion of the missed payment or the maximum amount permitted by
applicable law, to defray the expenses incurred by Lender in handling and processing such
delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.
All such Late Charges shall be automatically due and
payable without notice or demand and shall be secured by the Security Instrument and the Other
Security Documents.



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     5. Security; Defined Terms; Incorporation by Reference. This Note is secured by the
Security Instrument and the Other Security Documents. The term “Security Instrument” as
used in this Note shall mean either the Mortgage, Security Agreement, Assignment of Leases and
Rents and Fixture Filing, or the Deed of Trust, Security Agreement, Assignment of Leases and Rents
and Fixture Filing, executed and delivered by Borrower contemporaneously with this Note and which
secures the Debt. The term “Other Security Documents” means all documents other than this
Note or the Security Instrument now or hereafter executed and/or delivered by Borrower and/or
others and to or in favor of Lender, which wholly or partially secure, evidence or guarantee
payment of the Debt, provide for any indemnity in favor of or payment to Lender related to the
Debt, this Note or the Mortgaged Property (as defined in the Security Instrument), provide for any
escrow/holdback arrangements or for any actions to be completed by Borrower subsequent to the date
hereof, or are otherwise related to the loan evidenced by this Note. All amounts due and payable
under this Note, together with all sums due under the Security Instrument and the Other Security
Documents and all applicable attorney fees and costs, are collectively referred to herein as the
“Debt.” Where appropriate, the singular number shall include the plural, the plural shall
include the singular, and the words “Lender” and “Borrower” shall include their respective
successors, assigns, heirs, personal representatives, executors and administrators. The term
“Business Day” means any day on which commercial banks settle payments in U.S. dollars in
New York City and London other than a Saturday or Sunday or a legal holiday on which commercial
banks are authorized or required to be closed for business in either Kansas or Pennsylvania.



     6. Prepayment. This Note may be prepaid, in whole or in part, at any time during the
term hereof, without any prepayment premium or penalty, but Borrower shall be responsible for all
costs and expenses of Lender in connection with such prepayment, including any LIBOR Breakage Fees
(as defined below).



     7. Default. An “Event of Default” shall occur if:



     (a) Borrower fails to make the full and punctual payment of any amount payable hereunder or
under the Security Instrument or Other Security Documents, which failure is not cured on or before
the fifth (5th) day after the date of written notice from Lender to Borrower of such failure;



     (b) Borrower fails to pay the entire outstanding principal balance hereunder, together with
all accrued and unpaid interest, on the date when due, whether on the Maturity Date, upon
acceleration or prepayment or otherwise; or



     (c) an Event of Default (as defined in the Security Instrument or any of the Other Security
Documents) has occurred under the Security Instrument and/or Other Security Documents.



     8. Acceleration. The whole of the Debt, including without limitation, the principal
sum of this Note, all accrued interest and all other sums due under this Note, the Security
Instrument and the Other Security Documents, together with the LIBOR Breakage Fee (as defined
below) shall become immediately due and payable at the option of Lender, without notice, at any
time following the occurrence of an Event of Default.



     9. Default Interest; LIBOR Breakage Fee. Upon the occurrence of an Event of Default
(including without limitation, the failure of Borrower to pay the Debt in full on the Maturity
Date), Lender shall be entitled to receive and Borrower shall pay interest on the entire unpaid
principal balance at the rate (the “Default Rate”) of the greater of: (a) four percent (4%)
above the Applicable Interest Rate;



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or (b) four percent (4%) above the Prime Rate (hereinafter defined) in effect at the time of
the occurrence of the Event of Default; provided, however, that notwithstanding the
foregoing, in no event shall the Default Rate exceed the Maximum Rate (hereinafter defined). The
term “Prime Rate” shall mean the prime rate reported in the Money Rates section of The Wall
Street Journal for the date (the “Default Rate Calculation Date”) upon which the Event of
Default occurred, or if no publication occurs upon such date, then the date of publication
immediately preceding the date of the Event of Default. In the event that The Wall Street Journal
should cease or temporarily interrupt publication, the term “Prime Rate” shall mean the daily
average prime rate published upon the Default Rate Calculation Date in another business newspaper,
or business section of a newspaper, of national standing chosen by Lender. In the event that a
prime rate is no longer generally published or is limited, regulated or administered by a
governmental or quasi-governmental body, then Lender shall select a comparable interest rate index
which is readily available and verifiable to Borrower but is beyond Lender’s control. The Default
Rate shall be computed from the occurrence of the Event of Default until the actual payment in full
of the Debt. This charge shall be added to the Debt, and shall be deemed secured by the Security
Instrument. Borrower shall also be responsible for any liabilities, losses or expenses (including
loss of margin, any loss or expense sustained or incurred in liquidating or employing deposits from
third parties, and any loss or expense incurred in connection with funds acquired to effect, fund
or maintain any portion of the Loan bearing interest at the Applicable Interest Rate) which Lender
or its affiliated entities sustain or incur as a consequence of any Event of Default, including a
failure to make any required payment when due (whether by acceleration or otherwise) (the
“LIBOR Breakage Fees”). Nothing in this paragraph, however, shall be construed as an
agreement or privilege to extend the Maturity Date, nor as a waiver of any other right or remedy
accruing to Lender by reason of the occurrence of any Event of Default.




     10. Attorney Fees. In the event this Note is placed in the hands of an attorney for
collection (whether suit be brought or not), or in case Lender shall become a party, either as
plaintiff or as defendant, in any suit or legal proceeding in relation to the Mortgaged Property or
the liens created in the Security Instrument or the Other Security Documents, or for the recovery
or protection of the Debt evidenced and represented by this Note, Borrower and any successor in
title to the Mortgaged Property shall repay on demand all costs and expenses incurred by Lender
arising therefrom, including reasonable attorneys’ and paralegals’ fees (whether incurred on the
trial or at any appellate level), with interest on such costs and expenses at the Default Rate
until paid, together with all costs and expenses, including attorneys’ and paralegals’ fees,
incurred by Lender in connection with any bankruptcy proceeding involving any person liable under
or on account of this Note, or any person who might now have or hereafter acquire a record interest
or other interest in the Mortgaged Property, whether or not there exists any Event of Default
hereunder, including, by way of example but not by way of limitation, all costs and expenses,
including reasonable attorneys’ and paralegals’ fees, incurred in connection with motions for
relief from the automatic stay and adequate protection, proofs of claim and objections thereto,
motions to dismiss or convert bankruptcy cases, approval of disclosure statements and any
objections thereto, confirmation of plans of reorganization and any objections thereto, litigation
involving preference and other avoidance powers, motions to value collateral, objections to the
sale or use of collateral, and any and all other matters pertaining to any bankruptcy cases
affecting the Mortgaged Property, this Note, the Security Instrument or the Other Security
Documents, or the enforcement of any of the same, together with interest on such costs and expenses
at the Default Rate until paid.



     11. Limit of Validity. This Note is subject to the express condition that at no time
shall Borrower be obligated or required to pay interest or other charges on the Debt at a rate
which may subject Lender to civil or criminal liability as a result of such rate exceeding the
maximum interest rate which Borrower is permitted to pay by applicable law (the “Maximum
Rate”). If by the terms of this Note, Borrower is at any time required or obligated to pay
interest or other charges on the Debt at a rate in excess of the Maximum Rate, the rate of interest
due under this Note shall be deemed to be immediately



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reduced to the Maximum Rate and any previous payments in excess of the Maximum Rate shall be
deemed to have been payments in reduction of principal and not on account of the interest due
hereunder.




     12. No Oral Amendments. This Note may not be modified, amended, waived, extended,
changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or
Lender, but only by an agreement in writing signed by the party against whom enforcement of any
modification, amendment, waiver, extension, change, discharge or termination is sought.



     13. Assignment. Lender and its successors, endorsees and assigns may freely transfer
and assign this Note. Borrower’s right to transfer its rights and obligations with respect to the
Debt, and to be released from liability under this Note, shall be governed by the Security
Instrument.



     14. Applicable Law; Jurisdiction. This Note shall be governed and construed in
accordance with the laws of the state in which the real property encumbered by the Security
Instrument is located. Borrower hereby submits to personal jurisdiction in the state courts
located in said state and the federal courts of the United States of America located in said state
for the enforcement of Borrower’s obligations hereunder and waives any and all personal rights
under the law of any other state to object to jurisdiction within such state for the purposes of
any action, suit, proceeding or litigation to enforce such obligations of Borrower.



     15. Joint and Several Liability. If Borrower consists of more than one person or
entity, the obligations and liabilities of each such person or entity shall be joint and several.



     16. Waiver of Presentment, Etc. Borrower and all others who may become liable for the
payment of all or any part of the Debt do hereby severally waive presentment and demand for
payment, notice of dishonor, protest, notice of protest, and notice of intent to accelerate the
maturity hereof (and of such acceleration), except to the extent that specific notices are required
by this Note, the Security Instrument or the Other Security Documents.



     17. No Waiver. Any failure by Lender to insist upon strict performance by Borrower of
any of the provisions of this Note, the Security Instrument or the Other Security Documents shall
not be deemed to be a waiver of any of the terms or provisions of this Note, the Security
Instrument or the Other Security Documents, and Lender shall have the right thereafter to insist
upon strict performance by Borrower of any and all of the terms and provisions of this Note, the
Security Instrument or the Other Security Documents.



     18. Notices. Except as otherwise specified herein, any notice, consent, request or
other communication required or permitted to be given hereunder shall be in writing, addressed to
the other party as set forth below (or to such other address or person as either party or person
entitled to notice may by notice to the other party specify), and shall be: (a) personally
delivered; (b) delivered by Federal Express or other comparable overnight delivery service; or
(c) transmitted by United States certified mail, return receipt requested with postage prepaid; to:



	 	 	 	 	 
	 

	 	Lender:
	 	PNC Bank, National Association

10851 Mastin, Suite 300

Overland Park, Kansas 66210

Attention: Closing Department
	 
	 	 	 	 
	 

	 	Borrower:
	 	NNN Eastern Wisconsin Medical Portfolio, LLC

1551 N. Tustin Avenue, Suite 300

Santa Ana, California 92705

Attention: Theresa Hutton






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Unless otherwise specified, all notices and other communications shall be deemed to have been duly
given on the first to occur of actual receipt of the same or: (i) the date of delivery if
personally delivered; (ii) one (1) business day after depositing the same with the delivery service
if by overnight delivery service; and (iii) three (3) days following posting if transmitted by
mail. Borrower must prominently display Lender’s Loan Number (as set forth on page 1 of this Note)
on all notices or communications to Lender.




     19. Severability. If any term, covenant or condition of this Note is held to be
invalid, illegal or unenforceable in any respect, this Note shall be construed without such
provision.



     20. Time of the Essence. Time shall be of the essence in the performance of all
obligations of Borrower hereunder.



     21. Additional Terms and Provisions. Certain additional and supplemental terms and
provisions of this Note are set forth in this paragraph. The terms and provisions of this
paragraph control and supersede any conflicting terms and provisions contained in this Note.




          (a) Contemporaneously herewith Borrower has executed and delivered a Promissory Note to
Lender in the amount of $32,300,000.00 (the “Main Note”). Borrower acknowledges that
a default under the Main Note shall be a default hereunder, and a default hereunder
(including, without limitation the failure to pay the balance of this Note on the Maturity
Date) shall be a default under the Main Note.




          (b) Borrower also agrees and acknowledges that the Security Instrument and each and
every Other Security Document that secures the Main Note shall also secure this Note,
irrespective of whether the Security Instrument or such Other Security Document references
this Note.



     BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY, OR
THEIR RESPECTIVE SUCCESSORS OR ASSIGNS, MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED ON THE LOAN EVIDENCED BY THIS NOTE OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE,
THE SECURITY INSTRUMENT OR ANY OF THE OTHER SECURITY DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF BORROWER OR LENDER. THIS PROVISION IS
A MATERIAL INDUCEMENT FOR LENDER’S MAKING OF THE LOAN SECURED BY THE SECURITY INSTRUMENT AND THE
OTHER SECURITY DOCUMENTS.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]





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     IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note to be effective the day
and year first above written.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NNN EASTERN WISCONSIN MEDICAL 
PORTFOLIO, LLC,

a Delaware limited liability company	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Triple Net Properties, LLC,

a Virginia limited liability company,

its Manager
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Jeffrey T. Hanson 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Jeffrey T. Hanson 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Chief Investment Officer 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Taxpayer ID No. 26-1461325	 	 	 	 






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ACKNOWLEDGMENT(S)




	 	 	 
	STATE OF CALIFORNIA



COUNTY OF
                    

	 	)

) ss.

)






     On
December
                    , 2007, before me,
                                        ,a
Notary Public in and for said County and State, personally appeared                                         personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the
instrument.



     WITNESS my hand and official seal.




	 	 	 	 	 	 	 
	 

	 	Signature	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	(this area for official notarial seal)






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     This Endorsement forms a part of that certain Promissory Note in the stated principal amount
of Three Million Four Hundred Thousand and No/100 Dollars ($3,400,000.00) dated December 21, 2007,
made by NNN Eastern Wisconsin Medical Portfolio, LLC, a Delaware limited liability company, to PNC
Bank, National Association.



Pay to the order of                                         , without recourse.




	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	     
	 	Jeannette Butler, Vice President	 	 







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