EX-10.2






PROMISSORY NOTE




$14,500,000.00 September 27, 2007



NNN HEALTHCARE/OFFICE REIT MARKET EXCHANGE, LLC


c/o Triple Net Properties, LLC


1551 N. Tustin Avenue, Suite 300


Santa Ana, California 92705



WACHOVIA FINANCIAL SERVICES, INC.


Real Estate Financial Services


General Banking Group


Mail Code: CA 6233


15750 Alton Parkway


Irvine, California 92618



Borrower promises to pay to the order of Lender, in lawful money of the United States of America,
at its office indicated above or wherever else Lender may specify, the sum of Fourteen Million Five
Hundred Thousand and No/100 Dollars ($14,500,000.00) or such sum as may be advanced and outstanding
from time to time, with interest on the unpaid principal balance at the rate and on the terms
provided in this Promissory Note (including all renewals, extensions or modifications hereof, this
"Note”).



LOAN AGREEMENT. This Note is subject to the provisions of that certain Loan Agreement between
Lender and Borrower of even date herewith (the “Loan Agreement”), as modified from time to time.
Terms not otherwise defined herein shall be as defined in the Loan Agreement.



USE OF PROCEEDS. Borrower shall use the proceeds of the loan(s) evidenced by this Note for the
commercial purposes of Borrower, as follows: refinancing and operation of the Project in accordance
with the Loan Agreement.



SECURITY. Borrower has granted Lender a security interest in the collateral described in the Loan
Documents, including, but not limited to, real and personal property collateral described in that
certain Open-End Mortgage, Assignment, Security Agreement and Fixture Filing of even date herewith.



MATURITY OF THE LOAN: The outstanding principal balance of the Loan, together with all unpaid
accrued interest thereon (not otherwise paid when due), and all other amounts payable by Borrower
with respect to this Note or pursuant to the terms of any other Loan Documents (not otherwise paid
when due), shall be due and payable in full on September 30, 2010 (the “Maturity Date”), subject to
possible extensions as set forth in Section 2.4 of the Loan Agreement.



INTEREST RATE. Interest Period. Interest Rate Options. Interest shall accrue on the unpaid
principal balance of the Loan from the date of the disbursement thereof at a rate per annum equal
to the LIBOR Rate (as defined below) or the Prime Rate (as defined below), as selected by Borrower
in accordance herewith (each, an “Interest Rate”). Interest shall be payable in arrears and shall
be due on the first day of each calendar month and on the Maturity Date and on the date the
outstanding principal amount of the Note is repaid in full. There shall be no more than one
Interest Rate for the Loan in effect at any time. When the Prime Rate is selected for the Loan, it
shall be adjusted from time to time, effective as of the date of each change in Lender’s Prime Rate
and the Prime Rate shall continue to apply until another Interest Rate option is selected for the
Loan pursuant to the subparagraph entitled “Notice and Manner of Borrowing and Rate Conversion”.
When the LIBOR Rate is selected for the Loan, such rate shall apply for the Loan until another
Interest Rate option is selected for the Loan pursuant to the subparagraph entitled “Notice and
Manner of Borrowing and Rate Conversion.” Notice and Manner of Borrowing and Rate Conversion.
Borrower shall give Lender irrevocable telephonic notice of each proposed rate conversion not later
than 11:00 a.m. local time at the office of Lender first shown above (a) on the same business day
as each rate conversion to the Prime Rate and (b) at least 2 business days before each proposed
rate conversion to the LIBOR Rate. Each such notice shall specify (i) the date of such rate
conversion, which shall be a business day and (ii) the Interest Rate selected by Borrower. Notices
received after 11:00 a.m. local time at the office of Bank first shown above shall be deemed
received on the next business day. Rate after Default. Upon the occurrence and during the
continuance of an Event of Default, at the option of Lender, the outstanding principal balance of
the Loan (and, to the extent permitted by applicable law, all accrued interest thereon) shall bear
interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 4%
plus the greater of the LIBOR Rate or the Prime Rate (the “Default Rate”). The application
of the Default Rate shall not be interpreted or deemed to extend any cure period set forth in the
Loan Documents or otherwise to limit any of Lender’s remedies under this Note or any of the other
Loan Documents. Computation of Interest. Interest on all Advances shall be computed on the basis
of a 360-day year for the actual number of days in the applicable period (“Actual/360
Computation”). The Actual/360 Computation determines the annual effective interest yield by taking
the stated (nominal) rate for a year’s period and then dividing said rate by 360 to determine the
daily periodic rate to be applied for each day in the applicable period. Application of the
Actual/360 Computation produces an annualized effective rate exceeding the nominal rate. If any
payment of interest under the Note would otherwise be due on a day which is not a Business Day, the
payment instead shall be due on the next succeeding Business Day and such extension of time shall
be included in computing the interest due in respect of said payment. Each determination of an
Interest Rate by Lender pursuant to any provision of this Note shall be conclusive and binding on
Lender and Borrower in the absence of manifest error. No Deductions. All payments of principal or
interest under this Note shall be made without deduction of any present and future taxes, levies,
imposts, deductions, charges or withholdings, which amounts shall be owed and paid by Borrower.
Borrower will pay the amounts necessary such that the gross amount of the principal and interest
received by Lender is not less than that required by this Note. As used herein, “LIBOR Rate”
means, for any day, the rate per annum determined on the basis of the offered rate for deposits in
U.S. dollars having a maturity of one month which appears on the Reuters Screen LIBOR01 page as of
11:00 a.m. (London time) on such day, or if such day is not a London Banking Day, then on the
immediately preceding London Banking Day, plus 1.35% per annum; provided that, if no such
offered rates appear on such page, the applicable “LIBOR Rate” shall instead be the arithmetic
average (rounded upward, if necessary, to the next higher 1/100th of 1%) of rates quoted by not
less than two (2) major lenders in New York City, selected by Lender, at approximately 10:00 a.m.,
New York City time, on such day, for deposits in U.S. dollars offered by leading European banks
having a maturity of one month in a amount comparable to the outstanding principal amount of the
Loan, plus 1.35% per annum; provided, further, that if on any day Lender is unable to
determine the LIBOR Rate in the foregoing manner, the LIBOR Rate for such day shall be the rate per
annum equal to the Prime Rate for such day. The LIBOR Rate and the Prime Rate are floating rates
which may change daily. As used herein, “Prime Rate” means that rate announced by Lender from time
to time as its prime rate and is one of several interest rate bases used by Lender; Lender lends at
rates both above and below the Prime Rate, and Borrower acknowledges that the Prime Rate is not
represented or intended to be the lowest or most favorable rate of interest offered by Lender. As
used herein, “London Banking Day” means a day on which dealings in dollar deposits are conducted by
and between banks in the London interbank eurodollar market.



PREPAYMENT. Upon not less than thirty (30) days’ prior written notice to Lender, Borrower may
prepay the Loan, in whole or in part (provided Lender shall have no obligations to readvance any
repaid principal), without prepayment premium (but subject to any costs set forth in any Swap
Contract should Lender in its sole discretion elect to terminate any such Swap Contract provided by
Lender or its Affiliate upon any such prepayment).



APPLICATION OF PAYMENTS. Monies received by Lender from any source for application toward payment
of the Obligations shall be applied in the following order: (i) late charges; (ii) impound payments
for taxes and insurance required pursuant to the Loan Documents, if any, (iii) interest and
(iv) principal. If an Event of Default occurs, monies may be applied to the Obligations in any
manner or order deemed appropriate by Lender.



If any payment received by Lender under this Note or other Loan Documents is rescinded, avoided or
for any reason returned by Lender because of any adverse claim or threatened action, the returned
payment shall remain payable as an obligation of all persons liable under this Note or other Loan
Documents as though such payment had not been made.



DEFINITIONS. Loan Documents. The term “Loan Documents”, shall have the meaning provided in the
Loan Agreement. Obligations. The term “Obligations”, as used in this Note and the other Loan
Documents, refers to any and all indebtedness and other obligations under this Note, all other
obligations under any other Loan Document(s), and all obligations under any Swap Contracts entered
into in connection with the Loan between Borrower and Lender (or its Affiliate) whenever executed.
Certain Other Terms. All terms that are used but not otherwise defined in any of the Loan
Documents shall have the definitions provided in the Uniform Commercial Code.



LATE CHARGE. If any payments are not timely made, Borrower shall also pay to Lender a late charge
equal to 4% of each payment past due for 15 or more days (other than the final repayment of the
principal of the Loan at maturity).



Acceptance by Lender of any late payment without an accompanying late charge shall not be deemed a
waiver of Lender’s right to collect such late charge or to collect a late charge for any subsequent
late payment received.



ATTORNEYS’ FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Lender’s reasonable expenses
incurred to enforce or collect any of the Obligations including, without limitation, arbitration,
paralegals’, attorneys’ and experts’ fees and expenses, whether incurred without the commencement
of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or
Bankruptcy proceeding.



USURY. If at any time the effective Interest Rate under this Note would, but for this paragraph,
exceed the maximum lawful rate, the effective Interest Rate under this Note shall be the maximum
lawful rate, and any amount received by Lender in excess of such rate shall be applied to principal
and then to fees and expenses, or, if no such amounts are owing, returned to Borrower.



EVENT OF DEFAULT. The occurrence of any of the following will be deemed to be an event of default
(“Event of Default”) hereunder: (i) Failure of Borrower to pay any amounts due pursuant to this
Note or the Loan Documents (including, without limitation, principal, interest, fees, or other
amounts) within ten (10) days after the date such amount is due; or (ii) the occurrence of any
other Event of Default under the Loan Agreement, or any of the other Loan Documents (including any
amendment, modification or extension thereof) which is not cured within any applicable cure period
(if any) set forth therein.



REMEDIES UPON DEFAULT. Upon the occurrence and during the continuance of an Event of Default, at
the option of Lender, the entire balance of principal of this Note, together with all accrued
interest thereon, shall, without demand or notice, immediately become due and payable and so long
as such Event of Default continues, the entire balance of principal together with all accrued
interest shall bear interest at the Default Rate. Upon the occurrence and during the continuance
of an Event of Default, Lender may exercise any and all rights and remedies it may have under the
Loan Documents, and under applicable law and in equity. No delay or omission on the part of the
holder hereof in exercising any right under this Note or under any of the other Loan Documents will
operate as a waiver of such right.



FINANCIAL AND OTHER INFORMATION. Borrower shall timely deliver to Lender the information required
under Section 10.8 of the Loan Agreement. Such information shall be true, complete, and accurate
in all material respects.



WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and other Loan
Documents shall be valid unless in writing and signed by an officer of Lender. No waiver by Lender
of any Event of Default shall operate as a waiver of any other Event of Default or the same Event
of Default on a future occasion. Neither the failure nor any delay on the part of Lender in
exercising any right, power, or remedy under this Note and other Loan Documents shall operate as a
waiver thereof, nor shall a single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or remedy.



Each Borrower or any person liable under this Note waives presentment, protest, notice of dishonor,
demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity,
notice of sale and all other notices of any kind. Further, each agrees that Lender may extend,
modify or renew this Note or make a novation of the loan evidenced by this Note for any period, and
grant any releases, compromises or indulgences with respect to any collateral securing this Note,
or with respect to any other Borrower or any other person liable under this Note or other Loan
Documents, all without notice to or consent of each Borrower or each person who may be liable under
this Note or any other Loan Document and without affecting the liability of Borrower or any person
who may be liable under this Note or any other Loan Document.



MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents shall inure to the
benefit of and be binding upon the parties and their respective heirs, legal representatives,
successors and assigns. Lender’s interests in and rights under this Note and the other Loan
Documents are freely assignable, in whole or in part, by Lender. In addition, nothing in this Note
or any of the other Loan Documents shall prohibit Lender from pledging or assigning this Note or
any of the other Loan Documents or any interest therein to any Federal Reserve Lender. Borrower
shall not assign its rights and interest hereunder without the prior written consent of Lender, and
any attempt by Borrower to assign without Lender’s prior written consent is null and void. Any
assignment shall not release Borrower from the Obligations. Applicable Law; Conflict Between
Documents. This Note and, unless otherwise provided in any other Loan Document, the other Loan
Documents shall be governed by and construed under the laws of the State of Ohio without regard to
that state’s conflict of laws principles. Notwithstanding Section 12.4 of the Loan Agreement, if
the terms of this Note should conflict with the terms of any loan agreement or any commitment
letter that survives closing, the terms of this Note shall control. Jurisdiction. Borrower
irrevocably agrees to non-exclusive personal jurisdiction in the State of Ohio and the state named
in Lender’s address on the first page hereof. Severability. If any provision of this Note or of
the other Loan Documents shall be prohibited or invalid under applicable law, such provision shall
be ineffective but only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Note or other such document.
Notices. Any notices to be given under this Note shall be given in accordance with the terms of
Section 12.2 of the Loan Agreement. Plural; Captions. All references in the Loan Documents to
Borrower, guarantor, person, document or other nouns of reference mean both the singular and plural
form, as the case may be, and the term “person” shall mean any individual, person or entity. The
captions contained in the Loan Documents are inserted for convenience only and shall not affect the
meaning or interpretation of the Loan Documents. Advances. Lender may, in its sole discretion,
make other advances to or on behalf of Borrower which shall be deemed to be advances under this
Note, even though the stated principal amount of this Note may be exceeded as a result thereof.
Posting of Payments. All payments received at the office of Lender first shown above after
1:00 p.m. local time in Charlotte, North Carolina shall be deemed received at the opening of the
next banking day. Fees and Taxes. Borrower shall promptly pay all documentary, intangible
recordation and/or similar taxes on this transaction (excluding all excess profits taxes, franchise
taxes, capital stock taxes, federal and state income taxes, and other taxes to the extent
applicable to Lender’s general or net income) whether assessed at closing or arising from time to
time.



WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS NOTE AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.



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IN WITNESS WHEREOF, Borrower, on the day and year first above written, has caused this Note
to be executed under seal.



PLACE OF EXECUTION AND DELIVERY. Borrower hereby certifies that this Note and the Loan Documents
were executed in the State of California and delivered to Lender in the State of Ohio.



	 	 	 
	BORROWER:

	 	NNN HEALTHCARE/OFFICE REIT MARKET EXCHANGE, LLC,

a Delaware limited liability company

By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Authorized Signatory







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