EX-10.4






PROMISSORY NOTE




U.S. $30,500,000.00 September 28, 2007



FOR VALUE RECEIVED, NNN HEALTHCARE/OFFICE REIT E FLORIDA LTC, LLC, a Delaware limited liability
company (“Borrower”) hereby promises to pay to the order of KEYBANK NATIONAL ASSOCIATION, a
national banking association (“Lender”), in care of KeyBank National Association (“Agent”), having
an address at Healthcare Services, 1301 5th Avenue, 23rd Floor, Mail Code:
WA-31-13-2313, Seattle, WA 98111-0090,, the principal sum of THIRTY MILLION FIVE HUNDRED THOUSAND
and NO/100 DOLLARS ($30,500,000.00) together with interest from the date hereof on the balance of
principal from time to time outstanding, in United States currency, at the rates and at the times
hereinafter described.



This Note is issued by Borrower pursuant to that certain Loan Agreement of even date herewith (the
“Loan Agreement”) entered into among Borrower, Agent, Lender and each other Lender now or hereafter
party to the Loan Agreement, and is the Note as defined in the Loan Agreement. This Note evidences
the Loan (as defined in the Loan Agreement). Payment of this Note is governed by the Loan
Agreement, the terms of which are incorporated herein by express reference as if fully set forth
herein. Capitalized terms used and not otherwise defined herein shall have the meanings given to
them in the Loan Agreement.




	1.	 	Interest. The principal amount hereof outstanding from time to time shall bear
interest until paid in full at the Applicable Rate.






	2.	 	Monthly Payments. Monthly installment payments of principal and interest as
described in the Loan Agreement shall be payable on the tenth (10th) day of each
calendar month after the date hereof up to and including the Maturity Date. All payments on
account of the indebtedness evidenced by this Note shall be made to Agent prior to the close
of business on the day when due in lawful money of the United States and shall be first
applied to late charges, costs of collection or enforcement and other similar amounts due, if
any, under this Note and any of the other Loan Documents, then to interest due and payable
hereunder and the remainder to principal due and payable hereunder.






	3.	 	Maturity Date. The indebtedness evidenced hereby shall mature on the Maturity Date.
On the Maturity Date, the entire outstanding principal balance hereof, together with accrued
and unpaid interest and all other sums evidenced by this Note, shall, if not sooner paid,
become due and payable. The Maturity Date may be extended on the terms and conditions set out
in the Loan Agreement.






	4.	 	General Provisions.






	 	(a)	 	Regardless of whether an Adjusted LIBOR Rate would otherwise then be in
effect, in the event (i) the principal balance hereof is not paid when due whether by
acceleration or upon the Maturity Date or (ii) an Event of Default exists, then the
principal balance hereof shall bear interest from and after the Default Rate. In
addition, for any installment (exclusive of the payment due upon the Maturity Date)
which is not paid within five (5) days after the due date thereof, a late charge equal
to four percent (4%) of the amount of such installment shall be due and payable to the
holder of this Note on demand to cover the extra expense involved in handling
delinquent payments.






	 	(b)	 	Borrower agrees that the obligation evidenced by this Note is an exempt
transaction under the Truth-in-Lending Act, 15 U.S.C. § 1601, et seq.






	 	(c)	 	The parties hereto intend and believe that each provision in this Note
comports with all applicable local, state and federal laws and judicial decisions.
However, if any provision or provisions, or if any portion of any provision or
provisions, in this Note is found by a court of law to be in violation of any
applicable local, state or federal ordinance, statute, law, administrative or judicial
decision, or public policy, and if such court should declare such portion, provision
or provisions of this Note to be illegal, invalid, unlawful, void or unenforceable as
written, then it is the intent of all parties hereto that such portion, provision or
provisions shall be given force to the fullest possible extent that they are legal,
valid and enforceable, that the remainder of this Note shall be construed as if such
illegal, invalid, unlawful, void or unenforceable portion, provision or provisions
were not contained therein, and that the rights, obligations and interest of Borrower
and the holder or holders hereof under the remainder of this Note shall continue in
full force and effect. All agreements herein are expressly limited so that in no
contingency or event whatsoever, whether by reason of advancement of the proceeds
hereof, acceleration of maturity of the unpaid principal balance hereof, or otherwise,
shall the amount paid or agreed to be paid to the holders hereof for the use,
forbearance or detention of the money to be advanced hereunder exceed the highest
lawful rate permissible under applicable usury laws. If, from any circumstances
whatsoever, the fulfillment of any provision hereof, at the time performance of such
provision shall be due, shall involve transcending the limit of validity prescribed by
law which a court of competent jurisdiction may deem applicable hereto, then, ipso
facto, the obligation to be fulfilled shall be reduced to the limit of such validity
and if from any circumstance the holder hereof shall ever receive as interest an
amount which would exceed the highest lawful rate, such amount which would be
excessive interest shall be applied to the reduction of the unpaid principal balance
due hereunder and not to the payment of interest.






	 	(d)	 	This Note and all provisions hereof shall be binding upon Borrower and all
persons claiming under or through Borrower, and shall inure to the benefit of Lender,
together with its successors and assigns, including each owner and holder from time to
time of this Note.






	 	(e)	 	Time is of the essence as to all dates set forth herein.






	 	(f)	 	Borrower agrees that its liability shall not be in any manner affected by any
indulgence, extension of time, renewal, waiver, or modification granted or consented
to by Lender or Agent; and Borrower consents to any indulgences and all extensions of
time, renewals, waivers, or modifications that may be granted by Lender or Agent with
respect to the payment or other provisions of this Note, and to any substitution,
exchange or release of the collateral, or any part thereof, with or without
substitution, and agrees to the addition or release of any Borrowers, endorsers,
guarantors, or sureties, all whether primarily or secondarily liable, without notice
to Borrower and without affecting its liability hereunder.






	 	(g)	 	Borrower hereby waives and renounces for itself, its successors and assigns,
all rights to the benefits of any statute of limitations and any moratorium,
reinstatement, marshalling, forbearance, valuation, stay, extension, redemption,
appraisement, or exemption and homestead laws now provided, or which may hereafter be
provided, by the laws of the United States and of any state thereof against the
enforcement and collection of the obligations evidenced by this Note.






	 	(h)	 	If this Note is placed in the hands of attorneys for collection or is
collected through any legal proceedings, Borrower promises and agrees to pay, in
addition to the principal, interest and other sums due and payable hereon, all costs
of collecting or attempting to collect this Note, including all reasonable attorneys’
fees and disbursements.






	 	(i)	 	All parties now or hereafter liable with respect to this Note, whether
Borrower, principal, surety, guarantor, endorsee or otherwise hereby severally waive
presentment for payment, demand, notice of nonpayment or dishonor, protest and notice
of protest. No failure to accelerate the indebtedness evidenced hereby, acceptance of
a past due installment following the expiration of any cure period provided by this
Note, any Loan Document or applicable law, or indulgences granted from time to time
shall be construed (i) as a novation of this Note or as a reinstatement of the
indebtedness evidenced hereby or as a waiver of such right of acceleration or of the
right of Lender or Agent thereafter to insist upon strict compliance with the terms of
this Note, or (ii) to prevent the exercise of such right of acceleration or any other
right granted hereunder or by the laws of the State. Borrower hereby expressly waives
the benefit of any statute or rule of law or equity now provided, or which may
hereafter be provided, which would produce a result contrary to or in conflict with
the foregoing.





THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA
AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.



Borrower has delivered this Note as of the day and year first set forth above.




NNN HEALTHCARE/OFFICE REIT E FLORIDA LTC, LLC, a
Delaware limited liability company




By: /s/ Shannon K S Johnson




	 	 	Name: Shannon K S Johnson

Authorized Signatory