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PROMISSORY NOTE
$10,943,000.00
December 20, 2007
G&E HEALTHCARE REIT
LINCOLN PARK BOULEVARD, LLC (“ Borrower ”)
c/o Triple Net Properties, LLC
1551 N. Tustin Avenue, Suite 300
Santa Ana, California 92705
WACHOVIA FINANCIAL
SERVICES, INC. (“ Lender ”)
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 Ten Million Nine Hundred Forty-Three Thousand
and No/100 Dollars ($10,943,000.00) 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: financing
and operation of the Project in accordance with the Loan Agreement,
and other uses reasonably approved by Lender.
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
December 31, 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 1.55% 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 1.55% 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
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