PROMISSORY NOTE

Exhibit 10.5

Wal-Mart & Lowe's (NV)

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, COLE MT LAS VEGAS NV, LLC, a Delaware limited liability company (“Borrower”), with the mailing address of 2555 E. Camelback Road, Suite 400, Phoenix, AZ 85016, Attention: Legal Department, promises to pay to the order of AVIVA LIFE AND ANNUITY COMPANY, an Iowa corporation (“Lender”), at its office located at c/o Aviva Investors North America, Inc., 699 Walnut Street, Dept. H-15, Des Moines, Iowa 50309, or at such other place as Lender may designate in writing, the principal sum of FOURTEEN MILLION TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($14,025,000.00 together with interest from the date advanced on the balance of the principal sum remaining from time to time unpaid at the rate of six and forty-five hundredths percent (6.45%) per annum. Interest shall be calculated for the actual number of days in any partial month on the basis of a 360-day year of twelve thirty-day months. Interest only on the unpaid principal balance from the date advanced through the end of that calendar month, shall be paid on the first day of the following month or, at Lender’s option, on the date of disbursement. This Promissory Note is sometimes hereinafter referred to as this “Note.”

Payment of interest only shall be made in twenty-four (24) consecutive monthly installments of Seventy-Five Thousand Three Hundred Eighty-Four and 38/100 Dollars ($75,384.38) beginning on the first day of August, 2009, and on the first day of each month thereafter until the first day of July, 2011. Payments of principal and interest shall be made in consecutive monthly installments in the sum of Ninety-Four Thousand Two Hundred Sixty and 09/100 Dollars ($94,260.09) beginning on the first day of August, 2011 and on the first day of each month thereafter until the first day of January, 2013 (“Maturity Date”), on which date the entire balance of principal and interest then unpaid thereon shall be due and payable. If a monthly payment is not received by the due date thereof (subject to the notice and cure rights set forth herein), it shall constitute an Event of Default (as that term is defined in the Deed of Trust). Each payment shall be applied first to interest and other charges then due and the balance to reduction of the principal sum.

Unless and until Borrower is otherwise notified in writing by Lender, all monthly payments due on account of the indebtedness evidenced by this Note shall be made by electronic funds transfer debit transactions utilizing the Automated Clearing House (“ACH”) network of the U.S. Federal Reserve System and shall be initiated by Lender from Borrower’s account (as shall have been previously established by Borrower and approved by Lender) at an ACH member bank (the “ACH Account”) for settlement on the first day of each month as provided hereinabove; provided, however, that if the first day of any such month is a Saturday, Sunday or holiday, then settlement shall be made on the immediately following day that is not a Saturday,

Sunday or holiday. Borrower hereby authorizes Lender to electronically initiate the transfer of all monthly payments required on this Note by ACH transfer of funds from the ACH member bank designated by Borrower. Borrower shall, prior to each payment due date, deposit and/or maintain sufficient funds in the ACH Account to cover all debit transactions initiated or to be initiated hereunder by or for Lender.

Concurrently with or prior to the delivery of this Note, Borrower has executed and delivered written authorization to Lender to effect the foregoing and will from time to time execute and deliver further authorization to effect payment through ACH transfer. Borrower has delivered to Lender, concurrently with or prior to Borrower’s execution and delivery of this Note, a voided blank check or a pre-printed deposit form for such ACH Account showing Borrower’s ACH Account number with the ACH member bank and showing the ACH member bank routing number.

Notwithstanding the foregoing regarding the ACH member bank and the ACH network system, any failure, for any reason, of the ACH network system or any electronic funds transfer debit transaction to be timely or fully completed shall not in any manner relieve Borrower from its obligations to promptly, fully and timely pay and make all payments or installments provided for under this Note when due, and to comply with all other of Borrower’s obligations under this Note or any other documents evidencing or securing the Note; or relieve Borrower from any of its obligations to pay any late charges due or payable under the terms of this Note; provided that if the cause for such failure is that the Lender did not timely initiate the transfer request, there was a failure of the ACH network system that was not caused by Borrower, or there was any failure of the electronic funds transfer debit transaction that was not caused by Borrower, then Borrower shall not be in default or subject to late charges unless payment is not made within two (2) days after notice of nonpayment is given by Lender. Borrower shall provide Lender with at least ten (10) days prior written notice of any change in the ACH information provided above and Borrower shall not change ACH member banks without first obtaining Lender’s written approval.

BORROWER ACKNOWLEDGES THAT THE MONTHLY INSTALLMENTS REFERRED TO ABOVE WILL NOT AMORTIZE ALL OF THE PRINCIPAL SUM OF THE INDEBTEDNESS BY THE MATURITY DATE, RESULTING IN A “BALLOON PAYMENT” ON SAID DATE OF THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ACCRUED UNPAID INTEREST.

This Note is given for an actual loan in the above amount and is the Note referred to in and secured by a First Deed of Trust, Security Agreement and Fixture Filing (herein called the “Deed of Trust”) for the benefit of Lender dated as of the date hereof, on certain property described therein located in Clark County, Nevada (herein called the “Mortgaged Premises”). Additionally, Lender required and this is the note referred to in an Assignment of Leases, Rents and Income (herein called the “Assignment”) dated as of the date hereof, assigning to Lender all of the leases, rents and income, issues and profit from the Mortgaged Premises. Further, this Note is secured by: (i) a Guaranty of Affiliate Loans dated as of the same date and executed by Cole WM Albuquerque NM, LLC, a Delaware limited liability company which is an affiliate of Borrower (such guaranty herein referred to as the “Affiliate Guaranty”); and (ii) by the “Affiliate

Security Documents” as defined in the Cross-Collateralization Rider which is attached to the Deed of Trust as Exhibit “B”. All of the agreements, conditions, and covenants contained in the Deed of Trust and Assignment that are to be kept and performed by the Borrower are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein, and the Borrower covenants and agrees to keep and perform them, or cause them to be kept and performed strictly in accordance with their terms. This Note, the Deed of Trust, the Assignment, the Affiliate Guaranty, and all other instruments evidencing or securing the loan evidenced hereby and the Affiliate Guaranty, excluding the certain Environmental Indemnification Agreement dated this same date, are sometimes collectively referred to as the “Loan Documents.”

Upon the occurrence and during the continuance of an Event of Default, or after maturity or accelerated maturity of the principal balance, or if the obligations evidenced hereby are reduced to a judgment, to the extent permitted by applicable law, interest shall be payable on demand on the unpaid principal balance or the judgment, as the case may be, and accrued interest thereon, from time to time outstanding, at a rate equal to twelve percent (12%) per annum or, if less, the highest legal rate permitted under applicable law, until paid.

In the event that any payment required to be made pursuant to this Note is not received by the due date thereof, a late charge of five cents ($.05) for each dollar ($1.00) so overdue shall become immediately due and payable as liquidated damages for defraying expenses incident to handling such delinquent payment and by reason of failure to make prompt payment, and the same shall be deemed to be evidenced by this Note and secured by the Deed of Trust. In the event of the failure of Borrower to pay any such late charge within five (5) days after demand, then the unpaid principal balance and accrued interest shall, at the option of the Lender, become immediately due and payable without further notice and demand, such notice and demand being expressly waived, but in such event said late charge shall be voided and shall not be payable by Borrower nor receivable by Lender and the rate of interest effective after maturity shall be applicable.

Time is of the essence hereof and it is expressly agreed that should default be made in the payment of any installment of principal or interest when due under this Note or the Affiliate Notes (defined below) (including any applicable grace period), or if an Event of Default shall occur and not be cured within the applicable notice and cure period, then the entire unpaid principal balance and accrued interest shall, at the option of Lender, become immediately due and payable, without further notice and demand, such notice and demand being expressly waived, anything contained herein or in any instrument now or hereafter securing this Note to the contrary notwithstanding. Said option shall continue until all such payment defaults or Event(s) of Default have been cured and such cure has been accepted by Lender.

A “Loan Year” shall be a period of twelve consecutive months, the first of which shall commence on the date hereof if such date is the first day of the month, and otherwise on the first day of the month following the date hereof (and the first Loan Year also shall include the partial month from the date hereof until such date), and each succeeding Loan Year shall commence on the anniversary of such date.

Except as expressly provided for in this Note, the Borrower may not prepay any portion of the principal balance. Borrower reserves (provided no Event of Default, as that term is defined in the Deed of Trust, exists beyond any applicable notice and cure period) the privilege to prepay, in full but not in part, the principal indebtedness evidenced hereby on the first day of July, 2009, and on any installment payment date thereafter, upon thirty (30) days prior written notice to Lender and upon payment of a premium (hereinafter referred to as the “Prepayment Premium”) in a