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Exhibit 10.4
     THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the “ Agreement ”) is made as of the date last executed below, between Aurora Medical Group, Inc., a Wisconsin non-stock corporation (“ Tenant ”), having an address at 3000 West Montana, Milwaukee, Wisconsin and PNC Bank, National Association (“ Lender ”), located at 10851 Mastin, Overland Park, Kansas, 66210.
RECITALS
A.   Tenant is or will at Closing be the current tenant under that certain lease dated December 21, 2007, by and between Tenant, as original tenant, and NNN Eastern Wisconsin Medical Portfolio, LLC, as original landlord, which has been amended, if at all, only by those instruments described in Exhibit A attached hereto (the original lease, as amended, is herein the “ Lease ”) affecting certain premises commonly known as                                           (the “ Premises ”) located on the real property described in Exhibit B attached hereto (the “ Land ”); and
 
B.   Lender is about to make a loan to NNN Eastern Wisconsin Medical Portfolio, LLC, who is, or will become, the landlord under the Lease (hereinafter “ Landlord ”), which loan will be evidenced by a promissory note to made by Landlord in favor of Lender and secured by the lien of a mortgage or deed of trust (the “ Mortgage ”) encumbering the Land (the Mortgage and all other documents securing the loan are herein collectively called the “ Security Documents ”); and
 
C.   Lender and Tenant desire to confirm their agreements with respect to the Lease and the Security Documents.
AGREEMENT
     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, Lender and Tenant hereby agree and covenant as follows:
1.   Subordination . The Lease and all right, title and interest in the Land created thereby (including without limitation, any purchase options, rights of first refusal or similar rights possessed by Tenant with respect to the Premises) are, shall be and shall at all times remain and continue to be subject and subordinate in all respects to the liens, terms, covenants, provisions and conditions of the Security Documents, and all renewals, modifications, extensions, consolidations and replacements thereof.
 
2.   Non-Disturbance . So long as the Lease is in full force and effect and Tenant is not in default under the Lease (beyond any period given Tenant to cure such default) or under this Agreement:
  (a)   Tenant’s possession of the Premises and Tenant’s rights and privileges under the Lease shall not be diminished or interfered with by Lender, and Tenant’s occupancy of the Premises shall not be disturbed by Lender for any reason whatsoever during the term of the Lease or any extensions or renewals thereof; and

 


 
  (b)   Lender will not name or join Tenant as a party defendant in any action or proceeding to foreclose the Mortgage or to enforce any rights or remedies of Lender under the Mortgage that would cut-off, destroy, terminate or extinguish the Lease or Tenant’s interest and estate under the Lease unless the joinder is required by law in order to perfect the trustee’s sale, foreclosure or other proceeding, and without in any way diminishing or otherwise affecting the rights and privileges granted to, or inuring to the benefit of, Tenant under this Agreement.
 
  (c)   Tenant agrees that any option or right of first refusal contained in the Lease shall not apply to Lender taking title pursuant to any bona fide deed in lieu of foreclosure or purchase at a foreclosure sale.
3.   Attornment .
  (a)   After notice is given by Lender that a default has occurred under the Mortgage and that the rentals and all other payments to be made by Tenant under the Lease should be paid to Lender, Tenant will pay to Lender, or in accordance with the directions of Lender, all rentals and other monies due and to become due to Landlord under the Lease or otherwise in respect to the

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