NNN 2003 Value Fund LLC Sample Contracts

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TO J. MICHAEL PRUITT, AS TRUSTEE (TRUSTEE)
NNN 2003 Value Fund LLC • March 30th, 2006 • Operators of nonresidential buildings • Illinois
ASSIGNMENT OF CONTRACT
Assignment of Contract • March 19th, 2007 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings

THIS ASSIGNMENT OF CONTRACT (the "Assignment") is made as of the 9th day of March 2007 by Triple Net Properties, LLC, a Virginia limited liability company ("Assignor") to NNN 4101 Interwood, LLC, a Delaware limited liability company ("Assignee").

AMENDED AND RESTATED GUARANTY OF PAYMENT
Guaranty of Payment • June 30th, 2008 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings • Illinois

This AMENDED AND RESTATED GUARANTY OF PAYMENT dated as of June 24, 2008 (this “Guaranty”), is executed by NNN 2003 VALUE FUND, LLC, a Delaware limited liability company (the “Guarantor”), to and for the benefit of LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Lender”).

SIXTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
Agreement for Purchase and Sale • June 23rd, 2009 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings

This SIXTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this “Amendment”) is effective as of the 17th day of June, 2009, by and between the undersigned selling entities (collectively, “Seller”) and ROBERT KO (“Buyer”).

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
Agreement for Purchase and Sale of Real Property and Escrow Instructions • October 24th, 2007 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (“Agreement”) between NNN VF WOODSIDE CORPORATE PARK, LLC, a Delaware limited liability company (“Seller”), and NNN WOODSIDE, LLC, a Virginia limited liability company (“Buyer”), is made and entered into as of the later of (i) the date this Agreement is executed by Seller and (ii) the date this Agreement is executed by Buyer (the “Effective Date”), with reference to the following facts:

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 13th, 2007 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings • Pennsylvania

THIS LOAN AND SECURITY AGREEMENT (together with any amendments, restatements or other modifications, this “Loan Agreement”) dated effective as of March 7, 2007, is by and between NNN VF FOUR RESOURCE SQUARE, LLC, a Delaware limited liability company (“Borrower”), and RAIT PARTNERSHIP, L.P., a Delaware limited partnership (together with its successors and assigns, “Lender”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • March 13th, 2007 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings • Pennsylvania

THIS PLEDGE AND SECURITY AGREEMENT (together with all amendments, restatements and other modifications, this “Agreement”), is dated effective as of March 7, 2007, is by and between NNN 2003 VALUE FUND, LLC, a Delaware limited liability company (“Pledgor”), and RAIT PARTNERSHIP, L.P., a Delaware limited partnership (together with its successors and assigns, “Lender”).

ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • March 13th, 2007 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings • North Carolina

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”), is dated effective as of March 7, 2007, by NNN VF FOUR RESOURCE SQUARE, LLC, a Delaware limited liability company (“Borrower”), and NNN 2003 VALUE FUND, LLC, a Delaware limited liability company (together with Borrower being referred to herein collectively as “Indemnitor”), in favor of RAIT PARTNERSHIP, L.P., a Delaware limited partnership (“Indemnitee”), and other Indemnified Parties (as hereinafter defined).

SECOND MODIFICATION TO JUNIOR DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
NNN 2003 Value Fund LLC • January 5th, 2010 • Operators of nonresidential buildings

This Second Modification to Junior Deed of Trust, Security Agreement and Fixture Filing (this “Deed of Trust Amendment”) is made and entered into as of the 28th day of December, 2009 by and between those entities listed on Schedule I attached hereto (collectively, “Grantor”), whose address is 1551 N. Tustin Avenue, Suite 200, Santa Ana, California 92705, and BANK OF AMERICA, N.A., a national banking association, successor by merger to LaSalle Bank National Association, its successors and assigns (“Beneficiary”), whose address is 135 South LaSalle Street, Chicago, Illinois 60603.

FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
Agreement for Purchase and Sale • May 18th, 2009 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings

This FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this “Amendment”) is made and entered into this 6th day of May, 2009, by and between the undersigned selling entities (collectively, “Seller”) and ROBERT KO (“Buyer”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 31st, 2007 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings • Missouri

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of September 19, 2007 (the “Effective Date”), is made by and between SEVENS ST. LOUIS L.L.C., a Delaware limited liability company (“Seller”), and TRIPLE NET LLC, a Virginia limited liability company (“Purchaser”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • January 14th, 2011 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings • North Carolina

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed and effective as of January 10, 2011 (the “Effective Date”), by and between NNN VF FOUR RESOURCE SQUARE, LLC, a Delaware limited liability company (“Seller”), and FOUR RESOURCE SQUARE, LLC, a Delaware limited liability company, its successors and assigns (“Purchaser”).

GUARANTY OF NON-RECOURSE CARVEOUTS
Guaranty of Non-Recourse Carveouts • March 13th, 2007 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings

THIS GUARANTY OF NON-RECOURSE CARVEOUTS (this “Guaranty”), dated effective as of March 7, 2007, is made by NNN 2003 VALUE FUND, LLC, a Delaware limited liability company (“Guarantor”), having its principal place of business c/o Triple Net Properties, LLC, 1551 N. Tustin Avenue, Suite 300, Santa Ana, California 92705 for the benefit of RAIT PARTNERSHIP, L.P., a Delaware limited partnership (together with its successors and or assigns, “Lender”).

LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • July 23rd, 2009 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings • Texas

THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the 17th day of July, 2009 (the “Effective Date”), by and among NNN CHASE TOWER REO, LP, a Texas limited partnership, NNN OF8 CHASE TOWER REO, LP, a Texas limited partnership, ERG CHASE TOWER, LP, a Texas limited partnership, and NNN VF CHASE TOWER REO, LP, a Texas limited partnership (individually and collectively, “Borrower”), and PSP/MRC DEBT PORTFOLIO S-1, L.P., successor-in-interest to MMA Realty Capital, LLC (“Lender”).

BILL OF SALE
NNN 2003 Value Fund LLC • January 26th, 2011 • Operators of nonresidential buildings

THAT, NNN VF FOUR RESOURCE SQUARE, LLC, a Delaware limited liability company (“Seller”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to Seller in hand paid by FOUR RESOURCE SQUARE, LLC, a Delaware limited liability company (“Buyer”), the receipt of which is hereby acknowledged, has Sold, Delivered and Assigned, and by these presents does Sell, Deliver and Assign, unto Buyer the following described property, to-wit:

ASSIGNMENT OF CONTRACT
Assignment of Contract • April 28th, 2006 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings

THIS ASSIGNMENT OF CONTRACT (the “Assignment”) is made as of the 19‘x’ day of April 2006 by Triple Net Properties, LLC, a Virginia limited liability company (“Assignor”) to NNN 901 Civic, LLC, a Delaware limited liability company and NNN VF 901 Civic, LLC, a Delaware limited liability company (“Assignee”), in ownership percentages to be determined between the parties.

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THIS DEED OF TRUST AND SECURITY AGREEMENT SECURES FUTURE ADVANCES AND FUTURE OBLIGATIONS AND IS TO BE GOVERNED BY SECTION 443.055 REVISED STATUTES OF MISSOURI. $23,500,000.00 IS THE TOTAL PRINCIPAL AMOUNT OF ALL OBLIGATIONS WHICH ARE SECURED HEREBY.
Deed of Trust and Security Agreement • October 31st, 2007 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings • Missouri

This Deed of Trust, Security Agreement and Fixture Filing (this “Deed of Trust”) is executed as of October 25, 2007, by NNN VF 7777 BONHOMME AVENUE, LLC, a Delaware limited liability company (“Grantor”), whose address for notice hereunder is c/o Triple Net Properties, LLC, 1551 N. Tustin, Suite 200, Santa Ana, California 92705, to STEVEN M. LEIGH, Trustee (“Trustee”), whose address is c/o Martin Leigh Laws & Fritzlen, PC, 1044 Main, Suite 900, Kansas City, MO 64105, for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Beneficiary”), whose address for notice is 16479 Dallas Parkway, Suite 500, Two Bent Tree Tower, Addison, Texas 75001-2512.

FIFTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
Agreement for Purchase and Sale • June 4th, 2009 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings

This FIFTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this “Amendment”) is effective as of the 29th day of May, 2009, by and between the undersigned selling entities (collectively, “Seller”) and ROBERT KO (“Buyer”).

PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS BY AND BETWEEN PS BUSINESS PARKS, L.P., a California limited partnership (“Seller”) and Triple Net Properties, LLC, a Virginia limited liability company (“Buyer”) Dated effective as of July 1, 2005
Purchase and Sale Agreement and Escrow Instructions • October 7th, 2005 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings • California

THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “Agreement”) is made effective as of July 1, 2005 (the “Effective Date’”), by and between PS BUSINESS PARKS, L.P., a California limited partnership (“Seller”), and Triple Net Properties, LLC, a Virginia limited liability company (“Buyer”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Purchase and Sale Agreement and Escrow Instructions • October 7th, 2005 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Amendment”) dated effective as of September 12, 2005, is made by and between PS BUSINESS PARKS, L.P., a California limited partnership (“Seller”), and Triple Net Properties, LLC, a Virginia limited liability company (“Buyer”).

ASSIGNMENT OF RENTS AND LEASES
NNN 2003 Value Fund LLC • February 28th, 2007 • Operators of nonresidential buildings

THIS ASSIGNMENT OF RENTS AND LEASES (the “Assignment”) is made as of this 15th day of February, 2007 by NNN VF TIFFANY SQUARE, LLC, a Delaware limited liability company (“Assignor”), having its principal place of business c/o Triple Net Properties, LLC, 1551 N. Tustin Avenue, Suite 300, Santa Ana, California 92705, to RAIT PARTNERSHIP, L.P., a Delaware limited partnership (“Lender”), with offices at 1818 Market Street, 28th Floor, Philadelphia, Pennsylvania 19103.

FIRST AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • April 2nd, 2007 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings

THIS FIRST AMENDMENT TO THE MANAGEMENT AGREEMENT (the “Amendment”) is made effective as of May 1, 2005, by and between Triple Net Properties Realty, Inc., a California corporation (“the Property Manger”), and NNN 2003 Value Fund, LLC, a Delaware limited liability company (“2003 Value Fund”).

SEVENTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
Agreement for Purchase and Sale • July 21st, 2009 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings

This SEVENTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this “Amendment”) is effective as of the 15th day of July, 2009, by and between the undersigned selling entities (collectively, “Seller”) and CIVIC CENTER PROFESSIONAL BUILDING, INC., a California corporation (“Buyer”).

Marcus & Millichap AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • December 22nd, 2005 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings

This document is an Amendment (“Amendment”) to the Purchase Agreement (“Agreement”) between NNN VF Southwood Tower, LP (“Seller”) and Rancho Pacific and/or related assignee (“Buyer”) executed by Buyer on the 9th day of September, 2005 for that certain real property located at 19221 Interstate 45, Shenandoah, TX.

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 26th, 2010 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings • Pennsylvania

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made this 20th day of April, 2010, but effective as of March 7, 2010 (the “Effective Date”), by and between NNN VF FOUR RESOURCE SQUARE, LLC, a Delaware limited liability company (“Borrower”), NNN 2003 VALUE FUND, LLC, a Delaware limited liability company (“Guarantor”), and RAIT PARTNERSHIP, L.P., a Delaware limited partnership (together with its successors and assigns, “Lender”).

HAZARDOUS MATERIALS INDEMNITY AGREEMENT
Hazardous Materials Indemnity Agreement • October 31st, 2007 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings • Missouri

THIS HAZARDOUS MATERIALS INDEMNITY AGREEMENT (the “Agreement”) is made as of October 25, 2007, by NNN VF 7777 BONHOMME AVENUE, LLC, a Delaware limited liability company, and NNN 2003 VALUE FUND, LLC, a Delaware limited liability company (collectively, “Indemnitor”), for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Lender”).

DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
NNN 2003 Value Fund LLC • March 13th, 2007 • Operators of nonresidential buildings • North Carolina

THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (as the same may be supplemented, amended, modified or extended from time to time, “Deed of Trust”) is made effective as of March 7, 2007, by NNN VF FOUR RESOURCE SQUARE, LLC, a Delaware limited liability company, having its principal place of business c/o Triple Net Properties, LLC, 1551 N. Tustin Avenue, Suite 300, Santa Ana, California 92705, as Grantor (“Borrower”), to BRIAN L. MURLAND, ESQUIRE, having an address at c/o Ledgewood, P.C., 1900 Market Street, Suite 750, Philadelphia, Pennsylvania 19103 (“Trustee”), for the benefit of RAIT PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 1818 Market Street, 28th Floor, Philadelphia, PA 19103, as Beneficiary (together with its successors and/or assigns, “Lender”).

ASSIGNMENT OF CONTRACT
Assignment of Contract • February 22nd, 2007 • NNN 2003 Value Fund LLC • Operators of nonresidential buildings

THIS ASSIGNMENT OF CONTRACT (the “Assignment”) is made as of the 15th day of February 2007 by Triple Net Properties, LLC, a Virginia limited liability company (“Assignor”), to NNN VF Four Resource Square, LLC, a Delaware limited liability company (“Assignee”).

ADDENDUM TO AND ASSIGNMENT OF REAL ESTATE PURCHASE CONTRACT AND RECEIPT FOR DEPOSIT PHASE 1
NNN 2003 Value Fund LLC • October 7th, 2005 • Operators of nonresidential buildings

This Addendum and, Assignment is agreed to as of September 26, 2005 by Buyer and Seller as defined in the purchase contract (“Contract”) dated July 1, 2005 for the real property located at Woodside Corporate Park Buildings, Beaverton, Oregon (“Subject Property”). Buyer and Seller intend to supplement and amend the Contract.

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