ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • September 14th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts • Illinois
This ENVIRONMENTAL INDEMNITY AGREEMENT dated as of September 10, 2007 (the “Agreement”), is executed by NNN HEALTHCARE/OFFICE REIT HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), NNN HEALTHCARE/OFFICE REIT TRIUMPH, LLC, a Delaware limited liability company (“Triumph”) and NNN HEALTHCARE/OFFICE REIT, INC., a Maryland corporation (the “Guarantor”; the Borrower, Triumph and the Guarantor each being referred to herein as an “Indemnitor” and collectively as the “Indemnitors”) to and for the benefit of LASALLE BANK NATIONAL ASSOCIATION, a national banking association, together with its successors and assigns, individually and as agent for the Banks (as described in the Loan Agreement described below) (individually, “LaSalle” and as agent, the “Agent”).
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,NNN Healthcare/Office REIT, Inc. • September 14th, 2007 • Real estate investment trusts • Texas
THIS COMMERCIAL DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (“Deed of Trust”) is made as of the 10th day of September, 2007 by NNN HEALTHCARE/OFFICE REIT TRIUMPH, LLC, a Delaware limited liability company, whose mailing address is c/o Triple Net Properties, LLC, 1551 North Tustin Avenue, Suite 200, Santa Ana, California 92705 (the “Trustor”), to Jeffrey C. Baker, Esq., whose mailing address is 5847 San Felipe, Suite 1753, Houston, Texas 77057 (“Trustee”), for the benefit of LASALLE BANK NATIONAL ASSOCIATION, a national banking association, whose mailing address is 135 South LaSalle Street, Chicago, Illinois 60603-4015, its successors and assigns, individually and as Agent for the “Banks” (as defined in the Loan Agreement described below) (“Beneficiary”).
OPEN END REAL PROPERTY MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILINGNNN Healthcare/Office REIT, Inc. • September 14th, 2007 • Real estate investment trusts • Pennsylvania
THIS OPEN END REAL PROPERTY MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (“Mortgage”) is made as of the 10th day of September, 2007 by NNN HEALTHCARE/OFFICE REIT QUEST DIAGNOSTICS, LLC, a Delaware limited liability company, whose mailing address is c/o Triple Net Properties, LLC, 1551 North Tustin Avenue, Suite 200, Santa Ana, California 92705 (“Mortgagor”), to and for the benefit of LASALLE BANK NATIONAL ASSOCIATION, a national banking association, whose mailing address is 135 South LaSalle Street, Chicago, Illinois 60603-4015, its successors and assigns, individually and as Agent for the “Banks” (as defined in the Loan Agreement described below) (“Mortgagee”).
JOINDER AGREEMENTJoinder Agreement • September 14th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts • Illinois
THIS JOINDER AGREEMENT dated as of September 10, 2007, executed and delivered by NNN HEALTHCARE/OFFICE REIT TRIUMPH, LLC, a Delaware limited liability company (the “New Subsidiary”), in favor of LASALLE BANK NATIONAL ASSOCIATION, in its capacity as Agent (the “Agent”) for the Banks under that certain Loan Agreement dated as of September 10, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among NNN HEALTHCARE/OFFICE REIT HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under Section 1 thereof (the “Banks”) and the Agent.
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENTAssignment and Assumption of Purchase Agreement • September 14th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts
THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (this “Assignment”) dated as of September , 2007, is made and entered into by and between TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company (“Assignor”), and NNN HEALTHCARE/OFFICE REIT QUEST DIAGNOSTICS, LLC, a Delaware limited liability company (“Assignee”), with reference to the following Recitals:
ContractContribution Agreement • September 14th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts • Illinois
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of the 10th day of September, 2007, by and among NNN HEALTHCARE/OFFICE REIT HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), and the parties from time to time executing this agreement as Subsidiary Guarantors (such parties are hereinafter referred to collectively as the “Subsidiary Guarantors”; the Borrower and the Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Contributing Party” and collective as the “Contributing Parties”).
PROMISSORY NOTEPromissory Note • September 14th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, NNN HEALTHCARE/OFFICE REIT HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION (the “Bank”) at the principal office of LaSalle Bank National Association (the “Agent”) in Chicago, Illinois, on or before the Maturity Date, (as defined in the hereinafter referred to Loan Agreement), the lesser of (i) FIFTY MILLION and 00/100 DOLLARS ($50,000,000.00) (subject to an increase of up to ONE HUNDRED TWENTY MILLION and 00/100 DOLLARS ($120,000,000.00) on the terms set forth in the Loan Agreement), or (ii) the aggregate principal amount of all Loans made to the Borrower by the Bank under and pursuant to that certain Loan Agreement dated as of September 10, 2007, executed by and among the Borrower, certain financial institutions (including the Bank) and the Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized words and phrases no
LOAN AGREEMENTLoan Agreement • September 14th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts • Illinois
This LOAN AGREEMENT dated as of September 10, 2007 (the “Agreement”), is executed by and among NNN HEALTHCARE/OFFICE REIT HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions that are or may from time to time become parties hereto and are described on Schedule 3.1 hereto (together with LaSalle and their respective successors and assigns, the “Banks”) and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, “LaSalle”), as agent for itself and the other Banks.
PURCHASE AGREEMENTPurchase Agreement • September 14th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts
This Agreement (“Agreement”), dated as of August 1, 2007 (the “Effective Date”), is between LEXINGTON VALLEY FORGE L.P., a Delaware limited partnership (“Seller”), and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company (“Buyer”).
GUARANTY OF PAYMENTGuaranty of Payment • September 14th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts • Illinois
This GUARANTY OF PAYMENT dated as of September 10, 2007 (this “Guaranty”), is executed by NNN HEALTHCARE/OFFICE REIT, INC., a Maryland corporation (“Office REIT”) (Office REIT, collectively, together with each Subsidiary Guarantor that becomes a party hereto pursuant to the Joinder Agreements referenced below, the “Guarantor”), to and for the benefit of LASALLE BANK NATIONAL ASSOCIATION, a national banking association, individually and as agent for the Banks as described in the Loan Agreement (as defined below) (“LaSalle” and, in its capacity as agent for the Banks, the “Agent”).
