0001299933-08-003245 Sample Contracts

MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES AND RENTS
Mortgage, Security Agreement • July 1st, 2008 • Grubb & Ellis Healthcare REIT, Inc. • Real estate investment trusts

THIS MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES AND RENTS (this “Mortgage”) made as of June 26, 2008, by G&E HEALTHCARE REIT MEDICAL PORTFOLIO 3, LLC, a Delaware limited liability company (“Borrower”), for the benefit of FIFTH THIRD BANK, a Michigan banking corporation, its successors and assigns (“Agent”), as Agent for the Banks (as defined below).

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SYNDICATED PROMISSORY NOTE
Syndicated Promissory Note • July 1st, 2008 • Grubb & Ellis Healthcare REIT, Inc. • Real estate investment trusts • Illinois

THIS SYNDICATED PROMISSORY NOTE, (the “Note”) is made in Chicago, Illinois as of June 26, 2008 by G&E HEALTHCARE REIT MEDICAL PORTFOLIO 3, LLC, a Delaware limited liability company (“Borrower”) for the benefit of Fifth Third Bank, a Michigan banking corporation (“Bank”), in the original principal amount of Twenty Nine Million and No/100 Dollars ($29,000,000.00), as provided herein and as provided in that certain Loan Agreement (the “Loan Agreement”) dated as of even date herewith by and among Borrower, Fifth Third Bank (“Agent”) and the other financial institutions identified therein.

GUARANTY OF PAYMENT
Guaranty of Payment • July 1st, 2008 • Grubb & Ellis Healthcare REIT, Inc. • Real estate investment trusts • Illinois

This GUARANTY OF PAYMENT (as the same may be amended, supplemented or otherwise modified from time to time, “Guaranty”) is made as of June 26, 2008 by GRUBB & ELLIS HEALTHCARE REIT, INC., a Maryland corporation (“Guarantor”) for the benefit of FIFTH THIRD BANK, a Michigan banking corporation, together with its successors and assigns (“Agent”), as agent for the Banks (as defined below).

LOAN AGREEMENT
Loan Agreement • July 1st, 2008 • Grubb & Ellis Healthcare REIT, Inc. • Real estate investment trusts • Illinois

This LOAN AGREEMENT dated as of June 26, 2008 (the “Agreement”), is executed by and among G&E HEALTHCARE REIT MEDICAL PORTFOLIO 3, LLC, a Delaware limited liability company (the “Borrower”), the financial institutions that are or may from time to time become parties hereto and are described on Exhibit E attached hereto (the “Banks”) and FIFTH THIRD BANK, a Michigan banking corporation (“Agent”), as agent for itself and the other Banks.

ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • July 1st, 2008 • Grubb & Ellis Healthcare REIT, Inc. • Real estate investment trusts • Illinois

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”), dated as of June 26, 2008 is made by G&E HEALTHCARE REIT MEDICAL PORTFOLIO 3, LLC, a Delaware limited liability company (“Borrower”), GRUBB & ELLIS HEALTHCARE REIT, INC., a Maryland corporation (“Guarantor”; Borrower and Guarantor are individually and collectively referred to herein as “Indemnitor”) to and for the benefit of FIFTH THIRD BANK, a Michigan banking corporation, together with its successors and assigns (“Agent”), as agent for the Banks (as defined below).

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