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Cross-collateralization Agreement

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Sectors: Real Estate
Effective Date: July 20, 2000
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POOL II


Tax Account Number: _________________


EXHIBIT 10.21


PREPARED BY, REQUESTED BY AND WHEN RECORDED, RETURN TO:


Mitchell Kaplan, Esq. Orrick, Herrington & Sutcliffe LLP 666 Fifth Avenue New York, New York 10103


CROSS-COLLATERALIZATION ,CROSS-CONTRIBUTION
-------------------------------------------
AND CROSS-DEFAULT AGREEMENT
---------------------------


THIS CROSS-COLLATERALIZATION, CROSS-CONTRIBUTION AND CROSS-DEFAULT AGREEMENT (this "Agreement"), made as of July __, 2000, by HCP MEDICAL OFFICE BUILDINGS
--------- II, LLC, a Delaware limited liability company (including its successors and/or assigns, the "CMT Borrower") having an address at 4675 MacArthur Court, Suite
-------- 900, Newport Beach, California 92260, and TEXAS HCP MEDICAL OFFICE BUILDINGS, L.P., a Delaware limited partnership (including its successors and/or assigns, the "Texas Borrower"; the CMT Borrower and the Texas Borrower shall each be a "Borrower" and collectively, the "Borrower" or the "Borrowers"), having an address at 4675 MacArthur Court, Suite 900, Newport Beach, California 92660, for the benefit of First Union National Bank, a national banking association and its successors and assigns ("Lender"), having an address at One First Union Center
------ DC-6, Charlotte, North Carolina 28288-0166.


W I T N E S S E T H:
- - - - - - - - - -


WHEREAS, concurrently with the execution of this Agreement, CMT Borrower has executed and delivered to Lender a Promissory Note in the original principal amount EIGHT MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($8,500,000.00) (the "First Note"), in evidence of a loan in such amount (the "First Loan");
---------- ----------


WHEREAS, concurrently with the execution of this Agreement, CMT Borrower has also executed and delivered to Lender its Promissory Note in the original principal amount of SIX MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($6,500,000.00) (the "Second Note"), in evidence of a loan in such amount (the
----------- "Second Loan"); - ------------


WHEREAS, concurrently with the execution of this Agreement, CMT Borrower has also executed and delivered to Lender its Promissory Note in the original principal amount of THREE


MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($3,900,000.00) (the "Third
----- Note"), in evidence of a loan in such amount (the "Third Loan"); - ----- ----------


WHEREAS, concurrently with the execution of this Agreement, CMT Borrower has also executed and delivered to Lender its Promissory Note in the original principal amount of EIGHT MILLION AND NO/100 DOLLARS ($8,000,000.00) (the "Fourth Note"), in evidence of a loan in such amount (the "Fourth Loan"), - ------------ -----------


WHEREAS, concurrently with the execution of this Agreement, Texas Borrower has also executed and delivered to Lender its Promissory Note in the original principal amount of TEN MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($10,600,000.00) (the "Fifth Note"), in evidence of a loan in such amount (the
---------- "Fifth Loan"); - -----------


WHEREAS, concurrently with the execution of this Agreement, Texas Borrower has also executed and delivered to Lender its Promissory Note in the original principal amount of FOUR MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($4,500,000.00) (the "Sixth Note"), in evidence of a loan in such amount (the
---------- "Sixth Loan"), (the First Loan, the Second Loan, the Third Loan, the Fourth - ----------- Loan, the Fifth Loan and the Sixth Loan are collectively, the "Loans" and each individually a "Loan");
----


WHEREAS, the First Loan is secured by (i) a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "First Mortgage"),
-------------- encumbering the real property located in Minneapolis, Minnesota, described on Exhibit A-1 attached hereto and made a part hereof and recorded in the real - ----------- property records of Hennepin County, together with all improvements thereon and certain other property described in the First Mortgage (collectively, the "First
----- Property"), and (ii) certain other documents and instruments executed in - -------- connection therewith (the First Note, the First Mortgage and such other documents and instruments executed in connection therewith, as the same from time to time may be amended, consolidated, extended, renewed, modified, restated or replaced, collectively, the "First Loan Documents");
--------------------


WHEREAS, the Second Loan is secured by (i) a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Second Mortgage"),
--------------- encumbering the real property located in Murfreesboro, Tennessee, described on Exhibit A-2 attached hereto and made a part hereof and recorded in the real - ----------- property records of Rutherford County, together with all improvements thereon and certain other property described in the Second Mortgage (collectively, the "Second Property"), and (ii) certain other documents and instruments executed in -------------- connection therewith (the Second Note, the Second Mortgage and such other documents and instruments executed in connection therewith, as the same from time to time may be amended, consolidated, extended, renewed, modified, restated or replaced, collectively, the "Second Loan Documents");
---------------------


WHEREAS, the Third Loan is secured by (i) a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Third Mortgage"),
-------------- encumbering the real property located in San Diego, California, described on Exhibit A-3 attached hereto and made a part hereof and recorded in the real - ----------- property records of San Diego County, together with all improvements thereon and certain other property described in the Third Mortgage (collectively,


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the "Third Property"), and (ii) certain other documents and instruments executed
-------------- in connection therewith (the Third Note, the Third Mortgage and such other documents and instruments executed in connection therewith, as the same from time to time may be amended, consolidated, extended, renewed, modified, restated or replaced, collectively, the "Third Loan Documents");
--------------------


WHEREAS, the Fourth Loan is secured by (i) a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Fourth Mortgage"),
--------------- encumbering the real property located in San Diego, California, described on Exhibit A-4 attached hereto and made a part hereof and recorded in the real - ----------- property records of San Diego County, together with all improvements thereon and certain other property described in the Fourth Mortgage (collectively, the "Fourth Property"), and (ii) certain other documents and instruments executed in - ---------------- connection therewith (the Fourth Note, the Fourth Mortgage and such other documents and instruments executed in connection therewith, as the same from time to time may be amended, consolidated, extended, renewed, modified, restated or replaced, collectively, the "Fourth Loan Documents");
---------------------


WHEREAS, the Fifth Loan is secured by (i) a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Fifth Mortgage"),
-------------- encumbering the real property located in Houston, Texas, described on Exhibit A-
--------- 5 attached hereto and made a part hereof and recorded in the real property - - records of Harris County, together with all improvements thereon and certain other property described in the Fifth Mortgage (collectively, the "Fifth
----- Property"), and (ii) certain other documents and instruments executed in - -------- connection therewith (the Fifth Note, the Fifth Mortgage and such other documents and instruments executed in connection therewith, as the same from time to time may be amended, consolidated, extended, renewed, modified, restated or replaced, collectively, the "Fifth Loan Documents");
--------------------


WHEREAS, the Sixth Loan is secured by (i) a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Sixth Mortgage"),
-------------- encumbering the real property located in Plano, Texas, described on Exhibit A-6
----------- attached hereto and made a part hereof and recorded in the real property records of Collin County, together with all improvements thereon and certain other property described in the Sixth Mortgage (collectively, the "Sixth Property";
-------------- the First Property, the Second Property, the Third Property, the Fourth Property, the Fifth Property and the Sixth Property, collectively, the "Properties" and each individually, a "Property"), and (ii) certain other - ----------- -------- documents and instruments executed in connection therewith (the Sixth Note, the Sixth Mortgage and such other documents and instruments executed in connection therewith, as the same from time to time may be amended, consolidated, extended, renewed, modified, restated or replaced, collectively, the "Sixth Loan
---------- Documents"); the First Mortgage, the Second Mortgage, the Third Mortgage, the - --------- Fourth Mortgage, the Fifth Mortgage and the Sixth Mortgage are, collectively, the "Mortgages" and each individually, a "Mortgage"; the First Loan Documents,
--------- -------- the Second Loan Documents, the Third Loan Documents, the Fourth Loan Documents, the Fifth Loan Documents and the Sixth Loan Documents are, collectively, the "Loan Documents"; provided, however, that none of the six environmental - --------------- indemnity agreements (collectively, the "Environmental Indemnities") executed as of even date herewith by Borrower and Health Care Property Investors, Inc., a Maryland corporation ("Indemnitor") in connection with the respective Loans nor any of the six indemnity and guaranty agreements executed as of even date herewith by Indemnitor in


3


connection with the respective Loans (collectively, the "Indemnities") shall constitute a First Loan Document, a Second Loan Document, a Third Loan Document, a Fourth Loan Document, a Fifth Loan Document, or a Sixth Loan Document and neither this Agreement, any Mortgage, nor any other Loan Document shall secure the obligations under any Environmental Indemnity or any Indemnity; and


WHEREAS, Lender has required that this Agreement be executed and delivered as a condition to making each of the Loans.


NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the party hereto, in its respective capacities set forth herein, hereby agrees as follows:


1. Cross-Default and Cross-Collateralization. The First Loan Documents,
----------------------------------------- the Second Loan Documents, the Third Loan Documents, the Fourth Loan Documents, the Fifth Loan Documents and the Sixth Loan Documents are hereby amended and modified (such amendment and modification, a "Cross-Collateralization") as
----------------------- follows:


a) an Event of Default under the First Note, the First Mortgage or any of the other First Loan Documents (as the term "Event of Default" is defined therein) shall, at Lender's option, constitute an Event of Default under the Second Note, the Second Mortgage, the other Second Loan Documents, the Third Note, the Third Mortgage, the other Third Loan Documents, the Fourth Note, the Fourth Mortgage, the other Fourth Loan Documents, the Fifth Note, the Fifth Mortgage, the other Fifth Loan Documents, the Sixth Note, the Sixth Mortgage and the other Sixth Loan Documents (as the term "Event of Default" is defined in each of the foregoing);


b) an Event of Default under the Second Note, the Second Mortgage or any of the other Second Loan Documents (as the term "Event of Default" is defined therein) shall, at Lender's option, constitute an Event of Default under the First Note, the First Mortgage, the other First Loan Documents, the Third Note, the Third Mortgage and the other Third Loan Documents, the Fourth Note, Fourth Mortgage, and the other Fourth Loan Documents, (as the term "Event of Default" is defined in each of the foregoing);


c) an Event of Default under the Third Note, the Third Mortgage or any of the other Third Loan Documents (as the term "Event of Default" is defined therein) shall, at Lender's option, constitute an Event of Default under the First Note, the First Mortgage, the other First Loan Documents, the Second Note, the Second Mortgage, the other Second Loan Documents, the Fourth Note, the Fourth Mortgage, and the other Fourth Loan Documents, the Fifth Note, the Fifth Mortgage, the other Fifth Loan Documents, the Sixth Note, the Sixth Mortgage and the other Sixth Loan Documents (as the term "Event of Default" is defined in each of the foregoing);


d) an Event of Default under the Fourth Note, the Fourth Mortgage or any of the other Fourth Loan Documents (as the term "Event of Default" is defined therein) shall, at Lender's option, constitute an Event of Default under the First Note, the First Mortgage, the other First Loan Documents, the Second Note, the Second Mortgage, the other Second Loan


4


Documents, the Third Note, the Third Mortgage, and the other Third Loan Documents, the Fifth Note, the Fifth Mortgage, the other Fifth Loan Documents, the Sixth Note, the Sixth Mortgage and the other Sixth Loan Documents (as the term "Event of Default" is defined in each of the foregoing);


e) an Event of Default under the Fifth Note, the Fifth Mortgage or any of the other Fifth Loan Documents (as the term "Event of Default" is defined therein) shall, at Lender's option, constitute an Event of Default under the First Note, the First Mortgage, the other First Loan Documents, the Second Note, the Second Mortgage, the other Second Loan Documents, the Third Note, the Third Mortgage and the other Third Loan Documents, the Fourth Note, the Fourth Mortgage, and the other Fourth Loan Documents, the Sixth Note, the Sixth Mortgage and the other Sixth Loan Documents (as the term "Event of Default" is defined in each of the foregoing);


f) an Event of Default under the Sixth Note, the Sixth Mortgage or any of the other Sixth Loan Documents (as the term "Event of Default" is defined therein) shall, at Lender's option, constitute an Event of Default under the First Note, the First Mortgage, the other First Loan Documents, the Second Note, the Second Mortgage, the other Second Loan Documents, the Third Note, the Third Mortgage, and the other Third Loan Documents, the Fourth Note, the Fourth Mortgage, and the other Fourth Loan Documents, the Fifth Note, the Fifth Mortgage and the other Fifth Loan Documents (as the term "Event of Default" is defined in each of the foregoing);


g) the First Mortgage and all of the other First Loan Documents securing or guaranteeing the First Note and the obligations of CMT Borrower under the other First Loan Documents (collectively, the "First Borrower Security
----------------------- Documents") also shall secure and guaranty the Second Note, the Second Mortgage, - --------- the other Second Loan Documents, the Third Note, the Third Mortgage, the other Third Loan Documents, the Fourth Note, the Fourth Mortgage, the other Fourth Loan Documents, the Fifth Note, the Fifth Mortgage, the other Fifth Loan Documents, the Sixth Note, the Sixth Mortgage and the other Sixth Loan Documents;


h) the Second Mortgage and all of the other Second Loan Documents securing or guaranteeing the Second Note and the obligations of CMT Borrower under the other Second Loan Documents (collectively, the "Second Borrower
--------------- Security Documents") also shall secure and guaranty the First Note, the First - ------------------ Mortgage, the other First Loan Documents, the Third Note, the Third Mortgage, the other Third Loan Documents, the Fourth Note, the Fourth Mortgage, the other Fourth Loan Documents, the Fifth Note, the Fifth Mortgage, the other Fifth Loan Documents, the Sixth Note, the Sixth Mortgage and the other Sixth Loan Documents;


i) the Third Mortgage and all of the other Third Loan Documents securing or guaranteeing the Third Note and the obligations of CMT Borrower under the other Third Loan Documents (collectively, the "Third Borrower Security
----------------------- Documents") also shall secure and guaranty the First Note, the First Mortgage, - --------- the other First Loan Documents, the Second Note, the Second Mortgage, the other Second Loan Documents, the Fourth Note, the Fourth Mortgage,


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and the other Fourth Loan Documents, the Fifth Note, the Fifth Mortgage, the other Fifth Loan Documents, the Sixth Note, the Sixth Mortgage and the other Sixth Loan Documents;


j) the Fourth Mortgage and all of the other Fourth Loan Documents securing or guaranteeing the Fourth Note and the obligations of CMT Borrower under the other Fourth Loan Documents (collectively, the "Fourth Borrower
--------------- Security Documents") also shall secure and guaranty the First Note, the First - ------------------ Mortgage, the other First Loan Documents, the Second Note, the Second Mortgage, the other Second Loan Documents, the Third Note, the Third Mortgage, and the other Third Loan Documents, the Fifth Note, the Fifth Mortgage, the other Fifth Loan Documents, the Sixth Note, the Sixth Mortgage and the other Sixth Loan Documents;


k) the Fifth Mortgage and all of the other Fifth Loan Documents securing or guaranteeing the Fifth Note and the obligations of Texas Borrower under the other Fifth Loan Documents (collectively, the "Fifth Borrower Security
----------------------- Documents") also shall secure and guaranty, the First Note, the First Mortgage, - --------- the other First Loan Documents, Second Note, the Second Mortgage, the other Second Loan Documents, the Third Note, the Third Mortgage, the other Third Loan Documents, the Fourth Note, the Fourth Mortgage, the other Fourth Loan Documents, the Sixth Note, the Sixth Mortgage and the other Sixth Loan Documents;


l) the Sixth Mortgage and all of the other Sixth Loan Documents securing or guaranteeing the Sixth Note and the obligations of Texas Borrower under the other Sixth Loan Documents (collectively, the "Sixth Borrower Security
----------------------- Documents") also shall secure and guaranty the First Note, the First Mortgage, - --------- the other First Loan Documents, the Second Note, the Second Mortgage, the other Second Loan Documents, the Third Note, the Third Mortgage, the other Third Loan Documents, the Fourth Note, the Fourth Mortgage, and the other Fourth Loan Documents, the Fifth Note, the Fifth Mortgage and the other Fifth Loan Documents;


m) the aggregate principal amount secured by each of the First Mortgage and the other First Loan Documents, the Second Mortgage and the other Second Loan Documents, the Third Mortgage and the other Third Loan Documents, the Fourth Mortgage and the other Fourth Loan Documents, the Fifth Mortgage and the other Fifth Loan Documents, the Sixth Mortgage and the other Sixth Loan Documents shall be FORTY TWO MILLLION DOLLARS ($42,000,000.00); and


n) the Borrower acknowledges and agrees that the Mortgages evidence commercial loans and that a trustee's sale with respect to one or more of the Mortgages shall not preclude judicial or non-judicial foreclosure of any of the remaining Mortgages.


2. Intentionally Deleted.
----------------------


3. Documents to be Delivered to Lender. In connection with any Cross-
----------------------------------- Collateralization, the Borrower shall cause to be delivered to Lender:


a) endorsements to the title insurance policies issued at the closings of the Loans insuring the liens of the First Mortgage, the Second Mortgage, the Third Mortgage, the


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Fourth Mortgage, the Fifth Mortgage and the Sixth Mortgage which endorsements shall be in form and substance satisfactory to Lender and shall (i) provide
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