AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHTSUN PARTNERS IV, LLC THE INTERESTS OF THE MEMBERS ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR THE DISTRICT...Limited Liability Company Agreement • August 14th, 2012 • CNL Healthcare Trust, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF CHTSUN PARTNERS IV, LLC, a Delaware limited liability company (the “Company”) is entered into effective as of June 29, 2012 (the “Effective Date”), by and among Sunrise Senior Living Investments, Inc., a Virginia corporation (“Sunrise”), and CHT SL IV Holding, LLC, a Delaware limited liability company (“CHT”).
MEZZANINE LOAN REPAYMENT AGREEMENT AND SECURITY AGREEMENTMezzanine Loan Repayment Agreement and Security Agreement • August 14th, 2012 • CNL Healthcare Trust, Inc. • Real estate investment trusts • Maryland
THIS MEZZANINE LOAN REPAYMENT AGREEMENT AND SECURITY AGREEMENT (this “Agreement”) is made as of the 29th day of June 2012, by and between CNL HEALTHCARE TRUST, INC., a Maryland corporation (“CHT REIT”), and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Lender”).
RECOURSE LIABILITIES GUARANTY (Sunrise of Gilbert)CNL Healthcare Trust, Inc. • August 14th, 2012 • Real estate investment trusts
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, the undersigned, CNL HEALTHCARE TRUST, INC., a Maryland corporation (“CHT”), and SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation (“SSLII”) (CHT and SSLII are hereinafter together called “Guarantor” in the singular), absolutely guarantee and agree to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (hereinafter called “Lender”) at the address designated in the Instrument (as hereinafter defined) for payment thereof or as such address may be changed as provided in the Instrument, all limited and full recourse indebtedness of GILBERT AZ SENIOR LIVING OWNER, LLC, a Delaware limited liability company (“Owner”), and CHTSUN TWO GILBERT AZ SENIOR LIVING, LLC, a Delaware limited liability company (“Operator”, and together with Owner, “Borrower”), under Sections 8.01 and 8.02 of the Loan Agreement (defined below), together with all interest, reasonable attorneys’ fees and collection costs provided for herein (
GILBERT AZ SENIOR LIVING OWNER, LLC, and CHTSUN TWO GILBERT AZ SENIOR LIVING, LLC (f/k/a MetSun Two Gilbert AZ Senior Living, (Borrower) to FIRST AMERICAN TITLE INSURANCE COMPANY, as trustee (Trustee) for the benefit of THE PRUDENTIAL INSURANCE...Trust and Security Agreement • August 14th, 2012 • CNL Healthcare Trust, Inc. • Real estate investment trusts • Arizona
THIS DEED OF TRUST AND SECURITY AGREEMENT (this “Instrument”) is made as of the 29th day of June, 2012, by GILBERT AZ SENIOR LIVING OWNER, LLC, a Delaware limited liability company, having its principal place of business at c/o CNL Healthcare Trust, Inc., 450 South Orange Avenue, Orlando, Florida 32801 (“Owner”), and CHTSUN TWO GILBERT AZ SENIOR LIVING, LLC (f/k/a MetSun Two Gilbert AZ Senior Living, LLC), a Delaware limited liability company, having its principal place of business at c/o CNL Healthcare Trust, Inc., 450 South Orange Avenue, Orlando, Florida 32801, (“Operator”, and together with Owner, “Borrower”), to First American Title Insurance Company, having an address at 1 First American Way, Santa Ana, California 92707, as trustee (“Trustee”), for the benefit of to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation, having an office at c/o Prudential Asset Resources, Inc., 2100 Ross Avenue, Suite 2500, Dallas, Texas 75201, Attention: Asset Management Departmen
Schedule of Omitted Documents of CNL Healthcare Trust, Inc.CNL Healthcare Trust, Inc. • August 14th, 2012 • Real estate investment trusts
The following management agreements have not been filed as exhibits pursuant to Instruction 2 of Item 601 of Regulation S-K: These documents are substantially identical in all material respects to Exhibit 10.4 to this Form 10-Q.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 14th, 2012 • CNL Healthcare Trust, Inc. • Real estate investment trusts • New York
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of 29th day of June, 2012 by CHT SL IV HOLDING, LLC, a Delaware limited liability company, having its principal place of business at c/o CHT Partners, LP, CNL Center at City Commons, 450 South Orange Avenue, Orlando, Florida 32801 (“Borrower”) in favor of RCG LV DEBT IV NON-REIT ASSETS HOLDINGS, LLC, a Delaware limited liability company, having an address at 7 Penn Plaza, Suite 512, New York, New York 10001 as Lender (“Lender”).
PROMISSORY NOTE (Mezzanine Loan)CNL Healthcare Trust, Inc. • August 14th, 2012 • Real estate investment trusts
FOR VALUE RECEIVED, CHT SL IV HOLDING, LLC, a Delaware limited liability company, having its principal place of business at c/o CHT Partners, LP, CNL Center at City Commons, 450 South Orange Avenue, Orlando, Florida 32801, as maker (“Borrower”), hereby unconditionally promises to pay to the order of RCG LV DEBT IV NON-REIT ASSETS HOLDINGS, LLC, a Delaware limited liability company, having an address at 7 Penn Plaza, Suite 512, New York, New York 10001, as payee (“Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of FORTY MILLION AND 00/100 DOLLARS ($40,000,000.00), in lawful money of the United States of America with interest thereon to be computed from the date of this Note at the Note Rate, and to be paid in accordance with the terms of this Note and that certain Mezzanine Loan Agreement, dated the date hereof, between Borrower and Lender (the “Loan Agreement”). All capitalized terms not defined herein shall have the r
TRANSFER AGREEMENT by and among SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation, and CHT PARTNERS, LP, a Delaware limited partnership and SUNRISE SENIOR LIVING MANAGEMENT, INC., a Virginia corporation June 4, 2012Transfer Agreement • August 14th, 2012 • CNL Healthcare Trust, Inc. • Real estate investment trusts
THIS TRANSFER AGREEMENT (this “Agreement”) is dated as of the 4th day of June, 2012, by and among SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation (“Transferor”), CHT PARTNERS, LP, a Delaware limited partnership (“Transferee”), and SUNRISE SENIOR LIVING MANAGEMENT, INC., a Virginia corporation (“Manager”). Certain capitalized terms used herein are defined in Section 1.01.
MANAGEMENT AGREEMENT For SUNRISE OF CONNECTICUT AVENUE Dated as of June 29, 2012Management Agreement • August 14th, 2012 • CNL Healthcare Trust, Inc. • Real estate investment trusts • Virginia
THIS MANAGEMENT AGREEMENT (“Agreement”) is made as of June 29, 2012 (“Effective Date”) by and among SUNRISE SENIOR LIVING MANAGEMENT, INC., a Virginia corporation (“Manager”), SUNRISE CONNECTICUT AVENUE ASSISTED LIVING OWNER, L.L.C., a Virginia limited liability company (“Owner”), and CHTSUN PARTNERS IV, LLC, a Delaware limited liability company (“Parent”).
MEZZANINE LOAN AGREEMENT Dated as of June 29, 2012 Between CHT SL IV HOLDING, LLC, as Borrower and RCG LV DEBT IV NON-REIT ASSETS HOLDINGS, LLC, as LenderMezzanine Loan Agreement • August 14th, 2012 • CNL Healthcare Trust, Inc. • Real estate investment trusts
THIS MEZZANINE LOAN AGREEMENT, dated as of June 29, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between RCG LV DEBT IV NON-REIT ASSETS HOLDINGS, LLC, a Delaware limited liability company, having an address at 7 Penn Plaza, Suite 512, New York, New York 10001 (“Lender”) and CHT SL IV HOLDING, LLC, a Delaware limited liability company, having its principal place of business at c/o CHT Partners, LP, CNL Center at City Commons, 450 South Orange Avenue, Orlando, Florida 32801 (“Borrower”).
FIRST AMENDMENT TO TRANSFER AGREEMENTTransfer Agreement • August 14th, 2012 • CNL Healthcare Trust, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO TRANSFER AGREEMENT (this “First Amendment”) is dated as of the 25th day of June, 2012, by and among SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation (“Transferor”), CHT PARTNERS, LP, a Delaware limited partnership (“Transferee”), and SUNRISE SENIOR LIVING MANAGEMENT, INC., a Virginia corporation (“Manager”).
MEZZANINE GUARANTYCNL Healthcare Trust, Inc. • August 14th, 2012 • Real estate investment trusts
FOR VALUE RECEIVED, and to induce RCG LV DEBT IV NON-REIT ASSETS HOLDINGS, LLC, a Delaware limited liability company, having an address at 7 Penn Plaza, Suite 512, New York, New York 10001 (“Lender”), to lend to CHT SL IV HOLDING, LLC, a Delaware limited liability company, having its principal place of business at c/o CHT Partners, LP, CNL Center at City Commons, 450 South Orange Avenue, Orlando, Florida 32801 (“Borrower”), the principal sum of FORTY MILLION AND 00/100 DOLLARS ($40,000,000.00) (the “Loan”), advanced pursuant to that certain Loan Agreement, dated as of the date hereof, between Borrower and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”) and evidenced by the Note (as defined in the Loan Agreement) and the other Loan Documents (as defined in the Loan Agreement), the undersigned, CNL HEALTHCARE TRUST, INC., a Maryland corporation, having an office at c/o CHT Partners, LP, CNL Center at City
PROMISSORY NOTE (Sunrise of Gilbert)Promissory Note • August 14th, 2012 • CNL Healthcare Trust, Inc. • Real estate investment trusts • Arizona
FOR VALUE RECEIVED, GILBERT AZ SENIOR LIVING OWNER, LLC, a Delaware limited liability company (“Owner”), and CHTSUN TWO GILBERT AZ SENIOR LIVING, LLC, a Delaware limited liability company (“Operator”, and together with Owner, “Borrower”), promise to pay to the order of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Lender”, which shall also mean successors and assigns who become holders of this Note), at 2100 Ross Avenue, Suite 2500, Dallas, Texas 75201, the principal sum of SEVENTEEN MILLION SIXTY-ONE THOUSAND AND NO/100 U.S. DOLLARS ($17,061,000.00), with interest on the unpaid balance (the “Balance”) at the applicable rate or rates set forth in the Loan Agreement (defined below) from and including the Funding Date (as defined in the Loan Agreement) under this Promissory Note (this “Note”) until Maturity, and to be paid in accordance with the terms of this Note and that certain Amended and Restated Loan Agreement dated as of the date hereof by and among Borro
