LIMITED LIABILITY COMPANY AGREEMENT OF CHP MONTECITO PARTNERS I, 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 OF COLUMBIA. NO...Limited Liability Company Agreement • January 18th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CHP MONTECITO PARTNERS I, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of January 16, 2013 (the “Effective Date”), by and among CHP CLAREMONT HOLDING, LLC, a Delaware limited liability company (“CHP”), and MMAC BERKSHIRE CLAREMONT L.L.C., a Delaware limited liability company (“Montecito”).
FRAMEWORK AGREEMENT BETWEEN CHP PARTNERS, LP AND MMAC BERKSHIRE, L.L.C. Dated as of January 14, 2013Framework Agreement • January 18th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Delaware
THIS FRAMEWORK AGREEMENT (this “Agreement”) is made and entered into as of January 14, 2013 (the “Effective Date”), by and between CHP PARTNERS, LP, a Delaware limited partnership (“CHP”), and MMAC BERKSHIRE, L.L.C., a Delaware limited liability company (“Montecito”). CHP and Montecito are sometimes referred to herein collectively as the “Parties”.
SALE AGREEMENT [Claremont Medical Plaza, 1601 Monte Vista Drive, Claremont CA]Sale Agreement • January 18th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • California
This Sale Agreement (“Agreement”) made and entered into as of November 9, 2012 (“Effective Date”), by and among Claremont Venture I, L.P., a California limited partnership (“Seller”) and MMIC Acquisition Corporation, a Florida corporation (“Buyer”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby the parties hereto agree as follows:
CREDIT AGREEMENT DATED AS OF JANUARY 16, 2013 CHP CLAREMONT CA OWNER, LLC and REGIONS BANKCredit Agreement • January 18th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Alabama
THIS CREDIT AGREEMENT is dated as of January 16, 2013, between CHP CLAREMONT CA OWNER, LLC, a Delaware limited liability company ("Claremont Borrower"), and REGIONS BANK, an Alabama banking corporation (the "Bank"). Capitalized terms used herein shall have the meanings ascribed thereto in Section 1.1 of this Agreement.
PROPERTY MANAGEMENT AGREEMENT Claremont Medical Plaza – 1601 Monte Vista Avenue, Claremont, CaliforniaProperty Management Agreement • January 18th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • California
This Property Management Agreement ("Agreement") is made as of January 16, 2013 ("Effective Date"), between StoneCreek Investment Corporation, a California corporation dba StoneCreek Company ("Manager") and CHP Claremont CA Owner, LLC, a Delaware limited liability company ("Owner").
DEED OF TRUST AND SECURITY AGREEMENT THE MAXIMUM PRINCIPAL INDEBTEDNESS SECURED BY THIS DEED OF TRUST IS $12,958,162.00.Deed of Trust and Security Agreement • January 18th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • California
THIS DEED OF TRUST AND SECURITY AGREEMENT (this "Deed of Trust") is made and entered into as of January 16, 2013, by CHP CLAREMONT CA OWNER, LLC, a Delaware limited liability company ("Grantor", and together with the other Borrowers as defined in the Credit Agreement (as hereinafter defined), hereinafter referred to as the "Borrowers"), whose address is c/o CNL Healthcare Properties, Inc., 450 South Orange Avenue, Orlando, Florida 32861, Attention: Joseph T. Johnson, CFO and SVP, and Holly J. Greer, General Counsel and SVP, in favor of FIRST AMERICAN TITLE INSURANCE COMPANY, whose address is 5 First American Way, Santa Ana, California 92707, as Trustee (the "Trustee"), and REGIONS BANK, a banking corporation organized and existing under the laws of the State of Alabama with principal offices in Birmingham, Alabama, whose address is 1900 5th Avenue North, Regions Center, 14th Floor, Birmingham, Alabama 35203, Attention: Healthcare Banking Group (the "Bank"). Any capitalized term used he
SALE AGREEMENT ASSIGNMENTSale Agreement Assignment • January 18th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts
This Sale Agreement Assignment ("Assignment") is made as of January 16, 2013 by and between MMIC Acquisition Corporation, a Florida corporation ("Assignor") and CHP Claremont CA Owner, LLC, a Delaware limited liability company ("Assignee"), and is made with respect to the Sale Agreement by and between Assignor and Claremont Venture I, L.P., a California limited partnership ("Seller") dated as of November 9, 2012, as amended from time to time (collectively, the "PSA"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
CARVEOUT GUARANTYCarveout Guaranty • January 18th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Alabama
THIS AGREEMENT (this "Agreement") is made as of January 16, 2013, by CNL HEALTHCARE PROPERTIES, INC., a Maryland corporation (the "CNL Carveout Guarantor"), and MMAC BERKSHIRE, L.L.C., a Delaware limited liability company (the "MMAC Carveout Guarantor") (the CNL Carveout Guarantor and the MMAC Carveout Guarantor hereinafter referred to collectively as the "Carveout Guarantors" and each singularly as a "Carveout Guarantor"), in favor of REGIONS BANK, an Alabama banking corporation (the "Bank"). As used in this Agreement, except as otherwise defined herein or unless the context may clearly require to the contrary, all capitalized words and phrases shall have the meaning attributed to them in that certain Credit Agreement of even date herewith between CHP Claremont CA Owner, LLC, a Delaware limited liability company (the "Claremont Borrower"), and Bank (as the same may be amended or modified from time to time, the "Credit Agreement").
HOLDBACK ESCROW AGREEMENTHoldback Escrow Agreement • January 18th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • California
This Holdback Escrow Agreement (“Agreement”) is entered into by and among CLAREMONT VENTURE I, L.P., a California limited partnership ("Seller"), CHP CLAREMONT CA OWNER, LLC, a Delaware limited liability company ("Buyer"), and FIRST AMERICAN TITLE INSURANCE COMPANY (“FATCO”) effective as of January 16, 2013.
