0001193125-13-343983 Sample Contracts

RECOURSE LIABILITIES GUARANTY (Doctors Specialty Hospital)
Recourse Liabilities Guaranty • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, the undersigned, CNL HEALTHCARE PROPERTIES, INC., a Maryland corporation (whether one or more, hereinafter together called “Guarantor” in the singular), absolutely guarantees and agrees to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (hereinafter called “Lender”) at the address designated in the Loan Agreement (as hereinafter defined) for payment thereof or as such address may be changed as provided in the Loan Agreement, all limited and full recourse indebtedness of CHP LEAWOOD KS MOB OWNER, LLC, a Delaware limited liability company (hereinafter called “Borrower”), under Sections 8.01 and 8.02 of the Loan Agreement, together with all interest, attorneys’ fees and collection costs provided for herein (all such indebtedness is hereinafter called the “Recourse Liabilities”), which obligations of Borrower under the Loan Agreement and that certain Promissory Note (Doctors Specialty Hospital) dated as of the date her

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SUPPLEMENTAL GUARANTY (Doctors Specialty Hospital)
Supplemental Guaranty • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, the undersigned, CHP LEAWOOD KS MOB OWNER, LLC, a Delaware limited liability company (“Guarantor”), absolutely guarantees and agrees 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 Pool Obligations (as defined in the Loan Agreement [as defined below], but excluding therefrom Guarantor’s obligations under its Individual Loan Documents) of the Related Borrowers (as defined below), together with all interest, attorneys’ fees and collection costs provided for in the Note (as defined in the Instrument) and the Loan Agreement (all such indebtedness is hereinafter called the “Indebtedness”).

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GROUND LEASE 9110 North Second Street Phoenix, Arizona 85020 (NMMP Parcel) JOHN C. LINCOLN HEALTH NETWORK, an Arizona non-profit corporation Landlord MMIC JCL MOB, LLC, a Delaware limited liability company Tenant February 29, 2008
Ground Lease • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Arizona

THIS GROUND LEASE is executed to be effective as of the date set forth on the cover page, by and between JOHN C. LINCOLN HEALTH NETWORK, an Arizona non-profit corporation, as the “Landlord”, and MMIC JCL MOB, LLC, a Delaware limited liability company, as the “Tenant”.

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CHP LEAWOOD KS MOB OWNER, LLC, as mortgagor (Borrower) to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as mortgagee (Lender) MORTGAGE AND SECURITY AGREEMENT (Doctors Specialty Hospital – First)
Mortgage and Security Agreement • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Kansas

THIS MORTGAGE AND SECURITY AGREEMENT (this “Instrument”) is made as of the 16th day of August, 2013, by CHP LEAWOOD KS MOB OWNER, LLC, a Delaware limited liability company, having its principal office and place of business at c/o CNL Healthcare Properties, Inc., 450 South Orange Avenue, Orlando, Florida 32801, as mortgagor (“Borrower”), 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 Department; Reference Loan No. 706109202, as mortgagee (“Lender”).

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PROPERTY MANAGEMENT AND LEASING AGREEMENT
Property Management and Leasing Agreement • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts

THIS AGREEMENT (this “Agreement”) is made as of the 16th day of August, 2013 (the “Effective Date”), by and between CHP LINCOLN PLAZA AZ MOB OWNER, LLC, a Delaware limited liability company (“Owner”), and HOLLADAY PROPERTY SERVICES MIDWEST, INC., an Indiana corporation doing business as Holladay Property Services (“Manager”).

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PROPERTY MANAGEMENT AND LEASING AGREEMENT
Property Management and Leasing Agreement • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts

THIS PROPERTY MANAGEMENT AND LEASING AGREEMENT (this “Agreement”) is made and entered into as of August 16th, 2013, by and between CHP ESCONDIDO CA MOB OWNER, LLC, a Delaware limited liability company (“Owner”), and LINCOLN PROPERTY COMPANY COMMERCIAL SERVICE ENTERPRISES, INC. D/B/A LINCOLN HARRIS CSG, a Texas corporation (“Manager”), under the following circumstances:

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PROMISSORY NOTE (John C. Lincoln Medical Plaza I and II)
Promissory Note • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Arizona

FOR VALUE RECEIVED, CHP LINCOLN PLAZA AZ MOB OWNER, LLC, a Delaware limited liability company (“Borrower”) promises 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 FOUR MILLION SEVEN HUNDRED NINETY THOUSAND AND NO/100 U.S. DOLLARS ($4,790,000.00), 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 Loan Agreement dated as of the date hereof by and among Borrower, the Related Borrowers (as defined in the Instrument [defined below]), and Lender (as the same may be amended, restated, replaced, supplemented

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ASSIGNMENT AND ASSUMPTION OF LEASEHOLD INTEREST IN GROUND LEASE [North Mountain Medical Plaza]
Assignment and Assumption of Leasehold Interest in Ground Lease • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION OF LEASEHOLD INTEREST IN GROUND LEASE (this “Assignment”) is made effective as of August 16th, 2013 (the “Effective Date”) by and between MMIC JCL MOB, LLC, a Delaware limited liability company (“Assignor”), and CHP NORTH MOUNTAIN AZ MOB, LLC, a Delaware limited liability company (“Assignee”).

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PROMISSORY NOTE (North Mountain Medical Plaza)
Promissory Note • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Arizona

FOR VALUE RECEIVED, CHP NORTH MOUNTAIN AZ MOB OWNER, LLC, a Delaware limited liability company (“Borrower”) promises 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 THREE MILLION FIVE HUNDRED THIRTY THOUSAND AND NO/100 U.S. DOLLARS ($3,530,000.00), 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 Loan Agreement dated as of the date hereof by and among Borrower, the Related Borrowers (as defined in the Instrument [defined below]), and Lender (as the same may be amended, restated, replaced, supplemente

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PROMISSORY NOTE (Doctors Specialty Hospital)
Promissory Note • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Kansas

FOR VALUE RECEIVED, CHP LEAWOOD KS MOB OWNER, LLC, a Delaware limited liability company (“Borrower”) promises 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 FOUR MILLION FIVE HUNDRED TEN THOUSAND AND NO/100 U.S. DOLLARS ($4,510,000.00), 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 Loan Agreement dated as of the date hereof by and among Borrower, the Related Borrowers (as defined in the Instrument [defined below]), and Lender (as the same may be amended, restated, replaced, supplemented or otherw

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PROMISSORY NOTE (Cleveland Clinic Chestnut Commons)
Promissory Note • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Ohio

FOR VALUE RECEIVED, CHP CHESTNUT COMMONS OH MOB OWNER, LLC, a Delaware limited liability company (“Borrower”) promises 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 TWELVE MILLION EIGHT HUNDRED SIXTY THOUSAND AND NO/100 U.S. DOLLARS ($12,860,000.00), 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 Loan Agreement dated as of the date hereof by and among Borrower, the Related Borrowers (as defined in the Instrument [defined below]), and Lender (as the same may be amended, restated, replaced, supplem

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LOAN AGREEMENT Dated as of August 16, 2013 among CHP CHESTNUT COMMONS OH MOB OWNER, LLC, CHP LEAWOOD KS MOB OWNER, LLC, CHP LINCOLN PLAZA AZ MOB OWNER, LLC, CHP NORTH MOUNTAIN AZ MOB OWNER, LLC and CHP ESCONDIDO CA MOB OWNER, LLC, as Borrowers and THE...
Loan Agreement • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT (this “Agreement”) is made as of the 16th day of August, 2013, by and among CHP CHESTNUT COMMONS OH MOB OWNER, LLC, a Delaware limited liability company (“CHP Chestnut”), CHP LEAWOOD KS MOB OWNER, LLC, a Delaware limited liability company (“CHP Leawood”), CHP LINCOLN PLAZA AZ MOB OWNER, LLC, a Delaware limited liability company (“CHP Lincoln”), CHP NORTH MOUNTAIN AZ MOB OWNER, LLC, a Delaware limited liability company (“CHP North Mountain”), and CHP ESCONDIDO CA MOB OWNER, LLC, a Delaware limited liability company (“CHP Escondido”), each having its principal office and place of business as shown on Exhibit E attached hereto (each of the foregoing entities is referred to individually as a “Borrower” and collectively as “Borrowers”), and 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 Department; Reference Loan

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ASSIGNMENT AND ASSUMPTION OF LEASEHOLD INTEREST IN GROUND LEASE [John C. Lincoln Medical Plaza]
Assignment and Assumption of Leasehold Interest in Ground Lease • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION OF LEASEHOLD INTEREST IN GROUND LEASE (this “Assignment”) is made effective as of August 16th, 2013 (the “Effective Date”) by and between MMIC JCL MOB, LLC, a Delaware limited liability company (“Assignor”), and CHP LINCOLN PLAZA AZ MOB, LLC, a Delaware limited liability company (“Assignee”).

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JCL RECOURSE LIABILITIES GUARANTY
Guaranty Agreement • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, the undersigned, CNL HEALTHCARE PROPERTIES, INC., a Maryland corporation (whether one or more, hereinafter together called “Guarantor” in the singular), absolutely guarantees and agrees to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (hereinafter called “Prudential”) at the address designated in the Loan Agreement (as hereinafter defined), or the then-current holder of the Notes (as defined in the Loan Agreement) immediately prior to the purchase of the Loan (as defined in the Loan Agreement) by JCL (as defined in the Loan Agreement), the amount set forth in Sections 1.04(c) and 1.06(c) of the Loan Agreement which is the obligation of the Borrowers (as defined in the Loan Agreement) (hereinafter collectively called “Borrower”), together with all interest, attorneys’ fees and collection costs provided for herein (all such indebtedness is hereinafter called the “Recourse Liabilities”), which obligation of Borrower

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PROMISSORY NOTE (Escondido Medical Arts Centre)
Promissory Note • August 23rd, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • California

FOR VALUE RECEIVED, CHP ESCONDIDO CA MOB OWNER, LLC, a Delaware limited liability company (“Borrower”) promises 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 TEN MILLION TWENTY THOUSAND AND NO/100 U.S. DOLLARS ($10,020,000.00), 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 Loan Agreement dated as of the date hereof by and among Borrower, the Related Borrowers (as defined in the Instrument [defined below]), and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modi

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