RECOURSE LIABILITIES GUARANTY (Huntington Terrace)Recourse Liabilities Guaranty • December 6th, 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, a New Jersey corporation (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 CHP GRESHAM-HUNTINGTON TERRACE OR OWNER, LLC, a Delaware limited liability company (“Owner”), and CHP GRESHAM-HUNTINGTON TERRACE OR TENANT CORP., a Delaware corporation (“Operator”, and together with Owner, “Borrower”), under Sections 8.01 and 8.02 of the Loan Agreement (defined below), together with all interest, attorneys’ fees and collection costs provided for herein (all such indebtedness is hereinafter called the “Recourse Lia
Document Title: DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (HUNTINGTON TERRACE – FIRST) Grantor: CHP GRESHAM-HUNTINGTON TERRACE OR OWNER, LLC and CHP GRESHAM-HUNTINGTON TERRACE OR TENANT CORP. c/o CNL Healthcare Properties, Inc., 450 South...Trust, Security Agreement and Fixture Filing • December 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Oregon
THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (this “Instrument”) is made as of the 2nd day of December, 2013, by CHP GRESHAM-HUNTINGTON TERRACE OR OWNER, LLC, a Delaware limited liability company, having its principal place of business at c/o CNL Healthcare Properties, Inc., 450 South Orange Avenue, Orlando, Florida 32801 (“Owner”), and CHP GRESHAM-HUNTINGTON TERRACE OR TENANT CORP., a Delaware corporation, having its principal place of business at c/o CNL Healthcare Properties, Inc., 450 South Orange Avenue, Orlando, Florida 32801 (“Operator”, and together with Owner, “Borrower”), as grantor, to FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, having an address at 200 SW Market Street, Suite 250, Portland, Oregon 97201, as trustee (“Trustee”), for the benefit of 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
SUPPLEMENTAL GUARANTY (Huntington Terrace)Supplemental Guaranty • December 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, the undersigned, CHP GRESHAM-HUNTINGTON TERRACE OR OWNER, LLC, a Delaware limited liability company (“Owner”), and CHP GRESHAM-HUNTINGTON TERRACE OR TENANT CORP., a Delaware corporation (“Operator”, and together with Owner, “Guarantor”), 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 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) (all such indebtedness is hereinafter called the “Indebtedness”).
MANAGEMENT SERVICES AGREEMENT by and between PRESTIGE SENIOR LIVING, L.L.C. (Management Company) and CHP BEAVERTON OR TENANT CORP. (Tenant) BEAVERTON HILLS BEAVERTON, OREGON DECEMBER 1, 2013Management Services Agreement • December 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts
THIS MANAGEMENT SERVICES AGREEMENT, is made as of the 1 day of December, 2013 (the “Effective Date”) by and between CHP BEAVERTON OR TENANT CORP., a Delaware corporation (“Tenant”), and PRESTIGE SENIOR LIVING, L.L.C., an Oregon limited liability company (hereinafter “Management Company”).
MANAGEMENT AGREEMENT by and between MORNINGSTAR SENIOR MANAGEMENT, LLC (Manager) and CHP BILLINGS MT TENANT CORP. (Tenant) MORNINGSTAR OF BILLINGS BILLINGS, MONTANA December 2, 2013Management Agreement • December 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts
THIS MANAGEMENT AGREEMENT (“Agreement”) is made as of December 2, 2013 (the “Effective Date”), between MORNINGSTAR SENIOR MANAGEMENT, LLC, a Colorado limited liability company (“MSM” or “Manager”), and CHP BILLINGS MT TENANT CORP., a Delaware corporation (“Tenant”).
PROMISSORY NOTE (Huntington Terrace)CNL Healthcare Properties, Inc. • December 6th, 2013 • Real estate investment trusts
FOR VALUE RECEIVED, CHP GRESHAM-HUNTINGTON TERRACE OR OWNER, LLC, a Delaware limited liability company (“Owner”), and CHP GRESHAM-HUNTINGTON TERRACE OR TENANT CORP., a Delaware corporation (“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 TEN MILLION SEVEN HUNDRED TWENTY-EIGHT THOUSAND FIVE HUNDRED FIFTY-FIVE AND NO/100 U.S. DOLLARS ($10,728,555.00), 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
LOAN AGREEMENT Dated as of December 2, 2013 among EACH OF THE ENTITIES LISTED ON SCHEDULE A ATTACHED HERETO, as Borrowers and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as LenderLoan Agreement • December 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts • New York
THIS LOAN AGREEMENT (this “Agreement”) is made as of the 2nd day of December, 2013, by and between each of the entities listed on Schedule A attached hereto, 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 Nos. 706109322, 706109323, 706109324, 706109325, 706109326, 706109327, 706109328, 706109329, 706109333, 706109334, 706109335 and 706109336, as lender (“Lender”).
ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT BONAVENTURE OF BILLINGSAssignment and Assumption Of • December 6th, 2013 • CNL Healthcare Properties, Inc. • Real estate investment trusts
THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”) made as of this 2 day of December, 2013 by and between CHP PARTNERS, LP, a Delaware limited partnership (the “Assignor”), and CHP BILLINGS MT OWNER, LLC, a Delaware limited liability company (the “Assignee”).
