GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and a Lender, THE FINANCIAL INSTITUTIONS WHO ARE OR HEREAFTER BECOME PARTIES TO THIS LOAN AGREEMENT, as Lenders, and WATERMARK PINEBROOK OWNER, LLC, as Borrower LOAN AGREEMENT Dated as of:...Loan Agreement • January 3rd, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • Illinois
MANAGEMENT AGREEMENTManagement Agreement • January 3rd, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York
THIS MANAGEMENT AGREEMENT (“Agreement”) is made as of the 27th day of December, 2013, by and between Watermark Retirement Communities, Inc., an Arizona corporation (“Manager”), and Watermark Pinebrook LLC, a Delaware limited liablilty company (“Owner”).
LIMITED LIABILITY COMPANY AGREEMENT OF WATERMARK AQUA OPERATOR, LLC Dated as of December 27, 2013Limited Liability Company Agreement • January 3rd, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) of WATERMARK AQUA OPERATOR, LLC, a Delaware limited liability company (the “Venture”), is entered into as of December 27, 2013, by and between WATERMARK AQUA INVESTMENTS, LLC, a Delaware limited liability company (together with its permitted successors and assigns in its capacity as a Member, the “TFG Member”), and AQUA OPERATIONS NT-HCI, LLC, a Delaware limited liability company (together with its permitted successors and assigns in its capacity as a Member, the “NorthStar Member”).
CONTRIBUTION AGREEMENTContribution Agreement • January 3rd, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of December 27, 2013, by and between NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership having an address c/o NorthStar Realty Healthcare, 2 Bethesda Metro Center, Suite 1300, Bethesda, Maryland 20814 (“NorthStar Reimbursement Party”), David Freshwater, an individual (“DF Guarantor”), The Diana and David Freshwater Living Trust U/D/T dated January 20, 2004 (“DF Trust Guarantor”), David Barnes, an individual (“DB Guarantor”), and The Barnes Family Revocable Trust U/D/T dated November 15, 2007 (“DB Trust Guarantor”, and together with DF Guarantor, DF Trust Guarantor, and DB Guarantor “TFG Guarantor”), each having an address c/o The Freshwater Group, Inc., 2020 West Rudasill Road, Tucson, Arizona 85704.
ContractOpen End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • January 3rd, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts
This Open End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (this “Mortgage”), dated as of December 27, 2013, is made by WATERMARK PINEBROOK OWNER, LLC, a Delaware limited liability company, whose organizational number is 5436181 (“Mortgagor”), whose address for notice hereunder is 2020 W. Rudasill Road, 2nd Floor, Tucson, Arizona 85704, Attention: Carl Mittendorff, for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as administrative agent for the Lenders under the hereinafter described Loan Agreement (in such capacity, together with its successors and assigns, “Mortgagee”), for the benefit of Lenders, whose address for notice 500 West Monroe Street, Chicago, Illinois 50551, Attention” Jeffrey M. Muchmore, Loan No. 70004520.
ContractPurchase and Sale Agreement • January 3rd, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of December 18, 2013 between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Seller”), and AQUA PROPERTY NT-HCI, LLC, a Delaware limited liability company (“Buyer”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 3rd, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York
THIS PURCHASE AND SALE AGREEMENT, dated as of the Agreement Date, is between Buyer and Seller, and relates to the purchase and sale of the Loan and the other Assigned Rights. In consideration of the mutual agreements contained herein, the Parties hereby agree as follows:
TWELFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement • January 3rd, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts
THIS TWELFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is entered into as of December 27, 2013 by and among Harvard Square LLC, a Washington limited liability company (“Developed Land Seller”); LDEV, LLC, a Washington limited liability company (“Undeveloped Land Seller”, and together with Developed Land Seller, individually and collectively, “Seller” or “Sellers”); and The Freshwater Group, Inc., an Arizona corporation (“Buyer”).
ContractPurchase and Sale Agreement • January 3rd, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts
This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of December 23, 2013 between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Seller”), and AQUA PROPERTY NT-HCI, LLC, a Delaware limited liability company (“Buyer”).
THIRTEENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement • January 3rd, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts
THIS THIRTEENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is entered into as of December 30, 2013 by and among Harvard Square LLC, a Washington limited liability company (“Developed Land Seller”); LDEV, LLC, a Washington limited liability company (“Undeveloped Land Seller”, and together with Developed Land Seller, individually and collectively, “Seller” or “Sellers”); and The Freshwater Group, Inc., an Arizona corporation (“Buyer”).
ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENTAssignment and Assumption of Purchase and Sale Agreement • January 3rd, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts
THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”), dated as of December 31, 2013, is made by and among THE FRESHWATER GROUP, INC., an Arizona corporation (“Assignor”), WATERMARK HARVARD SQUARE OWNER, LLC, a Delaware limited liability company (“Harvard Square Owner”), and WATERMARK HARVARD SQUARE AP, LLC (together with Harvard Square Owner, collectively, “Assignee”).
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BY AND AMONG HARVARD SQUARE, LLC, A WASHINGTON LIMITED LIABILITY COMPANY AS “DEVELOPED LAND SELLER;” LDEV, LLC, A WASHINGTON LIMITED LIABILITY COMPANY AS “UNDEVELOPED LAND SELLER”; AND THE...Purchase and Sale Agreement • January 3rd, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into as of August 27, 2013 (the “Effective Date”), by and between Harvard Square LLC, a Washington limited liability company (“Developed Land Seller”); LDEV, LLC, a Washington limited liability company (“Undeveloped Land Seller”, and together with Developed Land Seller, individually and collectively, “Seller” or “Sellers”); and The Freshwater Group, Inc., an Arizona corporation (“Buyer”). Developed Land Seller, Undeveloped Land Seller and Buyer are sometimes each individually referred to as a “Party” and collectively as the “Parties.”
