RECOURSE LIABILITIES GUARANTY (Auburn Meadows)Recourse Liabilities Guaranty • February 7th, 2014 • 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 AUBURN WA OWNER, LLC, a Delaware limited liability company (“Owner”), and CHP AUBURN WA 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 Liabilities”), which obligations of Borrowe
SUPPLEMENTAL GUARANTY (Auburn Meadows)Supplemental Guaranty • February 7th, 2014 • CNL Healthcare Properties, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, the undersigned, CHP AUBURN WA OWNER, LLC, a Delaware limited liability company (“Owner”), and CHP AUBURN WA 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 AUBURN WA TENANT CORP. (Tenant) AUBURN MEADOWS Auburn, Washington FEBRUARY 1, 2014Management Services Agreement • February 7th, 2014 • CNL Healthcare Properties, Inc. • Real estate investment trusts
THIS MANAGEMENT SERVICES AGREEMENT, is made as of the 1st day of February, 2014 (the “Effective Date”) by and between CHP AUBURN WA TENANT CORP., a Delaware corporation (“Tenant”), and PRESTIGE SENIOR LIVING, L.L.C., an Oregon limited liability company (hereinafter “Management Company”).
AMENDED AND RESTATED LOAN AGREEMENT Dated as of February 3, 2014 among EACH OF THE ENTITIES LISTED ON SCHEDULE A ATTACHED HERETO, as Borrowers and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as LenderLoan Agreement • February 7th, 2014 • CNL Healthcare Properties, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is made as of the 3rd day of February, 2014, 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. 706109321—706109336, as lender (“Lender”).
Document Title: DEED OF TRUST AND SECURITY AGREEMENT (WITH FIXTURE FILING) (AUBURN MEADOWS – SECOND) Grantor: CHP AUBURN WA OWNER, LLC and CHP AUBURN WA TENANT CORP. Grantee: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Trustee: FIRST AMERICAN TITLE...Trust and Security Agreement • February 7th, 2014 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Washington
THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (this “Instrument”) is made as of the 3rd day of February, 2014, by CHP AUBURN WA 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 AUBURN WA 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 818 Stewart Street, Suite 800, Seattle, Washington 98101, 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 Management Department; Reference Loan
Document Title: DEED OF TRUST AND SECURITY AGREEMENT (WITH FIXTURE FILING) (AUBURN MEADOWS – FIRST) Grantor: CHP AUBURN WA OWNER, LLC and CHP AUBURN WA TENANT CORP. Grantee: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Trustee: FIRST AMERICAN TITLE...Deed of Trust and Security Agreement • February 7th, 2014 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Washington
THIS DEED OF TRUST AND SECURITY AGREEMENT (WITH FIXTURE FILING) (this “Instrument”) is made as of the 3rd day of February, 2014, by CHP AUBURN WA 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 AUBURN WA 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 818 Stewart Street, Suite 800, Seattle, Washington 98101, 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 Management Department; Reference
ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AUBURNAssignment and Assumption Of • February 7th, 2014 • CNL Healthcare Properties, Inc. • Real estate investment trusts
THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”) made as of this 10th day of January, 2014 by and between CHP PARTNERS, LP, a Delaware limited partnership (the “Assignor”), and CHP AUBURN WA OWNER, LLC, a Delaware limited liability company (the “Assignee”).
PROMISSORY NOTE (Auburn Meadows)CNL Healthcare Properties, Inc. • February 7th, 2014 • Real estate investment trusts
FOR VALUE RECEIVED, CHP AUBURN WA OWNER, LLC, a Delaware limited liability company (“Owner”), and CHP AUBURN WA 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 ELEVEN MILLION EIGHTEEN THOUSAND ONE HUNDRED NINETY-TWO AND NO/100 U.S. DOLLARS ($11,018,192.00), 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 (as defined in the Loan Agreement), 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
