0001503707-14-000015 Sample Contracts

SENIORS HOUSING LOAN AND SECURITY AGREEMENT
Multifamily Loan and Security Agreement • February 11th, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts

THIS SENIORS HOUSING LOAN AND SECURITY AGREEMENT (“Loan Agreement”) is dated as of the 5th day of February, 2014 and is made by and between WATERMARK PARKVIEW OWNER, LLC, a Delaware limited liability company (“Borrower”), and CBRE CAPITAL MARKETS, INC., a Texas corporation (together with its successors and assigns, “Lender”).

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MULTIFAMILY NOTE (CME) MULTISTATE – ADJUSTABLE RATE
NorthStar Healthcare Income, Inc. • February 11th, 2014 • Real estate investment trusts

FOR VALUE RECEIVED, WATERMARK PARKVIEW OWNER, LLC, a Delaware limited liability company (together with such party’s or parties’ successors and assigns, “Borrower”), jointly and severally (if more than one), promises to pay to the order of CBRE CAPITAL MARKETS, INC., a Texas corporation, the principal sum of $20,000,000.00, with interest on the unpaid principal balance, as hereinafter provided.

MANAGEMENT AGREEMENT
Management Agreement • February 11th, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York

THIS MANAGEMENT AGREEMENT (“Agreement”) is made as of the 5th day of February, 2014, by and between Watermark Retirement Communities, Inc., an Arizona corporation (“Manager”), and Watermark Parkview, LLC, a Delaware limited liability company (“Owner”).

CONTRIBUTION AGREEMENT
Contribution Agreement • February 11th, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of February 5, 2014 by and between NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership (“NorthStar Reimbursement Party”), having an address c/o NorthStar Realty Healthcare, 2 Bethesda Metro Center, Suite 1300, Bethesda, Maryland 20814, David Freshwater, an individual (“DF Guarantor”), and David Barnes, an individual (“DB Guarantor”, and together with DF Guarantor, “TFG Guarantor”), each having an address c/o The Freshwater Group, Inc., 2020 West Rudasill Road, Tucson, Arizona 85704.

MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING TEXAS (CME AND PORTFOLIO) (Revised 9-1-2011)
Security Agreement • February 11th, 2014 • NorthStar Healthcare Income, Inc. • Real estate investment trusts

THIS MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Instrument”) is made to be effective this 5th day of February, 2014, by WATERMARK PARKVIEW OWNER, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o The Freshwater Group, 2020 West Rudasill Road, Tucson, Arizona 85704, as trustor (“Borrower”), to Tamela K. Cooper, as trustee (“Trustee”), for the benefit of CBRE CAPITAL MARKETS, INC., a corporation organized and existing under the laws of the State of Texas, whose address is c/o GEMSA Loan Services, L.P., 929 Gessner, Suite 1700, Houston, Texas 77024, as beneficiary (“Lender”). Borrower’s organizational identification number is 5460721.

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