Deed of Trust and Security Agreement



 Exhibit 10.8 
 Recording requested by 
 and when recorded mail to: 

Ray D. Gibbons, Esq. 
 Gibbons Graham LLC 
 100 Corporate Parkway 

Suite 125 

Birmingham, Alabama 35242 
 DEED OF TRUST AND SECURITY AGREEMENT 
 THE MAXIMUM PRINCIPAL
INDEBTEDNESS SECURED BY 
 THIS DEED OF TRUST IS $12,958,162.00. 

THIS DEED OF TRUST AND SECURITY AGREEMENT (this "Deed of Trust") is made and entered into as of January 16,
2013, by CHP CLAREMONT CA OWNER, LLC, a Delaware limited liability company ("Grantor", and together with the other Borrowers as defined in the Credit Agreement (as hereinafter defined), hereinafter referred to as the "Borrowers"), whose
address is c/o CNL Healthcare Properties, Inc., 450 South Orange Avenue, Orlando, Florida 32861, Attention: Joseph T. Johnson, CFO and SVP, and Holly J. Greer, General Counsel and SVP, in favor of FIRST AMERICAN TITLE INSURANCE COMPANY, whose
address is 5 First American Way, Santa Ana, California 92707, as Trustee (the "Trustee"), and REGIONS BANK, a banking corporation organized and existing under the laws of the State of Alabama with principal offices in Birmingham, Alabama,
whose address is 1900 5th Avenue North, Regions Center,
14th Floor, Birmingham, Alabama 35203, Attention:
Healthcare Banking Group (the "Bank"). Any capitalized term used herein but not defined shall have the meaning ascribed to such term in that certain Credit Agreement of even date herewith between Grantor and Bank (as amended from time to time, the
"Credit Agreement"). 
 W I T N E S S E T H: 

WHEREAS, Grantor is justly indebted to Bank in the principal amount of Twelve Million Nine Hundred Fifty-Eight
Thousand One Hundred Sixty-Two and No/100 Dollars ($12,958,162.00) (the "Claremont Project Loan"), or such portion thereof as has been disbursed from time to time under the provisions of the Credit Agreement, such indebtedness being evidenced by the
Claremont Note; and 
 WHEREAS, Grantor desires to secure the Obligations, including, but not
limited to, the obligation to pay the principal of and interest on the Notes in accordance with the respective terms thereof or of the Credit Agreement, including any and all extensions, modifications, and renewals thereof and substitutions
therefor, and to pay, repay or reimburse Bank for all amounts owing under any of the Loan Documents, including all Indemnified Losses and Default Costs. 
 NOW, THEREFORE, for and in consideration of Bank making the Loans and to secure the prompt payment and performance of the Obligations, Grantor does hereby irrevocably CONVEY, WARRANT, GRANT,
BARGAIN, SELL, ASSIGN, TRANSFER, PLEDGE and set over unto Trustee and the successors and assigns of Trustee, in trust, with power of sale, all of 







 
Grantor's right, title and interest of whatever kind, nature or description, whether now owned or hereafter acquired, and wherever located (hereinafter referred to as "Grantor's Interest"), in
and to the following described land and interests in land, estates, easements, rights, improvements, personal property, fixtures, equipment, furniture, furnishings, appliances and appurtenances, whether now owned or hereafter acquired, and including
replacements and additions thereto (herein referred to collectively as the "Mortgaged Property"): 

(a)        All those certain tracts, pieces or parcels of land, and interests in
land, located in Los Angeles County, California, more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof (the "Land"); 

(b)        All buildings, structures and improvements of every nature whatsoever
now or hereafter situated on the Land, and all gas and electric fixtures, radiators, heaters, engines and machinery, boilers, ranges, elevators and motors, plumbing and heating fixtures, carpeting and other floor coverings, water heaters, awnings
and storm sashes, and cleaning apparatus which are or shall be attached to said buildings, structures or improvements, and all other furnishings, furniture, fixtures, machinery, equipment, appliances, vehicles and personal property of every kind and
nature whatsoever now or hereafter owned by Grantor and located in, on or about, or used or intended to be used with or in connection with the construction, use, operation or enjoyment of the Mortgaged Property, including all extensions, additions,
improvements, betterments, renewals and replacements, substitutions, or proceeds from a permitted sale of any of the foregoing, and all building materials and supplies of every kind now or hereafter placed or located on the Land (collectively the
"Improvements"), all of which are hereby declared and shall be deemed to be fixtures and accessions to the Land and a part of the Mortgaged Property as between the parties hereto and all Persons claiming by, through or under them, and which shall be
deemed to be a portion of the security for the indebtedness herein described and to be secured by this Deed of Trust; 
 (c)        All easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and
powers, minerals, flowers, shrubs, crops, trees, timber and other emblements now or hereafter located on the Land or under or above the same or any part or parcel thereof, and all ground leases, estates, rights, titles, interests, privileges,
liberties, tenements, hereditaments and appurtenances, reversions, and remainders whatsoever, in any way belonging, relating or appertaining to the Mortgaged Property or any part thereof, or that hereafter shall in any way belong, relate or be
appurtenant thereto, whether now owned or hereafter acquired by Grantor; 

(d)        All rents, issues, profits, revenues and proceeds from any sale or
other disposition of the Mortgaged Property, or any part thereof, from time to time accruing (including without limitation all payments under leases, ground leases or tenancies, proceeds of insurance, condemnation payments, tenant security deposits
and escrow funds), and all of the estate, right, title, interest, property, possession, claim and demand whatsoever at law, as well as in equity, of Grantor of, in and to the same; and 

(e)        All leases (whether presently existing or hereafter made, whether
written or verbal, and including any agreement for the letting of or for the use or occupancy of any part of the Mortgaged Property (collectively, the "Assigned Leases"), including each modification,


  
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extension, renewal and guaranty thereof), rents, issues, profits, revenues and proceeds from any sale, lease or other disposition of the Mortgaged Property, or any part thereof, from time to time
accruing (including without limitation all payments under leases, ground leases or tenancies, proceeds of insurance, condemnation payments, tenant security deposits and escrow funds, and all claims and rights to the payment of money at any time
arising in connection with any rejection or breach of any lease under Bankruptcy Law, including, without limitation, all the rents, issues, and profits now due and which may hereafter become due under or by virtue of the Assigned Leases
(collectively, the "Rents"), together with all claims and rights to the payment of money at any time arising in connection with any rejection or breach of any of the Assigned Leases under Bankruptcy Law, including without limitation, all rights to
recover damages arising out of such breach or rejection, all rights to charges payable by a tenant or trustee in respect of the leased premises following the entry of an order for relief under the Bankruptcy Law in respect of a tenant and all
rentals and charges outstanding under the Assigned Lease as of the date of entry of such order for relief, and all of the estate, right, title, interest, property, possession, claim and demand whatsoever at law, as well as in equity, of Grantor of,
in and to the same. 
 TO HAVE AND TO HOLD the Mortgaged Property and all parts, rights, members and
appurtenances thereof, to the use and benefit of Bank and the successors, successors-in-title and assigns of Bank, forever; and Grantor covenants that Grantor is lawfully seized and possessed of Grantor's Interest in the Mortgaged Property as
aforesaid and has good right to convey the same, that the same are unencumbered except for those matters expressly set forth in Exhibit A hereto, and Grantor does warrant and will forever defend the title thereto against the claims of
all Persons whomsoever, except as to those matters set forth in said Exhibit A. 
 The Lien of
this Deed of Trust automatically will attach to any further, greater, additional or different estate, rights, titles or interests in or to any of the Mortgaged Property at any time hereafter acquired by Grantor by whatsoever means and without any
further action or filing or recording on the part of Grantor or Bank or any other Person. 
 PROVIDED,
HOWEVER, that should the Obligations be paid according to the tenor and effect thereof, and should Borrowers have performed all covenants contained in the Loan Documents and Bank shall not be obligated to extend further credit to Borrowers, then
this Deed of Trust shall be canceled and released of record. 
 GRANTOR HEREBY COVENANTS AND AGREES WITH BANK
AS FOLLOWS: 

  
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 ARTICLE I 

1.01    Payment and Performance of Loan Documents.    Grantor will
perform, observe and comply with all the provisions hereof, and of each of the other Loan Documents, including, but not limited to, the due and punctual payment by Grantor of the principal amount due under the Claremont Note, together with interest
thereon, and all other sums of money required to be paid by Grantor pursuant to any one or more of the Loan Documents, without any deductions, credits or set-offs whatsoever. 

1.02    Security Agreement.    With respect to all personal
property (the "Personal Property") constituting part of the Mortgaged Property that is subject to Article 9 of the Uniform Commercial Code as enacted in the state where the Land is situated (the "UCC"), this Deed of Trust is hereby made and declared
to be a security agreement encumbering each and every item or type of Personal Property listed herein or included herein as a part of the Mortgaged Property, in compliance with the provisions of the UCC, and Grantor hereby grants to Bank a security
interest in said items and personal property. Grantor hereby authorizes Bank to file a financing statement or statements reciting this Deed of Trust to be a security agreement affecting all of said Personal Property. The remedies for any violation
of the covenants, terms and conditions of the security agreement contained in this Deed of Trust, or otherwise in respect of an Event of Default hereunder, shall be (a) as prescribed herein, or (b) as prescribed by general Law, or
(c) as prescribed by the specific statutory consequences now or hereafter enacted and specified in the UCC, all at Bank's sole election. Grantor agrees that the filing of such financing statement(s) in the records normally having to do with
personal property shall not in any way affect the agreement of Grantor and Bank that everything used in connection with the production of income from the Mortgaged Property or adapted for use therein or that is described or reflected in this Deed of
Trust, is, and at all times and for all purposes and in all proceedings both legal or equitable, shall be regarded as part of the real estate conveyed hereby regardless of whether (i) any such item is physically attached to the Improvements,
(ii) serial numbers are used for the better identification of certain items capable of being thus identified in an Exhibit to this Deed of Trust, or (iii) any such item is referred to or reflected in any such financing statement(s) so
filed at any time. Similarly, the mention in any such financing statement(s) of the rights in and to (A) the proceeds of any fire and/or hazard insurance policy, or (B) any award in eminent domain proceedings for taking or for loss of
value, or (C) Grantor's interest as lessor in any present or future lease or rights to income growing out of the use and/or occupancy of the Mortgaged Property, whether pursuant to lease or otherwise, shall not in any way alter any of the
rights of Bank as determined by this instrument or affect the priority of Bank's security interest granted hereby or by any other recorded document, it being understood and agreed that such mention in such financing statement(s) is solely for the
protection of Bank in the event any court shall at any time hold, with respect to the foregoing items (A), (B), or (C), that notice of Bank's priority of interest, to be effective against a particular class of persons, must be filed in the UCC
records. This Deed of Trust may be filed as a financing statement in any office where Bank deems such filing necessary or desirable and Grantor will promptly upon demand reimburse Bank for the costs therefor. 

1.03    Use of Mortgaged Property.    Grantor shall at all times
operate the Mortgaged Property as medical offices and related uses. Grantor shall not be permitted to alter or change the use of the Mortgaged Property without the prior written consent of Bank. 

  
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 1.04    Conveyance of Mortgaged
Property.    Except as otherwise expressly permitted by the Credit Agreement, Grantor shall not directly or indirectly encumber (by Lien, junior mortgage, or otherwise), pledge, convey, transfer or assign any or all of
its interest in the Mortgaged Property, or any portion thereof, without the prior written consent of Bank. 

1.05    Acquisition of Collateral.    Except as otherwise expressly
permitted by the Credit Agreement, Grantor shall not acquire any Personal Property subject to any Lien taking precedence over the Lien of this Deed of Trust. 
 ARTICLE II 

2.01    Events of Default.    The term "Event of Default", wherever
used in this Deed of Trust, shall mean an "Event of Default" as defined in the Credit Agreement. 

2.02    Acceleration of Maturity.    If an Event of Default shall
have occurred and be continuing, then the Obligations shall, at the option of Bank, immediately become due and payable as provided in the Credit Agreement, and no omission on the part of Bank to exercise such option when entitled to do so shall be
construed as a waiver of such right. 
 2.03    Rights and Remedies.

 (a)    If an Event of Default shall have occurred, then in addition to the rights and
remedies provided for under any other Loan Document or under applicable Law, then at the option of Bank this Deed of Trust may be foreclosed in any manner now or hereafter provided by California law, and to the extent provided or allowed by
California law, Bank, by and through the Trustee or otherwise, may sell the Mortgaged Property or any part of the Mortgaged Property at one or more public sales, provided that the same shall comply with the requirements of applicable Law. The
Trustee may offer the property herein conveyed as a whole, regardless of how it is described. At any such sale, Bank, by and through the Trustee or otherwise, may execute and deliver to the purchaser a conveyance of the Mortgaged Property or any
part of the Mortgaged Property. Bank, by and through the Trustee or otherwise, shall have the right to enforce any of its remedies set forth herein and as provided in the Credit Agreement. In the event of any sale under this Deed of Trust by virtue
of the exercise of the powers herein granted, or pursuant to any order in any judicial proceedings or otherwise, the Mortgaged Property may be sold as an entirety or in separate parcels and in such manner or order as Bank in its sole discretion may
elect, and if Bank so elects, Bank, by and through the Trustee or otherwise, may sell the personal property covered by this Deed of Trust at one or more separate sales in any manner permitted by the UCC, and one or more exercises of the powers
herein granted shall not extinguish or exhaust such powers, until the entire Mortgaged Property is sold or the Obligations are paid in full. If the Obligations are now or hereafter further secured by any chattel mortgages, pledges, contracts of
guaranty, assignments of lease or other security instruments, Bank at its option may exhaust the remedies granted under any of said security instruments or this Deed of Trust either concurrently or independently, and in such order as Bank may
determine. 
 Said sale may be adjourned by the Trustee, Bank, or its agent, and reset at a later date without
additional publication; provided that an announcement to that effect be made at the scheduled place of sale at the time and on the date the sale is originally set; 

  
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 (b)    In the event of any sale of the Mortgaged
Property as authorized by this Section, all prerequisites of such sale shall be presumed to have been performed, and in any conveyance given hereunder all statements of facts, or other recitals therein made, as to the non-payment or non-performance
of the Obligations or as to the advertisement of sale, or the time, place and manner of sale, or as to any other fact or thing, shall be taken in all courts of law or equity as prima facie evidence that the facts so stated or recited are
true; and 
 (c)    If an Event of Default shall have occurred, Bank may, in addition to
and not in abrogation of the rights covered under Subparagraph (a) of this Section, either with or without entry or taking possession as herein provided or otherwise, proceed by a suit or suits in law or in equity or by any other appropriate
proceeding or remedy to pursue any other remedy available to it, all as Bank in its sole discretion shall elect. 
 2.04    Purchase by Bank.    Upon any foreclosure sale or sale of all or any portion of the Mortgaged Property under the power herein granted, Bank
may bid for and purchase the Mortgaged Property and shall be entitled to apply all or any part of the Obligations as a credit to the purchase price. 
 2.05    Grantor as Tenant Holding Over.    In the event of any such foreclosure sale or sale under the powers herein granted, Grantor (if Grantor
shall remain in possession) and all Persons holding under Grantor shall be deemed tenants holding over and shall forthwith deliver possession to the purchaser or purchasers at such sale or be summarily dispossessed according to provisions of Law
applicable to tenants holding over. 
 2.06    Waiver of Appraisement, Valuation,
Etc.    Grantor agrees, to the full extent permitted by Law, that in case of an Event of Default, neither Grantor nor anyone claiming through or under Grantor will set up, claim or seek to take advantage of any
appraisement, valuation, stay, extension, homestead, exemption or redemption Laws now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this Deed of Trust, or the absolute sale of the Mortgaged Property, or the
delivery of possession thereof immediately after such sale to the purchaser at such sale, and Grantor, for itself and all who may at any time claim through or under it, hereby waives to the full extent that it may lawfully so do, the benefit of all
such Laws, and any and all right to have the assets subject to the security interest of this Deed of Trust marshaled upon any foreclosure or sale under the power herein granted. 

2.07    Waiver of Homestead.    Grantor hereby waives and renounces
all homestead and exemption rights provided for by the Constitution and the Laws of the United States and of any state, in and to the Mortgaged Property as against the collection of the Obligations, or any part thereof. 

2.08    Leases.    Bank, at its option, is authorized to foreclose
this Deed of Trust subject to the rights of any tenants of the Mortgaged Property, and the failure to make any such tenants parties to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted to be by Grantor, a
defense to any proceeding instituted by Bank to collect the sums secured hereby. 

  
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 2.09    Discontinuance of
Proceedings.    In case Bank shall have proceeded to enforce any right, power or remedy under this Deed of Trust by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to Bank, then in every such case, Grantor, Trustee and Bank shall be restored to their former positions and rights hereunder, and all rights, powers and remedies of Bank shall continue as if no such
proceedings had occurred. 
 ARTICLE III 

3.01    The Trustee. 

(a)    Except as may expressly be provided by Law to the contrary, the Trustee shall not be liable
for any error of judgment or act done by the Trustee in good faith, or be otherwise responsible or accountable to Grantor under any circumstances, nor shall the Trustee be personally liable in case of entry by the Trustee, or anyone entering by
virtue of the powers herein granted, upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of the Mortgaged Property. The Trustee shall have the right to rely on any instrument, document or
signature authorizing or supporting any action taken or proposed to be taken by the Trustee hereunder, believed by the Trustee in good faith to be genuine. The Trustee shall be entitled to reimbursement for expenses incurred by the Trustee in the
performance of the Trustee's duties hereunder and to reasonable performance of the Trustee's duties hereunder and to reasonable compensation for such of the Trustee's services hereunder as shall be rendered. Grantor will, from time to time, pay the
compensation due to the Trustee hereunder and reimburse the Trustee for, and save the Trustee harmless against, any and all liability and expenses that may be incurred by the Trustee in the performance of the Trustee's duties. 

(b)    All moneys received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by Law), and the Trustee shall be under no liability for interest on any money received by the
Trustee hereunder. 
 (c)    The Trustee may resign at any time with or without notice. If
the Trustee shall die, resign or become disqualified from acting in the execution of this trust or shall fail or refuse to execute the same when requested by Bank so to do, or if, for any reason, Bank shall prefer to appoint a substitute trustee to
act instead of the aforenamed Trustee, Bank shall have full power to appoint a substitute trustee and, if preferred, several substitute trustees in succession who shall succeed to all the estates, rights, powers and duties of the aforenamed Trustee.
If Bank is a corporation, such appointment may be made by any one of Bank's officers or agents. 

(d)    Any new Trustee appointed pursuant to any one of the provisions hereof shall, without any
further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its or his predecessor in the rights hereunder with like effect as if originally named as Trustee herein, but nevertheless, upon the
written request of Bank or of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts
of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and money held by such Trustee to the successor Trustee so appointed in its or his place. 

  
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 3.02    Successors and
Assigns.    This Deed of Trust shall inure to the benefit of and be binding upon Grantor, Trustee and Bank and their respective heirs, executors, legal representatives, successors, successors in title, and assigns.
Whenever a reference is made in this Deed of Trust to "Grantor", "Trustee" or "Bank", such reference shall be deemed to include a reference to the heirs, executors, legal representatives, successors, successors in title and assigns of Grantor,
Trustee or Bank, as the case may be, but shall not imply any permission to make or permit any transfer which is otherwise prohibited. 
 3.03    Applicable Law.    This Deed of Trust shall be interpreted, construed and enforced according to the laws of the State of California without
regard to that state's conflict of laws principles. 

3.04    Notices.    All notices provided for herein shall be given
and deemed received when given and received in accordance with the terms of the Credit Agreement. 

3.05    Assignment.    This Deed of Trust is assignable by Bank and
any assignment of this Deed of Trust by Bank shall operate to vest in the assignee all rights and powers herein conferred upon and granted to Bank. 
 3.06    Future Advances.    Upon request of Borrowers, Bank, at Bank's option so long as this Deed of Trust secures indebtedness held by Bank, may
make future advances to Borrowers. Such future advances, with interest thereon, shall be secured hereby if made under the terms of this Deed of Trust, the Credit Agreement or the other Loan Documents, or if made pursuant to any other promissory
note, instrument or agreement stating that sums advanced thereunder are secured hereby. 

3.07    Entire Agreement.    THE WRITTEN LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

* * * * * 

  
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 IN WITNESS WHEREOF, Grantor has caused this Deed of Trust to be duly
executed and delivered as of the day and year first above written. 
  

			
	 CHP CLAREMONT CA OWNER, LLC,

	 a Delaware limited liability company

	
	 By: /s/ Joshua J. Taube

	 Name: Joshua J. Taube

	 Title: Vice President



 STATE OF FLORIDA  ) 

COUNTY OF ORANGE) 
 On January 11, 2013, before me, Cathleen A. Coffey, a notary public in and for the State of Florida, Joshua J. Taube, whose name as Vice President of CHP Claremont CA Owner, LLC, a Delaware limited
liability company, personally appeared, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity, and that
by his signature on the instrument the entity upon behalf of which he acted, executed the instrument. 
 WITNESS
my hand and official seal. 
 [SEAL]         

/s/ Cathleen A. Coffey 

Notary Public 

My Commission Expires: September 24, 2013 

  
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 EXHIBIT A 
 DESCRIPTION OF LAND AND PERMITTED EXCEPTIONS 
 [Intentionally Omitted]