Promissory Note dated February 3, 2014



 Exhibit 10.4 

PROMISSORY NOTE 

(Auburn Meadows) 
  

			
	$11,018,192.00	 	February 3, 2014

 Loan No. 706109330 

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 and among Borrower, the Related
Borrowers (as defined in the Instrument [defined below]), and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used without
definition in this Note shall have the meanings ascribed to them in the Loan Agreement or that certain Deed of Trust and Security Agreement (with Fixture Filing) (Auburn Meadows – First) dated as of the date hereof (as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time, the “Instrument”), as applicable. 
 1.
Payment Terms. Borrower agrees to pay the principal sum of this Note and interest on the unpaid principal sum of this Note from time to time outstanding at the rates and at the times specified in the Loan Agreement, and the entire Obligations
shall be due and payable on the Maturity Date. 
 2. Default and Acceleration. The Loan and the Obligations shall become immediately
due and payable, at the option of Lender, upon the occurrence of any Event of Default. 
 3. Notices. All notices or other written
communications hereunder shall be delivered in accordance with Section 9.02 of the Loan Agreement. 
 4. No Usury. Under no
circumstances shall the aggregate amount paid or to be paid as interest under this Note exceed the highest lawful rate permitted under applicable usury law (the “Maximum Rate”). If under any circumstances the aggregate amounts paid
on this Note shall include interest payments which would exceed the Maximum Rate, Borrower stipulates that payment and collection of interest in excess of the Maximum Rate (the “Excess Amount”) shall be deemed the result of a
mistake by both Borrower and Lender, and Lender shall promptly credit the Excess Amount against the Balance (without Prepayment Premium or other premium) or refund to Borrower any portion of the Excess Amount which cannot be so credited. 

5. Security and Documents Incorporated. This Note is the Auburn Meadows Note referred to in the Loan Agreement and the Instrument and
is the Note secured by the Instrument and the Property (as defined in the Instrument). Borrower shall observe and perform all of the terms and conditions in the Documents (as defined in the Instrument). All of the provisions of the other Documents
(including, without limitation, the limited and full recourse liability provisions of Article VIII of the Loan Agreement) are incorporated into this Note to the same extent and with the same force as if fully set forth in this Note. 







 6. Joint and Several Liability. This Note shall be the joint and several obligation of all
makers, endorsers, guarantors and sureties, and shall be binding upon them and their respective successors and assigns and shall inure to the benefit of Lender and its successors and assigns. 

7. Certain Waivers. Borrower and all others who may become liable for the payment of all or any part of the Obligations do hereby
severally waive presentment and demand for payment, notice of dishonor, protest and notice of protest, notice of non-payment and notice of intent to accelerate the maturity hereof (and of such acceleration). No release of any security for the
Obligations or extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Instrument or the other Documents shall release, modify, amend, waive, extend, change,
discharge, terminate or affect the liability of Borrower, and any other who may become liable for the payment of all or any part of the Obligations, under this Note, the Instrument and the other Documents. 

8. WAIVER OF TRIAL BY JURY. EACH OF BORROWER AND LENDER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM FILED BY EITHER PARTY, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN, THE DOCUMENTS, OR ANY ALLEGED ACTS OR OMISSIONS OF LENDER OR BORROWER IN CONNECTION THEREWITH.

 9. Governing Law. This Note shall be governed by and construed in accordance with the laws of the applicable Property State. 

10. State-Specific Provisions. 

(a) Notice to Borrower. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR FORBEAR FROM ENFORCING REPAYMENT OF A DEBT
ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. 
 (b) Use of Loan Proceeds. Borrower represents and warrants to Lender that the proceeds
of the Loan are to be used for commercial and business purposes only. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

[SIGNATURES ON FOLLOWING PAGE] 

  
 Prudential Loan No. 706109330 

CNL BV Portfolio 
 Promissory Note (Auburn Meadows) 

2 








 PLEASE BE ADVISED THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY, EXTEND CREDIT, OR FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. 
 IN WITNESS WHEREOF, this Note has been executed by Borrower
as of the date first set forth above. 
  

			
	BORROWER:
	
	OWNER:
	
	CHP AUBURN WA OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Steven M. Wortman         [SEAL]

	Name:	 	Steven M. Wortman
	Title:	 	Senior Vice President
	
	OPERATOR:
	
	CHP AUBURN WA TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Steven M. Wortman

	Name:	 	Steven M. Wortman
	Title:	 	Senior Vice President
		
		 	                [CORPORATE SEAL]



  
 Prudential Loan No. 706109330 

CNL BV Portfolio 
 Promissory Note (Auburn Meadows)