EX-10.3




 Exhibit 10.3 
  

 
  

GUARANTY AGREEMENT 
 Dated
as of September 24, 2021 
 by 

each of the undersigned, 

as Guarantors 
 in
favor of 
 THE LENDERS REFERRED TO IN 

THE TERM LOAN AGREEMENT REFERRED TO HEREIN 
  

 
  











 GUARANTY AGREEMENT 

This GUARANTY AGREEMENT dated as of September 24, 2021 (the “Guaranty”) made by each of the undersigned guarantors (such
Persons individually referred to herein as a “Guarantor” and collectively as the “Guarantors”) in favor of the Lenders (defined below). 

RECITALS 
 WHEREAS, CHP
PARTNERS, LP, a Delaware limited partnership (“Borrower”), the lenders who are or may become party thereto, as Lenders (the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, as administrative agent on behalf of itself
and the other Lenders (the “Administrative Agent”) have entered into that certain Term Loan Agreement dated as of September 24, 2021 (as amended, restated, supplemented or otherwise modified, the “Term Loan
Agreement”); 
 WHEREAS, Guarantors may receive, directly or indirectly, a portion of the proceeds of the Term Loan under the Term
Loan Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Term Loan Agreement; and 

WHEREAS, it is a condition precedent to the making of Loans under the Term Loan Agreement that Guarantors shall have executed and delivered
this Guaranty. 
 NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans under the Term Loan from
time to time and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantors hereby agree as follows: 

Section 1. Defined Terms. (a) Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall
have the meanings given to them in the Term Loan Agreement. 
 (b)    As used herein, “Obligations”
shall have meaning given such term in the Term Loan Agreement. 
 (c)    The words “hereof,”
“herein” and “hereunder” and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty, and section and paragraph references are to this
Guaranty unless otherwise specified. 
 (d)    The meanings given to terms defined herein shall be equally applicable to
both the singular and plural forms of such terms. 
 Section 2. Guaranty. (a) Guarantors hereby absolutely, unconditionally
and irrevocably guarantee to the Administrative Agent and the other Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at scheduled maturity, by required
prepayment, declaration, acceleration, demand or otherwise) of all of the Obligations, and agree to pay any and all expenses (including, without 

  

			
	GUARANTY AGREEMENT	  	Page 1













 
limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Lender in enforcing any rights under this Guaranty or any other Loan Document. Without
limiting the generality of the foregoing, the liability of Guarantors shall extend to all amounts that constitute part of the Obligations and would be owed by Borrower to any Lender but for the fact that they are unenforceable or not allowable due
to the existence of a bankruptcy, reorganization or similar proceeding involving Borrower. Each Guarantor is and shall be liable for the Obligations as a primary obligor. 

(b)    Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Lender, hereby
confirms that it is the intention of all such Persons that this Guaranty and the obligations of such Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of such Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other
Lenders and the Guarantors hereby irrevocably agree that, notwithstanding any term or provision herein or in any other Loan Document, the maximum liability of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as
will result in the obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. 

(c)    Each Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum amount of
liability of such Guarantor hereunder without impairing this Guaranty or affecting the obligations of such Guarantor or the rights and remedies of any Lender hereunder. 

(d)    No payment made by Borrower, the Guarantors, any other guarantor or any other Person or received or collected by
any Lender from Borrower, the Guarantors, any other guarantor or surety or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time
in reduction of or in payment or performance of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantors hereunder which shall, notwithstanding any such payment (other than any payment made by any
Guarantor in respect of the Obligations or any payment received or collected from any Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of Guarantors hereunder until the Obligations are
indefeasibly paid in full in cash and the Commitments are terminated or expired. 
 Section 3. Guaranty Absolute. Each Guarantor
guarantees that the Obligations will be paid and performed strictly in accordance with their respective terms, regardless of any Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender with respect
thereto. Each Guarantor agrees that its guaranty hereunder constitutes a guaranty of payment and performance when due and not of collection, and waives any right to require that any resort be made by the Administrative Agent or any of the other
Lenders to any collateral, any other Person or any other security. The obligations of each Guarantor under or in respect of this Guaranty are independent of the Obligations or any other obligations of Borrower under or in respect of the Loan
Documents and any other obligations of any other guarantor or surety, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against Borrower or
any other guarantor 

  

			
	GUARANTY AGREEMENT	  	Page 2













 
or surety or whether Borrower or any other guarantor or surety is joined in any such action or actions. The obligations and liabilities of each Guarantor under this Guaranty shall be valid,
enforceable, irrevocable, absolute, independent and unconditional irrespective of, and such Guarantor hereby unconditionally and irrevocably waives any defenses and counterclaims it may now have or hereafter acquire in any way relating to, any or
all of the following: 
 (a)    any lack of validity or enforceability of any of the Obligations, any Loan Document or
any agreement, document or instrument relating thereto; 
 (b)    any extension or change in the time, manner or place
of payment of, or in any other term or provision of, all or any of the Obligations, or any other amendment, modification or waiver of or any consent to departure from any Loan Document or any other agreement, document or instrument evidencing,
securing or otherwise relating to any of the Obligations, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to Borrower or otherwise; 

(c)    any taking, exchange, compromise, subordination, release or non-perfection
of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations; 

(d)    the existence of any claim, set-off, recoupment, defense or other right
that Borrower or any other Person may have against any Person, including, without limitation, any Lender; 
 (e)    any
order or manner of enforcement or application of any collateral, or proceeds thereof, at any time to all or any of the Obligations, or any order or manner of sale or other disposition of any collateral for all or any of the Obligations or any other
assets of Borrower, or any exercise of any other right or remedy available to any Lender under the Loan Documents against any collateral or other guarantor or surety; 

(f)    any change, restructuring or termination of the corporate or other organizational structure, ownership or existence
of Borrower; 
 (g)    any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower, or any
other guarantor of or other Person liable for any of the Obligations, or their assets or any resulting release or discharge of any obligation of Borrower, or any other guarantor of or other Person liable for any of the Obligations; 

(h)    any failure of any Lender to disclose to any Guarantor any information relating to the business, condition
(financial or otherwise), operations, performance, properties or prospects of Borrower now or hereafter known to such Lender (such Guarantor waiving any duty on the part of the Lenders to disclose such information); 

(i)    the failure of any other Person to execute or deliver this Agreement, or any other guaranty or agreement, or the
release or reduction of liability of any Guarantor or other guarantor, surety or obligor with respect to the Obligations or any part thereof; or 

  

			
	GUARANTY AGREEMENT	  	Page 3













 (j)    any other circumstance or any existence of or reliance on any
representation by any Lender that might otherwise constitute a defense available to, or a discharge of, Borrower or any other guarantor or surety other than the defense of payment or performance of the Obligations. 

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must
otherwise be returned by any Lender or any other Person upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made. 

Section 4. Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptness,
diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, notice of default, notice of acceleration, notice of intent to accelerate, notice of dishonor, protest or dishonor, notice of the existence, creation,
increase, extension or renewal of any of the Obligations, and any and all other notices and demands whatsoever with respect to any of the Obligations and this Guaranty, and any requirement that the Administrative Agent or any Lender protect,
preserve, secure, perfect or insure any lien or any property subject thereto or exhaust any right or remedy or take any action against Borrower, any other Person, any collateral, or any other guarantor or surety or any other Person. 

(b)    Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges
that this Guaranty is continuing in nature and applies to all Obligations, whether existing now or in the future. 

(c)    Each Guarantor hereby unconditionally and irrevocably waives (i) any
set-off, defense or counterclaim arising by reason of any claim or defense based upon the exercise of any rights or remedies by any Lender that in any manner impairs, reduces, limits, releases or otherwise
adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or surety or any other
Person, or any collateral or other security and (ii) any defense or counterclaim based on any right of set-off, recoupment or counterclaim against or in respect of the obligations of such Guarantor
hereunder, whether arising under any Loan Document, any Law or otherwise. 
 (d)    Each Guarantor hereby
unconditionally and irrevocably waives any duty on the part of any Lender to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of
Borrower now or hereafter known by such Lender. 
 (e)    Each Guarantor acknowledges that it will receive substantial
direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 3 and this Section 4 are knowingly made in contemplation of such benefits. 

Section 5. Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any claim, right or remedy,
direct or indirect, that it may now have or hereafter acquire against Borrower, any Affiliate of Borrower or any other insider guarantor or surety or 

  

			
	GUARANTY AGREEMENT	  	Page 4













 
any of their respective assets or properties that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this Guaranty or any
other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to enforce or to participate in any claim, right or remedy that any Lender may now have or
hereafter acquire against Borrower, any Affiliate of Borrower or any Guarantor or any other insider guarantor or any collateral, whether or not such claim, right or remedy arises in equity or under contract, statute, common law or otherwise,
including, without limitation, the right to take or receive from Borrower, any Affiliate of Borrower or any other insider guarantor or surety, directly or indirectly, in cash or other property or by set-off or
in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash and the Commitments shall
have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a)the indefeasible payment in full in cash of the Obligations and all other amounts
payable under this Guaranty, and (b) the termination or expiration of the Commitments, such amount shall be received and held in trust by such Guarantor for the benefit of the Lenders, shall be segregated from other property and funds of such
Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this
Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as collateral for any Obligations or other amounts payable under this Guaranty thereafter arising. 

Section 6. Taxes. Each Guarantor agrees that all payments to be made by it hereunder shall be made without setoff, counterclaim or
other defense and free and clear of, and without deduction for, any taxes, levies, imposts, duties, charges, fees, deductions, withholdings or restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, collected, withheld
or assessed by any country or by any political subdivision or taxing authority thereof or therein, other than Excluded Taxes (“Taxes”). If any Taxes are required to be withheld from any amounts payable to any Lender hereunder, the
amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Taxes) the amounts payable hereunder in the full amounts so to be paid. Whenever any Tax is paid by any Guarantor, as promptly
as possible thereafter, such Guarantor shall furnish to the Administrative Agent an official receipt showing payment thereof, together with such additional documentary evidence as may be required from time to time by the Administrative Agent. 

Section 7. Representations and Warranties. Each Guarantor hereby makes each representation and warranty made in the Loan Documents
by Borrower with respect to such Guarantor and such Guarantor hereby further represents and warrants as follows: 

(a)    There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived; and

 (b)    Such Guarantor has, independently and without reliance upon any Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty and each other Loan Document to which it is or is to be a party, and such Guarantor has established adequate means of obtaining from
Borrower 

  

			
	GUARANTY AGREEMENT	  	Page 5













 
on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance,
properties and prospects of Borrower. 
 Section 8. Covenants. Each Guarantor covenants and agrees that, so long as any of the
Obligations shall remain unpaid and any Commitment shall be outstanding, such Guarantor will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents
on its or their part to be performed or observed or that Borrower has agreed to cause such Guarantor to perform or observe. 

Section 9. Amendments, Etc. None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise
modified except by a written instrument executed by all Guarantors and the Administrative Agent, provided that any provision of this Guaranty may be waived by the Administrative Agent in a letter or agreement executed by the Administrative
Agent or by facsimile transmission from the Administrative Agent. 
 Section 10. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing and delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows: 

(a)    if to Guarantors, addressed to Guarantors in care of Borrower at the address for Borrower specified in Schedule
10.02 of the Term Loan Agreement; and 
 (b)    if to any Agent or any other Lender, at its address specified in
Schedule 10.02 of the Term Loan Agreement. 
 Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed
to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the
next Business Day for the recipient). Delivery by telecopier of an executed counterpart of a signature page to any amendment or waiver of any provision of this Guaranty to be executed and delivered hereunder shall be effective as delivery of an
original executed counterpart thereof. Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto. 

Section 11. No Waiver; Remedies. Neither the Administrative Agent nor any other Lender shall by any act (except by a written
instrument pursuant to Section 9), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on
the part of the Administrative Agent or any other Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any other Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the
Administrative Agent or such other Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by
law. 

  

			
	GUARANTY AGREEMENT	  	Page 6













 Section 12. Set-Off. Upon the occurrence
and during the continuance of any Event of Default and subject to the limitations contained in Section 10.08 of the Term Loan Agreement, each Guarantor hereby irrevocably authorizes the Administrative Agent, at any time and from time to time
while an Event of Default shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice hereby being expressly waived by Guarantor, to set-off and appropriate
and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by the Administrative Agent to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Administrative Agent may elect, against and on account of the obligations and
liabilities of such Guarantor to the Administrative Agent hereunder and claims of every nature and description of the Administrative Agent against such Guarantor, in any currency, whether arising under this Guaranty, under the Term Loan Agreement,
any other Loan Document or otherwise, as the Administrative Agent may elect. The Administrative Agent shall notify such Guarantor promptly of any such set-off and the application made by the Administrative
Agent of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent, under this
Section 12 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent, may have under any Loan Document or other agreement,
instrument or document, any requirement of Law or otherwise. 
 Section 13. Expenses. (a) Each Guarantor shall upon demand
pay to the Administrative Agent the amount of any and all costs and expenses, including the reasonable fees and expenses of counsel and of any experts, advisors, and agents, that the Administrative Agent may incur in connection with (i) the
administration of this Guaranty, (ii) the exercise or enforcement of any of the rights or remedies of the Administrative Agent, or (iii) the failure by any Guarantor to perform or observe any of the provisions of this Guaranty. 

(b)    EXCEPT FOR LIABILITY OR CLAIMS ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDERS OR THEIR
RESPECTIVE RELATED PARTIES, EACH GUARANTOR HEREBY ALSO AGREES THAT NONE OF THE LENDERS OR ANY OF THEIR RESPECTIVE RELATED PARTIES SHALL HAVE ANY LIABILITY (WHETHER DIRECT OR INDIRECT, IN CONTRACT, TORT OR OTHERWISE) TO THE GUARANTORS OR ANY OF THEIR
RESPECTIVE RELATED PARTIES, AND GUARANTOR HEREBY AGREES NOT TO ASSERT ANY CLAIM AGAINST ANY LENDER OR ANY OF ITS RELATED PARTIES ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE
RELATING TO THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS, THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE CREDIT EXTENSIONS, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS. 

  

			
	GUARANTY AGREEMENT	  	Page 7













 (c)    Without prejudice to the survival of any of the other agreements
of Guarantors under this Guaranty or any of the other Loan Documents, the agreements and obligations of Guarantor contained in Section 2(a) (with respect to enforcement expenses), the last sentence of Section 3, Section 6 and this
Section 13 shall survive the payment and performance in full of the Obligations and all of the other amounts payable under this Guaranty. 

Section 14. Continuing Guaranty; Assignments Under The Term Loan Agreement. This Guaranty is a continuing guaranty and shall
(a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Obligations and all other amounts payable under this Guaranty, or (ii) the termination of the Commitments, (b) be binding
upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding
sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Term Loan Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes
held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent provided in the Term Loan Agreement. No
Guarantor shall have any right to assign any of its rights or delegate any of its obligations hereunder or any interest herein without the prior written consent of the Administrative Agent. 

Section 15. Execution in Counterparts. This Guaranty and each amendment, waiver and consent with respect hereto may be executed in
any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Guaranty by facsimile or electronically (i.e. pdf) shall be effective as delivery of an original executed counterpart of this Guaranty. 

Section 16. Severability. Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 
 Section 17. Headings. The Article and Section headings used in this
Guaranty are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 

Section 18. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereof. 

(b)    Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any Ohio State court or federal court of the United States of America sitting in the Northern District of Ohio, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any
of the other 

  

			
	GUARANTY AGREEMENT	  	Page 8













 
Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such Ohio State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating
to this Guaranty or any other Loan Document in the courts of any jurisdiction. 
 (c)    Each Guarantor irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the
other Loan Documents to which it is or is to be a party in any Ohio State or federal court. Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or
proceeding in any such court. 
 (d)    Each Guarantor agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto; and 
 (e)    Each Guarantor agrees that nothing herein
shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. 

(f)    EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND
CERTIFICATIONS IN THIS PARAGRAPH. 
 Section 19. INTEGRATION. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
AGREEMENT OF THE GUARANTORS AND THE LENDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO 


  

			
	GUARANTY AGREEMENT	  	Page 9













 
PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER RELATIVE TO THE SUBJECT MATTER HEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO HEREIN. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 
 [the remainder of this page intentionally left blank] 

  

			
	GUARANTY AGREEMENT	  	Page 10













 IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above written. 
  

			
	GUARANTORS:
	
	CNL HEALTHCARE PROPERTIES, INC., a Maryland corporation
		
	By:	 	 /s/ Ixchell C. Duarte        

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP SENIOR LIVING NET LEASE HOLDING, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP SL DEVELOPMENT HOLDING, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP SL OWNER HOLDING I, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	 CHP TRS DEVELOPMENT HOLDING, LLC,

a Delaware limited liability company

		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	 CHT COUNCIL BLUFFS IA SENIOR LIVING, LLC,

a Delaware limited liability company

		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President



  
 Signature Page

 to 
 Guaranty
Agreement 












 
			
	CHT LIMA OH SENIOR LIVING, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte        

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP RAIDER RANCH TX OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP TOWN VILLAGE OK OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP JASPER AL OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP LEGACY RANCH TX OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP ISLE AT CEDAR RIDGE TX OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP ISLE AT WATERCREST-BRYAN TX OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President



  
 Signature Page

 to 
 Guaranty
Agreement 












 
			
	CHP ISLE AT WATERCREST-MANSFIELD TX OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte        

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP PARK AT PLAINFIELD IL OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP SPRINGS TX OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP LAYTON UT OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP COLUMBIA SC OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP ANDERSON IN SENIOR LIVING OWNER,
LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP LANCASTER OH SENIOR LIVING OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President



  
 Signature Page

 to 
 Guaranty
Agreement 












 
			
	CHP WAUSAU WI SENIOR LIVING OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte        

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP MARIETTA GA SENIOR LIVING OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP DULUTH GA SENIOR LIVING OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP TEGA CAY SC OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP ALBUQUERQUE NM OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHT DECATUR IL SENIOR LIVING, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHT ZANESVILLE OH SENIOR LIVING, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President



  
 Signature Page

 to 
 Guaranty
Agreement 












 
					
	CHP GRAYSON GA OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte        

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP GULF BREEZE FL SENIOR LIVING OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP AUSTIN TX HOLDING GP, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP AUSTIN TX HOLDING, LP, a Delaware limited partnership
		
	By:	 	CHP Austin TX Holding GP, LLC, a
		 	Delaware limited liability company,
		 	General Partner
			
		 	By:	 	 /s/ Ixchell C. Duarte

		 		 	Ixchell C. Duarte, Senior Vice President
	
	CHP AUSTIN TX OWNER GP, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP AUSTIN TX SENIOR LIVING OWNER, LP, a Delaware limited partnership
		
	By:	 	CHP Austin TX Owner GP, LLC, a
		 	Delaware limited liability company,
		 	General Partner
			
		 	By:	 	 /s/ Ixchell C. Duarte

		 		 	Ixchell C. Duarte, Senior Vice President



  
 Signature Page

 to 
 Guaranty
Agreement 












 
					
	CHP MEADOWS PLACE TX HOLDING GP, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte        

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP MEADOWS PLACE TX HOLDING, LP,
a Delaware limited partnership
		
	By:	 	CHP Meadows Place TX Holding
		 	GP, LLC, a Delaware limited liability company, General Partner
			
		 	By:	 	 /s/ Ixchell C. Duarte

		 		 	Ixchell C. Duarate, Senior Vice President
	
	CHP MEADOWS PLACE TX OWNER GP, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP MEADOWS PLACE TX SENIOR LIVING OWNER, LP, a Delaware limited partnership
		
	By:	 	CHP Meadows Place TX Owner
		 	GP, LLC, a Delaware limited liability company, General Partner
			
		 	By:	 	 /s/ Ixchell C. Duarte

		 		 	Ixchell C. Duarte, Senior Vice President
	
	CHP YAKIMA WA OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP LAKE ZURICH IL OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President



  
 Signature Page

 to 
 Guaranty
Agreement 












 
			
	CHP PANAMA CITY FL OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte        

		 	Ixchell C. Duarte, Senior Vice President
	
	CHT HARBORCHASE ASSISTED LIVING OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP O’FALLON MO OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP COLLIERVILLE TN OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHT ABERDEEN SD SENIOR LIVING, LLC,
a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP SHOREWOOD WI OWNER, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP TRS HOLDING, INC., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President



  
 Signature Page

 to 
 Guaranty
Agreement 












 
			
	CHP RAIDER RANCH TX TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte        

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP TOWN VILLAGE OK TENANT CORP.,
a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP JASPER AL TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP LEGACY RANCH TX TENANT CORP.,
a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP ISLE AT CEDAR RIDGE TX TENANT CORP.,
a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP ISLE AT WATERCREST-BRYAN TX TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP ISLE AT WATERCREST-MANSFIELD TX TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President



  
 Signature Page

 to 
 Guaranty
Agreement 












 
			
	CHP PARK AT PLAINFIELD IL TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte        

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP SPRINGS TX TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP LAYTON UT TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP MARIETTA GA TENANT, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP DULUTH GA TENANT, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP GULF BREEZE FL TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President



  
 Signature Page

 to 
 Guaranty
Agreement 












 
			
	CHP AUSTIN TX TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte        

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP MEADOWS PLACE TX TENANT CORP.,
a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP YAKIMA WA TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP LAKE ZURICH IL TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP PANAMA CITY FL TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHT HARBORCHASE TRS TENANT CORP.,
a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP O’FALLON MO TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President



  
 Signature Page

 to 
 Guaranty
Agreement 












 
			
	CHP COLLIERVILLE TN TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte        

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP SHOREWOOD WI TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP ALBUQUERQUE NM TENANT CORP.,
a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President
	
	CHP GRAYSON GA TENANT CORP., a Delaware corporation
		
	By:	 	 /s/ Ixchell C. Duarte

		 	Ixchell C. Duarte, Senior Vice President



  
 Signature Page

 to 
 Guaranty
Agreement