Assignment and Assumption of Purchase and Sale Agreement dated January 14, 2014



 Exhibit 10.1 

ASSIGNMENT AND ASSUMPTION OF 

PURCHASE AND SALE AGREEMENT 

WEST HILLS 

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 WEST HILLS OR OWNER, LLC, a Delaware limited liability
company (the “Assignee”). 
 WHEREAS, West Hills Assisted Living Community LLC, an Oregon limited
liability company (the “Seller”), and Assignor, as purchaser, entered into that certain Purchase and Sale Agreement effectively dated as of August 21, 2013, as amended from time to time (the “Purchase
Agreement”), regarding the purchase of certain real property located at 5595 SW West Hills Road, Corvallis, Oregon, and all improvements and assets contained thereon including the senior living facility, and as fully described in the
Purchase Agreement; 
 WHEREAS, pursuant to Section 24 of the Purchase Agreement, Assignor has the right to assign its interest in the
Purchase Agreement to an “Affiliate” of Assignor, without the consent or approval of the Seller; and 
 WHEREAS, the Assignee is
an Affiliate of Assignor within the meaning of the Purchase Agreement, and Assignor may therefore assign its interest in the Purchase Agreement to Assignee without the consent or approval of Seller. 

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, Assignor hereby assigns,
transfers, sets over, and conveys unto Assignee, all of Assignor’s rights, privileges, duties and obligations in, to and under the Purchase Agreement, together with all of Assignor’s rights, title and interest in and to the Property
described in said Purchase Agreement, including, without limitation, all earnest money deposits paid pursuant thereto, and all rights, power and privileges conferred by the Purchase Agreement upon Assignor, as purchaser therein, and Assignor hereby
authorizes the Assignees to exercise said rights, powers and privileges in as full a manner as Assignor is authorized to exercise the same. Assignee assumes and covenants to perform all duties and obligations of the Assignor under the Purchase
Agreement, regardless of whether arising before or after the date of this Assignment. 
 This instrument may be signed in counterpart
copies, each of which shall be considered an original and which together shall constitute one and the same instrument. 
 SIGNATURES ON NEXT
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 IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first set
forth above. 
  

													
	“ASSIGNOR”	 		 	“ASSIGNEE”
			
	CHP PARTNERS, LP,	 		 	CHP WEST HILLS OR OWNER, LLC,
	a Delaware limited partnership	 		 	a Delaware limited liability company
					
	By:	 	 CHP GP, LLC,
 a Delaware limited
liability company,
 its General Partner
	 		 	By:	 	 /s/ Tracey B. Bracco

		 		 		 		 	Name:	 	Tracey B. Bracco
		 	By:	 	CNL Healthcare Properties, Inc.,	 		 	Title:	 	Vice President
		 		 	a Maryland corporation, its	 		 		 	
		 		 	Sole Member	 		 		 	
							
		 		 	By:	 	 /s/ Tracey B. Bracco
	 		 		 	
		 		 	Name:	 	Tracey B. Bracco	 		 		 	
		 		 	Title:	 	Vice President	 		 		 	


  
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