ASSIGNMENT OF PURCHASE AGREEMENT [Town Village]

Exhibit 10.4

ASSIGNMENT OF PURCHASE AGREEMENT

[Town Village]

This Assignment of Purchase Agreement (this “Assignment”) is made as of August 28, 2013 (the “Effective Date”) by and among CHP PARTNERS, LP, a Delaware limited partnership (“Assignor”), and CHP TOWN VILLAGE OK OWNER, LLC, a Delaware limited liability company and CHP TOWN VILLAGE OK TENANT CORP., a Delaware corporation (collectively, “Assignee”).

R E C I T A L S

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns and transfers to Assignee its rights to acquire the real property, improvements and related assets as described in that certain Purchase and Sale Agreement dated as of July 3, 2013 (as may be amended from time to time, the “Purchase Agreement”), by and among Oklahoma Care Group, LP, a Texas limited partnership (“Seller”), as seller, and Assignor, as purchaser.

Assignor represents and warrants that it has not pledged, assigned, sold or otherwise transferred any of its rights, title, and/or interest in, to and under the Purchase Agreement or the Property to any person or entity other than to Assignee pursuant to this Assignment.

Assignee hereby accepts the foregoing assignment and agrees to assume and be bound by all of the obligations of Assignor under the Purchase Agreement, whether occurring before, on or after the Effective Date. Notwithstanding the foregoing, nothing in this Assignment shall relieve Assignor of any liability for the performance of its obligations under the Purchase Agreement.

Capitalized terms used in this Assignment and not defined elsewhere herein shall have the same meanings as those capitalized terms set forth in the Purchase Agreement.

[Signatures appear on following page]

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment of Purchase Agreement as of August 29, 2013.

ASSIGNOR: CHP PARTNERS, LP, a Delaware limited partnership corporation
By:		CHP GP, LLC, a Delaware limited liability
		company, its general partner

By: CNL Healthcare Properties, Inc., a Maryland corporation, its sole member

		By:		/s/ X. X. Xxxx
		Name:		Xxxx X. Xxxx
		Title		Vice President

ASSIGNEE: CHP TOWN VILLAGE OK OWNER, LLC, a Delaware limited liability company
By:		/s/ X. X. Xxxx
		Xxxx X. Xxxx
Title:		Vice President

CHP TOWN VILLAGE OK TENANT CORP., a Delaware corporation
By:		/s/ X. X. Xxxx
		Xxxx X. Xxxx
Title:		Vice President

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