Exhibit
10.25


 


ASSIGNMENT AND ASSUMPTION OF


SALE,
PURCHASE AND ESCROW AGREEMENT


 


THIS ASSIGNMENT is made and entered into as of this 12th day
of September, 2009, by and between BEHRINGER HARVARD MULTIFAMILY OP I LP, a
Delaware limited partnership any (hereinafter referred to as “Assignor”),
and BEHRINGER HARVARD BURROUGHS MILL REIT, LLC, a Delaware limited liability
company (hereinafter referred to as “Assignee”).


 


W I T N E S S E T H :


 


WHEREAS, SAF Burroughs Mills LLC, a Delaware limited
liability company (“Seller”)
and Assignor, as Buyer, entered into that Sale, Purchase and Escrow Agreement dated
as of August 7, 2009 (“the Purchase Agreement”) whereby Seller agreed to
sell to Assignor and Assignor agreed to purchase from Seller the Property, as
defined therein.  Unless otherwise
expressly defined herein, all initially-capitalized terms used herein shall
have the meanings ascribed to them in the Purchase Agreement; and


 


WHEREAS, as permitted by the Agreement, Assignor and
Assignee have agreed that Assignor shall transfer and assign to Assignee all
right, title and interest of Assignor in and to the Agreement; and


 


WHEREAS, Assignor and Assignee have further agreed that
Assignee shall expressly assume all of the obligations of Assignor arising
under the Agreement.


 


NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each party hereto,
Assignor and Assignee hereby agree as follows:


 


1.
            Transfer and Assignment.  Assignor hereby sells, transfers, assigns and
sets over to Assignee, its successors and assigns, all right, title and
interest of Assignor in and to the Agreement including the $250,000 Deposit and
the $250,000 Additional Deposit referenced in Section 2.1.2 of said
Agreement.


 


2.
            Assumption of Obligations.  Assignee hereby assumes and agrees to observe
and perform all of the terms, covenants and conditions of Assignor under the
Agreement arising from and after the date of this Assignment.


 


3.
            Binding Effect.  This instrument shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, legal representatives, successors and assigns.


 

















 


IN
WITNESS WHEREOF, Assignor and Assignee have each caused this Assignment to be
executed by its duly authorized signatory as of the day and year first above
written.


 


	
   

  	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BEHRINGER
  HARVARD MULTIFAMILY OP I LP,

  
	
   

  	
   

  	
  a
  Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  BHMF, Inc.

  
	
   

  	
   

  	
   

  	
  a
  Delaware corporation,

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Robert T. Poynter

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Robert
  T. Poynter

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


 


	
   

  	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BEHRINGER
  HARVARD BURROUGHS MILL REIT, LLC, a Delaware limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Behringer
  Harvard Burroughs Mill Venture, LLC,

  
	
   

  	
   

  	
   

  	
  a
  Delaware limited liability company,

  
	
   

  	
   

  	
   

  	
  its
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Behringer
  Harvard Burroughs Mill, LLC,

  
	
   

  	
   

  	
   

  	
   

  	
  Its
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Robert T. Poynter

  
	
   

  	
   

  	
   

  	
   

  	
  Robert T. Poynter, Vice President

  
						



 

















 


EXHIBIT A


 


Legal Description


 


All that certain lot, piece or parcel of land, with
the buildings and Improvements thereon erected, situate, lying and being in the
Township of Cherry Hill, County of Camden, State of New Jersey:


 


BEGINNING at a point in the Southeasterly right of
way of Lenape Road (50.00 feet wide) where the same is intersected by the
Northerly line of Block 263.01, Lot 2 as illustrated on a Plan Entitled “ALTA/ACSM
(2005) land title survey, Block 263.01, Lot 1, Cherry Hill Township, Camden
County, New Jersey, dated November 15, 2004, last revised August 31,
2009, and from said beginning point runs; thence along the said Southeasterly
right of way line of Lenape Road


 


1.                                     North 09
degrees 50 minutes 21 seconds East, 223.58 feet to a point in the same; thence,
the following twenty five courses along Block 263.01, Lot 1.02


 


2.                                     South 21
degrees 09 minutes 39 seconds East, 19.42 feet to a point; thence


 


3.                                     South 09
degrees 50 minutes 21 seconds West, 33.00 feet to a point; thence


 


4.                                     South 80
degrees 09 minutes 39 seconds East, 139.74 feet to a point; thence


 


5.                                     North 30
degrees 53 minutes 51 seconds East, 189.78 feet to a point; thence


 


6.                                     North 48
degrees 43 minutes 29 seconds East, 142.13 feet to a point; thence


 


7.                                     North 74
degrees 50 minutes 22 seconds East, 117.70 feet to a point; thence


 


8.                                     South 74
degrees 29 minutes 54 seconds East, 298.65 feet to a point; thence


 


9.                                     South 82
degrees 12 minutes 12 seconds East. 114.35 feet to a point; thence


 


10.                               North 84
degrees 05 minutes 53 seconds East, 147.60 feet to a point; thence


 


11.                               North 78
degrees 06 minutes 25 seconds East, 171.58 feet to a point; thence


 


12.                               South 69
degrees 04 minutes 24 seconds East, 127.14 feet to a point; thence


 


13.                               South 54
degrees 16 minutes 46 seconds East, 127.92 feet to a point; thence


 


14.                               South 21
degrees 28 minutes 33 seconds East, 132.07 feet to a point; thence


 


15.                               South 06
degrees 40 minutes 42 seconds East, 158.73 feet to a point; thence


 


16.                               South 83
degrees 19 minutes 18 seconds West, 89.32 feet to a point; thence


 


17.                               South 21
degrees 58 minutes 17 seconds East, 57,20 feet to a point; thence


 


18.                               South 79
degrees 10 minutes 26 seconds East, 195.50 feet to a point; thence


 


19.                               South 49
degrees 59 minutes 17 seconds East, 38.34 feet to a point; thence


 


20.                               South
10 degrees 49 minutes 34 seconds West, 141.00 feet to a point; thence


 


21.                               South
24 degrees 27 minutes 50 seconds West 125.66 feet to a point; thence


 


22.                               South
50 degrees 49 minutes 31 seconds West, 123.32 feet to a point; thence


 


23.                               South
52 degrees 22 minutes 08 seconds West,
86.06 feet to a point ;thence


 


24.                               South
58 degrees 49 minutes 31 seconds West, 88.03 feet to a point; thence


 

















 


25.                               South
53 degrees 19 minutes 39 seconds West, 56.72 feet to a point; thence


 


26.                               South
23 degrees 53 minutes 52 seconds West, 138.90 feet to a point in the Westerly
line of Block 278.01, Lot 2; thence along the same


 


27.                               South
50 degrees 49 minutes 31 seconds West, 252.75 feet to a point where the same
intersects the Northeasterly line of Church Road (variable width); thence,
along said line of Church Road


 


28.                               North 66
degrees 07 minutes 31 seconds West, 393.42 feet to a point where the same is
intersected by the Southeasterly line of the aforementioned Block 263.01, Lot
2; thence, along said Lot 2, the following three courses


 


29.                               North
23 degrees 53 minutes 51 seconds East. 459.67 feet to a point; thence


 


30.                               North
66 degrees 06 minutes 09 seconds West, 628.30 feet to a point; thence


 


31.                               North 80
degrees 09 minutes 39 seconds West, 296.32 feet to the point and place of
beginning. BEING Lot 1, Block 263.01 on the Tax Map.