Exhibit 10.42


 


ASSIGNMENT OF PURCHASE AND SALE AGREEMENT


 


This
ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
(this “Assignment”) is made and entered into as of March 8, 2010,
by and between BEHRINGER HARVARD MULTIFAMILY OP I LP,
a Delaware limited partnership (“Assignor”), and BEHRINGER
HARVARD PARK CREST, LLC, a Delaware limited liability company (“Assignee”).


 


RECITALS:


 


A.                                   Park Crest
Building 5 Associates, LLC, a Virginia limited liability company, as seller,
and Assignor, as purchaser, entered into that certain Purchase and Sale
Agreement (as amended, the “Agreement”) dated as of January 28,
2010, regarding real property commonly known as The Lofts at Park*Crest
Condominium, located in McLean, Virginia, as more particularly described in the
Agreement.


 


B.                                     Assignor
desires to assign to Assignee all of Assignor’s right, title and interest as
purchaser in and to the Agreement, and Assignee desires to accept such
assignment, subject to the provisions hereof.


 


AGREEMENTS:


 


NOW,
THEREFORE, in consideration of the sum of $10.00, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
Assignor, the parties hereto agree as follows:


 


1.                                       Assignor has
ASSIGNED, TRANSFERRED, CONVEYED and DELIVERED, and by these presents does
ASSIGN, TRANSFER, CONVEY and DELIVER, unto Assignee, its successors and
assigns, all of Assignor’s right, title and interest in and to the Agreement.


 


2.                                       Assignee hereby
assumes all of the liabilities, obligations, duties and responsibilities of
Assignor in respect of the terms and conditions of the Agreement.


 


3.                                       This Assignment
may be executed in identical counterparts, all of which, when taken together,
will constitute one and the same instrument. A facsimile transmission shall be
binding on the party or parties whose signatures appear thereon.


 


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EXECUTED
by the undersigned to be effective for all purposes as of the date 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/ Mark T. Alfieri

  
	
   

  	
   

  	
  Name:

  	
  Mark
  T. Alfieri

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  BEHRINGER
  HARVARD PARK CREST, LLC,

  a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark T. Alfieri

  
	
   

  	
  Name:

  	
  Mark
  T. Alfieri

  
	
   

  	
  Title:

  	
  Chief
  Operating Officer

  



 


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