**Exhibit 10.11**

 

**ASSIGNMENT AND ASSUMPTION OF**

**SALE,PURCHASE AND ESCROW AGREEMENT**

 

**THISASSIGNMENT** is madeand entered into as of this 28th day of January, 2009, by and between HARVARDPROPERTY TRUST, LLC, a Delaware limited liability company (hereinafter referredto as “Assignor”), and BEHRINGER HARVARD MULTIFAMILY OP I LP, a Delawarelimited partnership (hereinafter referred to as “Assignee”).

 

**W I T N E S S E T H :**

 

WHEREAS, Verandah OwnerLimited Partnership, a Delaware limited partnership, and Assignor have enteredinto that certain Sale, Purchase and Escrow Agreement dated as of January 26,2009 (the “Agreement”), relating to that certain land andimprovements located at 4620 N. Braeswood Avenue, Houston, Texas, known as TheVerandah at Meyerland Apartments, being more particularly described in **Exhibit A**attached hereto and made a part hereof; and

 

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

 

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

 

NOW, THEREFORE, for and inconsideration of the mutual covenants contained herein and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged by each party hereto, Assignor and Assignee hereby agree asfollows:

 

1.                                       Transfer and Assignment. Assignor hereby sells, transfers, assigns and sets over to Assignee, itssuccessors and assigns, all right, title and interest of Assignor in and to theAgreement.

 

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

 

3.                                       Binding Effect.  Thisinstrument shall be binding upon and shall inure to the benefit of the partieshereto and their respective heirs, executors, administrators, legalrepresentatives, successors and assigns.

 

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INWITNESS WHEREOF, Assignor and Assignee have each caused this Assignment to beexecuted by its duly authorized signatory as of the day and year first abovewritten.

 
|   | **ASSIGNOR:**                         |
|--------|---------------------------------------|
|   |                                  |
|   | **HARVARD PROPERTY TRUST, LLC,**      |
|   | a Delaware limited  liability company |
|   |                                  |
|   |                                  |
|   | By:                                   | /s/ Gerald J. Reihsen, III |
|   |                                  | Gerald J. Reihsen, III |
|   |                                  | Executive Vice President —  Corporate Development & Legal and Secretary |

 

 
|   |   | **ASSIGNEE****:**                           |
|--------|--------|---------------------------------------------|
|   |   | ** **                                  |
|   |   | **BEHRINGER  HARVARD MULTIFAMILY OP I LP**, |
|   |   | a  Delaware limited partnership             |
|   |   |                                        |   |   |
|   |   | By:                                         | BHMF, Inc., |
|   |   |                                        | a  Delaware corporation, |
|   |   |                                        | its  general partner |
|   |   |                                        |   |   |
|   |   |                                        |   |   |
|   |   |                                        | By: | /s/  Gerald J. Reihsen, III |
|   |   |                                        |   | Gerald  J. Reihsen, III |
|   |   |                                        |   | Executive  Vice President — Corporate |
|   |   |                                        |   | Development &  Legal and Assistant Secretary |
|   |   |                                        |   |   |
|        |        |                                             |  |  |  |

 

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**EXHIBIT A**

 

**LEGALDESCRIPTION**

 

Beinga tract or parcel containing 5.313 acres (231,427 square feet) of land situatedin the James D. Owen Survey, Abstract Number 612; being out of and a part ofUnrestricted Block 7, of MEYER PARK, SECTION 2, a subdivision plat ofrecord in Volume 142, Page 30, Harris County Map Records; and being out ofand a part of that certain tract of land (Tract One) conveyed to AramcoServices Company as described in deed recorded under Harris County Clerk’s File(H.C.C.F.) Number H104446, Harris County, Texas; and being that certain called5.313 acre tract conveyed to Verandah IH-610, L.P. as described in deedrecorded under H.C.C.F. number W636306; and said 5.313 acre tract being moreparticularly described by metes and bounds as follows (bearings are oriented tosaid record plat):

 

BEGINNINGat 1-inch iron rod found in the north right-of-way (R.O.W.) line of BraeswoodBoulevard (100 feet wide) and marking the most southerly southwest corner ofthe aforesaid Block 7 and the herein described tract;

 

THENCE,North 06°18’24” West, along a southwest line of said Block 7, a distance of150.00 feet to an interior corner of said Block and the herein described tract,from which a found 1-inch iron rod bears South 60°43’ West, 0.26 feet;

 

THENCE,South 71°35’50” West, along a southwest line of said Block 7, a distance of150.00 feet to the curved east R.O.W. line of Interstate Highway 610 (West LoopSouth) (Width Varies) for the most westerly southwest corner of said Block 7and the herein described tract and for a point of tangency of a non-tangentcurve to the right, from which a found 1-inch iron rod bears North 66°35’ West,0.36 feet;

 

THENCE,Northerly, an arc distance of 288.32 feet along said east R.O.W. line and thewest line of said Block 7 and along said curve to the right, having a centralangle of 01°26’45”, a radius of 11,425.80 feet and a chord which bears North05°14’26” West, 288.31 feet to a 5/8-inch iron rod with plastic cap stamped “TerraSurveying” set marking the northwest corner of the herein described tract;

 

THENCE,departing said east R.O.W. line and over and across the aforesaid AramcoServices Company tract, the following courses and distances:

 

North 89°49’01” East, a distance of 86.98 feet to a 5/8-inch iron rodwith plastic cap stamped “Terra Surveying” set for an interior corner of theherein described tract;

 

South 45°41’49” East, a distance of 14.27 feet to a 5/8-inch iron rodwith plastic cap stamped “Terra Surveying” set for an interior corner of theherein described tract;

 

North 89°49’01” East, a distance of 34.78 feet to a 5/8-inch iron rodwith plastic cap stamped “Terra Surveying” set for an interior corner of theherein described tract;

 

North 44°49’01” East, a distance of 14.14 feet to a 5/8-inch iron rodwith plastic cap stamped “Terra Surveying” set for an interior corner of theherein described tract;

 

North 89°49’01” East, a distance of 215.65 feet to a 5/8-inch iron rodwith plastic cap stamped “Terra Surveying” set for an interior corner of theherein described tract;

 

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North 44°49’01” East, a distance of 52.57 feet to an “X” set inconcrete for an interior corner of the herein described tract;

 

North 89°49’01” East, a distance of 396.89 feet to “X” set in concreteset in the curved west R.O.W. line of Meyer Park Drive (60 feet wide) and theeast line of the aforesaid Block 7 and marking a point of curvature of anon-tangent curve to the left and the northeast corner of the herein describedtract;

 

THENCE,Southerly, an arc distance of 170.01 feet along said west R.O.W. line and theeast line of said Block 7 and along said curve to the left, having a centralangle of 10°49’14”, a radius of 900.22 feet and a chord which bears South 16°02’49”East, 169.76 feet to the most northerly end of a cutback-line for the mosteasterly southeast corner of said Block 7 and the herein described tract, fromwhich a found 5/8-inch iron rod bears South 05°53’ East, 0.17 feet;

 

THENCE,South 23°32’34” West, along said cutback-line, a distance of 14.16 feet to theaforesaid north R.O.W. line of Braeswood Boulevard for the most southerlysoutheast corner of said Block 7 and the herein described tract, from which afound 5/8-inch iron rod bears South 16°31’ East, 0.65 feet;

 

THENCE,South 68°32’34” West, along the common line of said north R.O.W. line and thesouth line of said Block 7, a distance of 435.95 feet to a point of curvatureof a tangent curve to the right, from which a found 5/8-inch iron rod bearsSouth 19°40’ West, 0.22 feet;

 

THENCE,Southwesterly, an arc distance of 107.06 feet continuing along said common lineand said curve to the right, having a central angle of 01°04’14”, a radius of5,730.00 feet and a chord which bears South 69°04’41” West, 107.06 feet to apoint of reverse curvature for a tangent curve to the left, from which a found5/8-inch iron rod bears South 62°55’ West, 0.20 feet;

 

THENCE,Southwesterly, an arc distance of 107.06 feet continuing along said common lineand said curve to the left, having a central angle, of 01°04’14”, a radius of5,730.00 feet and a chord which bears South 69°04’41” West, 107.06 feet to apoint of tangency, from which a found 5/8-inch iron rod bears South 09°03’East, 0.55 feet;

 

THENCE,South 68°32’34” West, continuing along said common line, a distance of 45.05feet to the POINT OF BEGINNING and containing 5.313 acres (231,427 square feet)of land.  This description is based onthe Land Title Survey and plat made by Terra Surveying Company, Inc.,dated July 1, 2002, latest revision dated April 27, 2005.  TSC Project Number 0038-0101-S.

 

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