**Exhibit10.15**

 

**SECOND AMENDMENTTO**

**AGREEMENTOF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS**

 

**THIS SECONDAMENDMENT TO AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS**(this “Second Amendment”) is madeeffective the 13th day of July, 2009, by and between **BEHRINGERHARVARD MULTIFAMILY OP I LP**, a Delaware limited partnership (“Buyer”), and **WATERFORDPLACE APARTMENTS, LLC,**a California limited liability company (“Seller”).

 

**R E C I TA L S:**

 

**WHEREAS,** Seller and Buyer entered into thatAgreement of Sale and Purchase And Joint Escrow Instructions dated May 29,2009 and revived and amended by that certain Revivor and First Amendment toAgreement of Sale and Purchase And Joint Escrow Instructions with dated July 2,2009 (collectively, “the Purchase Agreement”) whereby Seller agreed to sell toBuyer and Buyer 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 tothem in the Purchase Agreement.

 

**WHEREAS**, Buyer and Seller now desire to amendcertain terms and conditions as herein provided.

 

**NOW,THEREFORE**, inconsideration of the mutual covenants and agreements of the parties, and othergood and valuable consideration, the receipt and adequacy of which is herebyacknowledged, the parties agree as follows:

 

1.             Recitals.  The foregoing recitals are true and areincorporated herein by this reference as though set forth in full.

 

2.             Amendmentto Section 10.23; Mixed Use Project. The third and fourth sentences of Section 10.23 of the PurchaseAgreement are hereby deleted and replaced, in their entirety, with thefollowing:  “The parties hereto herebyintend to negotiate in good faith on the terms and conditions of the DeclarationAmendment, and if agreed upon on or before July 17, 2009, such DeclarationAmendment shall be attached hereto pursuant to an amendment to this Agreementand shall be executed at Closing by the parties and recorded.  In the event that the parties have not agreedupon the Declaration Amendment by 5:00 p.m. Pacific Time on July 17,2009, then either party by notice to the other shall have the right toterminate this Agreement in which event the Deposit shall be returned to Buyerand the parties shall have no further obligation to one another except as setforth herein.”

 

3.             Conflict.  This Second Amendment is and shall beconstrued as a part of the Purchase Agreement. In case of any inconsistency between this Second Amendment and thePurchase Agreement, the provisions containing such inconsistency shall first bereconciled with one another to the maximum extent possible, and then to theextent of any remaining inconsistency, the terms of this Second Amendment shallbe controlling.

 

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4.             Forceand Effect.  Except as set forth inthis Second Amendment, the terms and conditions of the Purchase Agreement shallremain unchanged and in full force and effect.

 

5.             Counterparts;Authority; Electronic Signatures. The parties agree that this Second Amendment may be executed in multiplecounterparts which, when signed by all parties, shall constitute a bindingagreement.  The parties further representand warrant that the each natural person who is executing this Second Amendmentits behalf has the full power and authority to execute this Second Amendmentand to bind it to the terms hereof. Signatures to this Second Amendment transmitted by telecopy orelectronic mail shall be valid and effective to bind the party so signing.  Each party agrees to promptly deliver an executionoriginal of this Second Amendment with its actual signature to the other party,but a failure to do so shall not affect the enforceability of this Second Amendment,it being expressly agreed that each party to this Second Amendment shall bebound by its own telecopied or electronically mailed signature and shall acceptthe telecopied or electronically mailed signature of the other party to this SecondAmendment.

 

[Signatures onFollowing Page]

 

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**IN WITNESS WHEREOF**, the undersigned have executed this Second Amendmentas of the date and year first set forth above.

 
| **SELLER:** | **WATERFORD  PLACE APARTMENTS LLC,**a California limited liability company  |
|-------------|-----------------------------------------------------------------------------|
|        |                                                                        |
|        | By:                                                                         | Shea Properties  Management Company, Inc., a Delaware corporation |
|        | Its:                                                                        | Manager |
|        |                                                                        |
|        |                                                                        | By: | /s/ Kirk Roloff |
|        |                                                                        | Name: | Kirk Roloff |
|        |                                                                        | Title: | Assistant Secretary |
|        |                                                                        |   |
|        |                                                                        | By: | /s/ Stephen D.  Stambaugh |
|        |                                                                        | Name: | Stephen D. Stambaugh |
|        |                                                                        | Title: | Assistant Secretary |
|        |                                                                        |
| **BUYER:**  | **BEHRINGER HARVARD MULTIFAMILY  OP I LP**, a  Delaware limited partnership |
|        |                                                                        |
|        | By:                                                                         | BHMF, Inc., a  Delaware corporation |
|        | Its:                                                                        | General Partner |
|        |                                                                        |
|        |                                                                        | By: | /s/  Mark T. Alfieri |
|        |                                                                        |   | Mark  T. Alfieri |
|        |                                                                        |   | Chief  Operating Officer |

 

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