**Exhibit10.25**

 

**ASSIGNMENT AND ASSUMPTION OF**

**SALE,PURCHASE AND ESCROW AGREEMENT**

 

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

 

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

 

**WHEREAS**, SAF Burroughs Mills LLC, a Delaware limitedliability company (“Seller”)and Assignor, as Buyer, entered into that Sale, Purchase and Escrow Agreement datedas of August 7, 2009 (“the Purchase Agreement”) whereby Seller agreed tosell to Assignor and Assignor agreed to purchase from Seller the Property, asdefined therein.  Unless otherwiseexpressly defined herein, all initially-capitalized terms used herein shallhave the meanings ascribed to them in the Purchase Agreement; and

 

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

 

**WHEREAS**, Assignor and Assignee have further agreed thatAssignee shall expressly assume all of the obligations of Assignor arisingunder the Agreement.

 

**NOW, THEREFORE**, for and in consideration of the mutualcovenants contained herein and for other good and valuable consideration, thereceipt 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 andsets over to Assignee, its successors and assigns, all right, title andinterest of Assignor in and to the Agreement including the $250,000 Deposit andthe $250,000 Additional Deposit referenced in Section 2.1.2 of saidAgreement.

 

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

 

3.            Binding Effect.  This instrument shall be binding upon andshall inure to the benefit of the parties hereto and their respective heirs,executors, administrators, legal representatives, 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****:**                           |
|--------|--------|---------------------------------------------|
|   |   |                                        |
|   |   | **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 |
|        |        |                                                                                        |  |  |  |

 

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**EXHIBIT A**

 

Legal Description

 

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

 

BEGINNING at a point in the Southeasterly right ofway of Lenape Road (50.00 feet wide) where the same is intersected by theNortherly 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, CamdenCounty, New Jersey, dated November 15, 2004, last revised August 31,2009, and from said beginning point runs; thence along the said Southeasterlyright of way line of Lenape Road

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

20.                               South10 degrees 49 minutes 34 seconds West, 141.00 feet to a point; thence

 

21.                               South24 degrees 27 minutes 50 seconds West 125.66 feet to a point; thence

 

22.                               South50 degrees 49 minutes 31 seconds West, 123.32 feet to a point; thence

 

23.                               South52 degrees 22 minutes 08 seconds West,86.06 feet to a point ;thence

 

24.                               South58 degrees 49 minutes 31 seconds West, 88.03 feet to a point; thence

 

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25.                               South53 degrees 19 minutes 39 seconds West, 56.72 feet to a point; thence

 

26.                               South23 degrees 53 minutes 52 seconds West, 138.90 feet to a point in the Westerlyline of Block 278.01, Lot 2; thence along the same

 

27.                               South50 degrees 49 minutes 31 seconds West, 252.75 feet to a point where the sameintersects the Northeasterly line of Church Road (variable width); thence,along said line of Church Road

 

28.                               North 66degrees 07 minutes 31 seconds West, 393.42 feet to a point where the same isintersected by the Southeasterly line of the aforementioned Block 263.01, Lot2; thence, along said Lot 2, the following three courses

 

29.                               North23 degrees 53 minutes 51 seconds East. 459.67 feet to a point; thence

 

30.                               North66 degrees 06 minutes 09 seconds West, 628.30 feet to a point; thence

 

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

 

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