**Exhibit10.27**

 

**ASSIGNMENT OF AGREEMENT OF SALE**

 

ThisAssignment of Agreement of Sale (this **Assignment**) is made to be effective as of August 19,2009, by BEHRINGER HARVARD MULTIFAMILY OP I LP, a Delaware limited partnership (**Assignor**), and BEHRINGER HARVARD NOHO, LLC, a Delaware limited liability company (**Assignee**).

 

**BACKGROUND**

 

A.             Assignor,as Purchaser, entered into an Agreement of Sale with SF NO HO LLC, a Californialimited liability company, as Seller, dated effective August 12, 2009 (the**Agreement**),covering the property located in NorthHollywood, California, commonly known as The Gallery at NoHo Commons, and moreparticularly described in the Agreement.

 

B.              Assignorwants to assign all of its interest in the Agreement to Assignee and Assigneewants to accept the assignment.

 

**AGREEMENT**

 

Forgood and valuable consideration, the receipt of which is acknowledged, Assignorassigns to Assignee all of Assignor’s right, title and interest in, to andunder the Agreement, including, without limitation, all of Assignor’s interestin the Earnest Money Deposit (as defined in the Agreement). Assignee acceptsthe assignment and assumes and shall perform all of Assignor’s duties andobligations under the Agreement. Notwithstanding the foregoing assignment andassumption, Assignor shall remain liable for all of the obligations, asPurchaser, under the Agreement.

 
|   | **ASSIGNOR:**                                                            |
|--------|--------------------------------------------------------------------------|
|   |                                                                     |
|   | 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 |
|   |                                                                     | Name: | Gerald  J. Reihsen, III |
|   |                                                                     | Title: | Executive  Vice President |

 

**ASSIGNMENT OF AGREEMENT OF SALE — The Gallery at NoHo Commons**

 

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|   | **ASSIGNEE:**                                                        |
|--------|----------------------------------------------------------------------|
|   |                                                                 |
|   | BEHRINGER  HARVARD NOHO, LLC,   a Delaware limited liability company |
|   |                                                                 |
|   | By:                                                                  | /s/  Gerald J. Reihsen, III |
|   | Name:                                                                | Gerald  J. Reihsen, III |
|   | Title:                                                               | Executive  Vice President-Corporate |
|   |                                                                 | Development  & Legal and Secretary |

 

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