ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
This Assignment of Purchase and Sale Agreement and Escrow Instructions
(this "ASSIGNMENT") is executed to be effective as of the 22nd day of February,
2005, by BEHRINGER HARVARD SHORT-TERM OPPORTUNITY FUND I LP, a Texas limited
partnership ("ASSIGNOR"), and BEHRINGER HARVARD LAKEWAY LP, a Texas limited
partnership ("Assignee").
W I T N E S S E T H:
A. Harvard Property Trust, LLC, a Delaware limited liability
company ("HPT"), as "Purchaser", has entered into that certain Purchase and Sale
Agreement and Escrow Instructions dated as of November 24, 2004 (as amended, the
"CONTRACT") with YCP Lakeway, L.P., a Delaware limited partnership, as "Seller",
covering certain property commonly known as Lakeway Conference Center in the
Village of Lakeway, ▇▇▇▇▇▇ County, Texas, and being more particularly described
in the Contract.
B. HPT assigned its right, title and interest in the Contract
pursuant to that certain Assignment of Purchase and Sale Agreement and Escrow
Instructions dated as of November 24, 2004, executed by HPT and Assignor.
C. Assignor desires to assign to Assignee all of its right, title
and interest as Purchaser in and to the Contract, and Assignee desires to
acquire from Assignor all of Assignor's right, title and interest as Purchaser
in and to the Contract and to assume all of the duties and obligations of
Purchaser under the Contract.
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration in hand paid by Assignee to
Assignor, the receipt and sufficiency of which are hereby acknowledged and
confessed, Assignor does hereby ASSIGN AND TRANSFER unto Assignee all of the
right, title and interest of Assignor as Purchaser in and to the Contract.
Assignee, by its acceptance and execution hereof, hereby assumes and agrees to
perform all obligations of Purchaser pursuant to the Contract.
EXECUTED to be effective as of the date first written above.
ASSIGNOR:
BEHRINGER HARVARD SHORT-TERM
OPPORTUNITY FUND I LP
By: Behringer Harvard Advisors II LP
Its: General Partner
By: Harvard Property Trust, LLC
Its: General Partner
By: _________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
Title: Secretary
ASSIGNEE:
BEHRINGER HARVARD LAKEWAY LP,
a Texas limited partnership
By: Behringer Harvard Lakeway GP, LLC
General Partner
By:_____________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
Title: Secretary