Black Creek Diversified Property Fund POS AM Prospectus update (post-effective amendment)

Exhibit 10.53

ASSIGNMENT AND ASSUMPTION

OF

AGREEMENT OF PURCHASE AND SALE

(Washington Commons Phase I, Lot 2)

ALLIANCE COMMERCIAL PARTNERS, LLC, a Colorado limited liability company (“Assignor”) hereby assigns to TRT Alliance Diehl LLC, a Delaware limited liability company  (“Assignee”) all right, title and interest of Assignor in and to that certain Agreement of Purchase and Sale by and between Assignor and Washington Commons Phase II Limited Partnership, an Illinois limited partnership, dated December 26, 2006 (the “Purchase Agreement”).

Assignee hereby assumes and agrees to perform all of Assignor’s obligations under the Purchase Agreement. This Assignment and Assumption of Agreement of Purchase and Sale shall be subject to all the provisions, terms, covenants and conditions of the Purchase Agreement. Pursuant to Section 9.6 of the Purchase Agreement, Assignor represents that Assignee is an entity owned by a separate account of Assignor or an entity controlling, controlled by or under common control with Assignor. Notwithstanding the foregoing, Assignor shall remain liable under the Purchase Agreement.

[Signature Page Follows]

Executed as of this 18^th day of January, 2007.

ASSIGNOR:
ALLIANCE COMMERCIAL PARTNERS, LLC, a Colorado limited liability company
By:	/s/ Illegible
Name:	Illegible
Title:	Member
ASSIGNEE:
TRT ALLIANCE DIEHL LLC, a Delaware limited liability company
By:	TRT Alliance JV I GP, a Delaware general partnership, its sole member
	By:	400-900 Diehl Associates, LLC, a Colorado limited liability company, its managing general partner
	By:	Alliance Real Estate Value Fund III, LLC, a Delaware limited liability company, its manager
		By:	AVF Management, LLC, a Colorado limited liability company, its managing member
			By:	/s/ Illegible
			Printed name:		Illegible
			Its: Voting Member