National Tax Credit Investors Ii Sample Contracts

CONTRACT FOR PURCHASE AND SALE OF PARTNERSHIP INTERESTS
Contract for Purchase and Sale of Partnership Interests • November 25th, 2009 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors

This Contract for Purchase and Sale of Partnership Interests (the “Contract”) is made and entered into as of November 17, 2009 (the “Effective Date”), by and between National Tax Credit, Inc. II, a California corporation (the “General Partner”); National Tax Credit Investors II, a California limited partnership (the “Limited Partner” and together with the General Partner, collectively, “Sellers” and, individually, each a “Seller”); and Oswald Investments, L.C., an Iowa limited liability company, or its assign (“GP Purchaser”); and Ted Oswald, individually or his assigns (“LP Purchaser” and together with GP Purchaser, collectively, “Purchaser”).

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • October 4th, 2007 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors • Arkansas

This Assignment and Assumption Agreement (the "Agreement") is made as of September 28, 2007 (the "Effective Date"), by and between National Tax Credit Investors II, a California limited partnership ("NTCI II"), and National Tax Credit, Inc. II, a California corporation (together with NTCI II, each an "Assignor" and, collectively, "Assignors"); Germantown Management Company, Inc., a Arkansas corporation ("General Partner"'); and James E, Lindsey, an individual, Walter L. Harber, an individual, Gary S. Cuozzo, an individual, Edward Calhoun, an individual (each an "Assignee" and, collectively, "Assignees" and together with each of Assignors and General Partner, each a "Party," and as the context requires, any two or more, collectively, the "Parties"), with reference to the following:

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • June 13th, 2011 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors

This Assignment and Assumption Agreement (the “Agreement”) is made as of June 7, 2011 (the “Effective Date”), by and between National Tax Credit Investors II, a California limited partnership (the “LP Assignor ”), and National Tax Credit, Inc. II, a California corporation (the “SLP Assignor” and together with the LP Assignor, collectively, “Assignors” and each, an “Assignor”); Tailored Management Services, LLC, an Idaho limited liability company (“Assignee”); and Marty D. Frantz, an individual (the “Operating General Partner” and together with Assignors and Assignee, each a “Party“ and, as the context requires, any two or more, collectively, “Parties”), with reference to the following:

FIRST AMENDMENT TO AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF TORRES DEL PLATA II LIMITED PARTNERSHIP
Limited Partnership Agreement • June 21st, 2011 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors

This First Amendment to Amended and Restated Certificate and Agreement of Limited Partnership of Torres del Plata II Limited Partnership (this “Amendment”) is made as of June 15, 2011 (the “Effective Date”), by and between Futura Development of Puerto Rico, Inc., a Puerto Rico corporation (the “Operating General Partner”); National Tax Credit Investors II, a California limited partnership, and National Tax Credit, Inc. II, a California corporation (each, a “Withdrawing Limited Partner” and, collectively, the “Withdrawing Limited Partners”); and Alta Helena Investment, Inc., a Puerto Rico corporation (the “Incoming Limited Partner” and together with the Operating General Partner and the Withdrawing Limited Partners, each a “Party” and any two or more, as the context requires, collectively, the “Parties”), with reference to the following:

SECOND AMENDMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • March 11th, 2010 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors

This Second Amendment to Assignment and Assumption Agreement (the "Amendment") is made and entered into as of March 1, 2010 (the "Effective Date"), by and among Investment Concepts, Inc., a California corporation, National Tax Credit, Inc. II, a California corporation, National Tax Credit Investors II, a California limited partnership, and GAC Realty Advisors, LP, a Nevada limited partnership (each, a "Party" and any two or more, as the context requires, collectively, the "Parties"), with reference to the following:

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • January 5th, 2012 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors • New Jersey

This Pledge and Security Agreement (this “Agreement”) is made and entered into as of December 23, 2011 by and between Howell Countryside, Inc., a New Jersey corporation (“Howell”), and HCI Properties LLC, a New Jersey limited liability company (“HCI”), each of which has a principal business address at Laurel Oak Corporate Center, 1103 Laurel Oak Road, Suite 105B, Voorhees, NJ 08043 (each of the foregoing is hereinafter individually and collectively referred to as “Pledgor”), and National Tax Credit Investors II, a California limited partnership, whose address is 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (together with its successors and assigns, “Lender”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • November 30th, 2011 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors

This Assignment and Assumption Agreement (the “Agreement”) is made as of November 28, 2011 (the “Effective Date”), by and between National Tax Credit Investors II, a California limited partnership (“Assignor”), HCI Properties LLC, a New Jersey limited liability company (“Assignee”); Howell Countryside, Inc., a New Jersey corporation (the “Operating General Partner”); National Tax Credit, Inc. II, a California corporation (the “Administrative General Partner”); and A.A.H. Management Company, Inc., a New Jersey corporation (“Guarantor” and together with Assignor, Assignee, the Operating General Partner and the Administrative General Partner, each a “Party“ and, as the context requires, any two or more, collectively, “Parties”), with reference to the following:

FIRST AMENDMENT TO AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF COUNTRYSIDE NORTH AMERICAN PARTNERS, L.P.
First Amendment to Amended and Restated Certificate and Agreement of Limited Partnership • January 5th, 2012 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors

This First Amendment to Amended and Restated Certificate and Agreement of Limited Partnership (the “Amendment”), effective as of December 23, 2011 (the “Effective Date”), is entered into by Howell Countryside, Inc., a New Jersey corporation (the “Operating General Partner”); National Tax Credit, Inc II, a California corporation (the “Administrative General Partner”); National Tax Credit Investors II a California limited partnership (the “Withdrawing Partner”); and HCI Properties LLC, a New Jersey limited liability company (the “Incoming Partner”) (each of the foregoing is hereinafter sometimes referred to as a “Party” and any two or more, as the context requires, are hereinafter sometimes referred to as the “Parties”), with reference to the following facts:

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • September 17th, 2009 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors • California

This Assignment and Assumption Agreement (the "Agreement") is made and entered into as of September 8, 2009 (the "Effective Date"), by and among Investment Concepts, Inc., a California corporation (the "Co-General Partner"), National Tax Credit, Inc. II, a California corporation ("NTC, Inc. II"), and National Tax Credit Investors II, a California limited partnership ("NTCI II" and together with NTC, Inc. II, individually and collectively, "Assignor"); and GAC Realty Advisors, LP, a Nevada limited partnership ("Assignee" and together with the Co-General Partner and Assignor, each, a "Party" and any two or more, as the context requires, collectively, the "Parties"), with reference to the following:

LOAN PURCHASE AGREEMENT
Loan Purchase Agreement • September 26th, 2013 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors • Illinois

National Tax Credit Investors, II, A California Limited Partnership, a California limited partnership (the “Assignor”), the Mortgagee named in the Mortgage described below (or the successor, by merger or change of name, to the original Mortgagee named below), for and in consideration of the sum of TEN DOLLARS ($10.00) lawful money of the United States of America, paid to it by ____________________ (the “Assignee”), the receipt of which is hereby acknowledged, has granted, bargained, sold, assigned, transferred and set over, and by these presents does grant, bargain, sell, assign, transfer and set over unto the Assignee and without recourse, representations or warranties of any kind whatsoever, all of the Assignor’s right, title and interest in and to that certain [Mortgage] dated as of ________________, ____ given and executed by ____________________, a _______________________ to Secretary of Housing and Urban Development of Washington D.C., as assigned to PAMI Midatlantic LLC and as s

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • February 8th, 2011 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors

This Assignment and Assumption Agreement (the “Agreement”) is made as of February 1, 2011 (the “Effective Date”), by and between National Tax Credit Investors II, a California limited partnership (“NTCI II”), and National Tax Credit, Inc. II, a California corporation (“NTC, Inc. II” and together with NTCI II, collectively, “Assignors” and each, an “Assignor”); Munson Pineview Associates, a Texas general partnership (“Assignee”); and RCC Pineview Associates, L.P., a Delaware limited partnership (the “General Partner” and together with Assignors and Assignee, each a “Party“ and, as the context requires, any two or more, collectively, “Parties”), with reference to the following:

LOAN SALE AGREEMENT
Loan Sale Agreement • June 5th, 2006 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors • New York

THIS LOAN SALE AGREEMENT ("Agreement") is made as of this 30th day of May, 2006, by PAMI MIDATLANTIC LLC, a Delaware limited liability company (the "Seller"), with an address at 399 Park Avenue, 8th Floor, New York, New York 10022 and NATIONAL TAX CREDIT INVESTORS II, a California limited partnership (the "Buyer") with an address at 4582 S. Ulster Street, Suite 1100, Denver, Colorado 80237.

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • September 26th, 2013 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors

This Assignment and Assumption Agreement (the “Agreement”) is made as of September 20, 2013 (the “Effective Date”), by and between NATIONAL TAX CREDIT INVESTORS II, A CALIFORNIA LIMITED PARTNERSHIP, a California limited partnership (“Assignor”), ERI/MB HOLDINGS LLC, a Massachusetts limited liability company (“Assignee”), and MB APARTMENTS LIMITED PARTNERSHIP, an Illinois limited partnership (“Operating General Partner,” and together with the Assignor and Assignee, each a “Party” and, as the context requires, any two or more, collectively, “Parties”), with reference to the following:

SECURED PROMISSORY NOTE
Secured Promissory Note • January 5th, 2012 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors • New Jersey

FOR VALUE RECEIVED, Howell Countryside, Inc., a New Jersey corporation, a HCI Properties, LLC, a New Jersey limited liability company, and A.A.H. Management Company, Inc., a New Jersey corporation (individually and collectively, and together with such parties’ respective successors and assigns, “Borrower”) promise to pay to the order of National Tax Credit Investors II, a California limited partnership (together with its successors and assigns, “Lender”), the principal sum of THREE MILLION FIVE HUNDRED FIFTY THOUSAND AND 00/100 Dollars (US $3,550,000.00), with interest on the unpaid principal balance, as hereinafter provided.

FIRST AMENDMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • February 12th, 2010 • National Tax Credit Investors Ii • Real estate operators (no developers) & lessors

This First Amendment to Assignment and Assumption Agreement (the "Amendment") is made and entered into as of January 31, 2010 (the "Effective Date"), by and among Investment Concepts, Inc., a California corporation, National Tax Credit, Inc. II, a California corporation, National Tax Credit Investors II, a California limited partnership, and GAC Realty Advisors, LP, a Nevada limited partnership (each, a "Party" and any two or more, as the context requires, collectively, the "Parties"), with reference to the following:

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