Exhibit 10



Exhibit
10.4

 

ASSIGNMENT
AND ASSUMPTION AGREEMENT

This
Assignment and Assumption Agreement (the "Agreement")
is
made as of April 20, 2010
(the "Effective
Date"), by
and between Real Estate Associates Limited VI, a California limited
partnership ("Assignor"),
Brainard
Property Management, LLC, a Kentucky limited liability
company ("Assignee"),
and
David Brainard, an individual (the "General Partner"
and
together
with Assignor and Assignee, each a "Party"
and,
as the context requires, any two or more,
collectively, "Parties"),
with
reference to the following:

A.              
Kentucky
Manor Apartments, Ltd., a Kentucky limited partnership (the "Partnership"),
was
formed as a limited partnership under the laws of the Commonwealth of
Kentucky
and is being governed pursuant to an Amended and Restated Agreement and
Certificate
of Limited Partnership, dated as of November 19, 1982, as amended by a First
Amendment
to Amended and Restated Agreement and Certificate of Limited Partnership, dated
as of
January 7, 1983, and further amended by a Second Amendment to Amended and Restated Agreement and Certificate of Limited
Partnership, dated as of September 22, 1983 (collectively, the "Partnership Agreement") (any capitalized word or phrase used but not
defined herein shall have the
meaning set forth in the Partnership A greement).

B.              
The
General Partner is the "Operating General Partner" or the "General Partner"
of
the Partnership and Assignor the "Limited Partner" of the
Partnership.

C.              
Assignor has agreed to
assign all of its limited partnership interest in the Partnership to Assignee and withdraw from the
Partnership, Assignee has agreed to acquire such interest and the General Partner has
consented to such assignment and assumption, all pursuant to the terms of this
Agreement.

NOW
THEREFORE, in consideration of the mutual promises and for such other good
and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

1.                                          
Assignment
and Assumption.

1.1                                         
Effective
as of the "Closing"
(as
hereinafter defined):

(a)            
Assignor
hereby assigns to Assignee 100% of Assignor's interest in
the Partnership, including, without limitation, Profits and Losses, Cash from
Operations, Net Refinancing
Cash, surplus cash from Disposition, all other Partnership assets, and all
rights to any
fees, loan repayments and reimbursements (the "Interest"),
and

(b)            
Assignee
assumes and agrees to perform all of the obligations of Assignor
under the Partnership Agreement.

1.2               
In
consideration for Assignor's assignment of the Interest, at the
Closing

Assignee
shall pay to Assignor an amount (the "Payment")
equal
to $400,000, payable by federal
wire transfer of immediately available funds pursuant to instructions from
Assignor. The Payment
shall be treated as a direct acquisition of the Interest. Assignor covenants and
agrees that
such sum shall be received in full satisfaction of all obligations and
liabilities due Assignor in connection
with or in any manner arising out of the Partnership, the Project or any other
assets owned by the Partnership.




2.                                        
Closing.

2.1                    
The
closing of the transactions contemplated by this Agreement (the

"Closing")
shall
occur no later than March 31, 2011 (the "Closing
Date"). In the event the
Closing
does not occur on or before the Closing Date, this Agreement shall terminate
automatically
without the necessity of any further action on the part of any of the Parties
unless the
Parties otherwise agree in writing.

2.2              
At
the Closing:

(a)            
As
provided in Section 1.2, Assignee shall pay the Payment; and

(b)            
Assignor,
Assignee and the General Partner shall execute and exchange
countersigned counterparts of the Third Amendment to Amended and Restated
Agreement
and Certificate of Limited Partnership of the Partnership in the form attached
hereto as
Exhibit A.

3.                                          
Representations
and Warranties.

3.1                                                                   
As
a
material inducement to Assignee entering into this Agreement,

Assignor
represents and warrants to Assignee the following are true and correct as of the
Effective
Date, shall be true and correct as of the Closing Date, and shall survive the
Closing and
the withdrawal of Assignor from the Partnership:

(a)              
Assignor
is the owner of the Interest and the Interest is not subject to
any lien, pledge or encumbrance of any nature whatsoever and Assignee shall
acquire the same
free of any rights or claims thereto by any other party claiming by, through or
under Assignor.

(b)              
The
execution and delivery of this Agreement by Assignor and the performance
of the transactions contemplated herein have been duly authorized by all
requisite corporate
and partnership proceedings and, assuming the due and proper execution and
delivery
by Assignee and the General Partner, this Assignment is binding upon and
enforceable against
Assignor in accordance with its terms.

3.2                        
As
a material inducement to Assignor entering into this Agreement,

Assignee
represents and warrants to Assignor the following are true and correct as of the
Effective
Date, shall be true and correct as of the Closing Date, and shall survive the
Closing and
the withdrawal of Assignor from the Partnership:

(a)                            
The
execution and delivery of this Agreement by Assignee and the performance
of the transactions contemplated herein have been duly authorized by all
requisite corporate
and partnership proceedings.

(b)                            
Assuming
the due and proper execution and delivery by Assignor, this Assignment is
binding upon and enforceable against A ssignee in accordance with its
terms.

(c)                             
No
proceeding before any federal, state, municipal or other governmental
department, commission, board or agency is pending against Assignee or, to the
knowledge
of Assignee, threatened against Assignee pursuant to which an unfavorable judgment would restrain, prohibit, invalidate,
set aside, rescind, prevent or make unlawful this




Agreement
or the transactions contemplated hereunder, nor does Assignee know of any reason
to
believe any such proceeding will be instituted.

(d)            
Assignee
has incurred no obligation or liability, contingent or 
otherwise,
for brokerage or finders' fees or agents' commissions or other similar payment
in connection
with this Agreement.

(e)            
Assignee
is aware of the restrictions on transfer or encumbrance 
of the Interest
under the Partnership Agreement, as well as the transfer restrictions imposed by
the
Securities Act of 1933, as amended, and applicable state securities laws (the
"Securities
Laws").
Assignee
is able to bear the economic risk of its investment in the Interest, is aware
that
it must hold the Interest for an indefinite period and that the Interest has not
been registered under
the applicable Securities Laws and may not be sold or otherwise transferred
unless permitted
by the terms of the Partnership Agreement and the Interest is registered, or an
exemption
from the registration requirements is available with respect thereto, under the
Securities
Laws. Assignee is acquiring the Interest for its own account and not with a view
to resell,
transfer or otherwise dispose thereof.

(f)              
Assignee
is an Affiliate of a general partner of the Partnership, 
and
therefore knows at least as much about the Partnership as Assignor. Assignee is
experienced
in financial transactions such as ownership of the Interest and understands the
business
and operations of the Partnership. Assignee has had an opportunity to ask
questions about
and seek information about the Partnership, and has not relied upon any express
or Implied
representations or warranties from Assignor with regard to the Interest or the
Partnership,
except as expressly provided herein.

 
3.3               
Except
as expressly provided in this Section 3, no Party has made any

other
representation or warranty concerning the Interest, the Partnership or any other
matter.

 
3.4         As
a material inducement to Assignor entering into this Agreement:

(a)            
The
General Partner represents and warrants to Assignor that 
(i)
the execution and delivery of this Agreement by the General Partner and its
performance of the
transactions contemplated herein have been duly authorized by all requisite
corporate proceedings,
and (ii) assuming the due and proper execution and delivery by Assignor, this
Assignment
is binding upon and enforceable against the General Partner in accordance with
its terms.
The foregoing representations and warranties are true and correct as of the
Effective Date,
shall be true and correct as of the Closing Date, and shall survive the Closing
and the withdrawal of Assignor from the Partnership; and

(b)            
The
General Partner covenants to Assignor that on or before 
Closing,
the Partnership will have obtained all necessary consents and approvals for the
transactions
contemplated by this Agreement, including, but not limited to, the consents, to
the extent required, of the holders of all Mortgages and all Governmental
Agencies.

4.      
Miscellaneous. All
notices, demands, requests and other communications

required
pursuant to the provisions of this Agreement ("Notice")
shall
be in writing and shall be deemed
to have been properly given or served for all purposes (i)
if
sent by Federal Express or any
other nationally recognized overnight carrier for next business day delivery, on
the first business
day following deposit of such Notice with such carrier, or (ii) if personally
delivered, on




 
4.1            
If
to Assignor:

do
National Partnership Investments Corp. 6701
Center Drive, Suite 520

Los
Angeles,
CA 90045

Attention:
Asset Management

with
a copy to:

Law
Offices of Peter H. Alpert, Inc. 601
S. Figueroa Street, Suite 2330Attention:
Peter H. Alpert

Los
Angeles,
CA 90017

 
4.2        If
to Assignee or the General Partner, to the intended r ecipient at:

c/o
David Brainard 225
Clara Drive

Pembroke,
KY 42261

with
a copy to:

Daniel
Thomas, Esq. P.O. Box 675

Hopkinsville,
KY 42240

Any
of the Parties may designate a change of address by Notice in writing to the
other Parties. Whenever
in this Agreement the giving of Notice by mail or otherwise is required, the
giving of such
Notice may be waived in writing by the person or persons entitled to receive
such Notice.

 
4.3       If
any provision of this Agreement is held to be illegal, invalid, or

unenforceable
under present or future laws, such provision shall be fully severable. This
Agreement
shall be construed and enforced as if such illegal, invalid, or unenforceable
provision had
never comprised a part of this Agreement, and the remaining provisions of this
Agreement shall
remain in full force and effect and shall not be affected by the illegal,
invalid, or unenforceable
provision or by its severance from this Agreement.

 
4.4                
This
Agreement may be signed in any number of counterparts, each of

which
shall be an original for all purposes, but all of which taken together shall
constitute only one agreement. The
production of any executed counterpart of this Agreement shall be sufficient for all purposes without producing or
a ccounting for any other counterpart thereof.

 
4.5                     
This
Agreement shall be binding upon and inure to the benefit of the

heirs,
executors, administrators, legal representatives and permitted successors and
assigns of the
Parties hereto. This Agreement shall be interpreted in accordance with the laws
of the state in
which the Project is located.

 
4.6               
Nothing
herein shall be construed to be for the benefit of or enforceable

by
any third party including, but not limited to any creditor of
Assignor.




4.7             
The Parties shall execute and deliver such
further instruments and do

such
further acts and things as may be required to carry out the intent and purposes
of this Agreement.

4.8         
All article and section titles or captions
contained in this Agreement are

for
convenience only and shall not be deemed part of the text of this
Agreement.

4.9          
In the event that any court or arbitration proceedings is brought under
or

in
connection with this Agreement, the prevailing party in such proceeding (whether
at trial or on appeal) shall be
entitled to recover from the other party all costs, expenses, and reasonable
attorneys' fees incident to any such
proceeding. The term "prevailing party" as used herein shall mean the party in whose favor the final judgment
or award is entered in any such judicial or arbitration
proceeding.

4.10
This Agreement constitutes the sole agreement of the Parties with respect
to the matters herein, all prior oral or written agreements being merged herein.
This Agreement may only be
modified by a writing signed by all of the Parties hereto and time is of the
essence of this Agreement.

4.11
In interpreting this Agreement it shall be presumed that the Agreement was
jointly drafted and no presumption shall arise against any Party in the event of
any ambiguity.




IN WITNESS
WHEREOF, the Parties have entered into this Agreement as of the date set forth
above.

 

ASSIGNOR:                                         
REAL ESTATE ASSOCIATES LIM ITED VI,

                                                           
a California limited partnership

 

                                                           
By  National Partnership Investments Corp.,

                                                                 
a California corporation,

                                                                 
General Partner

 

                                                                 
By  /s/Brian Flaherty

                                                                       
Brian Flaherty

                                                                       
Senior Vice President

 

 

ASSIGNEE:                                         
BRAINARD PROPERTY MANAGEMENT, LLC,

                                                           
a Kentucky limited liability company

 

                                                           
By  /s/David Brainard

                                                                 
David Brainard

                                                                 
General Partner

 

GENERAL
PARTNER:                          
/s/David Brainard

                                                           
David Brainard