Exhibit 10.11

ASSIGNMENT
AND ASSUMPTION AGREEMENT

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:

A.        
Pineview Terrace I, L.P. (the “Partnership”), was formed as a limited
partnership under the laws of the State of Texas and is being governed pursuant
to an Amended and Restated Agreement of Limited Partnership, dated as of August
1, 1990, as amended by a First Amendment to Amended and Restated Agreement of
Limited Partnership, dated as of December 1, 1990, and a Second Amendment
to Amended and Restated Agreement of Limited Partnership, effective as of
September 30, 2002 (collectively, the “Partnership Agreement”) (any
capitalized word or phrase used but not defined herein shall have the meaning
set forth in the Partnership Agreement).

B.        
The General Partner is the “Operating General Partner” of the Partnership, NTC,
Inc. II is the special limited partner of the Partnership and NTCI II is the
limited partner of the Partnership.

C.       
Assignors have agreed to assign all of their limited partnership interests in
the Partnership to Assignee and withdraw from the Partnership, Assignee has
agreed to acquire such interests 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)              
Each Assignor hereby assigns to Assignee 100% of such Assignor’s interest
in the Partnership, including, without limitation, Profits and Losses, Cash
Flow, Sale or Refinancing Transaction Proceeds, all other Partnership assets,
all rights to any fees, loan repayments and reimbursements, and to the extent
accruing from and after the Closing, all other rights of Assignor under the
Partnership Agreement (collectively, the “Interest”), and

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

1.2             
In consideration of Assignors’ assignments of the Interest, at the
Closing Assignee shall pay to Assignors an amount (the “Payment”) equal
to $1,060,000.00, payable in cash. The Payment shall be
treated as a direct acquisition of the Interest. Each Assignor covenants and
agrees that such sum shall be received in full satisfaction of all obligations
and liabilities due such Assignors in connection with or in any manner arising
out of the Partnership, the Apartment Complex or any other assets owned by the
Partnership. The Payment shall be made by federal funds wired pursuant to
instructions from Assignor.

2.                 
Closing.

2.1             
The closing of the transactions contemplated by this Agreement (the
“Closing”) shall occur no later than February 11, 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;

(b)              
The Parties shall execute and exchange countersigned counterparts of the
Third Amendment to Amended and Restated Agreement of Limited Partnership of the
Partnership in the form attached hereto as Exhibit A (the “Amendment”);
and

(c)              
Payment of the broker’s commission as provided in Section 4.2.

3.                 
Representations, Warranties and Covenants.

3.1             
As a material inducement to Assignee entering into this Agreement, each
Assignor hereby 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 Assignors from the
Partnership:

(a)              
Assignors are the owners 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 Assignors.

(b)              
The execution and delivery of this Agreement by Assignors 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 Assignors in accordance with
its terms.

(c)              
To Assignor’s knowledge, the Interest constitutes all of Assignors’
interests in the Partnership and, with respect to any and all activities of the
Partnership occurring after the Closing, under the Partnership
Agreement.

3.2             
As a material inducement to Assignors entering into this Agreement,
Assignee hereby represents and warrants to Assignors 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 Assignors 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 Assignors, this
Assignment is binding upon and enforceable against Assignee 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 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.

(e)              
Assignee is an Affiliate of the General Partner and, knows, therefore, at
least as much about the Partnership as Assignors. 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 the Apartment Complex, and has not relied upon any express or implied
representations or warranties from Assignors with regard to the Interest, the
Partnership or the Apartment Complex, except as expressly provided
herein.

3.3             
As a material inducement to Assignors entering into this
Agreement:

(a)              
The General Partner represents and warrants to Assignors 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 an partnership 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 Assignors from
the Partnership; and

(b)              
The General Partner covenants to Assignors 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 of all
governmental agencies.

3.4             
Except as expressly provided in this Section 3, no Party has made any
other representation or warranty concerning the Interest, the Partnership, the
Apartment Complex or any other matter.

4.                 
Brokers.

4.1             
Each of the Parties represents and warrants to the other that, other than
Apartment Realty Advisors ("Broker"), it has not dealt with or utilized
the services of any other real estate broker, sales person or finder in
connection with this Agreement, and each party agrees to indemnify, hold
harmless, and, if requested in the sole and absolute discretion of the
indemnitee, defend (with counsel approved by the indemnitee) the other party
from and against all Losses relating to brokerage commissions and finder's fees
arising from or attributable to the acts or omissions of the indemnifying
party.

4.2             
If the Closing occurs, Assignors, on the one hand, and Assignee, on the
other, each agree to pay Broker at Closing a commission in an amount of
$30,000.  Broker shall not be deemed a party or third party beneficiary of
this Agreement.

5.                 
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 the actual date of delivery or (iii) if sent by
certified mail, return receipt requested postage prepaid, on the fifth (5th)
business day following the date of mailing addressed as follows:

5.1             
If to Assignors:

c/o
National Partnership Investments Corp.

6701
Center Drive, Suite 520

Los
Angeles, California 90045

Attention: 
Asset Management

with
a copy to:

Law
Offices of Peter H. Alpert, Inc.

601
S. Figueroa Street, Suite 2330

Los
Angeles, CA 90017

Attention:
Peter H. Alpert

5.2             
If to Assignee or the General Partner, to the intended recipient
at:

Whitney
Capital Company, L.L.C.

1014
Wirt Road, Suite 270

Houston,
Texas 77055

Attention:
D. Garry Munson, President

Telephone: 
516-352-6100

Facsimile: 
516-352-2102

with copy to:

Applegate
& Thorne-Thomsen, P.C.

322
S. Green Street, Suite 400

Chicago,
IL 60607

Attention:
Bennett P. Applegate, Esq.

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.

5.3             
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.

5.4             
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
accounting for any other counterpart thereof.

5.5             
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 Apartment Complex is
located.

5.6             
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 either
Assignor.

5.7             
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, including.

5.8             
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.

5.9             
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.

5.10         
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.

5.11         
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.

5.12         
Whenever herein the singular number is used, the same shall include the
plural where appropriate, and words of any gender shall include each other
gender where appropriate.

 

 

 

 

 

[Signatures on following page(s)]

 




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

ASSIGNORS:                                                       
NATIONAL TAX CREDIT INVESTORS II,

a
California limited partnership

By 
National Partnership Investments Corp.,

a
California corporation,

General
Partner

By: 
/s/Derik Hart

Name: 
Derik Hart

Title: 
Senior Vice President

NATIONAL
TAX CREDIT, INC. II,

a
California corporation

By: 
/s/Derik Hart

Name: 
Derik Hart

Title 
Senior Vice President

ASSIGNEE:                                                           
MUNSON PINEVIEW ASSOCIATES,

a
Texas general partnership

By 
/s/D. Garry Munson

Name:
D. Garry Munson

Title:
Manager

GENERAL
PARTNER:                                         
PINEVIEW ASSOCIATES, L.P.,

a Texas limited partnership

By RCC Pineview, Inc.,

a Delaware corporation,

General Partner

By  /s/D. Garry Munson

Name: D. Garry Munson

Title:  Vice President