PURCHASE AND SALE AGREEMENT AND JOINT ESCROW by jolinmilioncherie

VIEWS: 24 PAGES: 37

									                                                                                RE: Norwalk Christian Towers


                             PURCHASE AND SALE AGREEMENT
                                          AND
                               JOINT ESCROW INSTRUCTIONS



                This Purchase and Sale Agreement (this "Agreement") and Joint Escrow Instructions is
made as of the 18th day of January, 2012 (the "Effective Date"), between Norwalk Preservation Limited
Partnership, a California limited partnership or assignee(s) ("Buyer") and Norwalk Christian Towers, a
California nonprofit corporation ("Seller"). The Buyer and Seller are sometimes referred to in this
Agreement individually as a "Party" and collectively as the "Parties".

                    The Parties agree as follows:

                                         SECTION 1. DEFINITIONS.

                For purposes of this Agreement and in addition to the definitions set forth elsewhere in
this Agreement, the following terms shall have the following meanings:

              “Assistance Contract” means that certain Section 8 assistance contract No. CA-
16L000088, covering 144 units that expires on June 30, 2015.

                 "Appurtenances" means all development rights, easements, on-site or off-site parking
covenants, privileges, tenements, rights, titles and interests appurtenant to, associated with or belonging to
the Land and all right, title and interest in and to all streets, alleys, easements, rights-of-way, strips and
gores in, on, across, in front of, abutting or adjoining the Land which are appurtenant to, associated with
or belonging to the Land.

                 "Claims" means any and all claims, demands, causes of action, judgments, penalties,
fines, losses, damages, liabilities, costs and expenses, including attorneys' fees whether suit is instituted or
not (including attorneys' fees and costs incurred in a federal bankruptcy, state receivership or probate
proceeding, or appeal from any action), whether the same are known or unknown, liquidated or
contingent.

                 "Closing" means the recording of a grant deed for the Real Property in form and content
to be attached as Exhibit B from Seller to Buyer.

                    "Effective Date" means the date first written above as the Effective Date.

                    "Earnest Money Deposit" shall have the meaning set forth in Section 4 of this Agreement.

                 “Escrow Holder” means First American Title Insurance Company, acting through its
office located at 5 First American Way, Santa Ana, Ca. 92707, Attn: Kristen A. Heuter.

                 "Existing Loans" means, the outstanding Loan(s) presently secured by deeds of trust
encumbering all or any of the Real Property, including any modifications, extensions and/or supplements
to such loan(s) prior to the Effective Date.




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                 "Existing Loan Security Documents" shall mean the deeds of trust, assignment of leases
and rents, security agreements, financing statements and any other documents or instruments which secure
the Existing Loans.

                 "Improvements" means the buildings and other improvements constructed on the Land,
including without limitation all machinery, heating cooling and ventilating equipment, apparatus, systems
and fixtures used in the general operation of the Improvements, together with all vegetation, trees,
plantings and other landscaping affixed to or located upon the Land, and all accessions or additions to any
of the foregoing, but excluding any items that are Personal Property. The Improvements include, without
limitation, a 185 unit apartment complex commonly known as "Norwalk Christian Towers,” Norwalk,
California.

                 "Land" means the parcel or parcels of land situated in Los Angeles County, California,
and legally described in Exhibit A.

               "Leases" means all of the Seller's interest in all residential leases, subleases or other
occupancy agreements affecting all or any of the Real Property.

                 "Operating Contracts" means all of the Seller's interest in the service, utility,
maintenance, and other agreements pertaining to the operation of Real Property, including without
limitation any leases for the use of items which would constitute part of the Personal Property if owned by
Seller or any affiliate thereof, and any leases for laundry rooms or any other commercial spaces on the
Sale Property. Operating Contracts do not include any property management contract for the Real
Property.

                  “Permits" means all transferable licenses, permits, certificates, authorizations, variances,
consents, and other such items issued or granted by governmental or quasi-governmental authorities
relating to the ownership or use of the Real Property.

                  "Personal Property" means all personal property owned by Seller, and located on or
about, or used in connection with the operation or maintenance of the Real Property, including without
limitation all furniture, furnishings, equipment, tools, appliances, cleaning equipment and supplies, and
building supplies. The Personal Property does not include any software or related materials that Seller
does not have the legal right to transfer or license to Buyer, and does not include any items leased to
Seller under any Operating Contract. An inventory of Personal Property for Buyer’s approval to be
transferred to Buyer at the Close of Escrow shall be provided to Buyer during the Due Diligence Period
set forth in Section 3.1.

                 "Property Documents" means all plans and specifications, surveys, engineering reports,
hazardous waste studies, appraisals, audits, environmental studies and other such reports or information in
the possession of or available to Seller that contain any information about any of the Real Property.

                  "Property Warranties" means all transferable warranties and guaranties from third parties
that are in force and effect as of Closing with respect to the Real Property or the Personal Property, if any,
whether such warranties are written or oral, implied or express, statutory or common law in nature,
including without limitation any and all rights against any supplier, vendor, contractor, subcontractor,
architect, engineer or designer.

                    "Real Property" means the Land, together with all Appurtenances and Improvements.



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                 "Sale Property" means the Land together with all Appurtenances and Improvements, the
Real Property, the Assistance Contract, Leases, Operating Contracts, Permits, Personal Property, Property
Documents, Property Warranties, and all rights of Seller, if any, in the trade name “Norwalk Christian
Towers”.

                “Title Company" means First American Title acting through its office located at 5
First American Way, Santa Ana, Ca. 92707, Attn: Kristen A. Heuter.

                    SECTION 2. SALE, PURCHASE PRICE AND ALLOCATION.

                 2.1    Sale. Seller shall sell the Sale Property to Buyer and Buyer shall purchase the
Sale Property from Seller, subject to the terms set forth in this Agreement.

                 2.2      Purchase Price. The purchase price (the "Purchase Price") for the Sale Property
is $18,503,700. The Purchase Price plus or minus the net amount of any adjustments required under this
Agreement shall be applied to the Purchase Price at Closing. Earnest Money Deposits required under
Sections 4 and 5 are applicable to the Purchase Price and shall be credited as such at Closing. The Seller
shall be responsible for the payment in full from the sale proceeds at close of escrow of Existing Loans
including any prepayment penalty amount or defeasance cost(s), if necessary. The net amount to be
received by Seller at close of escrow shall be $16,000,000 less the outstanding balance of principal and
interest on the Existing Loans and less all prepayment costs on the Existing Loans, plus or minus other
adjustments as reflected in this Agreement. In addition to the net amount to be received by the Seller, any
and all existing project reserves will be released to the Seller, subject only to HUD approval.

                2.3     Seller Note. $2,503,700 of the purchase price (the “Seller Note”) which will be
in the form of a seller take back note and will be subordinate to first lien debt and related regulatory
requirements/ agreements if any. The Note will require 7% simple interest; be payable out of 75% of
surplus cash as defined by HUD; be paid semi-annually to the extent approved by HUD; and will be due
and payable upon the later of: (a) 15 years following Closing, or (b) such later date as is required by
HUD.

                                      SECTION 3. CONDITIONS.

                3.1      Due Diligence. Buyer's purchase of the Sale Property is conditioned on Buyer
performing a due diligence review of the Sale Property and the feasibility of the Buyer's purchase under
this Agreement, and determining that the results of such review are satisfactory to Buyer in its sole
discretion. Buyer shall have not more than thirty (30) days from the Effective Date of this Agreement to
give Seller written notice that the conditions in this Section 3.1 are satisfied or waived (the “Due
Diligence Notice”). Failure to provide such notice will be construed as evidence that the conditions in this
Section 3.1 have been waived.

                   3.2 Required Approvals. Buyer will work with all appropriate agencies (HUD, State
and local government) to obtain approvals, give notices or instruct Seller as to which notices are
necessary, eliminate restrictions and make necessary modifications to existing agreements including, but
not limited to: 1) an allocation of low income housing tax credits from the California Tax Credit
Allocation Committee (“CTCAC”); 2) Approval by HUD of the assumption of the Assistance Contract;
3) Approval from HUD of the new management agent, and 4) approval by HUD of the prepayment of the
existing 236 loan and execution of any HUD required use agreement. Buyer will review preliminary title
report for acceptability of all liens within thirty (30) days of the Effective Date of this Agreement. Buyer
shall have thirty (30) days from the Effective Date of this Agreement to give Seller written notice that the


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conditions in this Section 3.2 have been satisfied or waived (the “Required Approvals Notice”). Failure to
provide such notice will be construed as evidence that the conditions in this Section 3.2 have been waived.

                  3.3     Seller Approvals. Seller shall provide evidence to the Buyer and Title Company
of their authority to execute all documents in connection with the transactions contemplated herein.

              3.4     Effect of Failure of Conditions. This Agreement shall terminate and any
Money Deposit then held by Title Company shall be returned to Buyer if:

(A)      Buyer gives notice on or before the date set forth in Section 3.1 that the Due Diligence Condition
         has not been satisfied or waived or gives Seller written notice on or before the date set forth in
         Section 3.1 that the Due Diligence Condition will not be satisfied or waived; or
(B)      Buyer gives notice on or before the due date set forth in Section 3.2 that the Required Approvals
         Condition has not been satisfied or waived or gives Seller written notice on or before the date set
         forth in Section 3.2 that the Required Approvals Condition will not be satisfied or waived.

                    3.5   Buyer’s Obligations.

(A)      Buyer shall apply for and diligently proceed to obtain approval of an allocation of low income
         housing tax credits from CTCAC and shall provide Seller on a continuing basis information as to
         the status of its application to CTCAC. The Initial application under Subsection (A) shall be
         submitted no later than March 31, 2012.
(B)      Buyer, at its expense, shall apply for approval from HUD of the assignment and assumption of the
         existing Assistance Contract(s), approval of any new management agent and modification of the
         existing Use Agreement to become effective on the date of Closing. Buyer shall provide Seller on
         a continuing basis with information as to the status of its applications to HUD. The applications
         under Subsection (B) shall be submitted no later than May 1, 2012.

(C)      Buyer shall prepare a Schedule of Performance of all actions to be taken and the date of required
         performance commencing with the Effective Date including the due diligence period for removal
         of contingencies, submission of the applications and outside date of Closing.

(D)      Buyer agrees to assist and cooperate with Seller as to any tenant notices required as a result of the
         sale, and with any modifications to the Assistance Contract required by HUD.

(E)      Exemption From State Notice Requirements. Buyer will provide Seller with
         sufficient information, in the reasonable opinion of Seller’s counsel, to establish
         that the sale of the Property pursuant to this Agreement is exempt, pursuant to
         Sections 65863.13(b) and (c) of the California Government Code (“Government.
         Code”), from the state notice requirements as contained Sections 65863.10 and
         .11 of the Government. Code, as a project whose affordability is required to be
         maintained for at least 30 years

(F)      Notice of Sale to the Attorney General. Buyer will provide Seller with
         sufficient information, in the reasonable opinion of Seller’s counsel, to establish
         that this Agreement is an arm’s length transaction between unaffiliated parties in
         connection with the Seller’s giving the Attorney General of the State of California


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         the notice of sale required pursuant to Section 5913 of the California Corporations
         Code.

                                    SECTION 4. EARNEST MONEY.

                  Buyer will deposit $500,000 with the Title Company (the “Earnest Money Deposit”) on
or before the Effective Date of this Agreement, and $250,000 of the Earnest Money Deposit shall be
released to Seller by Title Company. An additional $250,000 will be released to Seller by Title Company
after Buyer's provision or waiver of the Due Diligence Notice within thirty (30) days of the Effective Date
of this Agreement. If the Title Company releases to Seller, in accordance with the terms of this
Agreement, funds constituting any portion of the Earnest Money Deposit, such funds shall become non-
refundable except upon Seller's default in Seller's obligations under this Agreement or to the extent
otherwise provided in this Agreement, including, but not limited to, Sections 7.3, 11.3 or 15.10.

                 The funds for the Earnest Money Deposit may be delivered to the Title Company in the
form of an ordinary bank check, as long as the check is honored when presented for payment or
collection. Buyer may direct Title Company to place the Earnest Money Deposit in an interest-bearing
account designated by Buyer. Any interest earned on the Earnest Money Deposit shall be added to and
become a part of the Earnest Money Deposit. The Earnest Money Deposit shall be credited to the
Purchase Price at Closing.

                                     SECTION 5. CLOSING DATE.

         The purchase and sale of Sale Property shall be closed through an escrow with Title Company by
July 29, 2012 (the "Closing Deadline"). Buyer may close this transaction earlier than July 29, 2012 as
long as Buyer gives Seller at least ten (10) days prior written notice of the intended date of Closing and
Seller is able to obtain the payoff statements for any existing loan(s).

        If Buyer has removed the contingencies in Paragraphs 3.1 and 3.2, Buyer may obtain two (2)
consecutive thirty (30) day extensions of the Closing Deadline by depositing an additional $25,000 per
extension in cash with Title Company and giving Seller written notice of each such extension on or before
the date the Closing Deadline would otherwise occur without each such extension. The funds for such
extension deposit may be delivered to the Title Company in the form of an ordinary bank check, as long
as the check is honored when presented for payment or collection. Each $25,000.00 payment hereunder
shall be released to Seller by the Title Company immediately upon deposit of the checks to the Title
Company. The amount of each such release shall be part of the Earnest Money Deposit credited to the
Purchase Price at close of escrow.

                     SECTION 6. INSPECTIONS AND INFORMATION DELIVERY.

                    6.1   Entry Prior to Closing.

(A)      During the period commencing on the Effective Date of this Agreement and continuing until the
         Closing, Buyer, its agents and representatives shall be entitled: (i) to enter onto the property
         during reasonable business hours to perform inspections and tests of the Property, including all
         leased areas (subject to the rights of the tenants and without interfering with the operations of the
         Property), and the environmental condition of the Property; and (ii) shall have the right to
         examine, during regular business hours at the Seller’s offices or at the Improvements, or cause the
         Seller to copy for the Buyer’s examination at the Buyer’s expense any and all books, records,
         leases, contracts and other documents, including, without limitation, environmental audits and
         assessments, toxic reports, surveys, and site plans maintained by Seller or its agents, employees or

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         contractors, relating to the Property. After making such tests and inspections, Buyer agrees to
         promptly restore the Property to its condition prior to such tests and inspections. Buyer agrees to
         indemnify, protect, hold harmless, and defend Seller, its directors, officers, employees, and agents
         from and against any and all liability, including without limitation (a) all foreseeable and
         unforeseeable consequential damages, directly or indirectly arising from any entry upon,
         inspection or testing of the property of the use, generation, storage, or disposal of hazardous
         materials by Buyer and (b) the cost of any required or necessary repair, remediation, removal,
         cleanup, or detoxification and the preparation of any closure or other required plans, to the full
         extent that such liability is attributable, directly or indirectly, to the presence or use, generation,
         storage, release, threatened release, or disposal of hazardous materials by any person on the
         property after the close of escrow. Buyer’s obligations under this indemnity shall survive the
         Closing. Buyer shall provide evidence of GCL insurance coverage for these activities naming
         Seller as a coinsured with an A, XV Best rated insurer with policy limits of not less than
         $1,000,000.
(B)      Buyer shall notify Seller, and get approval from Seller, at least 48 hours in advance of any entry
         on the Sale Property. Seller shall cooperate with Buyer's inspection and study efforts, including
         without limitation by giving any advance notices required for entry into apartment units and by
         unlocking doors or otherwise providing access where necessary. Buyer acknowledges the Seller
         cannot guarantee access into every unit.
(C)      For purposes of this Section 6, Buyer's agents include without limitation any appraiser, auditor,
         architect, engineer, surveyor, designer, contractor, property manager, or other person assisting
         Buyer with its evaluation of or preparation of plans for the Sale Property, and any person involved
         with Buyer's efforts to obtain financing or an investor. Buyer is responsible for the actions of its
         agents.
(D)      In the event that Closing does not occur, Buyer shall deliver copies of all third party reports to
         Seller, to the extent the terms of such reports do not prohibit or restrict such delivery.
(E)      If, under this Section, or under any other provision of this Agreement, Buyer seeks to physically
         enter any unit for any reason at any time, Buyer shall give Seller sufficient notice of said intent so
         that all Federal, State and Local laws and ordinances regarding notice to tenants of such entry may
         be given.

                    6.2   Books and Records.

                  Within fifteen (15) days of the Effective Date of this Agreement, Seller shall deliver to
Buyer full and complete copies of all Assistance Contracts, Audits, Existing Loan Security Documents,
Permits, Operating Contracts, Property Documents, Property Warranties that are in Seller's possession or
reasonably available to Seller, and that were not previously delivered to Buyer. While this Agreement is
in force, Buyer's employees and agents shall have the right to examine, during regular business hours at
the Seller’s offices or at the Improvements, or cause the Seller to copy for the Buyer’s examination at the
Buyer’s expense all books, records and other information in the possession of Seller or its property
manager concerning the Sale Property. While this Agreement is in force, Seller shall promptly, upon
Buyer request, provide Buyer full and complete copies of all rent rolls, operating statements, financial
statements and other reports or information concerning the Sale Property that are produced by the
property manager. If this Agreement terminates for any reason, Buyer agrees to return all materials
delivered to Buyer pursuant to this Agreement and as provided in Section 6.1(D). Buyer will furnish
Seller with a copy of any reports which Buyer obtains from a source other than Seller concerning all or
any portion of the Sale Property. Buyer acknowledges that any and all documents, books and records and
any other materials referred to herein are confidential and for the use only by Buyer, its lenders, attorneys
and accountants. Seller understands and acknowledges that some of Buyer's funding sources are public

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bodies, once Buyer submits documents to such public bodies, the documents may become public records.
Excluded from Buyers review are any income tax returns of Seller. To the extent Seller delays in
providing any documents, books, records and other materials to Buyer, Buyer's time periods for review,
approval or disapproval and performance shall be extended by a period of time equal to the Seller's
delays.

                                           SECTION 7. TITLE.

               7.1      Commitment. Within fifteen (15) days after the Effective Date of this
Agreement, Buyer shall cause Title Company to deliver to both Buyer and Seller a preliminary
commitment for title insurance covering the Real Property.

                 7.2     Condition of Title. Subsequent to the Effective Date, the Seller shall not place
any further encumbrances on any of the Real Property that will not be removed on or before Closing. On
or before Closing, Seller shall also do all things required by Title Company or HUD for the removal of the
following:

(A)      any exceptions pertaining to the authority of Seller to convey the Sale Property to Buyer; and
(B)      any deeds of trust, mortgages, security agreements and assignments, financing statements,
         judgment liens, mechanics or material man’s liens, tax liens, assessments, delinquent real and
         personal property taxes and all other monetary liens against the Sale Property, and items which
         are prorated or credited to Buyer on Closing.

        Unless Seller agrees otherwise in writing, all title exceptions that this Section 7.2 does not require
Seller to remove, current property taxes and assessments (which shall be prorated on Closing), any
matters disclosed by any existing survey delivered by Seller under Section 6.2 or any new survey obtained
by Buyer, any matters arising through Buyer, and all other matters of record as of the date hereof shall be
deemed permitted exceptions (“Permitted Exceptions”).

                  7.3    Title Objections. If any Permitted Exception is unsatisfactory to Buyer, Buyer's
sole remedy is to not satisfy or waive the Due Diligence Condition. If any Permitted Exception (other than
a matter revealed by any new survey or survey update obtained by Buyer after the Due Diligence Date) is
first disclosed to Buyer after waiver or satisfaction of the Due Diligence Condition, Buyer shall have
fifteen (15) days after written disclosure of each such item to give Seller written notice rescinding its
previous waiver or satisfaction of the Due Diligence Condition. If Buyer so rescinds its previous waiver or
satisfaction of the Due Diligence Condition, this Agreement shall automatically terminate, and the Earnest
Money Deposit shall be returned to Buyer. If any Permitted Exception (other than a matter revealed by
any new survey or survey update obtained by Buyer after the Due Diligence Date) is first disclosed to
Buyer within fifteen (15) days of the Closing Deadline, the Closing Deadline shall be extended until the
fifteenth (15th) day after such item is first disclosed to Buyer, unless cured prior to that time. Under no
circumstance is Seller obligated to remove any Permitted Exception.

                 7.4     Title Policy. Closing shall be conditioned upon Title Company issuing or
committing to issue to Buyer a CLTA standard coverage owner's policy of title insurance in the amount of
the Purchase Price. The policy shall insure that a fee interest in the Real Property is vested in Buyer free
and clear of all matters, except the Permitted Exceptions, and matters excluded from coverage by the
printed exceptions and exclusions contained in the form of title insurance policy required hereby. If
Buyer desires to obtain an extended coverage owner's or lender's policy of title insurance, then:




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(A)      Seller shall provide any affidavit, certification or other such instrument ordinarily required by
         Title Company in connection with such policy;
(B)      it shall be Buyer's responsibility and at Buyer’s cost to obtain any new survey or survey update
         required by Title Company for issuance of such policy, provided that the lender and the investor
         must approve the survey as a condition of the refinancing and Seller shall act in good faith to
         remove or correct any survey objection raised by the lender and/or the investor;
(C)      Seller shall not be required to incur any cost or expense with respect to the condition of title or
         survey objections, other than nominal costs incurred by it in its duty to cooperate and act in good
         faith. If Buyer is unable or unwilling to incur the cost or expense, Buyer’s sole remedy shall be to
         waive the condition or terminate this Agreement.

                 7.5      Costs. Seller shall pay the cost of a CLTA standard owner's policy of title
insurance in the amount of the Purchase Price. Buyer shall be responsible for any additional title
insurance charges for extended coverage owner's insurance and any other endorsements or loan policies
required by Buyer, or any lender, the cost of any new survey or survey update required in connection with
such insurance, and any other title or escrow charges. If the subject transaction fails to close for any
reason, Buyer shall pay any charges for the preliminary commitment required by Section 7.1. Seller shall
be solely responsible for paying off the Existing Loans and the accrued payables as of the Closing and
shall pay for any use, sales, or transfer taxes or fees as a result of the sale of the property.


                               SECTION 8. PROPERTY OPERATIONS.

While this Agreement is in force, Seller shall:

(A)      continue to operate and maintain the Sale Property in the manner that it is presently being
         operated and maintained, except as otherwise required or permitted under the terms of this
         Agreement;

(B)      pay in the normal course of business, and in any event prior to Closing, all sums due for work,
         materials or services furnished or otherwise incurred in connection with the ownership and
         operation of the Sale Property prior to Closing;

(C)      refrain from entering into any new Operating Contract without Buyer's prior written consent,
         which shall not be unreasonably withheld, that will survive Closing and that is not terminable on
         thirty (30) days notice or less, without cause and without payment of any penalty or premium;

(D)      refrain from materially amending, modifying or extending any existing Operating Contract
         without Buyer's prior written consent, which shall not be unreasonably withheld, unless such
         Operating Contract is terminable on thirty (30) days notice or less, without cause and without
         payment of any penalty or premium;

(E)      maintain the Sale Property in substantially the same physical condition as exists on the date of this
         Agreement, other than (i) normal wear and tear and (ii) damages due to casualty;

(F)      refrain from entering into, modifying, extending or renewing any Lease without Buyer's prior
         written consent, which shall not be unreasonably withheld, other than tenant leases, extensions
         and renewals which have terms of twelve months or less and which are consistent with current
         rental levels and other leasing practices at the Sale Property;


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(G)      Maintain current amounts of fire, extended coverage, hazard and other insurance for the Sale
         Property;

(H)      Refrain from any sale, assignment, disposition or encumbrance of the Sale Property;

(I)      refrain from any default under any material contract, agreement or obligation with respect to the
         Sale Property;

(J)      refrain from modifying or amending the terms or conditions of the Existing Loans or any of the
         Existing Loan(s) Security Documents in any manner that would adversely affect the transaction
         contemplated herein;

(K)      refrain from terminating, amending or modifying the Assistance Contract without the consent of
         the Buyer, which shall not be unreasonably withheld; and

(L)      notify Buyer, that to the best knowledge of the Seller, of any residents that as of the Effective
         Date have annual incomes totaling more than 60% of the Norwalk Area Median Income as
         defined by Section 42 of the Code. If new tenants move in during the escrow period after the Due
         Diligence period of Section 3.1 the Buyer will have the right to approve the income status of any
         such new tenant.

                                SECTION 9. CLOSING PROCEDURES.

                 9.1     Deliveries at Closing. Except as otherwise provided herein, Buyer and Seller
shall deposit with Title Company all funds, documents and instruments required under this Agreement to
be delivered to the other Party at Closing. All funds required for Closing shall be deposited with Title
Company by wire transfer of immediately available federal funds no later than 11:00 A.M. local time at
least one (1) day prior to the actual Closing date. On or before Closing, Seller shall sign, acknowledge
where appropriate, and deliver to Title Company for recording or delivery to Buyer the following:

(A)      a grant deed for the Sale Property in form and content to be attached as Exhibit B;

(B)      a Bill of Sale for the Sale Property in form and content of Exhibit C;

(C)      a general assignment in form and content of Exhibit D;

(D)      an assignment of all rental agreements in form and content of Exhibit E;

(E)      a certification in form and content of Exhibit F stating that Seller is not a foreign person within
         the meanings of Sections 1445 and 7701 of the Internal Revenue Code, stating that no
         withholding is required under California Revenue and Taxation Code Sections 18662; and stating
         that all of the representations and warranties set forth in Sections 11.1 and 11.2 are then true and
         correct, except for any matters disclosed to Buyer pursuant to Section 11.3.

(F)     assignment(s) of the existing Assistance Contract(s) signed by Seller and Buyer and approved in
writing by HUD.

(G)       to the extent required by HUD, a recordable Use Agreement with HUD continuing certain
conditions with respect to occupancy and rents presently existing under its HUD 236 loan.



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None of the foregoing documents shall be recorded or delivered to Buyer until Closing Agent or Title
Company has received all funds required from Buyer under this Agreement, and authorization to apply
such funds in accordance with the terms of this Agreement. On Closing, Seller shall cause the property
manager for the Sale Property to turn over to Buyer or its designee all Leases, Operating Contracts,
Permits and Property Documents not previously delivered to Buyer or its designee.

                  9.2     Closing Costs. Seller shall pay any taxes as set forth in Section 10.3. Seller and
Buyer shall each fifty percent (50%) of title company escrow, document preparation, recording and other
fees. Buyer shall pay for the costs of any title insurance beyond the cost of the CLTA owner's policy that
will be paid for by Seller. .

                9.3      Standard Escrow Instructions. Seller and Buyer shall sign and deliver to Title
Company any instructions requested by Title Company for purposes of handling the Earnest Money
Deposit and/or Closing the transaction subject hereof, as long as such instructions are not inconsistent
with the terms of this Agreement. Title Company shall be responsible for reporting the Closing to the
Internal Revenue Service pursuant to Section 6045 of the Internal Revenue Code. Seller and Buyer shall
each pay one-half (1/2) of any charges requested by the Title Company for acting as Escrow Holder.

                 9.4     Possession. Subject to the rights of tenants under Leases, Seller shall deliver
possession of the Sale Property to Buyer on Closing.

                    SECTION 10. CLOSING PRORATIONS AND ADJUSTMENTS.

                  10.1 General. Except as otherwise provided herein, all Assistance Contract payments,
rents and any other income, real and personal property taxes and assessments, Operating Contract charges,
utilities, fees for transferable licenses and permits (if any), and all other items of income or expense
pertaining to the operation of the Sale Property shall be prorated or adjusted between Seller and Buyer as
of midnight of the day immediately preceding Closing. Except as otherwise provided herein, the Parties
intend that Seller receive the benefit of all income and pay or credit against the Purchase Price all
expenses of the Sale Property prior to the Closing and that Buyer receive all income and pay all expenses
of the Sale Property from and after the Closing.

                  10.2 Leases. Rents and payments under the Assistance Contract for the month during
which Closing occurs shall be prorated based upon actual collections by Seller. Payments pursuant to the
Assistance Contract received by Buyer after Closing shall be prorated as of the date of Closing and
credited to Seller in the same manner that amounts received directly from a tenant or former tenant as is
set forth below in this Section. Buyer shall also receive a credit against the Purchase Price for all amounts
which Seller or its predecessors received for any rental period after the month of Closing. On Closing,
Seller will transfer all tenant security deposits and interest accrued thereon to Buyer. The tenant security
deposits are the property of the tenants and are not credited toward the Purchase Price. Any delinquent
rents and any additional amounts otherwise due Seller from tenants on Closing shall remain the Property
of Seller, and Seller may pursue whatever legal means are available to collect such amounts after Closing.
Buyer shall apply or disburse any payment that Buyer receives from a tenant or former tenant with an
outstanding balance due Seller as follows:

(A)      first, Buyer shall apply such payment against any outstanding amount then due Buyer from such
         tenant; and

(B)      second, Buyer shall promptly remit to Seller any remaining balance of such payment.



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                10.3 Taxes. On Closing, Seller shall either pay in full or give Buyer a credit against
the Purchase Price for the full amount of:

(A)      all real and personal property taxes assessed or levied against the Sale Property for any calendar
         year, fiscal year or other taxing period that ends before Closing;
(B)      any delinquent installments of liens, levies and assessments (each an "Assessment") which are
         related to specific improvements or facilities; and
(C)      any taxes that result as of the sale and or transfer of the Sale Property.

On Closing, the portion of the real and personal property taxes, and Assessment installments on the Sale
Property for the current tax or installment period shall be prorated on the basis of the number of days that
have elapsed from the first day of the current period to and including the day before Closing, whether or
not the same is payable prior to Closing. If the actual or final bill for any period in question is not
available at Closing, then rates, mileages and assessed valuation of the previous period, with any known
changes, shall be used for the Closing pro-ration, and such tax or Assessment shall be re-prorated between
the Parties after Closing when the bill for the actual and final amount of tax or Assessment installment
becomes available.

                    10.4   Expenses.

(A)      Seller shall use its best efforts to arrange for a billing as of the day before Closing for all utilities
         and other services for which the charges or fees are based on usage or specific services rendered
         and/or materials supplied, and shall pay the resultant bills through the Closing escrow. If it is not
         practical to obtain a measurement of usage and/or statement of services or materials furnished to
         the Sale Property as of the day before Closing, Seller and Buyer shall prorate and adjust such
         items outside of escrow as the necessary bills and statements are received, on the basis of the
         average daily usage, services and/or materials for the billing or statement period that includes the
         date of Closing, unless some other pro-ration is more appropriate given facts then known about
         specific usage, services or materials. Seller shall receive a credit for any deposits Seller has with
         any utility company or provider that will not be released to Seller on or within a reasonable period
         after Closing.

(B)      If there is any fuel oil stored at the Real Property, Seller shall receive a credit for the value of the
         fuel oil stored at the Property as of Closing based upon the price charged by the Seller's supplier
         as of the date of the delivery of such fuel. In such case, Seller shall cause the provider of such fuel
         oil to measure the amount of fuel oil in the tanks on the date of Closing or the immediately
         preceding business day, and such measurement shall be conclusive for purposes of this
         adjustment.

                    10.5   Items Not Prorated.

(A)      Buyer shall not assume any employee obligations incurred by Seller and there shall not be any
         pro-rations at Closing for salaries, vacations or other employee benefits, all of which shall be the
         Seller's sole responsibility. Notwithstanding the foregoing, any employees residing in an
         apartment at the Real Property without payment of rent or that pays a reduced or discounted
         monthly rent may continue to occupy such apartment for the same rent, if any, through the end of
         the month in which the Closing Deadline occurs.




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(B)      All amounts due or payable under the current management contract for the Sale Property shall be
         the sole responsibility of Seller, and such contract shall be terminated at Closing at no cost or
         expense to Buyer.

(C)      Unless the Parties subsequently agree otherwise in writing and subject to Section 15.11 (regarding
         casualty losses), (i) Seller's insurance policies shall not be assigned to Buyer at Closing, (ii) there
         will be no pro-ration of the cost of such policies, and (iii) Seller may cancel such policies on
         Closing and collect for its own account any refunds due or available as a result of such
         cancellation.

                  10.6 Written Statements. On the third business day prior to Closing, Seller shall give
Buyer a written estimate (the "Pro-ration Statement") of the pro-rations, credits and payments required by
this Section 10. On the date of Closing, Seller shall update the Pro-ration Statement to reflect any
additional revenues, deposits, and expense information received by Seller after the preparation of the
initial Pro-ration Statement. Seller shall also furnish Buyer with any reasonable supporting documentation
for the Pro-ration Statement that is requested by Buyer.

                 10.7 Reserves and Accounts. Subject only to HUD approval, the balance in the
Replacement Reserve account, any residual receipts or similar account, any operating accounts, and any
impounds for taxes and insurance held by the holder(s) of the Existing Loans at the Closing shall be
released to Seller and not credited to the Purchase Price.

                 10.8 Post Closing Adjustments and Audits. If any of the pro-rations, credits or other
adjustments made on Closing is subsequently found to be inaccurate or incomplete, the Parties shall
promptly make such payments (either to one another or to any third party with an outstanding balance
due) as are needed to correct the inaccuracy or omission. Seller and Buyer shall cooperate with one
another and provide each other with access to any records or information required by the other to obtain
audited financial statements for the year or any portion thereof during which Closing occurs.

                 10.9 Buyer Assumption. On Closing, Buyer shall be deemed to have assumed all
future obligations under the Assistance Contract and the Operating Contracts, which assumption shall
survive the actual Closing. Buyer shall indemnify Seller from and against each obligation of Seller for
which, and to the extent that, funds have been transferred or credit has been given to Buyer at Closing,
and Seller shall indemnify Buyer from and against each obligation of Seller for which, and to the extent,
funds have been received or credited to Seller at or prior to Closing.

                                       SECTION 11. WARRANTIES

                 11.1 Seller's Closing Representations. As of the date of this Agreement and as of the
date of Closing, Seller represents and warrants to Buyer as follows:

(A)      Authority. Seller has the full right and authority to enter into this Agreement and to consummate
         the transactions contemplated herein. Each of the persons executing this Agreement is authorized
         to do so. The signature of no other person or entity is required in order to validate the execution
         of the Agreement by the signatories on behalf of Seller. This Agreement does not violate the
         provisions of any Agreement to which Seller is a party.

(B)      Ownership. Seller is the legal and equitable owner of the Sale Property. Seller has not granted any
         option or rights of first refusal to third parties to acquire or purchase any interest in any of the
         Sale Property that may impede Seller's performance under this Agreement or remain outstanding
         after the Closing.

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                                                                               RE: Norwalk Christian Towers



(C)      Intentionally deleted

(D)      Personal Property. The Personal Property shall be conveyed to Buyer at Closing free and clear of
         any liens or encumbrances.

(E)      Existing Agreements. A complete list of all Operating Contracts and complete copies of all such
         items (including all amendments, extensions and other modifications) shall be delivered to Buyer
         pursuant to Section 6.2.

(F)      Tax Payments. As of Closing, Seller will have paid all taxes, Assessment installments, and other
         governmental charges, including without limitation business, occupation, and local taxes imposed
         by law upon the Sale Property or Seller, and those arising in connection with this sale, which are
         due and payable or which accrue prior to Closing, except and to the extent that any such items are
         prorated and/or credited at Closing pursuant to Section 10.3.

                  At Buyer's option, Closing is conditioned upon the representations and warranties set
forth in this Section 11.1 continuing to be true and correct as of Closing.

                11.2 Seller's Current Representations. Except for matters that may be disclosed in
any of the materials which Seller or its agents have previously furnished to Buyer or which are furnished
to Buyer before the Due Diligence Date, Seller represents and warrants to Buyer, as of the date of this
Agreement, as follows:

(A)      Financial Information. To the best of Seller's actual knowledge, all financial statements furnished
         to Buyer pursuant to Section 6.2 have been or will be prepared in accordance with generally
         accepted accounting principles applied on a consistent basis, and present or shall present fairly, in
         all material respects, the financial condition of the Sale Property for the periods described therein.
         To Seller's actual knowledge, all rent rolls furnished to Buyer pursuant to Section 6.2 are accurate
         and complete, in all material respects.

(B)      Bankruptcy. There is no attachment, execution or assignment for the benefit of creditors or
         voluntary proceedings in bankruptcy or under other debtor relief law pending, or (to the best of
         Seller's knowledge) contemplated or, threatened against Seller, or otherwise affecting all or any of
         the Sale Property.

(C)      Litigation. Except for tenant evictions, rent collections, matters covered by Seller's liability
         insurance policy, and other similar proceedings in the ordinary course of business, there are no
         actions or other proceedings before any court, administrative agency or other governmental
         authority, or before any private arbitration tribunal, relating to any of the Sale Property or Seller.
         To the best of Seller's knowledge, no investigations are pending or actions or other proceedings
         are threatened against Seller or the Sale Property. Except for matters contained in the Permitted
         Exceptions, there exists no order or decree of any court, administrative agency or other
         governmental authority, or of any private arbitration tribunal, enjoining Seller from or requiring
         Seller to take any action of any kind relating to the Sale Property, or by which Seller or any of the
         Sale Property could be bound.

(D)      Legal Compliance. To the best of Seller's actual knowledge, the use of the Sale Property and
         construction of all Improvements complies with all recorded building and use restrictions, as well
         as with all applicable laws, codes, ordinances and regulations of any governmental body or
         administrative agency. To the best of Seller's actual knowledge, there are no permits, licenses or

                                                      13
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                                                                               RE: Norwalk Christian Towers


         consents currently required by any governmental authority in connection with the use and
         occupancy of the Sale Property, except those previously delivered to or obtained by Seller or its
         predecessor in interest. Seller has received no notice of any failure or alleged failure of any of the
         Sale Property to comply with any applicable governmental requirements in respect of the use,
         occupation and construction thereof, including but not limited to environmental, zoning, platting
         and other land use requirements which have not been heretofore corrected to the satisfaction of
         the appropriate governmental authority, and Seller has received no notice of and has no
         knowledge of any violations or investigations relating thereto.

(E)      Insurance Notices. Seller has not received advice from any insurer of any of the Sale Property or
         any part thereof requesting any improvements, alterations, additions, corrections or other work in,
         on or about the Sale Property.

(F)      Condemnation. Seller has not received any notice and has no knowledge of any pending or
         threatened condemnation or similar proceeding affecting any of the Sale Property, or any pending
         public improvements in or adjoining any of the Sale Property that could in any manner affect any
         of the Sale Property.

(G)      Labor Matters. There are no union contracts and no un-funded pension obligations concerning
         Seller's or, to Seller's knowledge, the property manager's employees engaged at the Sale Property.

(H)      Defaults. To the best of Seller's actual knowledge, the Permitted Exceptions and Operating
         Contracts are free from default by Seller and all third parties, and there is not now any state of
         facts or circumstances or events which after notice, or lapse of time, or both, would constitute or
         result in a default by Seller or any third party under or related to the Permitted Exceptions or
         Operating Contracts.

(I)      Assessments. To the best of Seller's actual knowledge, there are no Assessments against the Sale
         Property, other than as should be shown in the title commitment required by Section 7, and none
         are threatened against all or any part of the Sale Property.

(J)      Property Taxes. Seller has received no notice of any proposed increase in the assessed valuation
         of any of the Sale Property.

(K)      Post Closing HUD Section 8 Assistance Contract Payments To Seller. Seller acknowledges the
         obligation to pay Buyer the amount of any assistance payments received from HUD pursuant to
         the Assistance Contract after the Closing date.

(L)      HUD Required Audits. The Assistance Contract identified in (K) above requires that the owner
         provide annual audited financial statements to the Secretary. The Seller hereby agrees, consents
         and warrants that it has or will have prepared and filed with the HUD Real Estate Enforcement
         Center a HUD compliant audit for all years that the Seller has owned the Property, including any
         periods that are shorter than a full fiscal year, up to the date of the Closing. Seller will provide
         Buyer with a copy of the audit prepared for the period up to the date of the Closing within ninety
         (90) days of the Closing.

(M)      Hazardous Substances.

      1) To the best of Seller’s actual knowledge all information in Seller's possession concerning
         Hazardous Substances on, below or around the Real Property has previously been given to Buyer
         or shall be delivered to Buyer pursuant to Section 6.1. To the best of Seller's actual knowledge

                                                      14
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                                                                           RE: Norwalk Christian Towers


         there has not occurred any destruction, disposal or storage on the Real Property of any Hazardous
         Substance, nor to the best of Seller's actual knowledge does any such Hazardous Substance exist
         on, in, or beneath the Real Property.

      2) Seller has not received any notice of any pending proceeding or inquiry by any government
         authority with respect to the presence of any Hazardous Substance on, in or under, or the release
         of any Hazardous Substance from the Real Property or from any real property adjoining or
         adjacent to the Real Property.

      3) For purposes of this Section, "Hazardous Substance" means petroleum, petroleum products,
         natural or synthetic gas, asbestos, urea formaldehyde, radon gas, polychlorinated bi-phenyls, and
         all other substances or materials which may be hazardous to the health or safety of any person,
         including any substance which as of the date of Closing is regulated under any federal, state or
         local statue, ordinance, rule, regulation or other law relating to environmental protection,
         contamination or cleanup. The term “Hazardous Substance” excludes material commonly or
         generally used for purposes of cleaning and maintenance in apartment projects when used in
         accordance with manufacturers' and suppliers' instructions, standard industry practice and all
         applicable legal requirements.

         As used herein, “to Seller’s knowledge” and phrases of similar import means the actual
         (not constructive and without attribution) conscious knowledge, without undertaking, and
         without any duty to undertake, any investigation or inquiry, of Robert Langley which
         individual is a principal of Seller. It is expressly agreed and understood, that in no event
         whatsoever shall Buyer be entitled to bring any action(s) for damages or otherwise
         against such individual. The foregoing sentence shall not prevent Buyer from bringing an
         action against the Seller in situations involving allegations of fraud and negligent
         misrepresentation. In the event Seller or Buyer should become aware of any facts or
         circumstances prior to the Closing Date that should render any of Seller’s representations
         and warranties no longer accurate, the Party first becoming so aware shall promptly notify
         the other Party in writing, whereupon Buyer shall have the right, as its sole and exclusive
         remedy, to terminate this Agreement by written notice to Seller and Escrow Holder
         delivered within nine (9) business days after first becoming aware of such facts, in which
         case this Agreement shall terminate (and the Deposit shall be returned to Buyer). This
         paragraph shall supersede any inconsistent provision of this Agreement

                11.3    Additional Information. Seller represents and warrants that Seller will give
Buyer written notice (a "Warranty Notice") if Seller becomes aware of any information, facts or
circumstances or receives any notice or other item after the Effective Date of this Agreement, which
would constitute a material breach of any of Seller's representation or warranties under Section 11.1 or
11.2 if known to or in the possession of Seller on the Effective Date of this Agreement, and include a
copy of any relevant documentation with such notice. If Seller gives Buyer a Warranty Notice after
Buyer's satisfaction or waiver of the Due Diligence Condition, then Buyer may elect to terminate this
Agreement by giving Seller written notice of such election within fifteen (15) days after receipt of the
Warranty Notice, in which case the Earnest Money Deposit shall be returned to Buyer. Buyer shall be
deemed to have waived any claims under Section 11.1 and 11.2 that are based upon any fact or
circumstance disclosed by a Warranty Notice or in any materials accompanying such Warranty Notice if:

(A)      the Warranty Notice is given prior to Buyer's satisfaction or waiver of the Due Diligence
         Condition and Buyer subsequently satisfies or waives the Due Diligence Condition; or


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                                                                             RE: Norwalk Christian Towers



(B)      the Warranty Notice is given after Buyer's satisfaction or waiver of the Due Diligence Condition
         and Buyer fails to give Seller a written termination notice within fifteen (15) days.

                  If any Warranty Notice is given to Buyer less than fifteen (15) days prior to the Closing
Deadline, the Closing Deadline, may at Buyer's sole option, be extended by one calendar month unless
cured prior to said date.. Notwithstanding anything herein to the contrary, Seller shall not be required to
issue a Warranty Notice on account of any information, facts or circumstances that are first brought to
Seller's or its property manager's attention by Buyer or any of its employees or agents. However, after
satisfaction or waiver of the Due Diligence Condition, Buyer may elect to terminate this Agreement by
giving Seller written notice of such election within fifteen (15) days after receipt of any such information,
fact or circumstance and Seller shall immediately release any Earnest Money Deposits made by Buyer and
return and any Earnest Money Deposits received by Seller pursuant to this Agreement.

                11.4 Buyer's Warranties. As of the date of this Agreement and as of the date of
Closing, Buyer represents and warrants to Seller as follows:

(A)      Organization, Standing. Prior to Closing, Buyer or Buyer's Assignee shall be duly organized,
         validly existing and in good standing under the laws of the state, county, district or municipality
         where it was organized. On or before Closing, Buyer or its assignee hereunder shall be duly
         qualified to do business in the state where the Sale Property is located.

(B)      Authority. The person or persons executing this Agreement on behalf of Buyer have full power
         and authority to enter into this Agreement on behalf of Buyer and no further corporate action is
         necessary on the part of Buyer to make this Agreement binding upon Buyer in accordance with its
         terms.

                    11.5   As-Is Sale.

(A)      Except for the express agreements, warranties and representations contained in this Agreement,
         Buyer is not relying on any agreements, representations or warranties by Seller or any broker,
         agent, employee or other representative of Seller. Except as specifically set forth herein, Seller
         makes no representation or warranty whatsoever regarding the completeness, content or accuracy
         of any materials supplied or prepared by any third party. Buyer shall make such inspections and
         conduct such inquiries as Buyer deems appropriate concerning the Sale Property prior to waiving
         or satisfying the Due Diligence Condition. Except as expressly set forth in this Agreement, the
         sale of the Sale Property to Buyer is on an AS-IS, WHERE-IS basis.

(B)      Except for any Claims arising out of any breach of an express agreement, representation or
         warranty set forth in this Agreement, Buyer for itself and its members, partners, employees,
         agents, representatives, affiliates, successors and assigns, hereby releases and forever discharges
         Seller and its partners, employees, agents, representatives, successors and assigns from any and
         all Claims which Buyer and any of its members, partners, employees, agents, representatives,
         affiliates, successors and assigns has or may have in the future, arising out of the physical,
         environmental, economic or legal condition of the Sale Property or any matter related thereto.
         With reference to all Claims, Buyer waives the provisions of Civil Code Section 1542 reading as
         follows:

                “A general release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the release, which if known by him must have materially
affected his settlement with the debtor.”

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                                                                             RE: Norwalk Christian Towers



                11.6 Survival After Closing. If Closing occurs, the representations, warranties and
agreements of the Parties set forth herein shall survive Closing for a period of 1 year. No breach or alleged
breach of any representation, warranty or agreement set forth in this Agreement shall impose liability
upon Seller more than 1 year after the date when Closing occurs.

                                      SECTION 12. TAX MATTERS.

                  12.1 General. Except as specifically set forth in Section 11, no Party has made or is
making any representation to the other concerning any of the tax effects of the transactions provided for in
this Agreement. No Party shall be liable for or in any way responsible to any other Party because of any
tax effect resulting from the transactions provided for in this Agreement, unless there is a breach of any
representation or warranty set forth in Section 11.

                 12.2 Buyer's 1031 Exchange. Seller acknowledges that Buyer may acquire the Real
Property as part of a tax deferred exchange under Section 1031 of the Internal Revenue Code and agrees
to cooperate with Buyer to facilitate an exchange, provided that all costs and expenses related to such
exchange are borne by Buyer and that such tax deferred exchange shall not delay Buyer's performance
hereunder or the Closing unless approved in writing by Seller. In order to effectuate the exchange, Buyer
may assign this Agreement to an exchange intermediary of Buyer's choice prior to or at Closing and Seller
hereby consents to any such assignment but no such assignment shall release Buyer from any liability
under this Agreement.

                                        SECTION 13. REMEDIES.

                    13.1   Seller Remedies.

(A)      If the transaction subject of this Agreement does not close because of a default by Buyer, Seller's
         sole and exclusive remedy shall be to terminate this Agreement, and collect and retain the Earnest
         Money Deposit as liquidated damages for the failure to close the transaction. The actual damages
         Seller would suffer by reason of Buyer's default are difficult to establish. The liquidated damages
         provided herein are a reasonable estimate of the actual damages Seller will suffer if the
         transaction does not close because of Buyer's default. Seller hereby releases any right to specific
         performance of Buyer's purchase under this Agreement and any right to recover actual or
         consequential damages resulting from Buyer's failure to close the purchase of the Sale Property.

(B)      In addition to liquidated damages as provided herein, Buyer shall also pay all costs and expenses
         incurred by Seller to obtain the Earnest Money Deposit (including attorneys' fees as provided in
         Section 15.4) if Seller becomes entitled to the Earnest Money Deposit and Buyer fails to promptly
         confirm to Title Company in writing that the Earnest Money Deposit may be released to Seller.
         Nothing herein shall prevent Seller from enforcing Buyer's obligations under the immediately
         preceding sentence or under Section 6. Buyer's obligations under Section 6 shall survive any
         termination of this Agreement, regardless of whether the Earnest Money Deposit is forfeited.

                                           SECTION 14. INDEMNIFICATION.

                    14.1   Indemnification by Seller. Seller shall indemnify Buyer from:

(A)      any Claim arising from the breach of any express warranty or representation, or non-fulfillment of
         any agreement on the part of Seller under this Agreement; and


                                                     17
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                                                                             RE: Norwalk Christian Towers


(B)       any Claim relating to Seller or the Sale Property that arises or takes place prior to the Closing,
          except to the extent Buyer is required to indemnify Seller under Section 6.1.

                    14.2    Indemnification by Buyer. Buyer shall indemnify Seller from:

(A)    any Claim arising from the breach of any express warranty or representation, or non-fulfillment of
       any agreement on the part of Buyer under this Agreement, and any action giving rise to Buyer's
       duty to indemnify Seller under Section 6.1; and
(B)    any Claim relating to Buyer or the Sale Property that arises or takes place after Closing and for
which Seller is not otherwise responsible or liable for under the terms of this Agreement.

                                     SECTION 15. MISCELLANEOUS.

                 15.1 Notices. Except as otherwise specifically set forth herein, any demand, request or
notice which either Party desires or may be required to make or deliver to the other shall be in writing and
shall be: (a) personally delivered with a delivery receipt, (b) delivered by private courier service with a
delivery receipt; (c) delivered by USPS certified mail, return receipt requested, or (d) delivered by
electronic facsimile transmittal with delivery confirmation, with same day sending of a confirming notice
by method (a), (b) or (c). Delivery shall be effective as of the date shown on the delivery receipt or
confirmation as the date of delivery, the date delivery was refused, or the date the item was returned as
undeliverable. Demands, requests, notices and other such items given under this Agreement shall be
addressed or transmitted as follows:


      To Seller:            Robert Langley,
                            President
                            Norwalk Christian Towers, a California Non Profit Corporation
                            14141Clarkdale Avenue
                            Norwalk, CA 90650
                            Fax: 949-861-6898
                            Phone: 562-868-0711
      ]

      With a Copy to:      Michael M. Stein, Esq.
                            Michael M. Stein, Inc., a P.C.
                            18757 Burbank Blvd., Suite 102
                            Tarzana, CA 91356
                            Phone: (818) 774-1200
                            Fax (818) 774-1400

      And a Copy to:        John L. Nguyen
                            Vice President
                            Marcus & Millichap
                            19800 MacArthur Blvd., Suite 150
                            Irvine, CA 92612
                            Phone: (949) 419-3244
                            Fax: (949) 861-6898

      To Buyer:             Ms. Pat Whitaker
                            Chief Executive Officer
                            Irvine Housing Opportunities, Inc.

                                                      18
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                                                                             RE: Norwalk Christian Towers


                         Managing General Partner
                         Norwalk Preservation Limited Partnership
                         2192 Dupont Drive, Suite105
                         Irvine, CA 92612
                         Phone: (949)863-9740
                         Fax: (949) 863-9746

    With Copy to:        M David Kroot
                         Goldfarb & Lipman
                         1300 Clay St., 11th Floor
                         Oakland, CA 94612
                         Tel: (510)-836-6336
                         Fax: (510) 836-1035

    To Buyer:            William Szymczak, Manager
                         Norwalk Preservation Partners LLC,
                         Administrative General Partner
                         Norwalk Preservation Limited Partnership
                         c/o Preservation Partners Development
                         21515 Hawthorne Blvd. Suite 125
                         Torrance, CA 90503
                         Tel: (310)802-6671
                         Fax: (310)802-6680

   With Copy to:         Paul A. Renno, Esq.
                         Levy, Levy and Levy
                         900 Larkspur Landing Circle, Suite 275
                         Larkspur, CA 94939
                         Tel: (415) 461-4900
                         Fax: (415) 461-4994

or to such other address or facsimile number and person as either Party may notify the other by like
written notice.

                 15.2   Entire Agreement. This Agreement contains the entire understanding between
the Parties and supersedes any prior understandings and agreements between them respecting the subject
matter hereof. There are no other representations, agreements, arrangements or understandings, oral or
written, between and among the Parties hereto or any of them, relating to the subject matter of this
Agreement. No amendment of or supplement to this Agreement shall be valid or effective unless made in
writing and executed by the Parties hereto.

                 15.3    Construction. Any background paragraphs at the beginning of this Agreement
and the section headings throughout this Agreement are for convenience and reference only, and the
words contained in them shall not be held to expand, modify, amplify or aid in the interpretation,
construction or meaning of this Agreement. All pronouns and any variations thereof shall, be deemed to
refer to the masculine, feminine, neuter, singular or plural as the identification of the person or persons,
firm or firms, corporation or corporations may require. "Person" shall mean an individual, firm,
association, corporation, trust or any other form of business or legal entity. The location adverbs "herein",
"hereunder", "hereto", "hereby", "hereinafter", etc., whenever the same appear in this Agreement, mean
and refer to this Agreement in its entirety and not to any specific section or subsection hereof. All Parties


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                                                                              RE: Norwalk Christian Towers


hereto have been represented by legal counsel in this transaction and accordingly hereby waive the
general rule of construction that an agreement shall be construed against its drafter.

                  15.4 Attorneys' Fees. In the event of litigation or arbitration between the Parties
hereto, declaratory or otherwise, in connection with or arising out of this Agreement, the prevailing Party
shall recover its costs, including experts' fees, and reasonable attorneys' fees, including for appeals, which
shall be determined and fixed by the court or arbitration as part of the judgment. For purposes of this
Agreement, the term “attorneys’ fees” or “attorneys fees and costs” shall mean the fees and expenses of
counsel to the Parties hereto, which may include printing, photo stating, duplicating and other expenses,
air freight charges, and fees billed for law clerks, legal assistants and other persons not admitted to the bar
but performing services under the supervision of an attorney.

                15.5 Binding. This Agreement shall inure to the benefit of and be binding upon the
heirs, personal representatives, successors and assigns of the Parties hereto, but no assignment shall
release Buyer from liability for any of its obligations under this Agreement.

                 15.6 Time. Time is of the essence in each and every covenant and condition of this
Agreement. Any reference herein to "days" means consecutive calendar days. If any time period for
satisfying or waiving a condition or Closing this transaction or taking any other action required or
permitted hereunder expires on a weekend day or a day which is a legal holiday on which the recorder's
office for real property records for the county where the Real Property is located is closed, then such
period shall be deemed to be extended until the next day on which such recorder's office is open. If any
time period is expressed as "business days", such business days shall exclude any weekend day or a day
which is a legal holiday on which the recorder's office for real property records for the county where the
Real Property is located is closed.

                 15.7 Applicable Law. This Agreement shall be construed and interpreted under the
laws of the State of California.

                15.8 Additional Documents. Each Party agrees to take such action and to execute,
acknowledge and deliver any and all documents and instruments as may be desired by the other Party to
more effectively carry out the purposes of this Agreement.

                    15.9   Intentionally Omitted.

                 15.10 Eminent Domain. If any portion of the Sale Property is the subject of a
condemnation or eminent domain action or threatened therewith prior to Closing, Buyer may elect by
written notice to Seller prior to Closing both to terminate this Agreement and recover the Earnest Money
Deposit, or to close and receive an assignment of all condemnation proceeds.

                 15.11 Casualty Loss. Buyer and Seller agree that the risk of loss with respect to the
Property shall pass to Buyer upon the Close of Escrow. In the event of material damage to or material
destruction of the Property prior to the Close of Escrow, Buyer shall have the right, at its option, upon
notice to Seller within fifteen (15) days of Seller's written notice to Buyer of such material damage or
material destruction, to proceed with the purchase in accordance with the terms of this agreement. In the
event of any material damage or material destruction to the Property prior to the Close of Escrow, Seller
agrees promptly (and in any event, within three (3) days of such event) to notify Buyer of such material
damage or material destruction and such notice shall be accompanied by a description of the nature and
extent of insurance coverage applicable to such material damage or material destruction. Damage or
destruction shall be considered material if the cost of repair or replacement without deduction for
depreciation exceeds five percent (5%) of the Purchase Price. If Buyer proceeds to Close of Escrow

                                                     20
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                                                                            RE: Norwalk Christian Towers


despite such materials damage, Seller shall assign all rights to insurance proceeds and benefits to Buyer at
Close of Escrow.

                 15.12 Acceptance of Agreement. This Agreement shall be binding upon Seller once it
is signed by Seller and Buyer and delivered to Buyer. If Seller does not return to Buyer a fully executed
counterpart of this Agreement on or before 5:00 P.M. on January 18, 2012, this Agreement shall be null
and void, and Buyer shall no longer have any power or authority to accept this Agreement.

                 15.13 Counterparts/Facsimile. This Agreement may be executed in any number of
counterparts, and all counterparts shall be deemed to constitute a single agreement. The execution and
delivery of any counterpart by any person shall have the same force and effect as if that person had
executed and delivered all other counterparts. The electronic facsimile transmittal of a copy hereof
bearing any person's signature shall have the same force and effect as the physical delivery to the same
recipient of copy hereof bearing such person's original signature.

                  15.14 Real Estate Commissions. Commissions for this transaction shall be paid by the
Seller to the Brokers for the Seller. Seller agrees to defend and indemnify Buyer from any and all claims,
demands and/or causes of action alleging that any real estate commission and/or finder's fee is due owing
to any act of the Seller. Buyer shall indemnify Seller for any claims by any Broker claiming to act for the
Buyer.

                           (SIGNATURES CONTAINED ON FOLLOWING PAGE)




                                                    21
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                                                                                RE: Norwalk Christian Towers



BUYER:          Norwalk Preservation Limited Partnership, a California limited partnership

By:      IHO Norwalk LLC,
         a California limited liability company
Its:     Managing General Partner

         By:        Irvine Housing Opportunities, Inc., a California nonprofit public benefit corporation
         Its:       Sole and Managing Member



                    By:     _____________________________

                    Its:    _____________________________


By:      Norwalk Preservation Partners LLC,
         a California limited liability company,
Its:     Administrative General Partner



         By:        _____________________________
                    William Szymczak, Manager



SELLER: Norwalk Christian Towers, a California Non Profit Corporation


        By:      _____________________________
        Name: Robert Langley
        Title: President




                                                       22
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                                                                           RE: Norwalk Christian Towers



                                              EXHIBIT A

                                       LEGAL DESCRIPTION


Real Property in the City of Norwalk, County of Los Angeles, State of California, described as follows:



PARCEL 1: ALL OF LOTS 9, 10 AND THE SOUTHWESTERLY 58.69 FEET OF LOT 11 OF
TRACT 3054, IN THE CITY OF NORWALK, AS PER MAP RECORDED IN BOOK 31 PAGE 31 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM SAID
LOT 11, THE SOUTHEASTERLY 150 FEET THEREOF.

                                 APN: 8056-030-031 (Affects: Parcel 1)

PARCEL 2: THE SOUTHWESTERLY 58.69 FEET OF THE SOUTHEASTERLY 150 FEET OF LOT
11 OF TRACT 3054, IN THE CITY OF NORWALK, AS PER MAP RECORDED IN BOOK 31 PAGE
31 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

                                 APN 8056-030-032 (Affects: Parcel 2)




                                                   23
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                                 RE: Norwalk Christian Towers



                     EXHIBIT B

                    GRANT DEED

To be provided.




                        24
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                                                                              RE: Norwalk Christian Towers


                                                EXHIBIT C

                                              BILL OF SALE

        FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, the Sellers/Transferor listed below on this Bill of Sale (“Transferor“), hereby transfers,
conveys and assigns to Norwalk Preservation Limited Partnership, a California limited partnership
("Transferee"), its successors and assigns forever, all of Transferor's right, title and interest in and to all
items of personal property of Transferor located in, on, around or related to that certain Real Property,
more particularly described in Exhibit “A” attached hereto, including, without limitation, the tangible
personal property enumerated in Exhibit “B” attached hereto (collectively, the "Transferred Property").

        Capitalized terms used in this Bill of Sale or the exhibits attached hereto and not otherwise
defined herein shall have the meanings ascribed to them in that certain Purchase and Sale Agreement,
dated as of [________], as amended (the “Agreement”) by and between Transferor, as Seller, and
Transferee, as Buyer. To the extent that this instrument conflicts or is inconsistent with the terms and
conditions of the Agreement, the terms and conditions of the Agreement shall prevail.

        1.       Transferee hereby accepts the Transferred Property in its current “AS-IS/WHERE IS”
condition as of the date hereof.

        2.     This Bill of Sale may be relied upon as conclusive proof that each and all of the
Transferred Property have been transferred to Transferee.

       3.      This Bill of Sale has been prepared, negotiated and executed, and shall be construed in
accordance with, the laws of the State of California.

         4.     In the event any action or proceeding is brought by either Party hereto against the other
Party hereto by reason of the breach or enforcement of this Bill of Sale, the prevailing Party shall be
entitled to have and recover from the other Party all costs and expenses of the action or proceeding,
including reasonable attorneys' fees.

         5.       Transferor covenants and agrees with Transferee to hereafter furnish to Transferee such
further conveyance documents and consents as Transferee may reasonably require in furtherance of this
Bill of Sale or to carry out the intent hereof.

        6.       This Bill of Sale shall be binding upon Transferor, Transferee and their respective legal
representatives, successors and assigns.

       7.      This Bill of Sale may be executed in two (2) or more counterparts, each of which shall be
deemed an original, and all of which, when taken together, shall form a single original document.




                                                     25
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                                                                                RE: Norwalk Christian Towers


         IN WITNESS WHEREOF, Transferor has executed this Bill of Sale as of [________].


SELLER/TRANSFEROR:

Norwalk Christian Towers, a California nonprofit corporation

         By:      _____________________________
         Name: [________]
         Title: [________]




“BUYER/TRANSFEREE”

Norwalk Preservation Limited Partnership, a California limited partnership

By:      IHO Norwalk LLC,
         a California limited liability company
Its:     Managing General Partner

         By:        Irvine Housing Opportunities, Inc., a California nonprofit public benefit corporation
         Its:       Sole and Managing Member



                    By:     _____________________________

                    Its:    _____________________________


By:      Norwalk Preservation Partners LLC,
         a California limited liability company,
Its:     Administrative General Partner



         By:        _____________________________
                    William Szymczak, Manager




                                                       26
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                                                                           RE: Norwalk Christian Towers


                                  EXHIBIT “A” TO BILL OF SALE
                                           Page 1 of 1

                                   DESCRIPTION OF PROPERTY



Real Property in the City of Norwalk, County of Los Angeles, State of California, described as follows:



PARCEL 1: ALL OF LOTS 9, 10 AND THE SOUTHWESTERLY 58.69 FEET OF LOT 11 OF
TRACT 3054, IN THE CITY OF NORWALK, AS PER MAP RECORDED IN BOOK 31 PAGE 31 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM SAID
LOT 11, THE SOUTHEASTERLY 150 FEET THEREOF.

                                 APN: 8056-030-031 (Affects: Parcel 1)

PARCEL 2: THE SOUTHWESTERLY 58.69 FEET OF THE SOUTHEASTERLY 150 FEET OF LOT
11 OF TRACT 3054, IN THE CITY OF NORWALK, AS PER MAP RECORDED IN BOOK 31 PAGE
31 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

                                 APN 8056-030-032 (Affects: Parcel 2)




                                                   27
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                                                                              RE: Norwalk Christian Towers


                                   EXHIBIT “B” TO BILL OF SALE
                                            Page 1 of 1

                             DESCRIPTION OF PERSONAL PROPERTY

All that certain real personal property situated in the property described in Exhibit A of this Bill of Sale as
of the date of this Bill of Sale. including but not limited to:

    1) [________]
    2) [________]
    3) [________]
    4) [________]
    5) [________]
    6) [________]




                                                     28
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                                                                             RE: Norwalk Christian Towers


                                               EXHIBIT D

                                       GENERAL ASSIGNMENT

        THIS GENERAL ASSIGNMENT is made by the owners identified on the signature page of this
General Assignment below ("Assignor"), to Norwalk Preservation Limited Partnership, a California
limited partnership (“Assignee”).

         FOR VALUABLE CONSIDERATION, the receipt and sufficiency is hereby acknowledged,
Assignor hereby assigns and transfers unto Assignee all of Assignor’s right, title, claim and interest in and
under any and all intangible personal property owned by Assignor which relates to the operation and
functioning of that certain real property described on Exhibit “B” attached hereto and hereby made a part
hereof, and/or any of the improvements or personal property thereon, all right, title and interest of
Assignor in and to, and all of Assignor’s obligations arising from and after the Closing Date with respect
to, any and all intangible personal property owned by Assignor which relates to the operation and
functioning of the Improvements or the Tangible Personal Property generally, and all Property Documents
and Operating Contracts described on Exhibit “A” attached hereto and hereby made a part hereof, and
other rights owned by Assignor, if any, relating to the operation or functioning of all or any part of the
Property (collectively, the “Intangible Property”). This Assignment is made without recourse or warranty
whatsoever.

          Assignee hereby accepts the foregoing assignment of the Intangible Property from Assignor and
hereby assumes all obligations under the assigned property and contracts arising from and after the
Closing. Assignee hereby agrees to indemnify and hold harmless Assignor from and against any and all
liability, claims, loss costs, damage and expense (including reasonable attorneys’ fees and costs, and court
costs) directly or indirectly arising out of or related to any breach or default in Assignee’s obligations
under the Contracts or in Assignee’s obligations hereunder, from and after the date of this Assignment.

          Assignor hereby agrees to indemnify and hold harmless Assignee from and against any and all
liability, claims, loss costs, damage and expense (including reasonable attorneys’ fees and costs, and court
costs) directly or indirectly arising out of or related to any breach or default in Assignor’s obligations
under the Contracts or in Assignor’s obligations hereunder, prior to the date of this Assignment.

        Capitalized terms used in this Assignment or the exhibits attached hereto and not otherwise
defined herein shall have the meanings ascribed to them in that certain Purchase and Sale Agreement, as
amended (the “Agreement”) dated as of [________], by and between Assignor, as Seller, and Assignee, as
Buyer. To the extent that this instrument conflicts or is inconsistent with the terms and conditions of the
Agreement, the terms and conditions of the Agreement shall prevail.

       This General Assignment may be executed in two (2) or more counterparts, each of which shall
be deemed an original, and all of which, when taken together, shall form a single original document.




                                                    29
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                                                                                RE: Norwalk Christian Towers


       IN WITNESS WHEREOF, Assignor and Assignee have executed this General Assignment as of
[________].


          “ASSIGNOR”

Norwalk Christian Towers, a California nonprofit corporation

         By:      _____________________________
         Name: [________]
         Title: [________]

          “ASSIGNEE”

Norwalk Preservation Limited Partnership, a California limited partnership

By:      IHO Norwalk LLC,
         a California limited liability company
Its:     Managing General Partner

         By:        Irvine Housing Opportunities, Inc., a California nonprofit public benefit corporation
         Its:       Sole and Managing Member



                    By:     _____________________________

                    Its:    _____________________________


By:      Norwalk Preservation Partners LLC,
         a California limited liability company,
Its:     Administrative General Partner



         By:        _____________________________
                    William Szymczak, Manager




                                                       30
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                                                                         RE: Norwalk Christian Towers


                           EXHIBIT “A” TO GENERAL ASSIGNMENT
                                         Page 1 of 1

                                       LIST OF CONTRACTS

All Property Documents and Operating Contracts related to the operation and ownership of that certain
real property described in Exhibit “B” in which the Assignor is engaged as of the date of this Agreement
including but not limited to any of the following contracts:

    1) [________]
    2) [________]
    3) [________]
    4) [________]
    5) [________]
    6) [________]




                                                  31
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                                                                           RE: Norwalk Christian Towers


                            EXHIBIT “B” TO GENERAL ASSIGNMENT
                                          Page 1 of 1

                              LEGAL DESCRIPTION OF PROPERTY




Real Property in the City of Norwalk, County of Los Angeles, State of California, described as follows:



PARCEL 1: ALL OF LOTS 9, 10 AND THE SOUTHWESTERLY 58.69 FEET OF LOT 11 OF
TRACT 3054, IN THE CITY OF NORWALK, AS PER MAP RECORDED IN BOOK 31 PAGE 31 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM SAID
LOT 11, THE SOUTHEASTERLY 150 FEET THEREOF.

                                 APN: 8056-030-031 (Affects: Parcel 1)

PARCEL 2: THE SOUTHWESTERLY 58.69 FEET OF THE SOUTHEASTERLY 150 FEET OF LOT
11 OF TRACT 3054, IN THE CITY OF NORWALK, AS PER MAP RECORDED IN BOOK 31 PAGE
31 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

                                 APN 8056-030-032 (Affects: Parcel 2)




                                                   32
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                                                                              RE: Norwalk Christian Towers


                                                EXHIBIT E

                    ASSIGNMENT AND ASSUMPTION OF RENTAL AGREEMENTS

         FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, the owners identified on the signature page of this Exhibit E below (the “Assignor”), does
hereby assign, transfer and set over unto Norwalk Preservation Limited Partnership, a California limited
partnership (“Assignee”), all of Assignor’s right, title, interest, claim and estate as landlord in and to all
rental agreements, occupancy agreements and other similar agreements, together with all modifications,
extensions and renewals thereof, any and all security therefore and security deposits relating thereto, and
any and all guarantees of any of the foregoing (collectively, the “Rental Agreements”), including, without
limitation, the Rental Agreements set forth on Exhibit “A” attached hereto, which demise any part of that
certain real property situated in the City of Norwalk, County of Los Angeles , State of California, and
more particularly described in Exhibit “B” attached hereto (the “Property”), or any improvements thereon.

        Capitalized terms used in this Assignment or the exhibits attached hereto and not otherwise
defined herein shall have the meanings ascribed to them in that certain Purchase and Sale Agreement and
Joint Escrow Instructions, as amended (the “Agreement”) dated as of [________], by and between
Assignor, as Seller, and Assignee, as Buyer. To the extent that this instrument conflicts or is inconsistent
with the terms and conditions of the Agreement, the terms and conditions of the Agreement shall prevail.

        Assignor represents and warrants to Assignee that Assignor has full power, authority and right to
execute and deliver this Assignment.

         Assignee hereby assumes all of the obligations on the Assignor’s part to be observed and
performed from and after the date hereof by the landlord under the Rental Agreements. Assignee hereby
agrees to indemnify and hold harmless Assignor from and against any and all liability, claims, loss costs,
damage and expense (including reasonable attorneys’ fees and costs, and court costs) directly or indirectly
arising out of or related to any breach or default in Assignee’s obligations under the Rental Agreements or
in Assignee’s obligations hereunder, from and after the date of this Assignment.

          Assignor hereby agrees to indemnify and hold harmless Assignee from and against any and all
liability, claims, loss costs, damage and expense (including reasonable attorneys’ fees and costs, and court
costs) directly or indirectly arising out of or related to any breach or default in Assignor’s obligations
under the Rental Agreements or in Assignor’s obligations hereunder, prior to the date of this Assignment.

        This Assignment shall be construed under and enforced in accordance with the laws of the State
of California.

        This Assignment of Rental Agreements may be relied upon as conclusive proof that each and all
of the Rental Agreements have been transferred to Assignee.

       Assignor covenants and agrees with Assignee to hereafter furnish to Assignee such further
assignments and consents as Assignee may reasonably require in furtherance of this Assignment of Rental
Agreements or to carry out the intent thereof.

        This Assignment of Rental Agreements shall be binding upon Assignor, Assignee and their
respective legal representatives, successors and assigns.

        In the event any action or suit is brought by a Party hereto against another Party hereto by reason
of any breach of any of the covenants, conditions, agreements or provisions on the part of such other Party

                                                     33
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                                                                                RE: Norwalk Christian Towers


arising out of this Assignment, the prevailing Party shall be entitled to have and recover of and from the
other Party all costs and expenses of the action or suit, including reasonable attorneys’ fees.

        This Assignment may be executed in counterparts, each of which shall be deemed an original, but
all of which, together, shall constitute one and the same instrument.

       IN WITNESS WHEREOF, this Assignment and Assumption of Rental Agreements has been
executed as of [________].

          “ASSIGNOR”

Norwalk Christian Towers, a California nonprofit corporation

         By:      _____________________________
         Name: [________]
         Title: [________]


          “ASSIGNEE”

Norwalk Preservation Limited Partnership, a California limited partnership

By:      IHO Norwalk LLC,
         a California limited liability company
Its:     Managing General Partner

         By:        Irvine Housing Opportunities, Inc., a California nonprofit public benefit corporation
         Its:       Sole and Managing Member



                    By:     _____________________________

                    Its:    _____________________________


By:      Norwalk Preservation Partners LLC,
         a California limited liability company,
Its:     Administrative General Partner



         By:        _____________________________
                    William Szymczak, Manager




                                                       34
1675\01\1083636.6
                                                                           RE: Norwalk Christian Towers



       EXHIBIT “A” TO ASSIGNMENT AND ASSUMPTION OF RENTAL AGREEMENTS
                                   Page 1 of 1

                                 LIST OF RENTAL AGREEMENTS

All rental agreements related to the operation and ownership of that certain real property described in
Exhibit “B” in which the Assignor is engaged as of the date of this Agreement including but not limited to
any of the following contracts:

    1) [________]
    2) [________]
    3) [________]
    4) [________]
    5) [________]
    6) [________]




                                                   35
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                                                                           RE: Norwalk Christian Towers


       EXHIBIT “B” TO ASSIGNMENT AND ASSUMPTION OF RENTAL AGREEMENTS
                                   Page 1 of 1

                              LEGAL DESCRIPTION OF PROPERTY




Real Property in the City of Norwalk, County of Los Angeles, State of California, described as follows:



PARCEL 1: ALL OF LOTS 9, 10 AND THE SOUTHWESTERLY 58.69 FEET OF LOT 11 OF
TRACT 3054, IN THE CITY OF NORWALK, AS PER MAP RECORDED IN BOOK 31 PAGE 31 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM SAID
LOT 11, THE SOUTHEASTERLY 150 FEET THEREOF.

                                 APN: 8056-030-031 (Affects: Parcel 1)

PARCEL 2: THE SOUTHWESTERLY 58.69 FEET OF THE SOUTHEASTERLY 150 FEET OF LOT
11 OF TRACT 3054, IN THE CITY OF NORWALK, AS PER MAP RECORDED IN BOOK 31 PAGE
31 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

                                 APN 8056-030-032 (Affects: Parcel 2)




                                                   36
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                                                                              RE: Norwalk Christian Towers


                                                EXHIBIT F

                                        SELLER CERTIFICATION

         This CERTIFICATION is made by Trusts on the following signature page (“Seller”), to Norwalk
Preservation Limited Partnership, a California limited partnership (“Buyer”) in compliance with Seller’s
requirements under Section 9.1 (E) of that certain Purchase and Sale Agreement and Joint Escrow
Instructions, dated as of [________], as amended (the “Agreement”), by and between the Seller and
Buyer.

       Seller hereby certifies that the Seller is not a foreign person within the meaning of Section 1445
and 7701 of the Internal Revenue Code.

       The Seller hereby certifies that no withholding is required under California Revenue Taxation
Code Sections 18662.

         Seller hereby certifies that all of the Representations and Warranties set forth in Sections 11.1 and
11.2 of the Agreement are true and correct in all material respects.

        This Certification shall be binding upon Seller, Buyer and their respective legal representative,
successors and assigns.

       This Certification may be executed in two (2) or more counterparts, each of which shall be
deemed an original, and all of which, when taken together, shall form a single original document.


         IN WITNESS WHEREOF, Seller has executed this Certification as of [________].


          “SELLER”

Norwalk Christian Towers, a California nonprofit corporation



         By:    _____________________________
         Name: _____________________________
         Title: _____________________________




                                                     37
1675\01\1083636.6

								
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