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A-2006-057 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made A i''L and entered into as of the ~ day of ,'v\uH \'-- , 2006, by and between Integral Communities I, Inc., a Delaware corporation (collectively "Assignor"), and Western Pacific Housing, Inc., a Delaware corporation ("Assignee"), with reference to the following: RECITALS A. The Grand Plan I, LLC, a California limited liability company, and the Grand Plan 2, LLC, a California limited liability company, collectively as "Owner," and the City of Santa Ana ("City") entered into that certain Development Agreement dated August 4, 2005, and recorded on August 21,2005, as Instrument No. 2005000565108, in the Official Records of the County of Orange (the "Development Agreement") with respect to the development of certain real property located at the southeast comer of MacArthur Boulevard and Main Street in the City, more particularly described in Exhibit "A" attached hereto (the "Overall Property"). B. The Grand Plan 1, LLC, and the Grand Plan 2, LLC, sold their interest in the property more particularly described in Exhibit "B" attached hereto and incorporated herein (the "Property") and assigned their interest in the Development Agreement with respect to the Property to Integral Communities I, Inc. Because Integral Communities 1, Inc., is one of the entities identified in Section 4.3 of the Development Agreement, the City's consent was not required for the assignment. C. Pursuant to Section 4.2 of the Development Agreement, unless the assignment is to an entity identified in Section 4.3, the assigning entity is required to obtain the written consent of the City in order to assign the Development Agreement. The City must act in its reasonable discretion and shall limit its review to the development experience and financial capability of the proposed assignee or transferee and shall approve any such assignment or transfer if the proposed assignee or transferee has financial capability and development experience with respect to the Project equal to or greater than the managing member of Owner. D. Assignor and Assignee have entered into that certain Agreement for Purchase and Sale Agreement and Escrow Instructions dated as of October 19, 2005 (the "Purchase Agreement"), pursuant to which Assignor has agreed to sell to Assignee the Property. E. Assignor now desires to assign and delegate to Assignee all of Assignor's rights, duties and obligations under the Development Agreement, and Assignee now desires to accept such assignment and to assume all of Assignor's rights, duties and obligations under the Development Agreement with respect to the Property. D.R. HORTON/Santa Ana Assignment and Assumption Agreement 28156-22/2150493.2 3/1012006