305 W. FOURTH ST. PARTNERS, LLC AND ALLAN FAINBARG - 2011

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.lUN 2 1 2011 N-2011-076 ? -. CnAC 3? Sam ?, G?1.?b ASSIGNMENT 8z ASSUMPTION AGREEMENT THIS AGREEMENT, dated for identification purposes, as of the 14`h day of June, 2011 by and between the City of Santa Ana, a charter city and municipal corporation ("City"), 305 W. Fourth Street Partners, LLC, ("Seller") and Allan Fainbarg, Trustee of the Fainbarg Family Trust dated April 19, 1982 ("Buyer")with reference to the following: RECITALS A. Seller is presently the owner of that certain property located at 305 W. Fourth Street in the City of Santa Ana (the "Property"). B. The Property is subject to that certain Disposition and Development Agreement dated October 21, 2002 and recorded on February 11, 2003 with the County Recorder's Office as Document No. 2003-000 1 59468 ("DDA). C. The DDA provided that the Seller shall License from the City nineteen (19) non- designated parting spaces in the parking garage located at Third and Birch Street ("Garage"). The License Agreement, dated April 12, 2005 between the Seller and the City of Santa Ana has a term often (10) years, with a term through April 12, 2015, with options to extend. Seller has maintained its rights to all nineteen (19) non-designated spaces, and three (3) of such spaces have been and continue to be designated as reserved spaces. Seller is current in payment of all fees owing under the License Agreement. D. Seller and Buyer have entered into a real property sales agreement under which Buyer proposes to acquire the Property from the Seller. The parties desire to assign the rights and obligations under the License Agreement from Seller to the Buyer. Buyer agrees to assume such rights and obligations, and the City consents to such assignment and assumption. THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Seller hereby transfers and assigns to Buyer all of its rights, obligations, title and interest in and to the License Agreement, and agrees to indemnify and defend Buyer from any and all liability on or under the License Agreement for all periods prior to the effective date of transfer of title to the Property from Seller to Buyer. 2. Buyer hereby accepts and assumes the rights and obligations of Seller under the License Agreement from and after the date hereof, and hereby agrees to indemnify and defend Seller from any and all liability on or under the License Agreement from and after the effective date of transfer of title to the Property from Seller to Buyer. 3. In the event of a conflict between this document and the provisions of the License Agreement, the provisions of the License Agreement shall control.