1 - DDA CREVIER BMW AND MINI AT SA AUTO MALL

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ASSIGNMENT AND ASSUMPTION AGREEMENT (1500 Auto Mall Drive, Santa Ana, California) This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment ") is hereby made as of this _ day of June, 2011, by and between PAG Santa Ana B1, Inc., a Delaware corporation ( "Assignee ") and Santa Ana Properties, LLC, a California limited liability company ( "Assignor "). RECITALS A. Assignor and the Community Redevelopment Agency of the City of Santa Ana ( "Agency ") are parties to a Private Disposition and Development Agreement, dated July 19, 2004, and a First Implementation Agreement, dated April 18, 2005, each between Assignor, as successor in interest to Donald J. Crevier, as Trustee of the Donald J. Crevier Trust, and Crevier Motors, Inc., a California corporation (together, the "Developer "), and Agency (the "DDA "). The DDA pertains to certain real property commonly known as 1500 Auto Mall Drive, Santa Ana, California (the "Property "). B. Assignor and /or its affiliates the Developer, Donald J. Crevier, an unmarried man, and Santa Ana Properties Il, LLC (collectively with Assignor, the "Seller Group ") have entered into agreements dated May 5, 2011, for the sale of the Property and other assets to Assignee (the "Transactions "). C. Assignor and Assignee desire to provide by this Assignment for Assignor to assign to Assignee all of its rights and obligations under the DDA, and for Assignee to accept such assignment and assume all rights and obligations under the DDA. D. The parties also desire for Agency to acknowledge, certify and agree to certain matters upon which the parties may rely with respect to the DDA, as more fully set forth in the Agency Estoppel Certificate attached hereto. NOW, THEREFORE, Assignor and Assignee hereby agree as follows: 1. Assignment and Assumption. Effective as of the Closing (as defined in Section 5), Assignor and the Developer hereby assign to Assignee all of their right, title and interest in and to the DDA, and, in reliance upon the Agency Estoppel Certificate and the amendment to the DDA attached thereto, Assignee hereby accepts such assignment and assumes performance of all remaining terms, covenants and conditions on the part of Assignor to be performed, occurring or arising under the DDA with respect to the Property from and after the Closing. From and after the Closing, as set forth in the Agency Estoppel Certificate, Assignor and each Seller Group member shall be released from and have no further obligations under the DDA with respect to the Property. 2. Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of Assignor and Assignee, their respective successors and assigns and Agency as a third party beneficiary hereof. DOCSOC/ 1496602v2/200272 -0006 1 EXHIBIT 5 1 -25