1 - DDA CREVIER BMW AND MINI AT SA AUTO MALL

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ASSIGNMENT AND ASSUMPTION AGREEMENT (1455 Auto Mall Drive, Santa Ana, California) This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment ") is executed as of this _ day of June, 2011, by and between PAG Santa Ana BI, Inc., a Delaware corporation ( "Assignee "), and Santa Ana Properties II, 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 Disposition and Development Agreement, dated March 17, 1997, between Assignor, as successor in interest to Richard R. Bauer as Trustee of the 1988 Bauer Family Trust, and Agency (the "DDA "). The DDA pertains to certain real property commonly known as 1455 Auto Mall Drive, Santa Ana, California (the "Property "). B. Assignor and/or its affiliates Crevier Motors, Inc., a California corporation, dba Crevier BMW/MINI, Donald J. Crevier, Trustee of the Donald J. Crevier Trust, Donald J. Crevier, an unmarried man, and Santa Ana Properties, 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 hereby assigns to Assignee all of its right, title and interest in and to the DDA, and, in reliance upon the Agency Estoppel Certificate, 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. 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. 3. Governing Law. This Assignment has been entered into, is to be performed entirely within, and shall be governed by and construed in accordance with the laws of the State of California. DOC SOC/ 1496597v 1/200272-0006 EXHIBIT 6 1 -33