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