LEGADO AT THE MET LLC (FORMERLY VINEYARD / VDC AT THE MET)

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Recording Requested By Fidelity National Title RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: -HA1 Sat 0. c JG' ya,oL- hvi, CJS G12701 ASSIGNMENT AND ASSUMPTION OF AMENDED DEVELOPMENT AGREEMENT AND CONSENT OF CITY A-2015-084 This Assignment and Assumption of Development Agreement and Consent of the City of Santa Ana ("Assignment") is entered into as of May 5, 2015 (the "Effective Date"), by and between VDC AT THE MET, LLC, a California limited liability company (the "Assignor"), and LEGADO AT THE MET, LLC, a California limited liability company (the "Assignee"). RECITALS A. As of the Effective Date, Assignor has conveyed to Assignee all of its right, title and interest in and to that certain real property located at 200 East First American Way, in the City of Santa Ana, County of Orange, State of California, as more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Benefited Land"). B. From and after the Effective Date, Assignor desires to assign and transfer to Assignee all of Assignor's right, title and interest in, to and obligations under the Amended Development Agreement dated April 16, 2012, which was adopted by City of Santa Ana Ordinance No. NS -2831 (as defined below), related to the Benefited Land and to evidence Assignee's assumption of Assignor's obligations and liabilities under the Amended Development Agreement, all upon the terms and conditions set forth below. As used herein, the "Amended Development Agreement" shall collectively mean and refer to that certain development agreement and the amendments thereto identified in Exhibit "B" attached hereto and incorporated herein by this reference. C. On September 3, 2013, the Santa Ana City Council tentatively approved a Second Amended Development Agreement with First Rock Santa Ana, LLC (referred to herein as "First Rock"), which would only become effective upon the close of escrow on the Benefited Land to First Rock. However, the Benefited Land was never sold to First Rock, but rather was purchased by the Assignee. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows: FIDELITY NATIONAL TITLE INSURANCE COMPANY HAS RECORDED THIS INSTRUMENT BY REQUESTAS AN ACCOMMODATION ONLY AND HAS NOT EXAMINED IT FOR REGULARITY AND SUFFICIENCY OR AS ITS EFFECT UPON THE TITLE TO ANY REAL PROPERTY THAT MAY BE DESCRIBED THEREIN.