NEXUS/GRAND PLAN 2/SKYLINE 1 - 2006

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A-2006-I39 ASSIGNMENT OF SANDPOINTE AGREEMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT OF SANDPOINTE AGREEMENT AND ASSUMPTION AGREEMENT ("Assimment") is made as of the ))..J.t. day of .T u..ne. ,2006, by and between NEXUS DEVELOPMENT CORPORATION/CENTRAL DIVISION, INC., a California corporation, and THE GRAND PLAN 2, LLC, a DeIaware Iimited liability company, formerly a California limited liability company (colIectiveIy "Nexus") ("Assimors"), and NDC SKYLINE ASSOCIATES LLC, a DeIaware limited liability company ("Assie:nee"). WHN~~~~IH: 1. AssiP11ment of Sandoointe Ae:reement. Assignors hereby grant, assign, transfer, convey and deliver to Assignee all of their respective rights, title and interest in and to that certain Cooperative Agreement for Off Site Improvements dated as of August 4, 2005 (the "Sandpointe Agreement") by and between Assignors, Coastal Rim Properties, Inc., a California Corporation, the Sandpointe Neighborhood Association, Inc., a California non-profit public benefit and federal 501(c)(3) corporation, The Community Redevelopment Agency of The City of Santa Ana, a public body corporate and politic and the City of Santa Ana, a charter city and municipal corporation. 2. . Assumotion of Obligations. By acceptance of this Assignment, Assignee hereby assumes and agrees to perform and to be bound by all of the terms, covenants, conditions and obligations imposed upon or assumed by Assignors under the Sandpointe Agreement. Said assumption shall have application only to those obligations under the Sandpointe Agreement first accruing or arising on or after the delivery of this Assignment and shall have no application to obligations accruing or arising prior to said date. 3. Successors and Assie:ns. This Assignment shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs' and legatees of the respective parties hereto. 4. Attornevs' Fees. In the event of the bringing of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of the other party arising out of this Assignment, then in that event the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including reasonable attorneys' fees. 5. Goveruing Law. This Assignment shall be governed by, interpreted under, and construed and enforceable with, the laws of the State of California. 6. Counteroarts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 780484.01l0C N6003/6-8-06lsij/wjw -1-