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EXHIBIT SeAssignment & Assumption Agreement <br />ASSIGNMENT & ASSUMPTION AGREEMENT <br />THIS AGREEMENT is made day of <br />("Seller") and <br />reference to the following. <br />RECITALS: <br />20_ by and between <br />_("Buyer") with <br />A. Seller is presently the owner of that certain property more particularly described <br />in Exhibit "A" to this Agreement, incorporated herein as if set forth in full (the <br />"Property"). <br />B. The Property is subject to that certain Owner Participation Agreement, dated <br />between the Seller [ or SelIer's predecessor -in -interest] -with the City of <br />Santa Ana and the Community Redevelopment Agency of the City of Santa Ana related <br />to improvements to be made to the Property, the neighborhood surrounding the Property, <br />including public property (the "OPA"). A Memorandmil of Agreement of the OPA is <br />recorded as <br />C. Seller and Buyer have entered into a real property sales agreement under which <br />Buyer proposes to acquire the Property from the Seller. Under its terms, the OPA runs <br />with the land, and any purchaser of the Property must acquire it subject to the terms of <br />the OPA. The OPA also requires this document to be executed by Seller and Buyer so as <br />to release Seller from the OPA. <br />THE PARTIES HEREBY AGREE AS FOLLOWS: <br />1. Seller hereby transfers and assigns to Buyer all of its right, title and. interest in and <br />to the OPA. <br />2. Buyer hereby accepts and assumes the rights and obligations of Seller under the <br />OPA, and hereby releases Seller from any and all liability on or under the OPA from and <br />after the effective date of transfer of title to the Property from Seller to Buyer. <br />Dated: <br />Dated: <br />Seller <br />Buyer <br />