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ASSIGNMENT AND ASSUMPTION AGREEMENT <br />(1455 Auto Mall Drive, Santa Ana, California) <br />This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is <br />executed as of this _ day of June, 2011, by and between PAG Santa Ana B1, Inc., a Delaware <br />corporation ("Assignee"), and Santa Ana Properties II, 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 Disposition and Development Agreement, dated March 17, 1997, <br />between Assignor, as successor in interest to Richard R. Bauer as Trustee of the 1988 Bauer <br />Family Trust, and Agency (the "DDA"). The DDA pertains to certain real property commonly <br />known as 1455 Auto Mall Drive, Santa Ana, California (the "Property"). <br />B. Assignor and/or its affiliates Crevier Motors, Inc., a California corporation, dba <br />Crevier BMW/MINI, Donald J. Crevier, Trustee of the Donald J. Crevier Trust, Donald J. <br />Crevier, an unmarried man, and Santa Ana Properties, LLC (collectively with Assignor, the <br />"Seller Group") have entered into agreements dated May 5, 2011, for the sale of the Property and <br />other assets to Assignee (the "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 hereby assigns to Assignee all of its right, title and interest in and to the DDA, and, <br />in reliance upon the Agency Estoppel Certificate, Assignee hereby accepts such assignment and <br />assumes performance of all remaining terms, covenants and conditions on the part of Assignor to <br />be performed, occurring or arising under the DDA with respect to the Property from and after the <br />Closing. <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 />3. Governing Law. This Assignment has been entered into, is to be performed <br />entirely within, and shall be governed by and construed in accordance with the laws of the State <br />of California. <br />EXHIBIT 6 <br />DOC SOC/ 1496597v 1 /200272-0006 <br />1-33 <br />