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2. All of the covenants, terms and conditions set forth herein shall be binding upon <br /> and shall inure to the benefit of the parties hereto and to their respective heirs, successors and <br /> assigns. <br /> 3. The County of San Joaquin may rely upon this Agreement in consenting to the <br /> assignment of the Assigned Parcel(s) hereunder; provided,that unless and until the County has <br /> expressly consented hereto,the assignment herein shall not be deemed a Permitted Assignment <br /> under the Development Agreement and the Assignee Developer shall not have the status of a <br /> �f Recognized Assignee under the Development Agreement. <br /> IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the day <br /> and year first above written. <br /> GOLDEN STATE INVESTMENTS, II LP, a <br /> California limited partnership <br /> By: Pegasus--Central Valley Investment, LLC, a <br /> California limited liabilitycompany, its General <br /> Partner <br /> I <br /> By: <br /> Michael. A Clevenger, <br /> I Manager/Member <br /> BY: <br /> "ASSIGNEE DEVELOPER" <br /> Consented to by the County of San Joaquin on <br /> By: <br /> W02-SF:FPD\61481145.2 Exhibit D <br /> t <br />