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a' a <br /> EXHIB€T D <br /> Y <br /> a f S,y'i i i t ' r- s n s z �' ,w <br /> t 1y. t � # ROJJ ✓ t"•$.� {, ll} <br /> Uvtt'r3,' � r°^tr a <br /> c ' �, x vx{ e �s,c,} <br /> fr '+. <br /> TRIS:ASSLTNIPTON AGREIJ4EN'T{herr "thYs Agreement"} rsrlteed rrito*tits 'f <br /> .day of 0Q5,b andbetween Golden Sate Invefinertts,I LP,a CaIIQa , r <br /> 1>Imrted partnership°(herein collectively the"1�ssrlor Developer"'} acidth <br /> etx� y <br /> "Assignee Developer"). <br /> Recitals <br /> A. The Assignor Developer has entered into a'Developrt ent Ageeemph entitled <br /> dated , 2005(herein, "the Developrrient Agreement"),:with . <br /> the County of San Joaquin, pursuant to which the Developer agreed that the development of <br /> certain property more particularly described in the Development Agreement(herein"the <br /> Property") in the Mountain House Community will be carried out subject to certain <br /> requirements, conditions and obligations set forth in the Development Agreement. <br /> B. The Assignor Developer has assigned its interests under the Development <br /> Agreement to the Assignee Developer under a written agreement dated , <br /> 20 , as to that portion of the Property identified and described in Attachment No. 1, attached <br /> hereto and incorporated herein by this reference (herein the "Assigned Parcel(s)"). <br /> C. The Assignee Developer desires to assume all of the Assignor Developer's <br /> obligations and other terms and conditions under the Development Agreement with respect to the <br /> Assigned Parcel(s). <br /> Agreements <br /> NOW, THEREFORE, THE ASSIGNOR DEVELOPER AND ASSIGNEE <br /> DEVELOPER HEREBY AGREE AS FOLLOWS: <br /> 1. The Assignee Developer hereby assumes all of the burdens and obligations of the <br /> Developer under the Development Agreement, and agrees to observe and fully perform all of the <br /> duties and obligations of the Developer under the Development Agreement, and to be subject to <br /> all the terms and conditions thereof, with respect to the Assigned Pareel(s), it being the express <br /> intention of both the Assignee Developer and Assignor Developer that, upon the execution of <br /> this Agreement, the Assignee Developer shall become substituted for the Assignor Developer as <br /> the"Developer" under the Development Agreement with respect to the Assigned Parcel(s). <br /> W02—SF-FPD161481145.2 Exhibit D <br />