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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 /> LRecognized Assignee under the Development Agreement. <br /> IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the day <br /> Land year first above written. <br /> L GOLDEN STATE INVESTMENTS, H LP, a <br /> California limited partnership <br /> L By: Pegasus—Central Valley Investment, LLC, a <br /> California limited liability company, its General <br /> Partner <br /> L <br /> By: <br /> L Michael. A Clevenger, <br /> Manager/Member <br /> L <br /> LBy <br /> "ASSIGNEE DEVELOPER" <br /> Consented to by the County of San Joaquin on <br /> L <br /> By: <br /> L <br /> L <br /> L <br /> W02-SF:FPD\61481145.2 Exhibit D <br />