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i <br /> EXHIBIT D <br /> f <br /> {! 1 <br /> '1*3 � � <br /> aL1MP'�1< A �6 <br /> > r i� <br /> r <br /> r rC <br /> NR <br /> THIS'ASSIJMPT (,1NAGREEMENT{herpttt"this Akgreemetit")is enter trtto s � <br /> MN <br /> ..... ay of , 2405,by rind ljeteen Goen Sate Investmrtts, 1fI✓P, a Califo ' <br /> limited partnerslup.`(herert collectively the;"Asigtor Developer") an <br /> "Assignee Developer"). , f <br /> Recitals <br /> A. The Assignor.Developer has entered into a'Development Agreement entitled <br /> dated , 2045 (herein, "the Development 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 /> I. 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 Parcel(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 Parcet(s). <br /> W02-SFFPD161481145.2 Exhibit D <br />