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EXHIBIT D <br /> X <br /> �.k <br /> 1'T/10. r'� NTtz'i s <br /> a - 7T' <br /> _ k _ j1 ? t K C f - <br /> ✓wf'?' azsu <br /> I ' <br /> THIS`ASStJ1VIPT40N AQU hh +IENT{het�eip„this A�greert�etji�"} ts�ente�ec[,>«tgi <br /> r k F e y ys t� � <br /> x <br /> day of , 2005,by and between Golden Statejnvstmeriti;, IZP,a Califoi <br /> l�mtted partnership;(herein col pctive y.tlie Asstg or Developer j and <br /> neu <br /> "Assignee Developer"j. <br /> Recitals <br /> A. The Assignor Developer has entered into a Development Agreerriei�t entitled <br /> dated , 2005 (herein, "the Development Agireement"),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 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 Parcel(s). <br /> W02-SF_FPD%61481145.2 Exhibit D <br />