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EXHIBIT C FORM OF ASSUMPTION AGREEMENT THIS ASSUMPTION AGREEMENT(herein "this Agreement") is entered into this day of , 20_, by and between Union Pacific Railroad Company, a Delaware corporation (herein, the "Assignor Developer") and (herein,the "Assignee Developer"). Recitals A. The Assignor Developer has entered into a Development Agreement entitled dated 120 (herein, "the Development Agreement"), with the County of San Joaquin, pursuant to which the Developer agreed that the development of certain property more particularly described in the Development Agreement (herein "the Property") will be carried out subject to certain requirements, conditions and obligations set forth in the Development Agreement. B. The Assignor Developer has assigned its interests under the Development Agreement to the Assignee Developer under a written agreement dated , 20_, as to that portion of the Property identified and described in Attachment No. 1, attached hereto and incorporated herein by this reference (herein the "Assigned Parcel(s)"). C. The Assignee Developer desires to assume all of the Assignor Developer's obligations and other terms and conditions under the Development Agreement with respect to the Assigned Parcel(s). Agreements NOW, THEREFORE, THE ASSIGNOR DEVELOPER AND ASSIGNEE DEVELOPER HEREBY AGREE AS FOLLOWS: 1. The Assignee Developer hereby assumes all of the burdens and obligations of the Developer under the Development Agreement, and agrees to observe and fully perform all of the duties and obligations of the Developer under the Development Agreement, and to be subject to all the terms and conditions thereof, with respect to the Assigned Parcel(s), it being the express intention of both the Assignee Developer and Assignor Developer that, upon the execution of this Agreement, the Assignee Developer shall become substituted for the Assignor Developer as the "Developer" under the Development Agreement with respect to the Assigned Parcel(s). 2. All of the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and to their respective heirs, successors and assigns. 3. The County of San Joaquin may rely upon this Agreement in consenting to the assignment of the Assigned Parcel(s) hereunder; provided, that unless and until the County has Exhibit C