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EXHIBIT D <br /> ASSIGNMENT AND ASSUMPTION AGREEMENT <br /> This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made <br /> and entered into by and between , a California <br /> ("Assignor"), and _ , a California <br /> ("Assignee"). <br /> RECITALS <br /> A. The City of Pleasanton ("City") and Assignor entered into that certain <br /> Development Agreement dated , 201_(the "Development Agreement"), with <br /> respect to the real property located in the City of Pleasanton, State of California more <br /> particularly described in Exhibit"A" attached hereto (the "Project Site"). <br /> B. Assignor has obtained from the City certain development approvals and permits <br /> with respect to the development of the Project Site, including without limitation, approval of the <br /> Development Agreement for the Project Site (collectively, the "Project Approvals"). <br /> C. Assignor intends to sell, and Assignee intends to purchase, the Project Site. <br /> D. In connection with such purchase and sale, Assignor desires to transfer all of the <br /> Assignor's right, title, and interest in and to the Development Agreement and the Project <br /> Approvals with respect to the Project Site. Assignee desires to accept such assignment from <br /> Assignor and assume the obligations of Assignor under the Development Agreement and the <br /> Project Approvals with respect to the Project Site. <br /> THEREFORE, the parties agree as follows: <br /> 1. Assignment. Assignor hereby assigns and transfers to Assignee all of Assignor's <br /> right, title, and interest in and to the Development Agreement and the Project Approvals with <br /> respect to the Project Site. Assignee hereby accepts such assignment from Assignor. <br /> 28 <br />