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EXHIBIT D <br />DISBURSEMENT AGREEMENT <br />THIS DISBURSEMENT AGREEMENT ( "Agreement ") is entered into as of <br />, 200_ ( "Effective Date ") among the following parties: <br />1. Surplus Property Authority of Alameda County, a public corporation ( "County"); <br />2. City of Pleasanton, a municipal corporation ( "City"); <br />3. Continuing Life Communities Pleasanton, LLC, a Delaware limited liability <br />company ( "CLC "); <br />4. Hendrick Automotive Group, a New York general partnership ( "Hendrick "); and <br />5. Chicago Title Company, a ( "Escrow Holder "). <br />RECITALS <br />This Agreement is entered into with reference to the following facts and objectives. <br />I. Effective , 2010, County, City, CLC and Hendrick entered into <br />that agreement titled "Funding and Improvement Agreement," a copy of which is attached to this <br />Agreement as Exhibit A (the "Funding and Improvement Agreement "). <br />J. Escrow Holder is acting as the escrow agent under Section 1.4(b)(iii)(B) and (iv) <br />of the Funding and Improvement Agreement. <br />K. County, City, CLC andHendrickdesire that Escrow Holder receive, hold and <br />disburse the Detention Basin Construction Costs (including any increases in the Detention Basin <br />Construction Costs) in accordance with terms, conditions and provisions of the Funding and <br />Improvement Agreement and this Agreement, and Escrow Holder is willing to do so. <br />AGREEMENT <br />1. Capitalized Terms. Capitalized terms not otherwise defined in this Agreement <br />shall have the same meanings given such terms in the Funding and Improvement Agreement. <br />2. Appointment of Escrow Holder. Escrow Holder is hereby appointed by County, <br />City, CLC andHendrick as the escrow agent to receive, hold and disburse the Detention Basin <br />Construction Costs in accordance with the terms and conditions of this Agreement. <br />3. Acceptance by Escrow Holder. Subject to the terms and conditions of this <br />Agreement, Escrow Holder agrees to hold and disburse the Detention Basin Construction Costs <br />pursuant to this Agreement. <br />000299.0044112411112 1 <br />