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AGREEMENT <br />NOW, THEREFORE, in consideration of the above Recitals and the mutual <br />covenants herein contained, the parties hereto hereby agree as follows: <br />1. Definitions and Interpretation. <br />(a) For all purposes of this Agreement, except as otherwise expressly provided <br />herein or unless the context otherwise requires, capitalized terms not otherwise defined herein <br />shall have the meanings ascribed to such terms in Exhibit A attached hereto and which is <br />incorporated by reference herein. <br />(b) The words "hereof," "herein," "hereunder" and words of similar import when <br />used in this Agreement shall refer to this Agreement as a whole and not to any particular <br />provision of this Agreement; section and exhibits references contained in this Agreement are <br />references to sections and exhibits in or to this Agreement unless otherwise specified; and the <br />term "including" shall mean "including without limitation." <br />(c) Any agreement, instrument or statute defined or referred to herein or in any <br />instrument or certificate delivered in connection herewith means such agreement, instrument or <br />statute as from time to time may be amended, modified or supplemented and includes (in the <br />case of agreements or instruments) references to all attachments and exhibits thereto and <br />instruments incorporated therein; and any references to a Person are also to its permitted <br />successors and assigns. <br />2. Agreement to Sell and Purchase; Conditions Precedent. <br />(a) The Seller agrees to sell, and the Purchaser agrees to purchase, on the Closing <br />Date, for an amount equal to the Purchase Price, all right, title and interest of the Seller in and to <br />the "Proposition lA receivable" as defined in Section 6585(g) of the California Government <br />Code (the "Proposition 1 A Receivable"), namely, the right to payment of moneys due or to <br />become due to the Seller pursuant to Section 25.5(a)(1)(B)(iii) of Article XIII of the California <br />Constitution and Section 100.06 of the California Revenue and Taxation Code. The Purchase <br />Price shall be paid by the Purchaser to the Seller in two equal cash installment payments, without <br />interest (each, an "Installment Payment" and, collectively, the "Installment Payments"), on <br />January 15, 2010, and May 3, 2010 (each a "Payment Date" and, collectively, the "Payment <br />Dates"). The Purchaser shall pay the Purchase Price by wire transfer pursuant to wire <br />instructions provided by the Seller to the Trustee by e-mail to john.deleray@wellsfargo.com or <br />by facsimile to 213-614-3355, Attention: John Deleray. If wire instructions are not provided to <br />the Trustee (or if such wire instructions are invalid) payment will be made by check mailed to <br />the Seller's Principal Place of Business. <br />(b) The performance by the Purchaser of its obligations hereunder shall be <br />conditioned upon: <br />(i) Transaction Counsel receiving on or before the date the Bonds are sold <br />(the "Pricing"), to be held in escrow until the Closing Date and then <br />delivered to the Purchaser on the Closing Date, the following documents <br />2 <br />55A-10 <br />