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Attachment 2 <br /> 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 IA receivable" as defined in Section 6585(g) of the California Government <br /> Code (the "Proposition IA Receivable namely, the right to payment of moneys due or to <br /> become due to the Seller pursuant to Section 25.5(a)(I)(B)(iii) of Article X111 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 Date 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 />