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Attachment 2 <br /> EXHIBIT E <br /> ESCROW INSTRUCTION LETTER <br /> ESCROW INSTRUCTION LETTER <br /> 2009 <br /> California Statewide Communities Development Authority <br /> 1100 K Street <br /> Sacramento, CA 95814 <br /> Re: Proposition IA Receivable Financing <br /> Dear Sir or Madam: <br /> The City of Pleasanton (the "Seller hereby notifies you of its agreement to <br /> participate in the California Statewide Communities Development Authority Proposition IA <br /> Receivable Financing. By adoption of a resolution (the "Resolution authorizing the sale of its <br /> Proposition IA Receivable, the Seller's City Council has agreed to sell to the California <br /> Statewide Communities Development Authority (the "Purchaser for a purchase price that <br /> meets the conditions set forth in the Resolution, all of its right, title and interest in the <br /> Proposition I A Receivable. <br /> Enclosed herewith are the following documents which have been duly approved <br /> and executed by the Seller and which are to be held in escrow by Orrick, Herrington <br /> Sutcliffe LLP, as transaction counsel "Transaction Counsel as instructed below: <br /> I certified copy of the Resolution, together with a certificate of the City Clerk, <br /> dated the Pricing Date; <br /> 2. the Seller Certificate, dated the Pricing Date; <br /> 3. the Opinion of Seller's Counsel, dated the Pricing Date; <br /> 4. the Opinion of Seller's Counsel (bringdown opinion), dated the Closing Date; <br /> 5. the Purchase and Sale Agreement, dated as of November 1, 2009; <br /> 6. the Bill of Sale and Bringdown Certificate, dated the Closing Date; and <br /> 7. the Irrevocable Instructions to Controller, dated the Closing Date. <br /> The foregoing documents are to be held in escrow by Transaction Counsel and <br /> shall be delivered on the Closing Date (as defined in the Purchase and Sale Agreement), <br /> provided that such Closing Date occurs on or before December 31, 2009. <br /> E -1 <br />