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EXHIBIT C3 <br /> BILL OF SALE AND BRINGDOWN CERTIFICATE <br /> <br /> BILL OF SALE AND BRINGDOWN CERTIJFICATE <br /> <br /> In consideration of the payment and delivery by the California Statewide <br />Communities Development Authority (the "Purchaser") to the undersigned (the "Seller") of <br />$[Final Purchase Price] (the "Final Purchase Price"), and pursuant to terms and conditions of the <br />Purchase and Sale Agreement (the "Sale Agreement"), dated March 2, 2005, between the Seller <br />and the Purchaser, the Seller does hereby (a) transfer, grant, bargain, sell, assign, convey, set <br />over and deliver to the Purchaser, absolutely and not as collateral security, without recourse <br />except as expressly provided in the Sale Agreement, the VLF Receivable as defined in the Sale <br />Agreement (the "VLF Receivable"), and (b) assign to the Purchaser, to the extent permitted by <br />law (as to which no representation is made), all present or future rights, if any, of the Seller to <br />enforce or cause the enforcement of payment of the VLF Receivable pursuant to the Act (as <br />defined in the Sale Agreement) and other applicable law. <br /> <br /> The Seller hereby acknowledges receipt of the Final Purchase Price. <br /> <br /> The Seller hereby certifies that the representations and warranties of the Seller set <br />forth in the Certificate of the City Clerk dated March 2, 2005, the Seller Certificate dated March <br />2, 2005, and in the Transaction Documents (as such terms are defined in the Sale Agreement) are <br />true and correct in all material respects as of the date hereof(except for such representations and <br />warranties made as of a specified date, which are tree and correct as of such date). <br /> <br />Dated: [Closing Date] <br />CITY OF PLEASANTON <br /> <br /> By: <br /> Authorized Officer <br /> <br />Taxable <br />DOCSSF1:795397.1 C3-1 <br /> <br /> <br />