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PURCHASE AND SALE AGREEMENT <br /> <br /> THIS PURCHASE AND SALE AGREEMENT, dated July 14, 2005 (this <br />"a,--,-ement"~ is entered into by and between: <br /> <br /> (1) CITY OF PLEASANTON, a municipal corporation of the State of <br />California (the "Seller"); and <br /> (2) CALIFORNIA STATEWlDE COMMUNITIES DEVELOPMENT <br />AUTHORITY, a joint exercise of powers anthority organized and existing under the laws of the <br />State of California (the "Purchaser"). <br /> <br />RECITALS <br /> <br />A. The Seller is the owner of the VLF Receivable (as defined below). <br /> <br /> B. The Seller is willing to sell, and the Purchaser is willing to purchase, the <br />VLF Receivable upon the terms specified in this Agreement. <br /> <br /> C. The Purchaser will issue its taxable and tax-exempt notes (the "Notes") <br />pursuant to an Indenture (the "Indenture"), between the Purchaser and Wells Fargo Bank, <br />National Association, as trustee (the "Trustee"), and will use a portion of the proceeds thereof to <br />purchase the VLF Receivable from the Seller. <br /> <br /> D. The Purchaser will grant a security interest in such VLF Receivable to the <br />Trustee and each Credit Enhancer to secure the Notes. <br /> <br />AGREEMENT <br /> <br /> NOW, THEREFORE, in consideration of the above Recitals and the mutual <br />covenants herein contained, the parties hereto hereby agree as follows: <br /> <br />1. Definitions and Interpretation. <br /> <br /> (a) For all purposes of this Agreement, except as otherwise expressly provided <br />herein or unless the context otherwise requires, capitalized temis not otherwise defined herein <br />shall have thc meanings ascribed to such terms in Exhibit A attached hereto and which is <br />incorporated by reference herein. <br /> <br /> Co) 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 /> <br /> (c) Any agreement, instrument or statute defined or referred to herein or in any <br />insl~ument 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 /> <br />Taxable <br />DOCSSF1:817948.1 <br /> <br /> <br />