Agmt 2009 California Statewide Communities Development Authority

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EXHIBIT D IRREVOCABLE INSTRUCTIONS TO CONTROLLER IRREVOCABLE INSTRUCTIONS FOR DISBURSEMENT OF PROPOSITION l A RECEIVABLE OF CITY OF SAN LEANDRO Dated: Closing Date Office of the Controller State of California P.O. Box 942850 Sacramento, California 94250-5872 Re: Notice of Sale of Proposition 1 A Receivable by the City of San Leandro and Wiring Instructions Information Form Dear Sir or Madam: Pursuant to Section 6588.6(c) of the California Government Code, City of San Leandro (the "Seller") hereby notifies you of the sale by Seller, effective as of the date of these instructions written above, of all right, title and interest of the Seller in and to the "Proposition 1 A Receivable" as defined in Section 6585(g) of the California Government Code (the "Proposition 1 A Receivable"), namely, the right to payment of moneys due or to become due to the Seller pursuant to Section 25.5(a)(I)(B)(iii) of Article XIII of the California Constitution and Section l 00.06 of the California Revenue and Taxation Code. By resolution, the Seller's City Council authorized the sale of the Proposition 1 A Receivable to the California Statewide Communities Development Authority (the "Purchaser") pursuant to a Purchase and Sale Agreement, dated as of November I, 2009 (the "Purchase and Sale Agreement") and a Bill of Sale, dated the Closing Date (as defined in the Purchase and Sale Agreement). The Proposition lA Receivable has been pledged and assigned by the Purchaser pursuant to an Indenture, dated as ofNovernber 1, 2009 (the "Indenture") between the Purchaser and Wells Fargo Bank, National Association, as Trustee (the "Trustee"). The Seller hereby irrevocably requests and directs that, commencing as of the date of these instructions written above, all payments of the Proposition lA Receivable (and documentation related thereto) be made directly to Wells Fargo Bank, National Association, as Trustee, in accordance with the wire instructions and bank routing information set forth below. Please note that the sale of the Proposition lA Receivable by the Seller is irrevocable and that: (i) the Seller has no power to revoke or amend these instructions at any time; (ii) the Purchaser shall have the power to revoke or amend these instructions only if there are no notes of the Purchaser outstanding under the Indenture and the Indenture has been discharged; and (iii) so long as the Indenture has not been discharged, these instructions cannot be revoked or amended by the Purchaser without the consent of the Trustee. Should D-I