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Exhibit E <br /> Auction Agent <br /> Agreement <br /> NOTICE OF CONVERSION <br /> Santa Ana Financing Authority <br /> Police Administration and Holding Facility <br /> Lease Revenue Bonds, Series 1994A <br /> Auction Rate Securities <br /> Inverse Rate Securities <br /> Manager, Mandatory Exchanges <br /> Reorganization Window <br /> The Depository Trust Company <br /> 7 Hanover Square - 23rd Floor <br /> New York, New York 10004 <br /> Please be advised that positions maintained by you as of the close of business on the next <br /> succeeding Interest Payment Date ( ) as Newly Fixed AIRS on the <br /> above-captioned issue (CUSIP No. ), should be exchanged for an equal principal amount <br /> of Regular Fixed AIRS on such issue (CUSIP No. ) effective as of the opening of <br /> business on the following Business Day. <br /> Terms used herein have the meanings set forth in the Indenture relating to the <br /> above-referenced issue. <br /> THE BANK OF NEW YORK, as Auction Agent <br /> By: <br /> Title: <br /> Date: <br /> u1-69756.2 E-1 <br />