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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 I Receivable Financin <br />Dear Sir or Madam: <br />The QW of So*a Ana (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 pp�l 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 IA 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 />1. certified copy of the Resolution, together with a certificate of the Clerk of the <br />Co=jI, 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 />55A -33 <br />