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6.2C Page 34 EXHIBIT E ESCROW INSTRUCTION LETTER ESCROW INSTRUCTION LETTER ,2009 California Statewide Communities Development Authority 1100 K Street Sacramento, CA 95814 Re: Proposition lA Receivable Financing Dear Sir or Madam: The City of Redwood City General Improvement District 1-64 (the "Seller") hereby notifies you of its agreement to participate in the California Statewide Communities Development Authority Proposition lA Receivable Financing. By adoption of a resolution (the "Resolution") authorizing the sale of its Proposition lA Receivable, the Seller's City Council has agreed to sell to the California Statewide Communities Development Authority (the "Purchaser"), for a purchase price that meets the conditions set forth in the Resolution, all of its right, title and interest in the Proposition lA Receivable. Enclosed herewith are the following documents which have been duly approved and executed by the Seller and which are to be held in escrow by Orrick, Herrington & Sutcliffe LLP, as transaction counsel ("Transaction Counsel"), as instructed below: 1. certified copy of the Resolution, together with a certificate of the City Clerk, dated the Pricing Date; 2. the Seller Certificate, dated the Pricing Date; 3. the Opinion of Seller's Counsel, dated the Pricing Date; 4. the Opinion of Seller's Counsel (bringdown opinion), dated the Closing Date; 5. the Purchase and Sale Agreement, dated as of November 1,2009; 6. the Bill of Sale and Bringdown Certificate, dated the Closing Date; and 7. the Irrevocable Instructions to Controller, dated the Closing Date. The foregoing documents are to be held in escrow by Transaction Counsel and shall be delivered on the Closing Date (as defined in the Purchase and Sale Agreement), provided that such Closing Date occurs on or before December 31, 2009. E-1