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EXHIBIT B <br />F(JRM OF INVEST~JR LETTER <br />f , 20-] <br />Housing Authority of the City of Santa Ana <br />[Wilmington Trust, National Association] <br />Re: Housing Authority of the City of Santa Ana Multifamily Housing Revenue <br />[Real Estate][IRP] Note (Flower Terrace) 2011 Series A-1 [2] (the "Governmental Lender <br />Note"), evidencing the [Real Estate] [IRP] portion of a loan (the "Funding <br />Loan") in the maximum principal amount of $ from Citibank, N.A. (the "Funding <br />Lender") to the Housing Authority of the City of Santa Ana (the "Governmental Lender") <br />pursuant to a <br />Funding Loan Agreement, dated as of December 1, 2012 (the "Funding Loan Agreement") <br />among the Funding Lender, the Governmental Lender and [Wilmington Trust, National <br />Association] ("Fiscal Agent") <br />Ladies and Gentlemen: <br />The undersigned, as holder (the "Holder") of the above referenced Governmental Lender Note <br />evidencing a portion of the above referenced Funding Loan originated under a Funding Loan Agreement <br />dated as of December 1, 2012 (the "Funding Loan Agreement") among the Housing .Authority of the City <br />of Santa Ana (the ("Lender"), Holder, as funding lender, and [Wilmington Trust, National Association] <br />("Fiscal Agent"), hereby represents that: <br />1. The Holder has sufficient knowledge and experience in financial and business matters <br />with respect to the evaluation of residential real estate developments such as the Project to be able to <br />evaluate the risk and merits of the investment represented by the Funding Loan. We are able to bear the <br />economic risks of such investment. <br />2. The Holder acknowledges that it has either been supplied with or been given access to <br />information, including financial statements and other financial information, to which a reasonable <br />investor would attach significance in making investment decisions, and the Holder has had the <br />opportunity to ask questions and receive answers from knowledgeable individuals concerning the <br />Governmental Lender, the Project, the Borrower, the use of proceeds of the Funding Loan and the <br />Funding Loan, the Governmental Lender Note and the security therefor so that, as a reasonable investor, <br />the Holder has been able to make its decision to extend the Funding Loan and acquire the Governmental <br />Lender Note. The Holder acknowledges that it has not relied upon the addressees hereof for any <br />information in connection with the Holder's purchase of Governmental Lender Note. <br />3. The Holder is a Qualified Buyer. <br />4. The Holder acknowledges that it is purchasing the Governmental Lender Note for <br />investment for its own account and not with a present view toward resale or the distribution thereof, in <br />that it does not now intend to resell or otherwise dispose of all or any part of its interests in the <br />Governmental Lender Note; provided, however, that the Holder may sell or transfer the Governmental <br />C:1tJsersltadlDesktop\Santa Ana HA Washington Place <br />FLA.doc <br />DRAFT 11/28/12 ~:39AM <br />