06 120312 SA HA WASHINGTON Pl FLA - Attach 2

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Lender Note in whole or any participation interests in the Governmental Lender Note, to Qualified Buyers, in each case only in Authorized Denominations, subject to, except as otherwise provided in Section 2.6 of the Funding Loan Agreement, delivery to the Governmental Lender and the Fiscal Agent of an investor letter from the transferee in substantially the same substance as this Investor Letter with no revisions except as maybe approved in writing by the Governmental Lender. The Holder shall not sell or transfer the Governmental Lender Note or any interest therein to a party related to or affiliated with the Borrower or any general partner, limited partner or member of the Borrower without the prior written consent of the Governmental Lender. 5. The Holder understands that the Governmental Lender Note is a limited obligation of the Governmental Lender, payable solely from funds and moneys pledged and assigned under the Funding Loan Agreement, and that the liabilities and obligations of the Governmental Lender with respect to the Governmental Lender Note are expressly limited as set forth in the Funding Loan Agreement and related documents. 6. The Holder hereby waives the requirement of any "due diligence investigation or inquiry" by the Governmental Lender, by each employee of the Governmental Lender, by each member of the Board of Commissioners of the Governmental Lender, and by counsel to the Governmental Lender, the Fiscal Agent, counsel to the Fiscal Agent and Tax Counsel in connection with the authorization, execution and delivery of the Governmental Lender Note and the Holder's purchase of the Governmental Lender Note, other than, in the case of counsel, such professional due diligence normally and customarily required for such counsel to deliver any opinion delivered by it in connection with the issuance of the Governmental Lender Note. The Holder recognizes and agrees that the Governmental Lender, each employee of the Governmental Lender, each member of the Board of Commissioners of the Governmental Lender, counsel to the Governmental Lender, the Fiscal Agent, counsel to the Fiscal Agent and Tax Counsel have made no representations or statements (expressed or implied) with respect to the accuracy or completeness of any of the materials reviewed by the Holder in connection with the Holder's purchase of the Governmental Lender Note. In making an investment decision, the Holder is relying upon its own examination of the Governmental Lender, the Borrower, the Project and the terms of the Governmental Lender Note. 7. The Holder understands that (a) the Governmental Lender Note has not been registered with any federal or state securities agency or commission, and (b) no credit rating has been sought or obtained with respect to the Governmental Lender Note, and the Holder acknowledges that the Governmental Lender Note is a speculative investment and that there is a high degree of risk in such investment. 8. The Holder acknowledges that the Governmental Lender Note is a limited obligation of the Governmental Lender, payable solely from amounts provided by or at the direction of the Borrower, and is not an obligation payable from the general revenues or other funds of the Governmental Lender, the State of California or any other political subdivision of the State of California. The Holder acknowledges that the Governmental Lender is issuing the Governmental Lender Note on a conduit, nonrecourse basis, and has no continuing obligations ~~~ith respect thereto except as expressly set forth ir. the Funding Loan Agreement. 9. The Holder agrees to indemnify and hold harmless the Governmental Lender, its officers, employees and agents and the members of the governing board of the Governmental Lender, past, present and future, with respect to any claim asserted against any of them that is based upon the Holder's sale, transfer or other disposition of its interest in the Funding Loan in violation of the provisions hereof or of the Funding Loan Agreement or any inaccuracy in any statement made by the Holder in this letter. C:\UsersltadlDesktoplSantaAna HAWashington Place $_~ FLA.doc DRAFT 11/28/12 8:39AM