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EXHIBIT B FORM OF INVESTOR LETTER City of Santa Ana 20 Civic Center Plaza Santa Ana, CA, 92701 Attention: City Manager Santa Ana Financing Authority 20 Civic Center Plaza Santa Ana, CA, 92701 Attention: Executive Director Re: $ Lease Agreement, dated as of June 1, 2014, by and between the Santa Ana Financing Authority and the City of Santa Ana, assigned to Western Alliance Public Ladies and Gentlemen The undersigned, (the "Purchaser'), has agreed to acquire (i) a portion of the rights, title and interest of Santa Ana Financing Authority (the "Authority ") under the Lease Agreement, dated as of June 1, 2014 (the "Lease Agreement "), by and between the City of Santa Ana (the "City ") and the Authority, including its rights to receive lease payments to be made by the City under the Lease Agreement. In connection with such purchase, the Purchaser hereby agrees and certifies to the Authority and the City that: (a) The Purchaser has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other obligations of a nature similar to the Lease Agreement to be able to evaluate the risks and merits of the investment represented by the purchase of the rights, title and interest of the Authority under the Lease Agreement. (b) The Purchaser is acquiring the rights, title and interest of the Authority under the Lease Agreement for its own account and not with a view to, or for sale in connection with, any distribution thereof or any part thereof. The Purchaser has not offered to sell, solicited offers to buy, or agreed to sell the rights, title and interest of the Authority under the Lease Agreement or any part thereof, and the Purchaser has no current intention of reselling or otherwise disposing of such rights, title and interest under the Lease Agreement provided, however, such representation shall not preclude the Purchaser from transferring or selling of the rights, title and interest under the Lease Agreement in accordance with the Lease Agreement. The Purchaser is not acting in a broker - dealer capacity in connection with its purchase of the rights, title and interest of the Authority under the Lease Agreement. (c) As a sophisticated investor, the Purchaser has made its own credit inquiry and analysis with respect to the City and the Lease Agreement and has made an independent credit decision based upon such inquiry and analysis and in reliance on the truth, accuracy, and completeness of the representations and warranties of the City set forth in the Lease Agreement and in the information set forth in any materials submitted to the Purchaser by the City. The City has furnished to the Purchaser all the information which the Purchaser, as a reasonable investor, has requested of the City as a result of the Purchaser having attached significance Exhibit B Page 1 4 -116