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Attachment B EXHIBIT C FORM OF TRANSFEREE REPRESENTATIONS LETTER \[To be prepared on letterhead of transferee\] \[Date\] City of Roseville, Minnesota 2660 Civic Center Drive Roseville, MN 55113 U.S. Bank National Association, as Fiscal Agent Corporate Trust Services 60 Livingston Avenue, 3rd Floor EP-MN-WS3C St. Paul, MN 55107-2292 Re: Twin Lakes Family Apartments Project Ladies and Gentlemen: The undersigned (the Ð Funding Lender Ñ) hereby acknowledges receipt of the Multifamily Housing Revenue Refunding Note (Twin Lakes Family Apartments Project), Series 2020 in the maximum aggregate principal amount of $34,000,000 dated June ___, 2020 (the Ð Governmental Note Ñ), registered in the name of _______________ and delivered pursuant to the Funding Loan Agreement, dated as of June 1, 2020 (the Ð Funding Loan Agreement Ñ), among America First Multifamily Investors, LP, as Initial Funding Lender (the Ð Initial Funding Lender Ñ), the City of Roseville, Minnesota (the Ð Governmental Lender Ñ), and U.S. Bank National Association (the Ð Fiscal Agent Ñ). Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Funding Loan Agreement. In connection with the \[origination/purchase\] of the Funding Loan by the Funding Lender, the Funding Lender hereby makes the following representations upon which you may rely: 1. The Funding Lender has authority to \[originate/purchase\] the Funding Loan and to execute this letter, and any other instruments and documents required to be executed by the Funding Lender in connection with the \[origination/purchase\] of the Funding Loan. 2. The Funding Lender is an Ðaccredited investorÑ under Regulation D of the Securities Act of 1933 (the Ð Act Ñ) or a Ðqualified institutional buyerÑ under Rule 144(a) of said Act (such Ðaccredited investorÑ or Ðqualified institutional buyerÑ, a Ð Qualified Transferee Ñ), and therefore, has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations, to be able to evaluate the risks and merits of the investment represented by the Funding Loan. C-1 12502516v3