Common use of Limited Offering Memorandum Clause in Contracts

Limited Offering Memorandum. At the time of the City’s acceptance hereof and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph (d) of Section 5 of this Agreement) at all times subsequent thereto during the period up to and including the 25th day subsequent to the “end of the underwriting period,” the information contained in the Limited Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of the DTC, or its book-entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan” and “ – Status of Land Sales to Builders,” “THE IMPROVEMENTS,” “THE DEVELOPMENT,” “THE LANDOWNER,” “APPRAISAL OF PROPERTY WITHIN IMPROVEMENT AREA #2”, “BONDHOLDERS’ RISKS” (only as it pertains to the Landowner, the Authorized Improvements and the Development, as defined in the Limited Offering Memorandum), “THE SERVICE AND ASSESSMENT PLAN CONSULTANT,” “LEGAL MATTERS — Litigation – The Landowner,” “CONTINUING DISCLOSURE — The Landowner” and “ — The Landowner’s Compliance with Prior Undertakings,” and “INFORMATION RELATING TO THE TRUSTEE;” and further provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then-current form shall be conclusively deemed to be complete and correct in all material respects. DRAFT

Limited Offering Memorandum. At the time of the City’s acceptance hereof and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph (d) of Section 5 of this Agreement) at all times subsequent thereto during the period up to and including the 25th twenty-fifth (25th) day subsequent to the “end of the underwriting period,” the information contained in the Limited Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of the DTC, or its book-entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan,” “— Status of Improvement Area #1,” “— Homebuilders and Status of Home Construction,” “— The Reimbursement Agreement” and “ – Status of Land Sales to Builders“— Phased Bonds,” “THE IMPROVEMENT AREA #1 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE LANDOWNERDEVELOPER,” “THE SPECIAL ASSESSMENT CONSULTANT,” “THE SERVICE AND ASSESSMENT PLAN CONSULTANT,” “APPRAISAL OF PROPERTY WITHIN IMPROVEMENT AREA #2”, BOND ASSESSED PARCELS,” “THE MARKET STUDY,” “BONDHOLDERS’ RISKS” (only as it pertains to the LandownerDeveloper, the Authorized Improvement Area #1 Improvements and the Development, as defined in the Limited Offering Memorandum), “THE SERVICE AND ASSESSMENT PLAN CONSULTANT,” “LEGAL MATTERS — Litigation – The LandownerDeveloper,” “CONTINUING DISCLOSURE — The LandownerDeveloper” and “ “— The LandownerDeveloper’s Compliance with Prior Undertakings,” and “INFORMATION RELATING TO THE TRUSTEE;” and further provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then-then- current form shall be conclusively deemed to be complete and correct in all material respects. DRAFT

Limited Offering Memorandum. At In connection with the time sale of the City’s acceptance hereof Bonds, the Company has prepared a preliminary limited offering memorandum, dated July 14, 2016 (as amended or supplemented as of the date hereof, the “Preliminary Limited Offering Memorandum”), and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph (d) Memorandum. Each of Section 5 of this Agreement) at all times subsequent thereto during the period up to and including the 25th day subsequent to the “end of the underwriting period,” the information contained in the Limited Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or and the Limited Offering Memorandum sets forth certain information concerning the Issuer, the Company, the Financing Documents and the Bonds. In order to enable the Underwriter to comply with Rule 15c2-12 (the “Rule”) under the Securities Exchange Act of 1934 (the “Exchange Act”) and rules of the DTCMunicipal Securities Rulemaking Board (the “MSRB”), or its book-entry-only system, and (ii) the City makes no representation with respect Company shall provide to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan” and “ – Status Underwriter sufficient copies of Land Sales to Builders,” “THE IMPROVEMENTS,” “THE DEVELOPMENT,” “THE LANDOWNER,” “APPRAISAL OF PROPERTY WITHIN IMPROVEMENT AREA #2”, “BONDHOLDERS’ RISKS” (only as it pertains to the Landowner, the Authorized Improvements and the Development, as defined in the Limited Offering Memorandum), “THE SERVICE AND ASSESSMENT PLAN CONSULTANT,” “LEGAL MATTERS — Litigation – The Landowner,” “CONTINUING DISCLOSURE — The Landowner” and “ — The Landowner’s Compliance with Prior Undertakings,” and “INFORMATION RELATING TO THE TRUSTEE;” and further provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in electronic word-searchable portable document format, which the Issuer (only with respect to the statements therein with respect to the Issuer under the captions “THE ISSUER” and “LITIGATION”) and the Company (with respect to all other statements therein) deemed final as of its then-current form shall be conclusively deemed date. The Issuer and the Company hereby ratify and confirm the use by the Underwriter prior to be complete the Date Hereof of the Preliminary Limited Offering Memorandum, and correct authorize the use of the Limited Offering Memorandum by the Underwriter, in all material respectsconnection with the public offering and sale of the Bonds. DRAFTThe Underwriter agrees to provide a certificate at Closing stating that it has filed a copy of the Limited Offering Memorandum with the MSRB in accordance with the Rule and stating whether or not the Underwriter retains any unsold balance of Bonds for sale to the public. In the event that it does so retain for sale to the public any such Bonds as of the Closing, the Underwriter agrees to promptly notify the Issuer and the Company of the date on which the Underwriter no longer retains any unsold balance of the Bonds for sale to the public.

Limited Offering Memorandum. At the time of the City’s acceptance hereof and (unless the Limited Offering Memorandum is amended or supplemented pursuant to paragraph (d) of Section 5 of this Agreement) at all times subsequent thereto during the period up to and including the 25th day subsequent to the “end of the underwriting period,” the information contained in the Limited Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of the DTC, or its book-entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum under the captions and subcaptions “PLAN OF FINANCE — Development Plan” and “ – Status of Land Sales to Builders,” “THE IMPROVEMENTS,” “THE DEVELOPMENT,” “THE LANDOWNER,” “APPRAISAL OF PROPERTY WITHIN IMPROVEMENT AREA #21”, “BONDHOLDERS’ RISKS” (only as it pertains to the Landowner, the Authorized Improvements and the Development, as defined in the Limited Offering Memorandum), “THE SERVICE AND ASSESSMENT PLAN CONSULTANT,” “LEGAL MATTERS — Litigation – The Landowner,” “CONTINUING DISCLOSURE — The Landowner” and “ — The Landowner’s Compliance with Prior Undertakings,” and “INFORMATION RELATING TO THE TRUSTEE;” and further provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then-current form shall be conclusively deemed to be complete and correct in all material respects. DRAFT.