Common use of Preliminary Limited Offering Memorandum Clause in Contracts

Preliminary Limited Offering Memorandum. The Landowner represents and warrants that the information set forth in the Preliminary Limited Offering Memorandum, as of its date and the date hereof, under the captions “PLAN OF FINANCE — Development Plan” and “ – Status of Land Sales to Builders,” “THE IMPROVEMENTS,” “THE DEVELOPMENT,” and “THE LANDOWNER” and, to the best of its knowledge after due inquiry, (1) any information pertaining to Lennar Homes of Texas Land and Construction Ltd. set forth under the captions “PLAN OF FINANCE – Development Plan” and “THE DEVELOPMENT”, (2) any information pertaining to M/I Homes of Austin, LLC set forth under the caption “THE DEVELOPMENT”, and (3) the information set forth under the captions “BONDHOLDERS’ RISKS” (only as it pertains to the Landowner, the Authorized Improvements and the Development, as defined in the Limited Offering Memorandum), “LEGAL MATTERS – Litigation – The Landowner,” and “CONTINUING DISCLOSURE — The Landowner” and “– The Landowner’s Compliance with Prior Undertakings,” is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Landowner agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained in this subsection (f) with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. DRAFT

Preliminary Limited Offering Memorandum. The Landowner represents and warrants that the information set forth contained in the Preliminary Limited Offering MemorandumMemorandum is true and correct in all material respects, as and such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the 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 Depository Trust Company, New York, New York (“DTC”), or its date book-entry-only system, and (ii) the date hereof, 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,” and “THE LANDOWNER,” and, to the best of its knowledge after due inquiry, (1) any information pertaining to Lennar Homes of Texas Land and Construction Ltd. set forth under the captions “PLAN APPRAISAL OF FINANCE – Development Plan” and “THE DEVELOPMENTPROPERTY WITHIN IMPROVEMENT AREA #2”, (2) any information pertaining to M/I Homes of Austin, LLC set forth under the caption “THE DEVELOPMENT”, and (3) the information set forth under the captions “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,” and “CONTINUING DISCLOSURE — The Landowner” and “– “ — The Landowner’s Compliance with Prior Undertakings,” is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Landowner agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained in this subsection (f) with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. DRAFT“INFORMATION RELATING TO THE TRUSTEE.”

Preliminary Limited Offering Memorandum. The Landowner represents and warrants that the information set forth contained in the Preliminary Limited Offering Memorandum, as of its date and the date hereof, under the captions “PLAN OF FINANCE — Development Plan” and “ – Status of Land Sales to Builders,” “THE IMPROVEMENTS,” “THE DEVELOPMENT,” and “THE LANDOWNER” and, to the best of its knowledge after due inquiry, (1) any information pertaining to Lennar Homes of Texas Land and Construction Ltd. set forth under the captions “PLAN OF FINANCE – Development Plan” and “THE DEVELOPMENT”, (2) any information pertaining to M/I Homes of Austin, LLC set forth under the caption “THE DEVELOPMENT”, and (3) the information set forth under the captions “BONDHOLDERS’ RISKS” (only as it pertains to the Landowner, the Authorized Improvements and the Development, as defined in the Limited Offering Memorandum), “LEGAL MATTERS – Litigation – The Landowner,” and “CONTINUING DISCLOSURE — The Landowner” and “– The Landowner’s Compliance with Prior Undertakings,” Memorandum is true and correct in all material respects, and such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Landowner agrees to provide a certificate dated ; provided, however, that the Closing Date affirming, as of such date, the City makes no representations contained in this subsection (f) with respect to (i) the descriptions in the Preliminary Limited Offering Memorandum of DTC, or its book- entry-only system, and (ii) the City makes no representation with respect to the information in the Preliminary Limited Offering 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 “— Phased Bonds,” “THE IMPROVEMENT AREA #1 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “THE SPECIAL ASSESSMENT CONSULTANT,” “THE SERVICE AND ASSESSMENT PLAN CONSULTANT,” “APPRAISAL OF BOND ASSESSED PARCELS,” “THE MARKET STUDY,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Improvement Area #1 Improvements and the Development, as defined in the Limited Offering Memorandum. DRAFT), “LEGAL MATTERS — Litigation – The Developer,” “CONTINUING DISCLOSURE — The Developer” and “— The Developer’s Compliance with Prior Undertakings,” and “INFORMATION RELATING TO THE TRUSTEE.”

Preliminary Limited Offering Memorandum. The Landowner represents and warrants that the information set forth contained in the Preliminary Limited Offering MemorandumMemorandum is true and correct in all material respects, as and such information does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the 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 Depository Trust Company, New York, New York (“DTC”), or its date book-entry-only system, and (ii) the date hereof, 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,” and “THE LANDOWNER,” and, to the best of its knowledge after due inquiry, (“APPRAISAL OF PROPERTY WITHIN IMPROVEMENT AREA #1) any information pertaining to Lennar Homes of Texas Land and Construction Ltd. set forth under the captions “PLAN OF FINANCE – Development Plan” and “THE DEVELOPMENT”, (2) any information pertaining to M/I Homes of Austin, LLC set forth under the caption “THE DEVELOPMENT”, and (3) the information set forth under the captions “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,” and “CONTINUING DISCLOSURE — The Landowner” and “– “ — The Landowner’s Compliance with Prior Undertakings,” is true and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Landowner agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained in this subsection (f) with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. “INFORMATION RELATING TO THE TRUSTEE.” DRAFT

Preliminary Limited Offering Memorandum. The Landowner represents and warrants that the information set forth in the Preliminary Limited Offering Memorandum, as of its date and the date hereof, under the captions “PLAN OF FINANCE — Development Plan” and “ – Status of Land Sales to Builders,” “THE IMPROVEMENTS,” “THE DEVELOPMENT,” and “THE LANDOWNER” and, to the best of its knowledge after due inquiry, (1) any information pertaining to Lennar Homes of Texas Land and Construction Ltd. set forth under the captions “PLAN OF FINANCE DRAFT – Development Plan” and “THE DEVELOPMENT”, (2) any information pertaining to M/I Homes of Austin, LLC set forth under the caption “THE DEVELOPMENT”, and (3) the information set forth under the captions “BONDHOLDERS’ RISKS” (only as it pertains to the Landowner, the Authorized Improvements and the Development, as defined in the Limited Offering Memorandum), “LEGAL MATTERS – Litigation – The Landowner,” and “CONTINUING DISCLOSURE — The Landowner” and “– The Landowner’s Compliance with Prior Undertakings,” is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Landowner agrees to provide a certificate dated the Closing Date affirming, as of such date, the representations contained in this subsection (f) with respect to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. DRAFT.