Common use of Updating of Limited Offering Memorandum Clause in Contracts

Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to the Rule (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than twenty-five (25) days after the “end of the underwriting period” for the Bonds), the City or the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a 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, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City or the Developer, as applicable, will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City or the Developer, as applicable, will forthwith prepare and furnish, at the expense of the Developer (in a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended or supplemented will 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 light of the circumstances under which they were made, not misleading or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City or the Developer in accordance herewith, (i) neither the City nor the Developer makes any representations with respect to the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York, (“DTC”), its book-entry-only system, or the information under the caption “BOOK-ENTRY ONLY SYSTEM,” (ii) the City makes no representations 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 “University Property,” “THE MAJOR IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “THE SPECIAL ASSESSMENT CONSULTANT,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer and the Project), “LEGAL MATTERS – Litigation – The Developer;” “UNDERWRITING,” “CONTINUING DISCLOSURE – The Developer” and “INFORMATION RELATING TO THE TRUSTEE”; and (iii) the Developer makes no representations with respect to the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum except for the information under the captions “PLAN OF FINANCE – Developer Plan and – University Property,” “THE MAJOR IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS RISKS” (only as it pertains to the Developer and the Project) and “LEGAL MATTERS – Litigation – the Developer,” “CONTINUING DISCLOSURE – The Developer,” and the information provided by the Developer and included in “APPENDIX C – Form of Service and Assessment Plan,” “APPENDIX F – Appraisal of the District,” “APPENDIX H – Market Study” and “APPENDIX I – Engineer’s Report.” If such notification shall be subsequent to the Closing, the City, or the Developer, as the case may be, at the expense of the Developer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City or the Developer, as applicable, shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the MSRB.

Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to the Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in the RuleRule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than twenty-five (25) days the 25th day after the “end of the underwriting period” for the Bonds), the City or the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to 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, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City or the Developer, as applicable, will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City or the Developer, as applicable, will forthwith prepare and furnish, at no expense to the expense of the Developer Underwriter (in a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended or and supplemented will 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 light of the circumstances under which they were made, not misleading or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City or the Developer in accordance herewith, (i) neither the City nor the Developer makes any no representations with respect to the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York, York (“DTC”), or its book-entry-only system, or the information under the caption “BOOK-ENTRY ONLY SYSTEM,” and (ii) the City makes no representations 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 “University Property“ – Status of Land Sales to Builders,” “THE MAJOR IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPERLANDOWNER,” “THE SPECIAL ASSESSMENT CONSULTANT,” APPRAISAL OF PROPERTY WITHIN IMPROVEMENT AREA #2”, “BONDHOLDERS’ RISKS” (only as it pertains to the Developer Landowner, the Authorized Improvements and the Project), “LEGAL MATTERS – Litigation – The Developer;” “UNDERWRITING,” “CONTINUING DISCLOSURE – The Developer” and “INFORMATION RELATING TO THE TRUSTEE”; and (iii) the Developer makes no representations with respect to the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum except for the information under the captions “PLAN OF FINANCE – Developer Plan and – University Property,” “THE MAJOR IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS RISKS” (only as it pertains to the Developer and the Project) and “LEGAL MATTERS – Litigation – the Developer,” “CONTINUING DISCLOSURE – The Developer,” and the information provided by the Developer and included in “APPENDIX C – Form of Service and Assessment Plan,” “APPENDIX F – Appraisal of the District,” “APPENDIX H – Market Study” and “APPENDIX I – Engineer’s Report.” If such notification shall be subsequent to the Closing, the City, or the DeveloperDevelopment, as the case may be, at the expense of the Developer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to defined in the Limited Offering Memorandum. ), “THE SERVICE AND ASSESSMENT PLAN CONSULTANT,” “LEGAL MATTERS — Litigation – The City or the Developer, as applicable, shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the MSRB.DRAFT

Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to the Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in the RuleRule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than twenty-five (25) days the 25th day after the “end of the underwriting period” for the Bonds), the City or the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to 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, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City or the Developer, as applicable, will notify the Underwriter promptly (and for the purposes of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City or the Developer, as applicable, will forthwith prepare and furnish, at no expense to the expense of the Developer Underwriter (in a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended or and supplemented will 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 or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City or the Developer in accordance herewith, (i) neither the City nor the Developer makes any no representations with respect to the following information (collectively, the “Non-City Disclosures”), (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York, York (“DTC”), or its book-entry-only system, or the information under the caption “BOOK-ENTRY ONLY SYSTEM,” and (ii) the City makes no representations with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum in any maps included therein or under the captions and subcaptions “PLAN OF FINANCE — Development Plan,” and “University Property— Home Development within the District,” “LIMITATIONS APPLICABLE TO INITIAL PURCHASERS,” “BOOK ENTRY-ONLY SYSTEM,” “THE MAJOR IMPROVEMENT AREA #4 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “THE SPECIAL ASSESSMENT CONSULTANTADMINISTRATOR,” “APPRAISAL OF PROPERTY WITHIN IMPROVEMENT AREA #4,” “BONDHOLDERS’ ' RISKS” (only as it pertains to the Developer and the ProjectDevelopment, as defined in the Limited Offering Memorandum), “LEGAL MATTERS – — Litigation – — The Developer;,” “UNDERWRITINGSUITABILITY FOR INVESTMENT,” “CONTINUING DISCLOSURE – — The Developer” and “— The Developer’s Compliance with Prior Undertakings,” “INFORMATION RELATING TO THE TRUSTEE”; and (iii) the Developer makes no representations with respect to the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum except for the information under the captions “PLAN OF FINANCE – Developer Plan and – University Property,” “THE MAJOR IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS RISKS” (only as it pertains to the Developer and the Project) and “LEGAL MATTERS – Litigation – the Developer,” “CONTINUING DISCLOSURE – The Developer,” and the information provided by the Developer and included in “APPENDIX C – Form of Service and Assessment Plan,” “APPENDIX F – Appraisal of the District,” “APPENDIX H – Market StudyE-2” and “APPENDIX I – Engineer’s Report.H.” If such notification shall be subsequent to the ClosingClosing Date, the City, or at no expense to the DeveloperUnderwriter, as the case may be, at the expense of the Developer shall furnish such legal opinions, certificates, instruments instruments, and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City or the Developer, as applicable, shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, , (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and and (ii) in a printed format in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of the Rule 15c2-12 and the rules of the MSRB.

Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to the Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in the RuleRule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than the twenty-five fifth (2525th) days day after the “end of the underwriting period” for the Bonds), the City or the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to 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, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City or the Developer, as applicable, will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City or the Developer, as applicable, will forthwith prepare and furnish, at the expense of the Developer from (in a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended or supplemented will 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 light of the circumstances under which they were made, not misleading or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City or the Developer in accordance herewith, (i1) neither the City nor the Developer makes any representations with respect to the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York, York (“DTC”), or its book-entry-only system, or the information under the caption “BOOK-ENTRY ONLY SYSTEM,” and (ii) the City makes no representations with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum in any maps included therein or under the captions and subcaptions “PLAN OF FINANCE — Development Plan,” “— Status of Development” and “University Property— Homebuilders and Status of Home Construction,” “LIMITATIONS APPLICABLE TO INITIAL PURCHASERS,” “BOOK-ENTRY ONLY SYSTEM,” “OVERLAPPING TAXES AND DEBT — Owners’ Association,” “THE MAJOR IMPROVEMENT AREA #2 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “THE SPECIAL ASSESSMENT CONSULTANT,” “THE ADMINISTRATOR,” “APPRAISAL OF IMPROVEMENT AREA #2,” “THE MARKET STUDY,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer Developer, the Improvement Area #2 Improvements, and the ProjectDevelopment, as defined in the Limited Offering Memorandum), “LEGAL MATTERS – — Litigation – The Developer;” “UNDERWRITING,” “CONTINUING DISCLOSURE – — The Developer” and “— The Developer’s Compliance with Prior Undertakings,” “INFORMATION RELATING TO THE TRUSTEE”; and (iii) the Developer makes no representations with respect to the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum except for the information under the captions “PLAN OF FINANCE – Developer Plan and – University Property,” “THE MAJOR IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS RISKS” (only as it pertains to the Developer and the Project) and “LEGAL MATTERS – Litigation – the Developer,” “CONTINUING DISCLOSURE – The Developer,” and the information provided by the Developer and included in “APPENDIX C – Form of Service and Assessment Plan,” “APPENDIX F – Appraisal of the DistrictE-2,” “APPENDIX H – Market StudyF,” and “APPENDIX I – Engineer’s Report.H.” If such notification shall be subsequent to the ClosingClosing (defined herein), the City, or at no expense to the DeveloperUnderwriter, as the case may be, at the expense of the Developer shall furnish such legal opinions, certificates, instruments instruments, and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City or the Developer, as applicable, shall provide any such amendment or supplement, supplement or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of the Rule 15c2-12 and the rules of the MSRB.

Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to the Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in the RuleRule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than twenty-five (25) days the 25th day after the “end of the underwriting period” for the Bonds), the City or the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to 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, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City or the Developer, as applicable, will notify the Underwriter promptly (and for the purposes of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City or the Developer, as applicable, will forthwith prepare and furnish, at no expense to the expense of the Developer Underwriter (in a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended or and supplemented will 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 or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City or the Developer in accordance herewith, (i) neither the City nor the Developer makes any no representations with respect to the following information (collectively, the “Non-City Disclosures”), (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York, York (“DTC”), or its book-entry-only system, or the information under the caption “BOOK-ENTRY ONLY SYSTEM,” and (ii) the City makes no representations with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum in any maps included therein or under the captions and subcaptions “PLAN OF FINANCE — Development Plan,” and “University Property— Home Development within the District,” “LIMITATIONS APPLICABLE TO INITIAL PURCHASERS,” “BOOK-ENTRY-ONLY SYSTEM,” “THE MAJOR IMPROVEMENT AREA #4 IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “THE SPECIAL ASSESSMENT CONSULTANTADMINISTRATOR,” “APPRAISAL OF PROPERTY WITHIN IMPROVEMENT AREA #4,” “BONDHOLDERS’ ' RISKS” (only as it pertains to the Developer and the ProjectDevelopment, as defined in the Limited Offering Memorandum), “LEGAL MATTERS – — Litigation – — The Developer;,” “UNDERWRITINGSUITABILITY FOR INVESTMENT,” “CONTINUING DISCLOSURE – — The Developer” and “— The Developer’s Compliance with Prior Undertakings,” “INFORMATION RELATING TO THE TRUSTEE”; and (iii) the Developer makes no representations with respect to the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum except for the information under the captions “PLAN OF FINANCE – Developer Plan and – University Property,” “THE MAJOR IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS RISKS” (only as it pertains to the Developer and the Project) and “LEGAL MATTERS – Litigation – the Developer,” “CONTINUING DISCLOSURE – The Developer,” and the information provided by the Developer and included in “APPENDIX C – Form of Service and Assessment Plan,” “APPENDIX F – Appraisal of the District,” “APPENDIX H – Market StudyE-2” and “APPENDIX I – Engineer’s Report.H.” If such notification shall be subsequent to the ClosingClosing Date, the City, or at no expense to the DeveloperUnderwriter, as the case may be, at the expense of the Developer shall furnish such legal opinions, certificates, instruments instruments, and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City or the Developer, as applicable, shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, , (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and and (ii) in a printed format in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of the Rule 15c2-12 and the rules of the MSRB.

Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to the Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in the RuleRule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than the twenty-five fifth (2525th) days day after the “end of the underwriting period” for the Bonds), the City or the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to 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, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City or the Developer, as applicable, will notify the Underwriter (and for the DRAFT purposes of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City or the Developer, as applicable, will forthwith prepare and furnish, at no expense to the expense of the Developer Underwriter (in a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended or and supplemented will 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 light of the circumstances under which they were made, not misleading or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City or the Developer in accordance herewith, (i) neither the City nor the Developer makes any no representations with respect to the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York, York (“DTC”), or its book-entry-only system, or the information under the caption “BOOK-ENTRY ONLY SYSTEM,” and (ii) the City makes no representations 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 “University Property— Phased Bonds,” “THE MAJOR 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 Developer, the Improvement Area #1 Improvements and the ProjectDevelopment, as defined in the Limited Offering Memorandum), “LEGAL MATTERS – — Litigation – The Developer;” “UNDERWRITING,” “CONTINUING DISCLOSURE – — The Developer” and “— The Developer’s Compliance with Prior Undertakings,” and “INFORMATION RELATING TO THE TRUSTEE”; and (iii) the Developer makes no representations with respect to the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum except for the information under the captions “PLAN OF FINANCE – Developer Plan and – University Property,” “THE MAJOR IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS RISKS” (only as it pertains to the Developer and the Project) and “LEGAL MATTERS – Litigation – the Developer,” “CONTINUING DISCLOSURE – The Developer,” and the information provided by the Developer and included in “APPENDIX C – Form of Service and Assessment Plan,” “APPENDIX F – Appraisal of the District,” “APPENDIX H – Market Study” and “APPENDIX I – Engineer’s Report.” If such notification shall be subsequent to the Closing, the City, or at no expense to the DeveloperUnderwriter, as the case may be, at the expense of the Developer shall furnish such legal opinions, certificates, instruments instruments, and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City or the Developer, as applicable, shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of the Rule 15c2-12 and the rules of the MSRB.

Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to the Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in the RuleRule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than twenty-five (25) days the 25th day after the “end of the underwriting period” for the Bonds), the City or the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to 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, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City or the Developer, as applicable, will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City or the Developer, as applicable, will forthwith prepare and furnish, at no expense to the expense of the Developer Underwriter (in a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended or and supplemented will 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 light of the circumstances under which they were made, not misleading or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City or the Developer in accordance herewith, (i) neither the City nor the Developer makes any no representations with respect to the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York, York (“DTC”), or its book-entry-only system, or the information under the caption “BOOK-ENTRY ONLY SYSTEM,” and (ii) the City makes no representations 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 “University Property“ – Status of Land Sales to Builders,” “THE MAJOR IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPERLANDOWNER,” “THE SPECIAL ASSESSMENT CONSULTANT,” APPRAISAL OF PROPERTY WITHIN IMPROVEMENT AREA #1”, “BONDHOLDERS’ RISKS” (only as it pertains to the Developer Landowner, the Authorized Improvements and the Project), “LEGAL MATTERS – Litigation – The Developer;” “UNDERWRITING,” “CONTINUING DISCLOSURE – The Developer” and “INFORMATION RELATING TO THE TRUSTEE”; and (iii) the Developer makes no representations with respect to the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum except for the information under the captions “PLAN OF FINANCE – Developer Plan and – University Property,” “THE MAJOR IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS RISKS” (only as it pertains to the Developer and the Project) and “LEGAL MATTERS – Litigation – the Developer,” “CONTINUING DISCLOSURE – The Developer,” and the information provided by the Developer and included in “APPENDIX C – Form of Service and Assessment Plan,” “APPENDIX F – Appraisal of the District,” “APPENDIX H – Market Study” and “APPENDIX I – Engineer’s Report.” If such notification shall be subsequent to the Closing, the City, or the DeveloperDevelopment, as the case may be, at the expense of the Developer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to defined in the Limited Offering Memorandum. ), “THE SERVICE AND ASSESSMENT PLAN CONSULTANT,” “LEGAL MATTERS — Litigation – The City or the Developer, as applicable, shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the MSRB.DRAFT

Updating of Limited Offering Memorandum. If, after the date of this Agreement, up to and including the date the Underwriter is no longer required to provide a Limited Offering Memorandum to potential customers who request the same pursuant to the Rule 15c2-12 (the earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in the RuleRule 15c2-12) and (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB, but in no case less than the twenty-five fifth (2525th) days day after the “end of the underwriting period” for the Bonds), the City or the Developer becomes aware of any fact or event which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to 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, or if it is necessary to amend or supplement the Limited Offering Memorandum to comply with law, the City or the Developer, as applicable, will notify the Underwriter promptly (and for the purposes of this clause provide the Underwriter with such information as it may from time to time reasonably request), and if, in the reasonable judgment of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the City or the Developer, as applicable, will forthwith prepare and furnish, at no expense to the expense of the Developer Underwriter (in a form and manner approved by the Underwriter), either an amendment or a supplement to the Limited Offering Memorandum so that the statements therein as so amended or and supplemented will 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 or so that the Limited Offering Memorandum will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the City or the Developer in accordance herewith, (i) neither the City nor the Developer makes any no representations with respect to the following information (collectively, the “Non-City Disclosures”) (i) the descriptions in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum of The Depository Trust Company, New York, New York, York (“DTC”), or its book-entry-only system, or the information under the caption “BOOK-ENTRY ONLY SYSTEM,” and (ii) the City makes no representations with respect to the information in the Preliminary Limited Offering Memorandum or the Limited Offering Memorandum in any maps included therein or under the captions and subcaptions “PLAN OF FINANCE — Development Plan,” “ — Status of Development,” “ — Homebuilders and Status of Home Construction” and “ — Status of Multi-Family and Commercial Blocks,” “University PropertyLIMITATIONS APPLICABLE TO INITIAL PURCHASERS,” “BOOK- ENTRY-ONLY SYSTEM,” “THE MAJOR IMPROVEMENTSIMPROVEMENT AREA PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “THE SPECIAL ASSESSMENT CONSULTANTPID ADMINISTRATOR,” “APPRAISAL OF PROPERTY WITHIN THE MAJOR IMPROVEMENT AREA,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer Developer, the Major Improvement Area Projects and the ProjectDevelopment, as defined in the Limited Offering Memorandum), “LEGAL MATTERS – — Litigation – The Developer;” “UNDERWRITING,” “CONTINUING DISCLOSURE – — The Developer” and “ — The Developer’s Compliance with Prior Undertakings,” “INFORMATION RELATING TO THE TRUSTEE”; and (iii) the Developer makes no representations with respect to the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum except for the information under the captions “PLAN OF FINANCE – Developer Plan and – University Property,” “THE MAJOR IMPROVEMENTS,” “THE DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS RISKS” (only as it pertains to the Developer and the Project) and “LEGAL MATTERS – Litigation – the Developer,” “CONTINUING DISCLOSURE – The Developer,” and the information provided by the Developer and included in “APPENDIX C – Form of Service and Assessment Plan,” “APPENDIX F – Appraisal of the District,” “APPENDIX H – Market StudyE-2” and “APPENDIX I – Engineer’s Report.F.” If such notification shall be subsequent to the ClosingClosing (as defined herein), the City, or at no expense to the DeveloperUnderwriter, as the case may be, at the expense of the Developer shall furnish such legal opinions, certificates, instruments instruments, and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Limited Offering Memorandum. The City or the Developer, as applicable, shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of the Rule 15c2-12 and the rules of the MSRB.