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«OFFICIAL STATEMENT DATED JUNE 20, 2013 NEW ISSUE NOT RATED In the opinion of Bond Counsel, interest on the Bonds will be excludable from gross income ...»

-- [ Page 34 ] --

See Exhibit B hereto for a form for submitting the information set forth in the preceding paragraph.

Any or all of the items listed above may be included by specific reference to other documents, including disclosure documents of debt issues of the Issuer, which have been submitted to and are publicly accessible from the MSRB. If the document included by reference is a final offering document, it must be available from the MSRB. The Issuer shall clearly identify each such other document so included by reference.

SECTION 5. Reporting of Significant Events.

(a) Pursuant to the provisions of this Section 5, each of the following is a Listed Event with

respect to the Bonds:

–  –  –

7. Unscheduled draws on debt service reserves reflecting financial difficulties.

8. Unscheduled draws on credit enhancements reflecting financial difficulties.

9. Substitution of credit or liquidity providers, or their failure to perform.

10. Release, substitution, or sale of property securing repayment of the Bonds, if material.

11. Adverse tax opinions, the issuance by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds.

–  –  –

13. Bankruptcy, insolvency, receivership or similar event of the Issuer or the Property Owner.

14. The consummation of a merger, consolidation, or acquisition of the Issuer or the Property Owner, or the sale of all or substantially all of the assets of the Issuer or the Property Owner, D-4 HOU:3315696.2 other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material.

15. Appointment of a successor or additional trustee under the Indenture or the change of name of a trustee, if material.

16. Failure to provide annual audited financial statements or unaudited financial information as required under this Disclosure Agreement.

Whenever the Issuer obtains knowledge of the occurrence of a Listed Event applicable to it, the Issuer shall promptly notify the Dissemination Agent in writing and the Issuer shall direct the Dissemination Agent to immediately file a notice of such occurrence with the MSRB. Whenever the Property Owner obtains knowledge of the occurrence of a Listed Event applicable to it, the Property Owner shall promptly notify the Issuer and the Dissemination Agent in writing and the Issuer shall direct the Dissemination Agent to immediately file a notice of such occurrence with the MSRB. Any such notice is required to be filed within ten (10) Business Days of the occurrence of such Listed Event.

Any notice under the preceding paragraph shall be accompanied with the text of the disclosure that the Issuer or the Property Owner, as the case may be, desires to make, the written authorization of the Issuer for the Dissemination Agent to disseminate such information as provided herein, and the date the Issuer desires for the Dissemination Agent to disseminate the information (which date shall not be more than ten (10) Business Days after the occurrence of the Listed Event).

In all cases, the Issuer shall have the sole responsibility for the content, design and other elements comprising substantive contents of all disclosures.

(b) The Dissemination Agent shall, within one (1) Business Day of obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the Disclosure Representative of such Listed Event. It is agreed and understood that the duty to make or cause to be made the disclosures herein is that of the Issuer or the Property Owner and not that of the Trustee or the Dissemination Agent. It is agreed and understood that the Dissemination Agent has agreed to give the foregoing notice to the Issuer and the Property Owner as an accommodation to assist it in monitoring the occurrence of such event, but is under no obligation to investigate whether any such event has occurred. As used above, “actual knowledge” means the actual fact or statement of knowing, without a duty to make any investigation with respect thereto. In no event shall the Dissemination Agent be liable in damages or in tort to the Participating Underwriter, the Issuer, the Property Owner or any Owner or beneficial owner of any interests in the Bonds as a result of its failure to give the foregoing notice or to give such notice in a timely fashion.

(c) If in response to a request under subsection (b), the Issuer determines that the Listed Event under number 2, 3, 4, 10, 12, 14 or 15 of subparagraph (a) above is not material under applicable federal securities laws, the Issuer shall promptly notify the Property Owner, the Dissemination Agent and the Trustee (if the Dissemination Agent is not the Trustee) in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (d).

–  –  –

SECTION 6. Quarterly Reporting Obligations of the Property Owner.





(a) The Property Owner shall provide, or cause to be provided at its cost and expense, to the Issuer and the Dissemination Agent the information described in this Section 6, and the Dissemination Agent shall, upon receipt from the Property Owner or its designee, promptly provide such information to the MSRB. The Property Owner shall provide, or cause to be provided, the information described in this Section 6 during the period from the delivery of the Bonds until such time as the Property Owner is no longer responsible for the payment of Annual Installments of Assessments equal to at least 20% of the total Annual Installments of Assessments for any year. Such information shall be provided by the Dissemination Agent to the MSRB not later than thirty (30) days after each January 1, April 1, July 1 and October 1 (beginning October 1, 2013). The Dissemination Agent shall (i) notify the Property Owner at least thirty (30) days prior to each such quarterly reporting date that such report is due, and (ii) within fifteen (15) days of its receipt thereof, provide the following

information to the MSRB:

(i) Statement with respect to the Property Owner or any affiliate of the Property Owner as to the status of development loans and any permanent financing with respect to any development undertaken by the Property Owner in Improvement Area #1 not financed with Bond proceeds, including loan balance, existence of deeds of trust or other similar encumbrances against the property within Improvement Area #1, existence of any default and remaining term;

(ii) Statement as to available funds to complete Improvement Area #1 development under construction as contemplated (both Bond financed and non-Bond financed development undertaken by the Property Owner or any affiliate of the Property Owner);

(iii) Status of parcel and/or lot sales from the Property Owner to any other party by type and average pricing, as well as anticipated future absorption sales;

–  –  –

(v) The status of any governmental approvals (other than customary home building permits required after a delivery of a finished lot) required for completion of Improvement Projects within Improvement Area #1;

(vi) Any information regarding the Improvement Projects within Improvement Area #1 or other information as may be reasonably requested by the Issuer relating to the ability of the Property Owner or any affiliate of the Property Owner to fulfill its obligations under the Indenture or the SAP; and (vii) Written notification of any significant zoning or land use entitlement changes or any other matter that would have a material adverse impact on land values

–  –  –

(viii) Any changes to the land use designation for the property in Improvement Area #1 that might negatively impact its development for those purposes identified in the final SAP, as the same may be amended and supplemented from time to time.

(b) Additionally, the Property Owner shall provide or cause to be provided filings as

follows:

(i) The number, dollar amount, and property type (e.g., developed lots, undeveloped pads, parcels, raw land) under contract with purchasers and the name of each purchaser;

(ii) For each residential home builder, on a per quarter and running total basis, (A) the number of residential units for which construction has begun, (B) the number of residential units for which construction has been completed, and (C) the number of residential units which have been sold to end users and the average sales price therefor; and (iii) For each residential home builder, the estimated date of completion for all residential units expected to be constructed in Improvement Area #1.

(c) With respect to the design-engineering and the Project Fund for the Improvement

Projects, the Property Owner will establish an accounting and budgeting system that will show:

–  –  –

The Property Owner shall prepare, within 90 days of the Bond closing, a schedule reflecting the points listed above for each of the Improvement Projects to be funded by the Bond proceeds. Monthly design and construction expenditure progress reports, reflecting the points listed above, will be summarized on a quarterly basis and sent to the Trustee, reflecting the progress and conformance with the overall project budget. These quarterly reports will be filed with the Dissemination Agent. Budget overruns in excess of $250,000 or delays of greater than 60 days will be highlighted and explained and the Property Owner shall include a plan to remedy the situation.

D-7 HOU:3315696.2 (d) If the Property Owner sells, assigns or otherwise transfers ownership of real property in Improvement Area #1 to a third party, which results in such third party owning property representing at least twenty percent (20%) of the total Annual Installments of the Assessments first coming due after such transfer of ownership, the Property Owner shall require such third party to comply with the Property Owner’s disclosure obligations hereunder with respect to such acquired real property for so long as such third party is the owner of property representing at least twenty percent (20%) of the total of Annual Installments of the Assessments next coming due.

SECTION 7. Event Reporting Obligations of Property Owner.

Whenever the Property Owner or an affiliate of the Property Owner obtains actual knowledge of the occurrence of one or more of the following events, the Property Owner shall notify, or cause such affiliate to notify, the Issuer and Dissemination Agent of such occurrences and the Dissemination Agent shall immediately report and file a notice of such event in the manner as provided in Section 5 for the Listed Events specified

therein:

–  –  –

(ii) Material damage to or destruction of any development or improvements, including the Improvement Projects, within Improvement Area #1;

(iii) Material default by the Property Owner or any affiliate of the Property Owner on any loan with respect to the development or permanent financing of District development undertaken by the Property Owner or any affiliate of the Property Owner;

(iv) Material default by the Property Owner or any affiliate of the Property Owner on any loan secured by property within Improvement Area #1 owned by the Property Owner or any affiliate of the Property Owner;

(v) The bankruptcy filing of the Property Owner or of any affiliate of the Property Owner or any determination that the Property Owner or any affiliate of the Property Owner is unable to pay its debts as they become due;

(vi) The filing of any lawsuit with claim for damage, in excess of $1,000,000 against the Property Owner or any affiliate of the Property Owner which may adversely affect the completion of Improvement Area #1 development or litigation which would materially adversely affect the financial condition of the Property Owner or any affiliate of the Property Owner; and (vii) Any change in the legal structure, chief executive officer or controlling ownership of the Property Owner or any affiliate of the Property Owner.

For purposes of Section 6 and 7, the term “affiliate” shall mean an entity that owns property within Improvement Area #1 and is controlled by, controls, or is under common control of the Property Owner.

D-8 HOU:3315696.2 SECTION 8. Termination of Reporting Obligations. The obligations of the Issuer, the Property Owner and the Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer or the Property Owner is no longer an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event with respect to such series of Bonds under Section 5(d).

SECTION 9. Dissemination Agent.

The Issuer may, from time to time, appoint or engage a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Issuer shall be the Dissemination Agent. The initial Dissemination Agent appointed hereunder shall be U.S. Bank National Association.

SECTION 10. Amendment; Waiver. Notwithstanding any other provisions of this Disclosure Agreement, the Issuer, the Property Owner and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall not unreasonably withhold its consent to any amendment so requested by the Issuer and the Property Owner), and any provision of this Disclosure



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