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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 ...»

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The five new facilities will add 318,600 square feet to inventory. However, there is 4,758,034 square feet of planned retail development including a million square feet in Kyle, a suburban market just south of the subject in Hays County. These plans are in the early stages with no projected completion date. In south Austin, a 64,000 square foot retail center was announced for the Southwest submarket, but none in the subject’s area.

The subject is located in the South Central submarket in the CMR report, which is the area south of Ben White (Highway 71) along IH-35 to the subject’s location at the Hays County line. This submarket has 5,978,572 square feet of retail space, or 15% of the total market. Less than 40% of the current inventory existed before 1997 with the biggest push occurring from 2005 to 2008 when 2.5 million square feet was added, mostly in the Southpark Meadows developments at IH-35 and Slaughter Lane less than two miles north of the subject.

No space was built in 2009 and 2010, 62,540 square feet was added in 2011, and none was reported in 2012.

The 10 year average of new space is 270,411 square feet per year. Compared to the market-wide annual absorption of 205,600 over the 10-year period in the REIS data, this indicates a level of rapid growth for this submarket.

The growth in the south central Austin market was prompted by several new residential subdivisions in the early to mid-2000s, but mostly by the construction of a Cabela’s outdoor store, a Wal-Mart Super Center, and an HEB grocery-anchored center built in north Hays County just south of the subject. These facilities created the rapid expansion in the south suburban communities of Buda and Kyle, then even more residential construction, then a hospital. The SH-130 toll road branches to IH-35 via SH-45, which connects to IH-35 at the Hays County/Travis County line very near these retail centers and directly east of Estancia. The south central Austin market was the logical place for substantial retail development because it could benefit from the growth in both markets.

The North Central/Pflugerville submarket of the CMR report is another area that has seen new and rapid growth in the last 20 years during Austin’s expansion period. This submarket currently has 9.3% of the overall market size. In the past 12 years, 54% of the total submarket was built. This is a rate of 176,270 square feet per year, once again in a submarket located along the interstate and SH-130 that already had substantial infrastructure and drew from both the adjacent Austin market and the expanding Round Rock market to its north. The subject is not as close to denser Austin perimeter, but it is be expected to perform at a similar level because of the substantial growth on the other side in north Hays County.

The Round Rock market grew exponentially in the 1990s because of Dell Computer. The submarket has 11.3% of the market’s retail space. There has been no new retail construction in Round Rock since 2009, but from 2000 to 2009, 2,482,565 square feet was added. This is 248,257 square feet per year, once again similar to the other fast growing markets. This submarket is also located on both IH-35 and SH-130 and is connected by the north branch of SH-45. It had the one-time experience of a phenomenal growth company in Dell Computer, and is a superior setting compared to the subject. However, it is an example of the rapid growth possibilities in outer Austin markets.

The subject is located on IH-35 across from the new toll road like the North Central/Pflugerville and Round Rock submarkets. The Pflugerville and Round Rock residential markets began to grow in the 1990s, and the bulk of the retail development was 10 years later. The south market experienced residential and retail growth contemporaneously in the 2000s. The retail component of Estancia is not a substantial portion as the 43 acres of retail-only development is about 7% of the 600-acre development. Because of the extensive nearby retail development in the recent past, most major brands are already represented within a few miles. Retail development in Estancia Hill Country is expected to be well received but limited to smaller centers and local shops and services.

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Physically Possible The physical characteristics of the parent tract and site segments do not appear to impose any unusual restrictions on residential or commercial development. Overall, the physical characteristics of the land and the availability of utilities results in functional utility suitable for a variety of uses allowed by zoning.

Legally Permissible

The subject’s location, accessibility, and physical characteristics were discussed in the Market Area Analysis and Site Description and Analysis. The only permitted uses under the development agreement and PUD ordinance, and the only uses that are consistent with prevailing and future land use patterns in the area, are a combination of single family residential, multifamily, and commercial uses in a mixed use, master planned community. To our knowledge, there are no other legal restrictions such as easements or deed restrictions that would limit the use of the property as proposed. Given prevailing land use patterns in the area, only mixed use is given further consideration in determining the highest and best use of the site.

Financially Feasible

Based on the residential market analysis, there is demand for additional single family development at the current time. Multifamily development is also in high demand as outlined in the multifamily market analysis.

Because of a slowdown in new construction over the past three years and the resulting drop in residential lot inventory, there is a shortage of residential lots compared to historical levels. A more extreme condition exists for multifamily properties. Commercial development is in demand but to a lesser degree, but the addition of residential development will create the need for supporting commercial development, especially neighborhood commercial uses.

The PID agreement with the City of Austin will significantly offset the cost of infrastructure development. The development of residential, multifamily, and commercial lots should be at a competitive price due to the offset in costs for roads, utilities, and the some of the subdivision amenities.

Maximally Productive

There is no reasonably probable use of the parent site that would generate a higher residual land value than a mixed use, master planned community. The best use of the individual subjects is in accordance with the preliminary plan for single family, multi-family and commercial use

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Site Valuation Overview The Sales Comparison Approach is utilized to estimate the value of the individual sites or tracts. In valuing property with this approach, land sales are gathered, and the most comparable are used for comparison.

Since properties are not identical, the comparable sales must be adjusted to the subject for differences in transactional impact and physical characteristics.

We researched the market area for tracts that sold recently or were under contract. Additionally, real estate brokers and property owners in the area were contacted for information pertaining to sites which would be in direct competition with the subject tracts if they were offered for sale in the open market. Those data which were considered most similar to the subject are presented on the following pages.

For the purpose of valuation, the site is divided into saleable tracts or parcels as outlined in the map on page

42. These parcels are available to be sold individually upon completion of development. Each will have road access and utilities available once the initial development phase is completed. Per the client’s instructions, we have appraised the market value of each parcel independently. The results are individual market values that do not consider holding periods or carrying costs required to market numerous parcels, or units, in one location. Instead, we assume that each parcel would be the first and/or only unit sold in the current market.

The sales comparison approach develops an indication of value by researching, verifying, and analyzing sales of similar properties. All tracts in this analysis are available for development as soon as the spine roads are completed.

Each section includes a map showing the location of the comparable sales, a summary of the sales, and an adjustment grid. Similar tracts are combined within the same analysis, and each is valued separately through this process.

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A section is designated for single family detached residential development. The site is currently under contract with Lennar Homes, who has a large sign along IH-35 announcing their plan to be coming in the fall of 2013.

If the developer’s infrastructure schedule is successful, this time period will be achieved. The tracts contain a total of 106.76 acres that will be developed as one. The residential site is located west of the commercial and multifamily area away from the interstate highway. It is adjacent to Onion Creek on the north and Old San Antonio Road on the east. This section of the development contains rolling topography and areas of tree cover, as well as high points that have distant views. Locations of the comparable sales used in this analysis are shown in the map below.

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Legal Description

194.307 acres of land, surveyed by Landesign Services, Inc., out of the Rachel Saul Survey, Abstract No. 551, Williamson County, Texas, and being a portion of a 295.73 acre tract conveyed to Ivalene Pearson Banks, Jeffrey Banks, Ivalene Pearson Banks as Trustee for Kyle Jeffrey Banks and Brian Elam Banks in Volume 1844, Page 392, Official Public Records, Williamson County, Texas.

Remarks This infill tract was purchased by Waterstone Development group (Bob Wunch) to be improved with Pearson Place at Avery Ranch, a master-planned community comprised of 428 residential units, 60 acres of multi-family, and an amenity center.

The property has indirect access to SH 45 via Avery Ranch Boulevard and Parmer Lane and is surrounded by other communities, retail and infrastructure. It is southerly contiguous to one of the area's most successful communities, Avery Ranch, which was the #1 selling master planned community in the Austin area from 2001 to 2005. Waterstone Development Group was the codeveloper of Avery Ranch.

The site had a 14’-wide wastewater easement along the west boundary, a 6,472 SF slope easement along the north boundary, and is bisected by a 2.488 acre drainage easement at the northwest corner. Utilities are located at the north border of the site; however, water lines must be extended to the south portion, and a sewer lift station will be required to support the planned development.

Waterstone Development broke ground on the 1st phase of 120 lots in mid-2009. The 392-lot inventory was sold to builders Standard Pacific, David Weekley, and Streetman Homes by July 2009.

Home prices are expected to range from $280,000 to $500,000.

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Legal Description Tract 1-A: Being 60.419 acres, more or less, situated in the James Shelton Survey, Abstract No. 552, in Williamson County, Texas, being a part of a 390.22 acre tract of land described in Partition Deed

Recorded in Volume 637, page 535, of the Deed Records of Williamson County, Texas. Tract 1-B:

Being 4.787 acres, more or less, situated in the James Shelton Survey, Abstract No.

552, and the Rachel Saul Survey, Abstract No. 551 in Williamson County, Texas, being a part of a 390.22 acre tract of land described in Partition Deed Recorded in Volume 637, page 535, of the Deed Records of Williamson County, Texas.

Remarks This property was acquired to build a school and facilities for the Round Rock Independent School District. The sale occurred in conjunction with the donation of several other tracts of land for roads as recorded in Williamson County Deed Records 2009080907. This transaction is for two tracts of land on opposite sides of the land donated for the northern portion of the proposed Pearson Ranch Road.

According to the seller, the donation did not influence the sales price. Given the land donations were to the same grantee of this transaction, the two tracts were considered contiguous in calculating the price paid; therefore, no adjustments for non-contiguity or irregular shape of the smaller tract caused by the donation is applicable. A post-closing agreement, recorded contemporaneously with this deed, indicated that the grantee had entered into an agreement to purchase additional land south of this tract from the grantor.

At the time of sale, the property was assessed under tax ID R329313 as part of a larger 315.55 acre parent tract. After the transaction, the property was given tax IDs: R511424, R511423, and R511426.

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Legal Description Being: Tract 1-D: 84.512 acres, Tract 1-E: 4.995 acres, Tract 3: 5.192 acres, Tract 4: 2.151 acres, Tract 5: 3.914 acres, and, Tract 6: 5.007 acres, all in the James Shelton Survey, Abstract No. 552, in Williamson County, Texas, and being out of a 390.22 acre tract of land described in a partition deed recorded in Volume 637, Page 535, of the Deed Records of Williamson County, Texas.

Remarks This transaction had six identified tracts. Tracts 1-D, 1-E, 3, 5 and 6 were purchased for $77,250/acre. Tract 4 was 2.151 acres and was purchased for $4.50/SF, due to his location on SH 45/RR 620 and higher commercial potential. This transaction occurred contemporaneously with the donation of 10.145 acres of land (as recorded in Deed 2011007023) for construction of the southern leg of Pearson Ranch Road which bisects the property. The donation reportedly did not influence the price paid in this transaction and given the land donation was also to the grantee of this transaction, the two halves were considered contiguous in calculating the price paid in this transaction. This transaction was negotiated as part of a post-closing agreement recorded in Document 2009080905.

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