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"Financing Agreement"), executed and delivered by the City and the Developer, and, as
<br />consenting parties, Pacesetter Homes, LLC and Buffington Texas Classic Homes, LLC;
<br />(d) the Landowner Agreement, effective as of October 18, 2016 (the
<br />"Landowner Agreement"), executed and delivered by the City and the Developer;
<br />(e) the Agreement Regarding Fire Station, effective November 2, 2015 (the
<br />"Fire Station Agreement"), executed and delivered by the City and the Developer;
<br />(f) that certain Land Contribution Agreement, effective April 17, 2018,
<br />executed and delivered by the Developer and the San Marcos Consolidated Independent
<br />School District ("the Elementary School Agreement");
<br />(g) that certain Agreement Regarding Conveyance of Right of Redemption
<br />and Waiver of Agricultural Valuation (TRACE PID) dated as of January 15, 2019,
<br />executed and delivered by the City, the Developer and UMB Bank, N.A., as Escrow
<br />Agent (the "Redemption Waiver Agreement"); and
<br />(h) that certain Continuing Disclosure Agreement of Developer with respect
<br />to the Bonds, effective January 15, 2019 (the "Continuing Disclosure Agreement of
<br />Developer"), executed and delivered by the City, P3Works, LLC, as PID Administrator,
<br />and UMB Bank, N.A., as Dissemination Agent.
<br />6. The Developer has complied in all material respects with all of the Developer's
<br />agreements and covenants and satisfied all conditions required to be complied with or satisfied
<br />by the Developer under the Developer Documents on or prior to the date hereof.
<br />7. The execution and delivery of the Developer Documents by the Developer does
<br />not violate any judgment, order, writ, injunction or decree binding on the Developer or any
<br />indenture, agreement, or other instrument to which the Developer is a party. There are no
<br />proceedings pending or threatened in writing before any court or administrative agency against
<br />the Developer that is either not covered by insurance or which singularly or collectively would
<br />have a material, adverse effect on the ability of the Developer to perform its obligations under
<br />the Developer Documents in all material respects or that would reasonably be expected to
<br />prevent or prohibit the development of the District in accordance with the description thereof in
<br />the Limited Offering Memorandum.
<br />8. The Developer has reviewed and approved the information contained in the
<br />Limited Offering Memorandum in the maps on pages (v), (vi) and (vii) and under the captions
<br />and subcaptions "PLAN OF FINANCE — Development Plan," " — Status of Public
<br />Improvements and Lot Development," " Homebuilders and Status of Home Construction"
<br />and " Status of Multi -family, Retail and Office/Business Park Sites," "THE PUBLIC
<br />IMPROVEMENTS," "THE DEVELOPMENT" and "THE DEVELOPER" and, to the
<br />Developer's knowledge after due inquiry, under the captions "BONDHOLDERS' RISKS" (only
<br />as it pertains to the Developer, the Public Improvements and the Development, as defined in the
<br />Limited Offering Memorandum), "LEGAL MATTERS — Litigation — The Developer,"
<br />"CONTINUING DISCLOSURE The Developer" and " — The Developer's Compliance with
<br />Prior Undertakings," "SOURCES OF INFORMATION — Developer" and "APPENDIX E-2,"
<br />E-2
<br />4158-2138-4984.4
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