NEW ISSUE NOT RATED

Book-Entry Only

In the opinion of Bond Counsel, under existing law, interest on the Bonds (i) will be excludable from gross income for federal income tax purposes if the
Issuer complies with all requirements of the Internal Revenue Code that must be satisfied subsequent to the issuance of the Bonds in order that interest
thereon be and remain excludable from gross income, and (ii) will not be an item of tax preference for purposes of the federal alternative minimum tax on
individuals and corporations. Bond Counsel is also of the opinion that, under existing law, interest on the Bonds will be exempt from State of Alabama
income taxation. See TAX MATTERS herein for further information and certain other tax consequences arising with respect to the Bonds.
$21,845,000
THE IMPROVEMENT DISTRICT OF THE CITY OF MOBILE
- MCGOWIN PARK PROJECT
SALES TAX REVENUE BONDS
SERIES 2016A
Dated: Date of Delivery Due: As shown on the inside cover
The Sales Tax Revenue Bonds, Series 2016A (the Bonds) are being issued by The Improvement District of the City of Mobile McGowin Park Project
(the Issuer or the Improvement District) pursuant to a Trust Indenture dated as of December 1, 2016 (the Indenture), between the Issuer and UMB
Bank, National Association, St. Louis, Missouri, as trustee (the Trustee), for the purpose of providing funds to (i) acquire a portion of the fully-completed
public infrastructure improvements (the Bond-Financed Facilities) associated with a retail development known as McGowin Park Shopping Center
(referred to herein as McGowin Park or the Shopping Center) developed by McGowin Park, LLC (the Developer), (ii) fund a debt service reserve
fund for the Bonds, and (iii) finance the costs of issuing the Bonds. The Bonds are special, limited obligations of the Issuer payable solely from Project
City Tax Payments and Project County Tax Payments (as such terms are further described and defined herein) received by the Issuer (the Project City
Tax Payments and the Project County Tax Payments are referred to herein collectively as the Sales Tax Revenues) and other funds held by the Trustee as
provided in the Indenture. See SECURITY AND SOURCES OF PAYMENT FOR THE BONDS herein.
The Bonds are issuable only as fully registered bonds, and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for
The Depository Trust Company (DTC), New York, New York. DTC will act as securities depository for the Bonds. Purchases of the Bonds will be made
in book-entry form in the original denomination of $5,000 or any integral multiple thereof. See THE BONDS Registration, Transfer and Exchange
herein. Purchasers will not receive physical certificates representing their interests in Bonds purchased. So long as Cede & Co. is the registered owner of the
Bonds, as nominee of DTC, references herein to the Bondholders or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial
Owners (herein defined) of the Bonds. Principal of and semiannual interest on the Bonds will be paid from moneys available therefor under the terms of the
Indenture. So long as DTC or its nominee, Cede & Co., is the Bondholder and registered owner of the Bonds, such payments will be made directly to such
registered owner. DTC is expected, in turn, to remit such principal and interest to the DTC Participants (defined herein) for subsequent disbursement to the
Beneficial Owners. See THE BONDS Book-Entry Only herein. Interest on the Bonds will be payable semiannually on February 1 and August 1,
beginning August 1, 2017.
The Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as described herein. See THE BONDSRedemption
Provisions herein.
MATURITY SCHEDULESEE INSIDE COVER PAGE
The Bonds and the interest thereon are special, limited obligations of the Issuer payable solely out of the Sales Tax Revenues and are secured by a
transfer, pledge and assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the Bondholders, as provided
in the Indenture. The Bonds, the interest thereon and any other payment obligations under the Indenture do not constitute or give rise to an
indebtedness or a pecuniary liability of, and do not constitute a charge against the general credit or taxing powers of the State of Alabama (the
State) or any political subdivision thereof, the City of Mobile, Alabama (the City) or Mobile County, Alabama (the County). See
SECURITY AND SOURCES OF PAYMENT FOR THE BOND herein.
The Bonds involve a high degree of risk, and prospective purchasers should read the section herein captioned BOND OWNERS RISKS. The
Bonds may not be suitable investments for all persons, and prospective purchasers should carefully evaluate the risks and merits of an investment in
the Bonds, should confer with their own legal and financial advisors and should be able to bear the risk of loss of their investment in the Bonds
before considering a purchase of the Bonds.
This cover page contains information for quick reference only and is not a summary of the Bonds. Investors must read the entire Official Statement
to obtain information essential to the making of an informed investment decision.
The Bonds are offered when, as and if issued by the Issuer and received by Stifel, Nicolaus & Company, Incorporated (the Underwriter), subject to
approval of their validity by Maynard, Cooper & Gale, P.C., Birmingham, Alabama, Bond Counsel, and subject to certain other conditions. Certain other
legal matters will be passed upon for the Issuer by Maynard, Cooper & Gale, P.C., Birmingham, Alabama, for the Developer by Polsinelli PC, Chattanooga,
Tennessee, and for the Underwriter by its counsel, Thompson Coburn LLP, St. Louis, Missouri. It is expected the Bonds will be available for delivery on or
about December 13, 2016.

The date of this Official Statement is November 30, 2016

 MATURITY SCHEDULE

$21,845,000
THE IMPROVEMENT DISTRICT OF THE CITY OF MOBILE
- MCGOWIN PARK PROJECT
SALES TAX REVENUE BONDS
Series 2016A

BASE CUSIP(1): 607155

MATURITY SCHEDULE

$2,840,000 4.000% Term Bond due August 1, 2020 Price: 100.375%; Yield: 3.887%; CUSIP: AA6

$4,845,000 5.000% Term Bond due August 1, 2025 Price: 101.875%; Yield: 4.732%; CUSIP: AB4

$6,230,000 5.250% Term Bond due August 1, 2030 Price: 100.000%; Yield: 5.249%; CUSIP: AC2

$7,930,000 5.500% Term Bond due August 1, 2035 Price: 99.375%; Yield: 5.554%; CUSIP: AD0

(1)
CUSIP numbers have been assigned to this issue by Standard & Poors CUSIP Service Bureau, a division of
the McGraw-Hill Companies, Inc., and are included solely for the convenience of the owners of the Bonds.
Neither the Issuer nor the Underwriter shall be responsible for the selection or correctness of the CUSIP
numbers set forth above.
 THE IMPROVEMENT DISTRICT OF THE CITY OF MOBILE
- MCGOWIN PARK PROJECT

BOARD OF DIRECTORS
Geoff Smith, Director and Chair
Ben Harper, Director and Vice Chair, Assistant Secretary and Assistant Treasurer
Josh Burmeister, Director and Secretary and Treasurer

DISTRICT MANAGER
Wrathell Hunt & Associates, LLC
Boca Raton, Florida

BOND COUNSEL AND COUNSEL TO THE ISSUER

Maynard, Cooper & Gale, P.C.
Birmingham, Alabama

UNDERWRITER
Stifel, Nicolaus & Company, Incorporated
Montgomery, Alabama and St. Louis, Missouri

UNDERWRITERS COUNSEL
Thompson Coburn LLP
St. Louis, Missouri

DEVELOPER
McGowin Park, LLC
Chattanooga, Tennessee

COUNSEL TO THE DEVELOPER

Polsinelli, PC
Chattanooga, Tennessee

TRUSTEE
UMB Bank, National Association
St. Louis, Missouri

ENGINEER
Berry Engineers, LLC
Cleveland, Tennessee
 __________________________________

REGARDING USE OF THIS OFFICIAL STATEMENT

__________________________________

THE BONDS HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES OR
BLUE SKY LAWS, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939,
AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS.

No dealer, broker, salesman or other person has been authorized by the Issuer or the Underwriter to give any information or to
make any representations, other than those contained in this Official Statement, and, if given or made, such other information or
representations must not be relied upon as having been authorized by the foregoing. This Official Statement does not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds offered hereby by any person in any jurisdiction in
which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the
Issuer and other sources believed to be reliable, but is not guaranteed as to accuracy or completeness and is not to be construed as a
representation by the Issuer or the Underwriter. The information and expressions of opinion contained herein are subject to change
without notice and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Issuer since the date hereof or that the information contained herein is
correct as of any time subsequent to its date.

The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed
the information in this Official Statement in accordance with, and as part of, its responsibility to investors under the federal securities
laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of
such information. The purchase of the Bonds is an investment subject to a high degree of risk, including the risk of nonpayment.
Prospective investors should read the section captioned BOND OWNERS RISKS herein. Prospective purchasers of the Bonds
should carefully evaluate the merits and risks of investment in the Bonds and should confer with their own legal and financial advisors, as
deemed appropriate.

The Bonds have not been recommended by any federal or state securities commission or regulatory authority. The foregoing
authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary may be a
criminal offense.
______________________________

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING

STATEMENTS IN THIS OFFICIAL STATEMENT
______________________________

Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements
within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities
Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are
generally identifiable by the terminology used such as project, plan, expect, estimate, anticipate, budget, intent or other
similar words. Such forward looking statements include, among others, certain statements under the sections in this Official Statement
captioned BOND OWNERS RISKS, MCGOWIN PARK and in Appendix A to this Official Statement.
THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS THAT MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE
MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. INCLUDED IN SUCH RISKS AND UNCERTAINTIES ARE
(i) THOSE RELATING TO THE POSSIBLE INVALIDITY OF THE UNDERLYING ASSUMPTIONS AND ESTIMATES,
(ii) POSSIBLE CHANGES OR DEVELOPMENTS IN SOCIAL, ECONOMIC, BUSINESS, INDUSTRY, MARKET, LEGAL AND
REGULATORY CIRCUMSTANCES, AND (iii) CONDITIONS AND ACTIONS TAKEN OR OMITTED TO BE TAKEN BY THIRD
PARTIES, INCLUDING CUSTOMERS, SUPPLIERS, BUSINESS PARTNERS AND COMPETITORS, AND LEGISLATIVE,
JUDICIAL AND OTHER GOVERNMENTAL AUTHORITIES AND OFFICIALS. ASSUMPTIONS RELATED TO THE
FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE,
AND MARKET CONDITIONS AND FUTURE BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO
PREDICT ACCURATELY. FOR THESE REASONS, THERE CAN BE NO ASSURANCE THAT THE FORWARD-LOOKING
STATEMENTS INCLUDED IN THIS OFFICIAL STATEMENT WILL PROVE TO BE ACCURATE.
Note: Regal Cinemas, Steak & Shake, McAlisters and the Raceway are not included within the boundaries of the Improvement District.
 TABLE OF CONTENTS
SUMMARY STATEMENT............................................... S-1
INTRODUCTION .................................................................. 1
Purpose of the Official Statement ..................................... 1
The Issuer .......................................................................... 1
The Developer and McGowin Park ................................... 1
The Bonds ......................................................................... 2
Security and Sources of Payment for the Bonds ............... 2
Revenue Study .................................................................. 3
Engineers Report ............................................................. 3
Bond Owners Risks ......................................................... 4
Forms of Documents ......................................................... 4
Continuing Disclosure ...................................................... 4
PLAN OF FINANCE ............................................................. 4
Purpose of the Bonds ........................................................ 4
Estimated Sources and Uses of Funds............................... 5
THE BONDS........................................................................... 5
General .............................................................................. 5
Payment of Interest on Bonds; Interest Rights
Preserved ...................................................................... 5
Registration, Transfer and Exchange of the Bonds ........... 6
Redemption Provisions ..................................................... 7
Selection of Bonds to be Redeemed; Notice of
Redemption .................................................................. 9
Effect of Call for Redemption ......................................... 10
Payment of Indenture Indebtedness; Satisfaction and
Discharge of Indenture ............................................... 10
Trust for Payment of Debt Service.................................. 11
No Additional Bonds ...................................................... 11
Book-Entry Only............................................................. 11
SECURITY AND SOURCES OF PAYMENT FOR
THE BONDS ..................................................................... 14
Special Limited Obligations............................................ 14
Sales Tax Revenues ........................................................ 14
Reserve Fund .................................................................. 15
Revenue Fund ................................................................. 15
IMPOSITION AND COLLECTION OF SALES TAX
REVENUES....................................................................... 16
Project City Tax Payments and City Warrant ................. 16
Project County Tax Payments and County Warrant........ 18
HISTORIC COLLECTION OF SALES TAX
REVENUES....................................................................... 21
THE IMPROVEMENT DISTRICT ................................... 21
General ............................................................................ 21
Legal Powers and Authority ........................................... 22
Board of Directors........................................................... 22
THE DISTRICT MANAGER ............................................. 23
MCGOWIN PARK .............................................................. 23
Overview ......................................................................... 23
Infrastructure Improvements ........................................... 24
The Developer................................................................. 24
Possible Developer Sale of its Ownership Interest in
McGowin Park ........................................................... 24
Management of McGowin Park ...................................... 24
Environmental Assessment ............................................. 24
Competition .................................................................... 25
SUMMARY OF OWNERSHIP AND LEASES AT
MCGOWIN PARK ........................................................... 25
BOND OWNERS RISKS ................................................... 31
General ............................................................................ 31
Risk of Investment .......................................................... 32
Special, Limited Obligations........................................... 32
Limited Sources of Debt Service and Factors
Affecting Sales Tax Revenues .................................... 32
-i-
Concentration of Sales Tax Revenues ............................ 33
No Mortgage or Lien; No General Obligation ................ 33
Financial Feasibility ....................................................... 33
Competition .................................................................... 34
Damage or Destruction of the Retail Businesses ............ 34
Changes in Economic and Demographic Conditions ..... 34
Revenue Study................................................................ 34
Legal Matters .................................................................. 35
Availability of Debt Service Reserve Fund .................... 35
Tax-Exempt Status of the Bonds .................................... 35
Enforceability of Remedies ............................................ 36
Bankruptcy of the Improvement District ........................ 36
Lack of Rating and Market for the Bonds ...................... 37
Misallocation and Monitoring of Sales Tax Revenues ... 37
Changes to State and Local Tax Rates ........................... 37
Forward-Looking Statements ......................................... 38
In Summary .................................................................... 38
REVENUE STUDY ............................................................. 38
ENGINEERS REPORT ..................................................... 39
DEBT SERVICE AND PROJECTED DEBT SERVICE
COVERAGE OF THE BONDS ...................................... 39
Introduction .................................................................... 39
Structuring Assumptions ................................................ 39
Debt Service and Coverage Table .................................. 41
CONTINUING DISCLOSURE .......................................... 45
General ........................................................................... 45
Compliance with Prior Continuing Disclosure
Obligations ................................................................. 45
NO LITIGATION ................................................................ 45
The Issuer ....................................................................... 45
The Developer ................................................................ 46
CERTAIN LEGAL MATTERS ......................................... 46
TAX MATTERS .................................................................. 46
General ........................................................................... 47
Original Issue Discount .................................................. 47
Premium ......................................................................... 48
NO RATING ........................................................................ 48
UNDERWRITING .............................................................. 48
CERTAIN RELATIONSHIPS ........................................... 48
ADDITIONAL INFORMATION ....................................... 48
ECONOMIC AND DEMOGRAPHIC
INFORMATION .............................................................. 48
General ........................................................................... 48
Population....................................................................... 49
Employment ................................................................... 49
Income Levels ................................................................ 49
Retail Sales ..................................................................... 50
MISCELLANEOUS ............................................................ 50
APPENDIX A REVENUE STUDY
APPENDIX B FORMS OF THE INDENTURE AND
PAYING AGENT
AGREEMENTS/DIRECTIONS OF
PAYMENT
APPENDIX C FORM OF CONTINUING DISCLOSURE
AGREEMENT
APPENDIX D ENGINEERS REPORT
APPENDIX E FORM OF BOND COUNSEL OPINION
(THIS PAGE LEFT BLANK INTENTIONALLY)
 SUMMARY STATEMENT

This Summary Statement is subject in all respects to more complete information contained in this Official Statement
and should not be considered a complete statement of the facts material to making an investment decision. The
offering of the Bonds to potential investors is made only by means of the entire Official Statement. No person is
authorized to detach this Summary Statement from the Official Statement or otherwise use it without the entire
Official Statement. The order and placement of information in the Official Statement, including the appendices, are
not to be deemed to be a determination of relevance, materiality or relative importance. All capitalized terms used
in this Official Statement that are not otherwise defined herein shall have the meanings ascribed to them in the
Indenture and as set forth in Appendix B FORMS OF THE INDENTURE AND PAYING AGENT
AGREEMENTS/DIRECTIONS OF PAYMENT attached hereto.

Overview The $21,845,000 Sales Tax Revenue Bonds, Series 2016A (the Bonds) are being
issued by The Improvement District of the City of Mobile McGowin Park Project (the
Issuer or the Improvement District) pursuant to a Trust Indenture dated as of
December 1, 2016 (the Indenture), between the Issuer and UMB Bank, National
Association, St. Louis, Missouri, as trustee (the Trustee), for the purpose of
providing funds to (i) acquire a portion of the fully-completed public infrastructure
improvements (the Bond-Financed Facilities) associated with a retail development
known as McGowin Park Shopping Center (referred to herein as McGowin Park
or the Shopping Center) developed by McGowin Park, LLC (the Developer),
(ii) fund a debt service reserve fund for the Bonds, and (iii) finance the costs of issuing
the Bonds See THE IMPROVEMENT DISTRICT, THE BONDS, PLAN OF
FINANCE and MCGOWIN PARK herein.

The Bonds A description of the Bonds is contained in this Official Statement under the caption
THE BONDS. All references to the Bonds are qualified in their entirety by the
definitive forms thereof and the provisions with respect thereto included in the
Indenture. See Appendix B FORMS OF THE INDENTURE AND PAYING
AGENT AGREEMENTS/DIRECTIONS OF PAYMENT and Appendix C
FORM OF CONTINUING DISCLOSURE AGREEMENT herein.

No Additional Bond The Indenture authorizes a single series of Bonds. No additional bonds may be issued
pursuant to the Indenture.

Redemption The Bonds are subject to optional and mandatory sinking fund redemption. See THE
BONDS Redemption Provisions herein.

The Improvement The Improvement District is a public corporation organized and existing under the laws
District of the State of Alabama (the State), including particularly Chapter 99A of Title 11 of
the Code of Alabama 1975 (the Enabling Law). The District encompasses
approximately 78.62 acres in Mobile County, Alabama (the County). See Exhibit A
in the Revenue Study (defined herein) for a map of the location and boundaries of the
Improvement and its location within the City. See THE IMPROVEMENT
DISTRICT herein.

The Developer and The Developer is an Alabama limited liability company created for the purpose of
McGowin Park purchasing and developing McGowin Park. The Developer is an affiliate of Hutton, a
Chattanooga, Tennessee based real estate development company (Hutton). Hutton
has significant experience developing and managing large shopping center and retail
developments throughout the United States. See MCGOWIN PARK The
Developer herein.

McGowin Park is a retail development in the Improvement District, which is wholly

located within the City. The Developer has completed construction of approximately
523,000 square feet of the in-line gross leasable space in the Shopping Center. Upon

S-1
 completion, McGowin Park is anticipated to consist of approximately 650,000 square
feet of commercial retail, restaurant and hotel space, including six outparcels sized to
suit various retail establishments with approximately 50,000 square feet of space and an
approximately 75,000 square foot hotel. The outparcels are labeled outparcels 4, 6 and
8 and lots A, B and D in the site plan included in the pages preceding the Table of
Contents of this Official Statement. The Developer has prepared the six outparcels and
is actively marketing the outparcels to potential tenants or owners for construction of
retail entities or restaurants thereon. A developer unrelated to the Developer broke
ground in October 2016 for construction of a Hilton Home2 Suites hotel on one of the
lots in the Shopping Center.

The Shopping Center opened in June 2015 and is anchored by a 148,000 square foot
Costco Wholesale store (Costco), the largest anchor in the Shopping Center.
Additional retail anchors open and operating in the Shopping Center include Dicks
Sporting Goods, Best Buy, Ashley Furniture, Homegoods, Old Navy, Ross, Hobby
Lobby and Field & Stream. See MCGOWIN PARK and SUMMARY OF
OWNERSHIP AND LEASES AT MCGOWIN PARK herein.

Security and Sources of Special, Limited Obligations. The Bonds are special, limited obligations of the Issuer
Payment for the Bonds payable solely from Project City Tax Payments and Project County Tax
Payments (as such terms are further described and defined herein) received by the
Issuer (the Project City Tax Payments and the Project County Tax Payments are referred
to herein collectively as the Sales Tax Revenues) and other funds held by the Trustee
as provided in the Indenture. See SECURITY AND SOURCES OF PAYMENT
FOR THE BONDS herein.

Reserve Fund. As additional security for the Bonds, the Reserve Fund will be funded
from proceeds of the Bonds in the amount of $1,678,612.50 (the Reserve Fund
Requirement). Amounts in the Reserve Fund will be transferred by the Trustee to the
Debt Service Fund to pay Debt Service on the Bonds but only if and to the extent that
funds available in the Debt Service Fund are not sufficient for such purpose and
payment from the Reserve Fund is necessary to prevent a default in the payment of such
Debt Service. See SECURITY AND SOURCES OF PAYMENT FOR THE
BONDS Reserve Fund herein.

No Mortgage or Lien. The Bonds are not secured by a mortgage or any other lien on
McGowin Park, the Bond-Financed Facilities, or any other property in the Improvement
District.

Revenue Study A study entitled The Improvement District of the City of Mobile McGowin Park
Project Sales Tax Revenue Bonds Revenue Analysis, dated November 9, 2016 (the
Revenue Study), has been prepared by Peckham Guyton Albers & Viets, Inc.
(PGAV). The Revenue Study includes a projection of the total Sales Tax Revenues
available to pay Debt Service on the Bonds. Neither the Issuer nor Stifel, Nicolaus &
Company, Incorporated (the Underwriter) make any representation or warranty
(express or implied) as to the accuracy or completeness of any financial, technical or
statistical data or any estimates, projections, assumptions or expressions of opinion set
forth in the Revenue Study. Neither the Issuer nor the Underwriter assume any
responsibility to update such information after the delivery of the Bonds. A copy of the
Revenue Study is attached hereto as Appendix A. See also REVENUE STUDY
herein.

Engineers Report The Improvement District engaged Berry Engineers, LLC (the District Engineer) to
provide a report (the Engineers Report) dated March 1, 2014 as revised on October
6, 2014 and on November 4, 2016, regarding the status and financing of the

S-2
 Bond-Financed Facilities (as further defined and described herein under the section
captioned MCGOWIN PARK Infrastructure Improvements) related to the
development of McGowin Park. See ENGINEERS REPORT herein and
Appendix D ENGINEERS REPORT attached hereto.

Bond Owners Risks There is a high degree of risk associated with purchase of the Bonds and
prospective investors should read the sections SECURITY AND SOURCES OF
PAYMENT FOR THE BONDS and BOND OWNERS RISKS herein. The
Bonds may not be suitable investments for all persons and prospective purchasers
of the Bonds should carefully evaluate the merits and risks of investment in the
Bonds, should confer with their own legal and financial advisors, and should be
able to bear the risk of loss of their investment in the Bonds before considering a
purchase of the Bonds. See SECURITY AND SOURCES OF PAYMENT FOR
THE BONDS and BOND OWNERS RISKS herein.

No Rating The Bonds are not rated. The Issuer has not made an application to any rating agency
for assignment of a rating to the initial offering of the Bonds.

Forms of Documents This Official Statement contains certain definitions and forms of the Indenture, the
Continuing Disclosure Agreement, the City Paying Agent Agreement, the City Direction
of Payment, the County Paying Agent Agreement and the County Direction of Payment
and discussion of certain provisions of the Development Agreement, the City Project
Agreement and the County Project Agreement (as such documents are further defined
and described herein) and other documents related to the development of McGowin Park
or the issuance of the Bonds (collectively, the Financing Documents), but such
summaries do not purport to be comprehensive or definitive. See Appendix B
FORMS OF THE INDENTURE AND PAYING AGENT
AGREEMENTS/DIRECTIONS OF PAYMENT, and Appendix C FORM OF
CONTINUING DISCLOSURE AGREEMENT attached hereto. All references
herein to the specified documents are qualified in their entirety by reference to the
definitive forms of such documents, copies of which may be viewed as described in this
Summary Statement under the caption Additional Information and in the Official
Statement under the caption INTRODUCTION Forms of Documents.

Tax Matters Maynard, Cooper & Gale, P.C., Birmingham, Alabama, Bond Counsel, will provide an
opinion as to the legality of the Bonds and the exclusion from federal gross income of
interest on the Bonds. See TAX MATTERS herein and Appendix E FORM OF
BOND COUNSEL OPINION attached hereto.

Continuing Disclosure The District, Wrathell Hunt & Associates, LLC (the District Manager) and UMB
Bank, National Association, as Dissemination Agent, have covenanted for the benefit of
the beneficial owners of the Bonds to provide certain financial information relating to
collection of the Sales Tax Revenues on a semiannual basis and certain information with
respect to McGowin Park, and to provide notice of the occurrence of certain enumerated
events, if material, to the Municipal Securities Rulemaking Board, all as provided in the
Continuing Disclosure Agreement, dated as of December 1, 2016 (the Continuing
Disclosure Agreement), among the District, the District Manager and the
Dissemination Agent. See CONTINUING DISCLOSURE herein and Appendix C
FORM OF CONTINUING DISCLOSURE AGREEMENT attached hereto.

S-3
Additional Information The definitive forms of the Financing Documents and certain other documents and
information as described herein are available at the office of the District, c/o Wrathell
Hunt & Associates, LLC, 2300 Glades Rd., Suite 410-W, Boca Raton, Florida 33431;
huntp@whhassociates.com and will be provided to any prospective purchaser by
requesting the same in writing by mail, email or fax, in electronic form at no charge or
otherwise upon payment by such prospective purchaser of the cost of complying with
such request.

S-4
 THE IMPROVEMENT DISTRICT OF THE CITY OF MOBILE
- MCGOWIN PARK PROJECT

$21,845,000
SALES TAX REVENUE BONDS
SERIES 2016A

INTRODUCTION

This introduction is only a brief description and summary of certain information contained in this
Official Statement and is qualified in its entirety by reference to the more complete and detailed information
contained in the entire Official Statement, including the cover page and appendices hereto, and the documents
summarized or described herein. The order and placement of materials in this Official Statement, including
the appendices, are not to be deemed a determination of relevance, materiality or relative importance, and this
Official Statement, including the cover page and the appendices, must be considered in its entirety. The
offering of the Bonds to potential investors is made only by means of the entire Official Statement. All
capitalized terms used in this Official Statement that are not otherwise defined herein shall have the meaning
ascribed to them in Appendix B.

Purpose of the Official Statement

The purpose of this Official Statement, including the cover page hereof, the Summary Statement and
the appendices hereto, is to furnish certain information relating to (1) the $21,845,000 Sales Tax Revenue
Bonds, Series 2016A (the Bonds) of The Improvement District of the City of Mobile McGowin Park
Project (the Issuer or the Improvement District), (2) a retail development known as McGowin Park
Shopping Center (McGowin Park or the Shopping Center) located in Mobile, Alabama (the City),
developed by McGowin Park, LLC (the Developer), an Alabama limited liability company created for the
purpose of developing McGowin Park, and (3) the Sales Tax Revenues available for payment of Debt Service
on the Bonds. See THE BONDS, THE IMPROVEMENT DISTRICT, MCGOWIN PARK and
SECURITY AND SOURCES OF PAYMENT FOR THE BONDS herein. See the pages preceding the
Table of Contents of this Official Statement for a site plan of the retail entities located in McGowin Park. The
Regal Cinemas, Steak & Shake, McAlisters and the Raceway are not included within the boundaries of the
Improvement District.

The Issuer

The Issuer (sometimes also referred to herein as the Improvement District) is a public corporation
created in accordance with the laws of the State of Alabama (the State), including particularly Chapter 99A
of Title 11 of the Code of Alabama 1975 (the Enabling Law). The District encompasses approximately
78.62 acres in the Mobile County, Alabama (the County) and was formed on petition of the Developer and
approved by the City for the purpose of financing the construction of a portion of the public infrastructure
improvements located within the District (the Bond-Financed Facilities) associated with McGowin Park.
See THE IMPROVEMENT DISTRICT herein. See Exhibit A in the Revenue Study (defined herein) for
a map of the location and boundaries of the Improvement District and its location within the City. The Regal
Cinemas, Steak & Shake, McAlisters and the Raceway are not included within the boundaries of the
Improvement District.

The Developer and McGowin Park

The Developer was created for the purpose of purchasing and developing McGowin Park. The
Developer has significant experience developing and managing large shopping center and retail developments
throughout the United States. See MCGOWIN PARK The Developer herein.
 McGowin Park is a retail development in the Improvement District, which is wholly located within
the City. The Developer has completed construction of approximately 523,000 square feet of the in-line gross
leasable space in the Shopping Center. Upon completion, McGowin Park is anticipated to consist of
approximately 650,000 square feet of commercial retail, restaurant and hotel space, including six outparcels
sized to suit various retail establishments with approximately 50,000 square feet of space and an approximately
75,000 square foot hotel. The outparcels are labeled outparcels 4, 6 and 8 and lots A, B and D in the site plan
included in the pages preceding the Table of Contents of this Official Statement. The Developer has prepared
the six outparcels and is actively marketing the outparcels to potential tenants or owners for construction of
retail entities or restaurants thereon. A developer unrelated to the Developer broke ground in October 2016 for
construction of a Hilton Home2 Suites hotel on one of the lots in the Shopping Center.

The Shopping Center opened in June 2015 and is anchored by a 148,000 square foot Costco
Wholesale store (Costco), the largest anchor in the Shopping Center. Additional retail anchors open and
operating in the Shopping Center include Dicks Sporting Goods, Best Buy, Ashley Furniture, Homegoods,
Old Navy, Ross, Hobby Lobby and Field & Stream. See MCGOWIN PARK and SUMMARY OF
OWNERSHIP AND LEASES AT MCGOWIN PARK herein.

The Bonds

The Bonds are being issued by the Issuer pursuant to a Trust Indenture dated as of December 1, 2016
(the Indenture), between the Issuer and UMB Bank, National Association, St. Louis, Missouri, as trustee
(the Trustee). The Bonds are being issued by the Issuer for the purpose of providing funds to (i) reimburse
the costs of financing the acquisition and construction of the Infrastructure Improvements associated with
McGowin Park, (ii) fund a debt service reserve fund for the Bonds, and (iii) finance the costs of issuing the
Bonds. See PLAN OF FINANCE herein.

A description of the Bonds is contained in this Official Statement under the caption THE BONDS.
All references to the Bonds are qualified in their entirety by the definitive forms thereof and the provisions
with respect thereto included in the Indenture. See Appendix B FORMS OF THE INDENTURE AND
PAYING AGENT AGREEMENTS/DIRECTIONS OF PAYMENT attached hereto.

The Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as
described herein. See THE BONDS Redemption Provisions herein.

The Indenture authorizes a single series of Bonds. No additional bonds may be issued pursuant to the
Indenture. See THE BONDS No Additional Bonds herein.

Security and Sources of Payment for the Bonds

Special, Limited Obligations. The Bonds and the interest thereon are special, limited obligations of
the Issuer payable (except to the extent paid out of Bond proceeds or the income from the temporary
investment thereof) solely from Project City Tax Payments and Project County Tax Payments (as
such terms are further described and defined herein) received by the Issuer (the Project City Tax Payments and
the Project County Tax Payments are referred to herein collectively as the Sales Tax Revenues) and other
funds held by the Trustee as provided in the Indenture and are secured by a transfer, pledge and assignment of
and a grant of a security interest in the Trust Estate to the Trustee and in favor of the Bondholders, as provided
in the Indenture. See SECURITY AND SOURCES OF PAYMENT FOR THE BONDS herein.

The Sales Tax Revenues consist of a 1.70% sales and use tax on taxable retail sales within the
Improvement District comprised of (1) a 1.4% sales and use tax imposed by the City (the Project City Tax
Payments as further defined and described herein) and (2) a 0.3% sales and use tax imposed by the County
(the Project County Tax Payments as further defined and described herein). See SECURITY AND

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SOURCES OF PAYMENT OF THE BONDS Sales Tax Revenues herein. The area of the Improvement
District in which Sales Tax Revenues are collected is co-terminus with McGowin Park and includes all retail
entities within McGowin Park.

Both the City and the County covenant in the City Project Agreement and the County Project
Agreement, respectively (as such terms are defined herein under the section captioned SECURITY AND
SOURCES OF PAYMENT FOR THE BONDS Sales Tax Revenues) that each will, as long as the City
Project Agreement and the City Warrant (defined herein) and the County Project Agreement and the County
Warrant (defined herein) are outstanding, each will continue to levy and provide for the levy and assessment of
sales and use taxes that comprise the City Sales Tax and the County Sales Tax, respectively (as such terms are
further defined and described herein), at rates not less than those necessary to pay the Project City Tax
Payments and the Project County Tax Payments. The termination date of the City Project Agreement is
June 30, 2035 and the City Warrant matures on June 30, 2035. The termination date of the County Project
Agreement is June 30, 2035 and the County Warrant matures on June 30, 2035. See SECURITY AND
SOURCES OF PAYMENT OF THE BONDS and IMPOSITION AND COLLECTION OF SALES
TAX REVENUES herein.

Reserve Fund. As additional security for the Bonds, the Reserve Fund will be funded from proceeds
of the Bonds in the amount of $1,678,612.50 (the Reserve Fund Requirement). Amounts in the Reserve
Fund will be transferred by the Trustee to the Debt Service Fund to pay Debt Service on the Bonds but only if
and to the extent that funds available in the Debt Service Fund are not sufficient for such purpose and payment
from the Reserve Fund is necessary to prevent a default in the payment of such Debt Service. See
SECURITY AND SOURCES OF PAYMENT FOR THE BONDS Reserve Fund herein.

No Mortgage. The Bonds are not secured by a mortgage or any other lien on McGowin Park, the
Bond-Financed Facilities or any other property in the Improvement District.

Revenue Study

A study entitled The Improvement District of the City of Mobile McGowin Park Project Sales Tax
Revenue Bonds Revenue Analysis, dated November 9, 2016 (the Revenue Study), has been prepared by
Peckham Guyton Albers & Viets, Inc. (PGAV). The Revenue Study includes a projection of the total Sales
Tax Revenues available to pay Debt Service on the Bonds. Neither the Issuer nor Stifel, Nicolaus &
Company, Incorporated (the Underwriter) make any representation or warranty (express or implied) as to
the accuracy or completeness of any financial, technical or statistical data or any estimates, projections,
assumptions or expressions of opinion set forth in the Revenue Study. Neither the Issuer nor the Underwriter
assume any responsibility to update such information after the delivery of the Bonds. A copy of the Revenue
Study is attached hereto as Appendix A. See also REVENUE STUDY herein.

In 2013 the District engaged a consultant to perform a revenue study in connection with its application
for incentives from the City and the County. The 2013 revenue study was based on a list of retail entities that
the Developer anticipated would be located in McGowin Park and projected higher sales tax revenue
collections than the Revenue Study attached hereto as Appendix A.
Engineers Report

The District engaged Berry Engineers, LLC (the District Engineer) to provide a report (the
Engineers Report) dated March 1, 2014 as revised on October 6, 2014 and on November 4, 2016,
regarding the status and financing of the Bond-Financed Facilities (as further defined and described herein
under the section captioned MCGOWIN PARK Infrastructure Improvements) related to the
development of McGowin Park. See ENGINEERS REPORT herein and Appendix D ENGINEERS
REPORT attached hereto.

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Bond Owners Risks

There is a high degree of risk associated with purchase of the Bonds, and prospective investors
should read the sections SECURITY AND SOURCES OF PAYMENT FOR THE BONDS and
BOND OWNERS RISKS herein. The Bonds may not be suitable investments for all persons and
prospective purchasers of the Bonds should carefully evaluate the merits and risks of investment in the
Bonds, should confer with their own legal and financial advisors, and should be able to bear the risk of
loss of their investment in the Bonds before considering a purchase of the Bonds. See SECURITY
AND SOURCES OF PAYMENT FOR THE BONDS and BOND OWNERS RISKS herein.

Forms of Documents

This Official Statement contains certain definitions and forms of the Indenture, the Continuing
Disclosure Agreement, the City Paying Agent Agreement, the City Direction of Payment, the County Paying
Agent Agreement and the County Direction of Payment and discussion of certain provisions of the
Development Agreement, the City Project Agreement and the County Project Agreement (as such documents
are further defined and described herein) and other documents related to the development of McGowin Park or
the issuance of the Bonds (collectively, the Financing Documents), but such summaries do not purport to
be comprehensive or definitive. See Appendix B FORMS OF THE INDENTURE AND PAYING
AGENT AGREEMENTS/DIRECTIONS OF PAYMENT, and Appendix C FORM OF
CONTINUING DISCLOSURE AGREEMENT attached hereto. All references herein to the Financing
Documents are qualified in their entirety by reference to the definitive forms of such documents. The
definitive forms of the Financing Documents and certain other documents and information as described herein
are available at the office of the District, c/o Wrathell Hunt & Associates, LLC, 2300 Glades Rd.,
Suite 410-W, Boca Raton, Florida 33431; huntp@whhassociates.com and will be provided to any prospective
purchaser by requesting the same in writing by mail, email or fax, in electronic form at no charge or otherwise
upon payment by such prospective purchaser of the cost of complying with such request.

Continuing Disclosure

The District, Wrathell Hunt & Associates, LLC (the District Manager) and UMB Bank, National
Association, as Dissemination Agent, have covenanted for the benefit of the beneficial owners of the Bonds to
provide certain financial information relating to collection of the Sales Tax Revenues on a semiannual basis
and certain information with respect to McGowin Park, and to provide notice of the occurrence of certain
enumerated events, if material, all as provided in the Continuing Disclosure Agreement, dated as of
December 1, 2016 (the Continuing Disclosure Agreement), among the District, the District Manager and
the Dissemination Agent. Pursuant to the Continuing Disclosure Agreement, the District has agreed to
provide, or cause to be provided, financial and other information on McGowin Park and notice of material
events to the Municipal Securities Rulemaking Board. See CONTINUING DISCLOSURE herein and
Appendix C FORM OF CONTINUING DISCLOSURE AGREEMENT attached hereto.

PLAN OF FINANCE

Purpose of the Bonds

The Bonds are being issued by the Issuer for the purpose of providing funds to (i) reimburse the costs
of financing the acquisition and construction of the Bond-Financed Facilities consisting of a portion of the
public infrastructure improvements related to McGowin Park, (ii) fund the Reserve Fund for the Bonds, and
(iii) finance the costs of issuing the Bonds. See THE BONDS herein.

The public infrastructure improvements being financed with the proceeds of the Bonds are referred to
herein as the Bond-Financed Facilities. The Bond-Financed Facilities, together with the additional

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infrastructure facilities within the Improvement District constructed and financed by the Developer are referred
to herein as Infrastructure Improvements. The retail shopping center known as the McGowin Park
Shopping Center built in conjunction with the Infrastructure Improvements is referred to herein as the
McGowin Park or the Shopping Center. The Infrastructure Improvements and McGowin Park are
located wholly within the District, which is located within the City limits.

Estimated Sources and Uses of Funds

Following is a summary of the anticipated sources and uses of funds in connection with the issuance
of the Bonds:

Sources of Funds:

Principal amount of the Bonds................................................................... $21,845,000.00

Plus net original issue premium ................................................................. 51,931.25
Total sources of funds ................................................................................ $21,896,931.25

Uses of Funds:

Deposit to the Acquisition Fund ................................................................ $19,399,037.71

Deposit to the Reserve Fund ...................................................................... 1,678,612.50
Cost of issuance, including Underwriters Discount ................................. 819,281.04
Total uses of funds ............................................................................... $21,896,931.25

THE BONDS

The following is a summary of certain terms and provisions of the Bonds. Reference is hereby made
to the Bonds and the provisions with respect thereto in the Indenture for the detailed terms and provisions
thereof. See Appendix B FORMS OF THE INDENTURE AND PAYING AGENT
AGREEMENTS/DIRECTIONS OF PAYMENT attached hereto.

General

The Bonds are being issued in the aggregate principal amount as described on the cover page of this
Official Statement in the denominations of $5,000 or any integral multiple of $5,000 in excess thereof
(Authorized Denominations). The Bonds will be dated as of the date of initial issuance and delivery
thereof, and will mature on the dates and in the principal amounts set forth on the inside cover page of this
Official Statement. The Bonds will bear interest at the rates per annum set forth on the inside cover page
hereof, which interest will be payable semiannually on February 1 and August 1 in each year, beginning on
August 1, 2017 (each an Interest Payment Date). The Bonds shall bear interest from their date, or the most
recent date to which interest has been paid or duly provided for, until the principal thereof shall become due
and payable. Interest shall be computed on the basis of a 360-day year with 12 months of 30 days each.
Interest on overdue principal and premium and (to the extent legally enforceable) on any overdue installment
of interest on any Bond shall be payable at the interest rate borne by such Bond.

Payment of Interest on Bonds; Interest Rights Preserved

Interest on any Bond which is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the person in whose name that Bond is registered at the close of business on the
Regular Record Date for such Interest Payment Date. The Regular Record Date for interest payable on any
Interest Payment Date for the Bonds shall be the 15th day (whether or not a Business Day) of the month next
preceding such Interest Payment Date.

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 Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called Defaulted Interest) shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date solely by virtue of such Holder having been such Holder; and such
Defaulted Interest shall be paid by the Issuer to the persons in whose names such Bonds are registered at the
close of business on a special record date (the Special Record Date) for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee of the amount of
Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be
such as will enable the Trustee to comply with the next sentence hereof), and at the same time the Issuer shall
deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date
of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled
to such Defaulted Interest as provided in the Indenture and not to be deemed part of the Trust Estate.
Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of a Bond at his address as it appears in the Bond Register not less than
10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the
persons in whose names the Bonds are registered on such Special Record Date.

Registration, Transfer and Exchange of the Bonds

When issued, the Bonds will be registered in the name of Cede & Co., as registered owner and
nominee for the Depository Trust Company (DTC), New York, New York. DTC will act as securities
depository for the Bonds.

Pursuant to the Indenture, the Issuer covenants that it will cause to be kept at the Office of the Trustee a
register (the Bond Register) in which, subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Bonds and registration of transfers of Bonds entitled to be registered or
transferred as provided in the Indenture. The Trustee is appointed as agent of the Issuer for the purpose of
registering Bonds and transfers of Bonds as provided in the Indenture.

Upon surrender for transfer of any Bond at the Office of the Trustee, the Issuer shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Bonds of the same series and Maturity, of any Authorized Denominations and of a like aggregate principal
amount. At the option of the Holder, Bonds may be exchanged for other Bonds of the same Maturity, of any
Authorized Denominations and of a like aggregate principal amount, upon surrender of the Bonds to be
exchanged at the Office of the Trustee. Whenever any Bonds are so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and deliver, the Bonds which the Bondholder making the exchange
is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in the Indenture shall
be promptly cancelled by the Trustee.

Every Bond presented or surrendered for transfer or exchange shall contain, or be accompanied by, all
necessary endorsements for transfer. No service charge shall be made for any transfer or exchange of Bonds,
but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any transfer or exchange of Bonds.

The Issuer shall not be required (1) to transfer or exchange any Bond during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of redemption of Bonds and ending at the

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close of business on the day of such mailing, or (2) to transfer or exchange any Bond so selected for
redemption in whole or in part.

All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the Issuer
and entitled to the same security and benefits under the Indenture as the Bonds surrendered upon such transfer
or exchange.

Redemption Provisions

Optional Redemption. The Bonds maturing on August 1, 2030 and thereafter may be redeemed in
whole or in part at the option of the Issuer on or after August 1, 2026 at a redemption price equal to 100% of the
principal amount being redeemed, plus accrued interest thereon to the redemption date.

Mandatory Redemption if Sufficient Moneys on Deposit in Certain Indenture Funds. All (but not
less than all) Bonds shall be redeemed at a redemption price equal to 100% of the principal amount to be
redeemed plus accrued interest thereon to the redemption date if moneys in the Debt Service Fund and the
Reserve Fund are sufficient to redeem all of the Bonds then Outstanding.

Scheduled Mandatory Redemption of Term Bonds. The Bonds maturing on August 1, 2020 (2020
Term Bond) shall be redeemed, at a redemption price equal to 100% of the principal amount to be redeemed
plus accrued interest thereon to the redemption date, on February 1 and August 1 on the dates, and in the
principal amounts (after credit as provided below), as follows:

Date Amount
8/1/17 $420,000
2/1/18 305,000
8/1/18 470,000
2/1/19 320,000
8/1/19 485,000
2/1/20 335,000

$505,000 of the 2020 Term Bond

is scheduled to be retired at Maturity.

[Remainder of page intentionally left blank]

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 The Bonds maturing on August 1, 2025 (2025 Term Bond) shall be redeemed, at a redemption
price equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the redemption
date, on February 1 and August 1 on the dates, and in the principal amounts (after credit as provided below), as
follows:
Date Amount
2/1/21 $355,000
8/1/21 520,000
2/1/22 375,000
8/1/22 545,000
2/1/23 400,000
8/1/23 570,000
2/1/24 420,000
8/1/24 595,000
2/1/25 445,000

$620,000 of the 2025 Term Bond

is scheduled to be retired at Maturity.

The Bonds maturing on August 1, 2030 (2030 Term Bond) shall be redeemed, at a redemption
price equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the redemption
date, on February 1 and August 1 on the dates, and in the principal amounts (after credit as provided below), as
follows:

Date Amount
2/1/26 $475,000
8/1/26 645,000
2/1/27 505,000
8/1/27 675,000
2/1/28 535,000
8/1/28 710,000
2/1/29 565,000
8/1/29 740,000
2/1/30 600,000

$780,000 of the 2030 Term Bond

is scheduled to be retired at Maturity.

[Remainder of page intentionally left blank]

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 The Bonds maturing on August 1, 2035 (2035 Term Bond) shall be redeemed, at a redemption
price equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the redemption
date, on February 1 and August 1 on the dates, and in the principal amounts (after credit as provided below), as
follows:

Date Amount
2/1/31 $640,000
8/1/31 815,000
2/1/32 680,000
8/1/32 855,000
2/1/33 720,000
8/1/33 900,000
2/1/34 765,000
8/1/34 945,000
2/1/35 810,000

$800,000 of the 2035 Term Bond

is scheduled to be retired at Maturity.

Not less than 45 or more than 60 days prior to each such scheduled mandatory redemption date with
respect to 2020 Term Bond, the 2025 Term Bond, the 2030 Term Bond and the 2035 Term Bond (collectivley,
the Term Bonds), the Trustee shall proceed to select for redemption, by lot, Term Bonds or portions thereof
in an aggregate principal amount equal to the amount required to be redeemed and shall call such Term Bonds
or portions thereof for redemption on such scheduled mandatory redemption date. The Issuer may, not less
than 60 days prior to any such scheduled mandatory redemption date, direct that any or all of the following
amounts be credited against the principal amount of Term Bonds scheduled for redemption on such date:
(1) the principal amount of Term Bonds delivered by the Issuer to the Trustee for cancellation and not
previously claimed as a credit; (2) the principal amount of Term Bonds previously redeemed (other than Term
Bonds redeemed pursuant to this paragraph) and not previously claimed as a credit; and (3) the principal
amount of Term Bonds otherwise deemed Fully Paid and not previously claimed as a credit.

Selection of Bonds to be Redeemed; Notice of Redemption

Except as otherwise provided in the specific redemption provisions for the Bonds, if less than all
Bonds Outstanding are to be redeemed, the principal amount of Bonds of each Maturity to be redeemed may
be specified by the Issuer by notice delivered to the Trustee not less than 60 days before the date fixed for
redemption (unless a shorter notice is acceptable to the Trustee), or, in the absence of timely receipt by the
Trustee of such notice, shall be determined in accordance with the Book-Entry Only System or, if the
Book-Entry Only System is no longer in effect, shall be selected by the Trustee by lot or by such other method
as the Trustee shall deem fair and appropriate; provided, however, that the principal amount of Bonds of each
Maturity to be redeemed may not be larger than the principal amount of Bonds of such Maturity then eligible
for redemption and may not be smaller than the smallest Authorized Denomination.

Except as otherwise provided in the specific redemption provisions for the Bonds, if less than all
Bonds of the same Maturity are to be redeemed, the particular Bonds of such Maturity to be redeemed shall be
selected by the Trustee not less than 30 nor more than 60 days prior to the redemption date from the
Outstanding Bonds of such Maturity then eligible for redemption in accordance with the Book-Entry Only
System or, if the Book-Entry Only System is no longer in effect, by lot or by such other method as the Trustee
shall deem fair and appropriate and which may provide for the selection for redemption of portions (in
Authorized Denominations) of the principal of Bonds of such Maturity of a denomination larger than the
smallest Authorized Denomination.

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 Unless waived by the Holders of all Bonds then Outstanding to be redeemed, notice of redemption shall
be given by first-class mail, mailed not less than 30 nor more than 60 days prior to the redemption date, to each
Holder of Bonds to be redeemed, at his address appearing in the Bond Register. All notices of redemption shall
state: (1) the redemption date, (2) the redemption price, (3) the principal amount of Bonds to be redeemed, and, if
less than all Outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the
respective principal amounts) of the Bonds to be redeemed, (4) that on the redemption date the redemption price
of each of the Bonds to be redeemed will become due and payable and that the interest thereon shall cease to
accrue from and after said date, (5) the place or places where the Bonds to be redeemed are to be surrendered for
payment of the redemption price, and (6) in the case of optional redemption, whether the redemption of the
Bonds is contingent upon any conditions to such redemption specified in the Indenture as described below.

A notice of optional redemption may state that the redemption of Bonds is contingent upon specified
conditions such as receipt of a specified source of funds or the occurrence of specified events. If the conditions
for such redemption are not met, the Issuer shall not be required to redeem Bonds (or portions thereof) identified
in such notice, and any Bonds surrendered on the specified redemption date shall be returned to the Holders of
such Bonds.

Effect of Call for Redemption

Notice of redemption having been given as provided in the Indenture, the Bonds to be redeemed shall,
on the redemption date, become due and payable at the redemption price therein specified and from and after
such date (unless the Issuer shall default in the payment of the redemption price) such Bonds shall cease to bear
interest. Upon surrender of any such Bond for redemption in accordance with said notice such Bond shall be paid
by the Issuer at the redemption price. Installments of interest due on or prior to the redemption date shall be
payable to the Holders of the Bonds registered as such on the relevant Record Dates according to the terms of
such Bonds. If any Bond called for redemption shall not be paid upon surrender thereof for redemption, the
principal (and premium, if any) shall, until paid, bear interest from the redemption date at the Post-Default Rate.

Payment of Indenture Indebtedness; Satisfaction and Discharge of Indenture

Whenever all Indenture Indebtedness has been Fully Paid, then (1) the Indenture and the lien, rights
and interests created thereby shall cease, determine and become null and void (except as to any surviving
rights of transfer or exchange of Bonds provided for in the Indenture or the Bonds), and (2) the Trustee shall,
upon the request of the Issuer, execute and deliver a termination statement and such instruments of satisfaction
and discharge as may be necessary and pay, assign, transfer and deliver to the Issuer or upon the order of the
Issuer, all cash and securities then held by it under the Indenture as a part of the Trust Estate.

A Bond shall be deemed Fully Paid if (1) such Bond has been cancelled by the Trustee or delivered
to the Trustee for cancellation, or (2) such Bond shall have matured or been called for redemption and, on such
Maturity date or redemption date, money for the payment of Debt Service on such Bond is held by the Trustee
in trust for the benefit of the person entitled thereto, or (3) such Bond is alleged to have been destroyed, lost or
stolen and has been replaced as provided in the Indenture, or (4) a trust for the payment of such Bond has been
established in accordance with the Indenture. See the subsection below captioned Trust for Payment of
Debt Service.

Indenture Indebtedness other than Debt Service on the Bonds shall be deemed Fully Paid whenever
the Issuer has paid, or made provisions satisfactory to the Trustee for payment of, all such Indenture
Indebtedness.

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Trust for Payment of Debt Service

The Issuer may provide for the payment of any Bond by establishing a trust for such purpose with the
Trustee and depositing therein cash and/or Federal Securities which (assuming the due and punctual payment
of the principal of and interest on such Federal Securities, but without reinvestment) will provide funds
sufficient to pay the Debt Service on such Bond as the same becomes due and payable until the Maturity or
redemption of such Bond; provided, however, that: (1) such Federal Securities must not be subject to
redemption prior to their respective maturities at the option of the issuer of such Securities, (2) if such Bond is
to be redeemed prior to its Maturity, either (A) the Trustee shall receive evidence that notice of such
redemption has been given in accordance with the provisions of the Indenture and such Bond or (B) the Issuer
shall confer on the Trustee irrevocable authority for the giving of such notice on behalf of the Issuer, (3) if the
interest rate on such Bond is not fixed until the Maturity or the redemption date of such Bond, such trust must
provide for the payment of interest on such Bond at the maximum rate permitted by the Indenture for any
period when interest is not fixed, (4) prior to the establishment of such trust the Trustee must receive a
Favorable Tax Opinion and (5) prior to the establishment of such trust the Trustee must receive verification
satisfactory to the Trustee demonstrating that the principal and interest payments on the Federal Securities in
such trust, without reinvestment, together with the cash balance in such trust remaining after purchase of such
Securities, will be sufficient to make the required payments from such trust.

Any trust established pursuant to the above provisions of the Indenture may provide for payment of
less than all Bonds outstanding or less than all Bonds of any remaining series or Maturity. If any trust
provides for payment of less than all Bonds of a Maturity, the Bonds of such Maturity to be paid from the trust
shall be selected by the Trustee by lot by such method as shall provide for the selection of portions (in
Authorized Denominations) of the principal of Bonds of such Maturity of a denomination larger than the
smallest Authorized Denomination. Such selection shall be made within 7 days after such trust is established.
This selection process shall be in lieu of the selection process otherwise provided with respect to redemption of
Bonds. After such selection is made, Bonds that are to be paid from such trust (including Bonds issued in
exchange for such Bonds pursuant to the transfer or exchange provisions of the Indenture) shall be identified
by a separate CUSIP number or other designation satisfactory to the Trustee. The Trustee shall notify Holders
whose Bonds (or portions thereof) have been selected for payment from such trust and shall direct such
Bondholders to surrender their Bonds to the Trustee in exchange for Bonds with the appropriate designation.
The selection of Bonds for payment from such trust pursuant to the provisions of the Indenture shall be
conclusive and binding on the Financing Participants.

Cash and/or Federal Securities deposited with the Trustee pursuant to the above-described provisions
of the Indenture shall not be a part of the Trust Estate but shall constitute a separate, irrevocable trust fund for
the benefit of the Holder of the Bond to be paid from such fund.

No Additional Bonds

The Indenture authorizes the issuance of a single series of Bonds. No additional Bonds may be issued
under the Indenture.

Book-Entry Only

General. When the Bonds are issued, ownership interests will be available to purchasers only through
a book-entry only system (the Book-Entry Only System) maintained by The Depository Trust Company
(DTC), New York, New York. DTC will act as securities depository for the Bonds. Initially, the Bonds
will be issued as fully-registered securities registered in the name of Cede & Co. (DTCS partnership nominee)
or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond
certificate for each maturity of the Bonds will be issued, in the aggregate principal amount of such maturity,
and will be deposited with DTC or the Trustee as its FAST agent. The following discussion will not apply

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to any Bonds issued in certificate form in the event of the discontinuance of the DTC Book-Entry Only
System, as described below.

DTC and its Participants. DTC, the worlds largest securities depository, is a limited-purpose trust
company organized under the New York Banking Law, a banking organization within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the
meaning of the New York Uniform Commercial Code and a clearing agency registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset
servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues,
and money market instruments from over 100 countries that DTCs participants (Direct Participants)
deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other
securities transactions in deposited securities, through electronic computerized book-entry transfers and
pledges between Direct Participants accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation (DTCC). DTCC is the holding company for DTC, National
Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing
agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also
available to others, such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and
clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly (the Indirect Participants). DTC has a Standard & Poors rating of AA+. The DTC
Rules applicable to its Direct and Indirect Participants are on file with the Securities and Exchange
Commission. More information about DTC can be found at www.dtcc.com.

Purchase of Ownership Interests. Purchases of the Bonds under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Bonds on DTCs records. The ownership
interest of each actual purchaser of each Bond (the Beneficial Owner) is in turn to be recorded on the Direct
and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their
purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to
be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the
Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

Transfers. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are
registered in the name of DTCs partnership nominee, Cede & Co., or such other name as may be requested by
an authorized representative of DTC. The deposit of the Bonds with DTC and their registration in the name of
Cede & Co. or such other DTC nominee does not affect any change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Bonds; DTCs records reflect only the identity of the Direct
Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The
Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their
customers.

Notices. Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners
will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be
in effect from time to time. Beneficial Owners of the Bonds may wish to take certain steps to augment the
transmission to them of notices of significant events with respect to the Bonds, such as redemptions, defaults
and proposed amendments to the Indenture. For example, Beneficial Owners of the Bonds may wish to
ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to the

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Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the
Registrar and request that copies of notices be sent directly to them.

Redemption notices shall be sent to DTC. If less than all of the Bonds are being redeemed, DTCs
practice is to determine by lot the amount of the interest of each Direct Participant in Bonds to be redeemed.

Voting. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect
to the Bonds unless authorized by a Direct Participant in accordance with DTCs MMI Procedures. Under its
usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.s consenting or voting rights to those Direct Participants to whose
accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Payments of Principal and Interest. All payments of principal of, premium, if any, and interest on
such Bonds and any redemption proceeds will be made to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC. DTCs practice is to credit Direct Participants accounts
upon DTCs receipt of funds and corresponding detail information from the Issuer or the Trustee, on the
payable date in accordance with their respective holdings shown on DTCs records. Payments by Direct and
Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices,
as is the case with securities held for the accounts of customers in bearer form or registered in street name,
and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee or the Issuer,
subject to any statutory and regulatory requirements as may be in effect from time to time. Payment of
principal of, premium, if any, and interest on the Bonds to Cede & Co. (or such other nominee as may be
requested by an authorized representative of DTC) is the responsibility of the Issuer or the Trustee,
disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.

Discontinuation of Book-Entry Only System. DTC may discontinue providing its services as
depository with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee.
Under such circumstances, in the event that a successor depository is not obtained, bond certificates are
required to be printed and delivered.

The use of the system of book-entry-only transfers through DTC (or a successor securities depository)
may be discontinued as described in the Indenture. In that event, bond certificates will be printed and
delivered as described in the Indenture.

None of the Underwriter, the Trustee or the Issuer will have any responsibility or obligations to any
Direct Participants or Indirect Participants or the persons for whom they act with respect to (i) the accuracy of
any records maintained by DTC or any such Direct Participant or Indirect Participant; (ii) the payment by any
Participant of any amount due to any Beneficial Owner in respect of the principal of, premium, if any, or
interest on the Bonds or any redemption proceeds; (iii) the delivery by any such Direct Participant or Indirect
Participant of any notice to any Beneficial Owner that is required or permitted under the terms of the Indenture
to be given to Owners of the Bonds; (iv) the selection of the Beneficial Owners to receive payment in the event
of any partial redemption of the Bonds; or (v) any consent given or other action taken by DTC as Bondholder.

The information in this section concerning DTC and DTCs book-entry system has been obtained from
sources that the Issuer believes to be reliable, but is not guaranteed as to accuracy or completeness by and is
not to be construed as a representation by the Issuer, the Trustee or the Underwriter. None of the Issuer, the
Trustee or the Underwriter make any assurances that DTC, Direct Participants, Indirect Participants or other
nominees of the Beneficial Owners will act in accordance with the procedures described above or in a timely
manner.

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 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS

Special Limited Obligations

The Bonds and the interest thereon are special, limited obligations of the Issuer payable (except to the
extent paid out of Bond proceeds or the income from the temporary investment thereof) solely from Sales Tax
Revenues, consisting of Project City Tax Payments and Project County Tax Payments received by the Issuer
and other funds held by the Trustee as provided in the Indenture and are secured by a transfer, pledge and
assignment of and a grant of a security interest in the Trust Estate to the Trustee and in favor of the
Bondholders, as provided in the Indenture. The Bonds, the interest thereon and any other payment obligations
under the Indenture do not constitute or give rise to an indebtedness or a pecuniary liability of, and do not
constitute a charge against the general credit or taxing powers of the State or any political subdivision thereof,
the City or the County.

Sales Tax Revenues

General. The Sales Tax Revenues available to pay Debt Service on the Bonds consist of a 1.70%
sales and use tax on retail sales within the Improvement District comprised of (1) a 1.4% sales and use tax
imposed by the City (the Project City Tax Payments as further defined and described below) and (2) a
0.3% sales and use tax imposed by the County (the Project County Tax Payments as further defined and
described below). The area of the Improvement District in which Sales Tax Revenues are collected is
co-terminus with McGowin Park and includes all retail entities within McGowin Park.

Under the Indenture, the Issuer covenants to deposit, or cause to be deposited, all Sales Tax Revenues
in the Revenue Fund. The Indenture requires the Issuer to take all actions as the Trustee may deem necessary
or desirable in order to ensure that all Sales Tax Revenues are delivered to the Trustee for deposit in the
Revenue Fund. Pursuant to (1) the City Paying Agent Agreement and City Direction of Payment (each as
further defined and described below under the subsection captioned Revenue Fund) and (2) the County
Paying Agent Agreement and County Direction of Payment (each as further defined and described below
under the subsection captioned Revenue Fund), the City and the County covenant to transfer Project City
Tax Payments and Project County Tax Payments, respectively, directly to the Paying Agent for transfer to the
Trustee and application as provided in the Indenture. See Revenue Fund below. Should the Issuer receive
any Sales Tax Revenues directly, the Issuer covenants in the Indenture to immediately deliver such receipts to
the Trustee, together with certifications sufficient to enable the Trustee to deposit the receipts in the proper
Indenture Fund or account.

Project City Tax Payments. Pursuant to a Project Development Agreement dated as of July 23, 2013
(the City Project Agreement) between the City and the Developer, the City covenants to pay to the
Improvement District, as the Developers assignee of the City Warrant (defined below under the section
captioned IMPOSITION AND COLLECTION OF SALES TAX REVENUES Project City Tax
Payments and City Warrant), in exchange for the Developers construction and development of McGowin
Park, Project City Tax Payments in an amount equal to $0.014 of each dollar of revenue subject to City
Sales Tax (i.e., a sales and use tax collected on taxable retail sales within the City pursuant to Article II of
Chapter 24 of the Citys Municipal Code) from each business entity within the Improvement District on a
monthly basis, net of the costs of the City to collect the City Sales Tax within the Improvement District and
taking into account any City-wide sales tax holidays that may have occurred during such monthly period. See
HISTORIC COLLECTION OF SALES TAX REVENUES for Project City Tax Payment collection
amounts from July 2015 through October 2016. The City covenants under the City Project Agreement, for as
long as the City Project Agreement and the City Warrant is outstanding, that it will continue to levy and to
provide for the assessment and levy of the sales and use taxes that comprise the City Sales Tax at rates not less
than those necessary to pay the Project City Tax Payments. The termination date of the City Project
Agreement is June 30, 2035 and the City Warrant matures on June 30, 2035.

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 The Improvement District has assigned its rights to the Project City Tax Payments under the City
Project Agreement to the Trustee, for payment of debt service on the Bonds. Pursuant to the City Paying
Agent Agreement/Direction of Payment (defined below under the subsection captioned Revenue Fund), the
City agrees to transfer the Project City Tax Payments directly to the Trustee for deposit into the Revenue Fund
to be applied in accordance with the Indenture. See Revenue Fund below.

Project County Tax Payments. Pursuant to a Project Development Agreement dated as of July 23,
2013 (the County Project Agreement) between the County and the Developer, the County covenants to
pay to the Improvement District, as assignee of the Developer, in exchange for the Developers construction
and development of McGowin Park, Project County Tax Payments in an amount equal to $0.003 of each
dollar of revenue subject to County Sales Tax (i.e., a sales and use tax collected on taxable retail sales
within the County) from each business entity within the Improvement District on a monthly basis, net of the
costs of the County to collect the County Sales Tax within the Improvement District and taking into account
any County-wide sales tax holidays that may have occurred during such monthly period. See HISTORIC
COLLECTION OF SALES TAX REVENUES for Project County Tax Payment collection amounts from
July 2015 through October 2016. The County covenants under the County Project Agreement, for as long as
the County Project Agreement and the County Warrant are outstanding, that it will continue to levy and to
provide for the assessment and levy of the sales and use taxes that comprise the County Sales Tax at rates not
less than those necessary to pay the Project County Tax Payments. The termination date of the County Project
Agreement is June 30, 2035 and the County Warrant matures on June 30, 2035.

The Improvement District has assigned its rights to the Project County Tax Payments under the
County Project Agreement to the Trustee, for payment of debt service on the Bonds. Pursuant to the County
Paying Agent Agreement/Direction of Payment (defined below under the subsection captioned Revenue
Fund), the County agrees to transfer the Project County Tax Payments directly to the Trustee for deposit into
the Revenue Fund to be applied in accordance with the Indenture. See Revenue Fund below.

Reserve Fund

As additional security for the Bonds, the Reserve Fund will be funded from proceeds of the Bonds in
the amount of $1,678,612.50 (the Reserve Fund Requirement). Amounts in the Reserve Fund will be
transferred by the Trustee to the Debt Service Fund to pay Debt Service on the Bonds but only if and to the
extent that funds available in the Debt Service Fund are not sufficient for such purpose and payment from the
Reserve Fund is necessary to prevent a default in the payment of such Debt Service.

No Mortgage or Lien

The Bonds are not secured by a mortgage or any other lien on McGowin Park, the Bond-Financed
Facilities or any other property in the Improvement District. Neither the Issuer nor the Developer nor any
affiliate of such entities, or any employee, officer, member, agent, or representative of such entities has
pledged its credit or assets or has provided any guaranty, surety, or undertaking of any kind, moral or
otherwise, to pay the principal of, premium, if any, and interest on the Bonds.

Revenue Fund

Pursuant to a paying agent agreement dated December 13, 2016 (the City Paying Agent
Agreement) among the Improvement District, McGowin Park Incentive, LLC, a Developer-related Delaware
limited liability company (the Company), and UMB Bank, National Association, as paying agent (the
Paying Agent), and a separate direction of payment agreement dated December 13, 2016 (the City
Direction of Payment, together with the City Paying Agent Agreement, the City Paying Agent
Agreement/Direction of Payment) among the City, the Improvement District, the Company, and the

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Developer, the City covenants to transfer the Project City Tax Payments to the Paying Agent no later than the
twentieth (20th) day of each month. In turn, the Paying Agent covenants to transfer the Project City Tax
Payments to the Trustee no later than the twenty-fifth (25th) day of each month. Pursuant to the Indenture, the
Trustee will deposit Project City Tax Payments upon receipt in the Revenue Fund and apply such payments in
accordance with the Indenture.

Pursuant to a paying agent agreement dated December 13, 2016 (the County Paying Agent
Agreement) among the Improvement District, the Company and UMB Bank, National Association, as paying
agent (the Paying Agent), and a separate direction of payment agreement dated December 13, 2016 (the
County Direction of Payment, together with the County Paying Agent Agreement, the County Paying
Agent Agreement/Direction of Payment) among the County, the Improvement District, the Company, and
the Developer, the County covenants to transfer Project County Tax Payments to the Paying Agent no later
than the twentieth (20th) day of each month. In turn, the Paying Agent covenants to transfer the Project County
Tax Payments to the Trustee no later than the twenty-fifth (25th) day of each month. Pursuant to the Indenture,
the Trustee will deposit Project County Tax Payments upon receipt in the Revenue Fund and apply such
payments in accordance with the Indenture.

On or before the twenty-fifth (25th) day of each month and on such other dates as the Issuer shall
direct the Trustee, the Trustee shall disburse funds as follows from the Revenue Fund:

(1) First: The Trustee shall deposit in the Debt Service Fund-Interest Subaccount an
amount that, together with the balance already on deposit in such subaccount, will equal the interest
payable on the Bonds on the next Interest Payment Date.

(2) Second: The Trustee shall deposit in the Debt Service Fund-Principal Subaccount an
amount that, together with the balance already on deposit in such subaccount, will equal the principal
amount of Bonds maturing or subject to scheduled mandatory redemption on the next Bond Payment
Date.

(3) Third: The Trustee shall deposit in the Rebate Fund an amount that, together with
the balance already on deposit in such fund, will equal the Required Rebate as determined by the
Issuer.

(4) Fourth: The Trustee shall deposit in the Reserve Fund an amount (if any) as shall be
required to make the balance in the Reserve Fund equal to the Reserve Fund Requirement.

(5) Fifth: The Trustee shall deposit in the Administrative Expense Fund an amount that,
together with the balance already on deposit in such fund, will equal the Administrative Expenses of
the Issuer as set forth in a written request delivered by the Issuer to the Trustee.

(6) Sixth: The Trustee shall transfer the balance (if any) in the Revenue Fund to the
Company with notice of such to the Issuer.

IMPOSITION AND COLLECTION OF SALES TAX REVENUES

Project City Tax Payments and City Warrant

City Sales Tax. State law authorizes the governing body of the City to levy a sales and use tax on
retail sales in the City, referred to herein as the City Sales Tax. The governing body of the City adopted an
ordinance, codified in Article II of Chapter 24 of the Citys Municipal Code, levying the City Sales Tax (the
City Sales Tax Ordinance), which City Sales Tax Ordinance is still in force and effect. The City Sales Tax
generally parallels the statewide sales and use taxes levied by the State of Alabama and consists of (i) a

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privilege or license (commonly called sales) tax on persons engaged in the business of selling at retail in the
City any tangible personal property or in the business of conducting or operating places of amusement or
entertainment in the City, generally measured by the gross receipts or sales of such businesses, and (ii) an
excise (commonly called use) tax on the storage, use or other consumption of tangible personal property in the
City, generally measured by the sales price of the property. The excise or use tax complements the sales tax
and applies only where property placed in use was not purchased in a retail sale in which the sales tax was
collected.

The current City Sales Tax rate is five percent (5.00%) of the gross receipts or sales price; however,
the rate is lower for machinery used in mining, quarrying, compounding, processing and manufacturing
tangible personal property and for selling at retail automotive vehicles, truck trailers and semi-trailers or house
trailers. The City Sales Tax Ordinance incorporates by reference the definitions, exemptions, deductions and
certain other provisions of the statewide sales and use tax laws. Disregarding the Citys expenses in collecting
the City Sales Tax, for each dollar of revenue subject to the City Sales Tax received by the City from each
business within the Improvement District, the City pays the Improvement District, under the City Warrant
(defined below), 1.40% in Project City Tax Payments in connection with the purchase and the City retains
3.60%. The City covenants in the City Project Agreement that it will continue to levy the City Sales Tax at
rates not less than those necessary to pay the Project City Tax Payments for as long as the City Project
Agreement and the City Warrant (defined below) are outstanding.

City Project Agreement. Prior to delivery of the Bonds, the Citys obligation to transfer the Project
City Tax Payments to the Company, as the Developers assignee, was evidenced by a single limited obligation
revenue warrant payable solely from, and secured by a pledge of, City Sales Taxes sufficient to pay the Project
City Tax Payments. Simultaneously with the delivery of the Bonds, the Company will assign such warrant and
the right to receive Project City Tax Payments to the Improvement District, as evidenced by a City warrant
issued to the Improvement District (the City Warrant), and the Company will retain a right to receive
Project City Tax Payments, if any, remaining after application of the Project City Tax Payments under the
Indenture pursuant to a participation agreement entered into by the Improvement District and the Company.
The City Warrant continues to be secured by a pledge of City Sales Taxes sufficient to pay Project City Tax
Payments.

Pursuant to the City Project Agreement, the City covenants to transfer the Project City Tax Payments,
as evidenced by the City Warrant, to the Improvement District. Pursuant to the City Paying Agent
Agreement/Direction of Payment, the City covenants to transfer Project City Tax Payments directly to the
Paying Agent for transfer to the Trustee and application as provided in the Indenture. See Revenue Fund
above.

The term of the City Project Agreement commenced when the first retail establishment within
McGowin Park opened for business (i.e., June 5, 2015) (the Commencement Date) and ends on the last day
of the month which is 20 years after the Commencement Date (i.e., June 30, 2035). The City covenants under
the City Project Agreement, for as long as the City Project Agreement and the City Warrant are outstanding,
that it will continue to levy and to provide for the assessment and levy of the sales and use taxes that comprise
the City Sales Tax at rates not less than those necessary to pay the Project City Tax Payments. The City
further covenants in the City Project Agreement that is will not apply any of the proceeds of the City Sales Tax
which are allocable to or included in the Project City Tax Payments to the payment of any expenses of
operating the City other than the costs of collecting the Project City Tax Payments as provided in the City
Project Agreement.

The obligation of the City for the payment of the Project City Tax Payments under the City Project
Agreement (i) is a limited obligation of the City payable solely from the City Project Tax Payments and
(ii) shall never constitute a general obligation, or a charge against the general credit or taxing powers of the
City within the meaning of any constitutional provision or statutory limitation. The maximum aggregate

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amount of the Project City Tax Payments the City is obligated to pay under the City Project Agreement and the
City Warrant is limited to and cannot exceed 10% (i.e., $210,146,674) of the assessed value of taxable
property within the City determined for State taxation as of the date of the City Project Agreement
(i.e., $2,101,466,740). The obligation of the City for the payment of any amounts under the City Project
Agreement and the City Warrant is payable solely from, and shall not exceed the amount of Project City Tax
Payments. The City shall never be obligated to pay any amounts under the City Project Agreement or the City
Warrant in excess of the Project City Tax Payments actually received by the City during the term of the City
Project Agreement or to pay any amounts in any month during the term of the City Project Agreement which
exceed the Project City Tax Payments actually received by the City during the preceding month.

Alabama statutes establish a procedure for judicial validation of bonds and other obligations of
governmental entities such as the City (the Validation Act). On August 26, 2013, the City filed a
proceeding pursuant to the Validation Act in the Circuit Court of Mobile County, Alabama (the Court) to
validate the legality and validity of the City Project Agreement and the warrant issued under the City Project
Agreement, the Citys issuance of such warrant and the application of the City Sales Tax in the amount of the
Project City Tax Payments to payment of such warrant. Following the conclusion of the required Court
proceedings set forth in the Validation Act, the Court entered an order on October 3, 2013 (the Final
Judgment) in which it validated and confirmed the City Project Agreement and such warrant, the Citys
issuance of such warrant and the application of the City Sales Tax in the amount of the Project City Tax
Payments to payment of such warrant. The period for filing an appeal of the Final Judgment has expired
without an appeal having been filed.

The Validation Act provides that the Final Judgment of the Court validating and confirming the
issuance of the warrant issued under the City Project Agreement shall be forever conclusive as to the
validity of such obligations against the unit issuing them [the City] and against all taxpayers and citizens
of each organizing subdivision, and the validity of such obligations or of the taxes, revenues or other
means provided for their payment and of any pledge, covenant or provision for the benefit of said
obligations, to the extent that the validity of any such pledge, covenant or provision shall have been
presented to the court and validated by its judgment, shall never be called in question in any court in
this state.

Project County Tax Payments and County Warrant

County Sales Tax. State law authorizes the governing body of the County to levy a sales and use tax
on retail sales in the County, referred to herein as the County Sales Tax. The County has levied and collected a
tax on gross receipts from sales of tangible personal property and places of amusement since January 1, 1989.
On October 1, 2005, the Mobile County Commission (the County Commission) adopted a resolution
amending several prior sales tax resolutions and authorizing the continued levy of the County Sales Tax (the
County Sales Tax Resolution), which County Sales Tax Resolution is still in force and effect. The County
Sales Tax generally parallels the statewide sales and use taxes levied by the State of Alabama and consists of
(i) a sales and use tax on persons engaged in the business of selling at retail in the County any tangible
personal property or in the business of conducting or operating places of amusement or entertainment in the
County, generally measured by the gross receipts or sales of such businesses, (ii) a tax on leasing personal
property and (iii) a tax on operators of hotels and motels. The excise or use tax complements the sales tax and
applies only where property placed in use was not purchased in a retail sale in which the sales tax was
collected.

The current County Sales Tax rate is one percent (1.00%) of the gross receipts or sales price. The
County Sales Tax Resolution incorporates by reference the definitions, exemptions, deductions and certain
other provisions of the statewide sales and use tax laws. Disregarding the Countys expenses in collecting the
County Sales Tax, for each dollar of revenue subject to the County Sales Tax received by the County from
each business within the Improvement District, the County pays the Improvement District, under the County

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Warrant (defined below), 0.3% in Project County Tax Payments in connection with the purchase and the
County retains 0.7%.

County Project Agreement. Prior to delivery of the Bonds, the Countys obligation to transfer the
Project County Tax Payments to the Company, as the Developers assignee, was evidenced by a single limited
obligation revenue warrant payable solely from, and secured by a pledge of, County Sales Taxes sufficient to
pay the Project County Tax Payments. Simultaneously with the delivery of the Bonds, the Company will
assign such warrant and the right to receive Project County Tax Payments to the Improvement District, as
evidenced by a County warrant issued to the Improvement District (the County Warrant), and the
Company will retain its right to receive Project County Tax Payments, if any, remaining after application of
the Project County Tax Payments under the Indenture pursuant to a participation agreement entered into by the
Improvement District and the Company. The County Warrant continues to be secured by a pledge of County
Sales Taxes sufficient to pay Project County Tax Payments.

Pursuant to the County Project Agreement, the County covenants to transfer the Project County Tax
Payments, as evidenced by the County Warrant, to the Improvement District. Pursuant to the County Paying
Agent Agreement/Direction of Payment, the County covenants to transfer Project County Tax Payments
directly to the Paying Agent for transfer to the Trustee and application as provided in the Indenture. See
Revenue Fund above.

The term of the County Project Agreement commenced when the first retail establishment within
McGowin Park opened for business (i.e., June 5, 2015) (the Commencement Date) and ends on the last day
of the month which is 20 years after the Commencement Date (i.e., June 30, 2035). The County covenants
under the County Project Agreement, for as long as the County Project Agreement and the County Warrant are
outstanding, that it will continue to levy and to provide for the assessment and levy of the privilege license and
excise taxes that comprise the County Sales Tax at rates not less than those necessary to pay the Project
County Tax Payments. The County further covenants in the County Project Agreement that is will not apply
any of the proceeds of the County Sales Tax which are allocable to or included in the Project County Tax
Payments to the payment of any expenses of operating the County other than the costs of collecting the Project
County Tax Payments as provided in the County Project Agreement.

The obligation of the County for the payment of the Project County Tax Payments under the County
Project Agreement (i) is a limited obligation of the County payable solely from the County Project Tax
Payments and (ii) shall never constitute a general obligation, or a charge against the general credit or taxing
powers of the County within the meaning of any constitutional provision or statutory limitation. The
maximum aggregate amount of the Project County Tax Payments the County is obligated to pay under the
County Project Agreement and the County Warrant is limited to and cannot exceed 1% (i.e., $50,086,033) of
the assessed value of taxable property within the County determined for State taxation as of the date of the
County Project Agreement (i.e., $5,008,603,300). The obligation of the County for the payment of any
amounts under the County Project Agreement and the County Warrant is payable solely from, and shall not
exceed the Project County Tax Payments. The County shall never be obligated to pay any amounts under the
County Project Agreement or the County Warrant in excess of the Project County Tax Payments actually
received by the County during the term of the County Project Agreement or to pay any amounts in any month
during the term of the County Project Agreement which exceed the Project County Tax Payments actually
received by the County during the preceding month.

On August 26, 2013, the County filed a proceeding pursuant to the Validation Act in the Circuit Court
of Mobile County, Alabama (the Court) to validate the legality and validity of the County Project
Agreement and the warrant issued under the County Project Agreement, the Countys issuance of such warrant
and the application of the County Sales Tax in the amount of the Project County Tax Payments to payment of
such warrant. Following the conclusion of the required Court proceedings set forth in the Validation Act, the
Court entered an order on October 3, 2013 (the Final Judgment) in which it validated and confirmed the

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County Project Agreement and such warrant, the Countys issuance of such warrant and the application of the
County Sales Tax in the amount of the Project County Tax Payments to payment of such warrant. The period
for filing an appeal of the Final Judgment has expired without an appeal having been filed.

The Validation Act provides that the Final Judgment of the Court validating and confirming the
issuance of the warrant issued under the County Project Agreement shall be forever conclusive as to the
validity of such obligations against the unit issuing them [the County] and against all taxpayers and
citizens of each organizing subdivision, and the validity of such obligations or of the taxes, revenues or
other means provided for their payment and of any pledge, covenant or provision for the benefit of said
obligations, to the extent that the validity of any such pledge, covenant or provision shall have been
presented to the court and validated by its judgment, shall never be called in question in any court in
this state.

[Remainder of page intentionally left blank]

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 HISTORIC COLLECTION OF SALES TAX REVENUES

The following chart shows historical information provided by the Issuer on Sales Tax Revenue
collections from taxable sales generated in McGowin Park. For additional information regarding the collection
and calculation of the Sales Tax Revenues, see SECURITY AND SOURCES OF PAYMENT OF THE
BONDS Sales Tax Revenues and IMPOSITION AND COLLECTION OF SALES TAX
REVENUES herein. See also the Revenue Study attached hereto as Appendix A.

Sales Tax Revenues

Sales Tax
Collection Revenues Project City Project County
Year Receipt2 Tax Payments1 Tax Payments1 Total3
2015 July $ 35,070 $ 3,187 $ 38,257
August 69,207 13,443 82,650
September 85,602 17,488 103,090
October 93,918 19,534 113,452
November 92,334 18,625 110,959
December 96,813 18,648 115,461

2016 January 105,993 22,921 128,914

February 154,688 45,350 200,038
March 185,935 30,041 215,976
April 142,523 13,192 155,715
May 155,214 29,936 185,150
June 138,939 28,921 167,860
July 149,921 36,303 186,224
August 166,019 48,320 214,339
September 150,257 31,578 181,835
October 146,922 32,673 179,595
Total $1,969,355 $410,160 $2,379,515

Source: The Developer.

1
Net of collection costs.
2
Reflects month in which the Improvement District received Sales Tax Revenues. Sales taxes are remitted by
retail entities to the City and the County, respectively. There is a lag between remittance of sales taxes by
retail entities to the City and the County and transfer by the City and County to the Improvement District.
The months shown are months that the Improvement District received the Sales Tax Revenues.
3
The Sales Tax Revenues from July 2015 through December 2016 (at the time of closing on the Bonds) were
paid to the Company as economic incentives associated with McGowin Park. See IMPOSITION AND
COLLECTION OF SALES TAX REVENUES Project City Tax Payments and City Warrant and
Project County Tax Payments and County Tax Warrant herein. Sales Tax Revenues received by
the Improvement District from January 1, 2017 and thereafter are pledged to payment of Debt Service on the
Bonds.

THE IMPROVEMENT DISTRICT

General

The Improvement District is an Alabama public corporation and an improvement district created in
accordance with the Enabling Law. The authorizing subdivision of the Improvement District is the City of
Mobile, Alabama. The Improvement District was incorporated on November 4, 2013 and encompasses
approximately 78.62 acres in the City. For a description of the development within the Improvement District,

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see MCGOWIN PARK herein. See Exhibit A in the Revenue Study for a map of the location and
boundaries of the Improvement District and its location within the City. The Improvement District was
created for the purpose of acquiring, constructing, operating and maintaining a portion of the public
infrastructure improvements, referred to herein as the Bond-Financed Facilities, within McGowin Park. See
MCGOWIN PARK Infrastructure Improvements herein and Appendix D ENGINEERS
REPORT attached hereto.

The Improvement District has a series of bonds outstanding that were issued to pay the costs of certain
infrastructure improvements within the Improvement District, in addition to the Bond-Financed Facilities, and
related to McGowin Park. That series of bonds is secured by special assessments on the real property within
the District and McGowin Park. The special assessments securing that series of bonds are not available to pay
Debt Service on the Bonds and the Sales Tax Revenues pledged to the payment of Debt Service on the Bonds
is not available to pay debt service on the Improvement Districts outstanding special assessment bonds.

Legal Powers and Authority

The Enabling Law provides for the establishment of independent improvement districts to manage and
finance basic infrastructure improvements throughout the State of Alabama. A district created pursuant to the
Enabling Law has the power to finance the acquisition, construction, operation and maintenance of public
infrastructure improvements within its boundaries. Among other things, the Enabling Law authorizes the
Improvement District to (1) acquire and construct improvements specified in the Enabling Law, including, but
not limited to, sanitary sewer systems, storm sewer systems, utilities, streets, bridges, curbs, gutters, off-street
parking, sidewalks, street lighting and public recreational facilities, (2) borrow money and issue bonds of the
Improvement District, and (3) exercise all other powers necessary, convenient and incidental or proper in
connection with any of the powers or duties of the Improvement District as provided in the Enabling Law.

Board of Directors

The Improvement Districts Articles of Incorporation provide that it will be governed by a Board of
Directors (the Board) comprised of three directors, all of whom are elected by the governing body of the City.
The directors and officers of the Improvement District (two of whom are employees of the Developer or one of
its affiliates) and their terms of office are as follows:

Name/Title Term Expires Employment

1
Geoff Smith, Director and Chair September 24, 2016 President The
Hutton Company
Ben Harper, Director and Vice Chair, September 24, 2021 General Counsel
Assistant Secretary and Assistant The Hutton
Treasurer Company
Josh Burmeister, Director and September 24, 2020 President Bur
Secretary and Treasurer Commercial
Craig Wrathell, Assistant Secretary Principal Wrathell
and Assistant Treasurer2 Hunt & Associates,
LLC
1
Although the term of Geoff Smith expired on September 24, 2016, under the Enabling Law,
Mr. Smith remains a member of the Board until the Mobile City Council appoints his successor.
2
Craig Wrathell, a Principal of Wrathell Hunt & Associates, LLC is not a member of the Board,
but serves as an assistant secretary and assistant treasurer.

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 THE DISTRICT MANAGER

The Enabling Law authorizes the board of directors of an improvement district to hire a district
manager as the chief administrative official of the district. The Enabling Law Act provides that such district
manager shall have charge and supervision of the works of the district and shall be responsible for
(i) preserving and maintaining any improvement or facility constructed or erected pursuant to the provisions of
the Enabling Law, (ii) maintaining and operating the equipment owned by the district, and (iii) performing
such other duties as may be prescribed by the board of directors.

The Improvement District has hired Wrathell Hunt & Associates, LLC, Boca Raton, Florida, to serve
as its manager (the District Manager). The District Manager will have charge and supervision of the works
of the Improvement District and will be responsible for preserving and maintaining any improvement or
facility constructed or erected by the Improvement District, for maintaining and operating the equipment
owned by the Improvement District, and for performing such other duties as may be prescribed by the Board of
the Improvement District. The office of the District Manager is located at 2300 Glades Road, Suite 410-W
Boca Raton, Florida 33431.

The District Manager specializes in the establishment, management, and development of public
infrastructure financing programs for improvement districts, community development districts, and special act
districts throughout the southeastern United States. The District Manager was established as a limited liability
company in 2005 and currently manages over 70 improvement districts, community development districts, and
special act districts throughout the southeastern United States. The District Managers partners and senior
associates have served in their professional experiences over 100 improvement districts, community
development districts, and special act districts throughout the southeastern United States and have developed
financing programs and administered in excess of $2 billion in bonds.

MCGOWIN PARK

Overview

McGowin Park is a retail development in the Improvement District, which is wholly located within
the City. The Developer has completed construction of approximately 523,000 square feet of the in-line gross
leasable space in the Shopping Center. Upon completion, McGowin Park is anticipated to consist of
approximately 650,000 square feet of commercial retail, restaurant and hotel space, including six outparcels
sized to suit various retail establishments with approximately 50,000 square feet of space and an approximately
75,000 square foot hotel. The outparcels are labeled outparcels 4, 6 and 8 and lots A, B and D in the site plan
included in the pages preceding the Table of Contents of this Official Statement. The Developer has prepared
the six outparcels and is actively marketing the outparcels to potential tenants or owners for construction of
retail entities or restaurants thereon. A developer unrelated to the Developer broke ground in October 2016 for
construction of a Hilton Home2 Suites hotel on one of the lots in the Shopping Center.

The Shopping Center opened in June 2015 and is anchored by a 148,000 square foot Costco
Wholesale store (Costco), the largest anchor in the Shopping Center. Additional retail anchors open and
operating in the Shopping Center include Dicks Sporting Goods, Best Buy, Ashley Furniture, Homegoods,
Old Navy, Ross, Hobby Lobby and Field & Stream. See SUMMARY OF OWNERSHIP AND LEASES
AT MCGOWIN PARK herein.

Costco is located on a 13.94 acre outparcel of the Shopping Center (the Costco Parcel) and opened
for business in June 2015. The Costco Parcel is wholly owned by a related entity, Costco Wholesale
Corporation and contains the Costco warehouse store, 667 parking spaces and a Costco gasoline fuel station.
Costco accounts for approximately 28% of the current built square footage in the Shopping Center and,
according to estimates in the Revenue Study, will account for approximately 40% of the taxable sales in the

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Shopping Center upon completion and full occupancy. See the Revenue Study attached hereto as Appendix A
and BOND OWNERS RISKS - Concentration of Sales Tax Revenues herein.

Infrastructure Improvements

The Developer financed and constructed the Bond-Financed Facilities portion of the Infrastructure
Improvements on behalf of the District. A portion of the proceeds of the Bonds will be used to purchase the
Bond-Financed Facilities from the Developer. The Developer will transfer certain of the Bond-Financed
Facilities to the District simultaneously with delivery of the Bonds or thereafter and the District expects that,
initially, the Developer will operate and maintain the Bond-Financed Facilities. Ownership of certain of the
Bond-Financed Facilities have been, or will be, transferred to other governmental entities, including the City,
the Alabama Department of Transportation and the Mobile Area Water and Sewer System. See the Engineers
Report attached hereto as Appendix D for a discussion of a full list of the Bond-Financed Facilities.

The Developer was responsible for constructing and financing the Infrastructure Improvements other
than the Bond-Financed Facilities. See Appendix D ENGINEERS REPORT attached hereto.

The Developer

The Developer is an Alabama limited liability company created for the purpose of purchasing and
developing McGowin Park. The Developer is an affiliate of Hutton. Hutton, headquartered in Chattanooga,
Tennessee, has significant experience developing and managing large shopping centers and retail
developments throughout the United States. The Developers partners and senior associates have developed,
or are currently developing, more than five million square feet of shopping center and retail space around the
country.

Possible Developer Sale of its Ownership Interest in McGowin Park

Other than the Costco Parcel, the Home2 Suites parcel, and the Jareds parcel, the Developer owns all
of the Shopping Center. The Developer is currently in discussions with an unrelated third-party regarding the
sale of all of the Developers ownership interest in McGowin Park. The Developer anticipates that the sale of
its ownership interest in the Shopping Center may close prior to the end of calendar year 2016.

Management of McGowin Park

The Improvement District entered into that certain Agreement for District Management Services with
the District Manager dated April 16, 2014 (the Management Agreement). Pursuant to the Management
Agreement, the District Manager is responsible for various management, recording, accounting, billing,
assessment and dissemination services for the Improvement District.

Environmental Assessment

Terracon Consultants, Inc., located in Birmingham, Alabama, performed a Phase I Environmental Site
Assessment (the Phase I) of the shopping center in April 2014. The Phase I assessment revealed no
evidence of historical or recognized environmental conditions or business environmental risks on the site.

[Remainder of page intentionally left blank]

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Competition

The Developer has identified the following as potential sources of competition for the retailers in
McGowin Park:

Shopping Center Total Property

Center Name Year Built Size (SF) Notable Tenants Occupancy
Gander Mountain, Ross, Hobby
Westwood Plaza 1984/88 262,463 Lobby, PetSmart, Office Max 89%

Pinebrook Shopping Whole Foods Market, Stein Mart,

1974/1990 192,802 PetSmart, Books-A-Million 86%
Center
The Fresh Market, T.J. Maxx, DSW,
McGregor Square 1991 191,698 77%
Office Depot
Jos. A. Bank, Talbots, White House
Legacy Village 2006 81,116 Black Market, Ann Taylor LOFT, 82%
J. Jill, Zoes Kitchen
Sams Club, Burlington Coat
Springdale 1960/2005 606,731 Factory, Marshalls, Michaels, 88%
Staples, Big Lots!, ULTA
1967/1990/1997/ Belk, Target, Dillards, JCPenney
Shoppes at Bel Air 1,341,000 N/A
2006/2016
Best Buy, Ross, Ashley Furniture,
Eastern Shore Plaza 2004 295,068 Michaels, PetSmart, World Market, 94%
Old Navy, Party City
Publix, Belk, Bed Bath & Beyond,
Eastern Shore Centre 2005 677,099 Premier Cinemas, Barnes & Noble, 88%
Dillards
The Fresh Market, Dicks Sporting
Goods, T.J. Maxx, Hobby Lobby,
Bed Bath & Beyond, Petco, ULTA,
Jubilee Square 1998/2002 360,304 100%
Pier I Imports, Office Depot,
Carmike Cinemas, The Home Depot
(Shadow)

SUMMARY OF OWNERSHIP AND LEASES AT MCGOWIN PARK

Ownership. As previously described under the section captioned MCGOWIN PARK General,
the 148,000 square-foot Costco is the largest anchor in McGowin Park. Costco is located on a 13.94 acre
outparcel of the Shopping Center (the Costco Parcel). A Costco related entity owns the Costco Parcel,
which contains the Costco warehouse store, 667 parking spaces and a Costco gasoline fuel station. Costco was
founded in 1983 and operates by bulk-buying limited selections of general merchandise, including, but not
limited to fresh and packaged foods, appliances, electronics, and clothing directly from producers and selling
such merchandise to Costco members at lower prices than they could obtain at non-membership stores. Today
Costco and its subsidiaries operate membership-only warehouse clubs in over 698 locations throughout the
world, including, the United States, Puerto Rico, Canada, Mexico, United Kingdom, Japan, Australia, Spain,
Taiwan and Korea.

Other than the Costco Parcel, the Developer does not own the Home2 Suites parcel and anticipates
that the Jarods parcel will be sold to an unrelated third party by the end of 2016.

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 Leases. The Developer has entered into various lease agreements relating to McGowin Park. The
following information was provided by the Developer and is, to the best of the Developers knowledge,
accurate. In the event that the Developer sells its ownership interest in the Shopping Center, all of the signed
leases will be assigned to the new owner entity. See MCGOWIN PARK Ownership of McGowin Park
herein. The lease summaries shown below are not intended to be complete summaries of all potentially
material terms of such documents. Each of the leases provides that the tenants shall pay a share of real estate
taxes and assessments levied against the Shopping Center and the leased premises pursuant to specific
formulas set forth in each lease (typically based on a ratio of the floor area of the leased premises versus the
floor area of the shopping center). The leases also require the tenants to maintain varying levels of public
liability and property damage insurance. Certain tenants under specific conditions (as such conditions are set
forth in the applicable lease) may assign their interests in their leases without the consent of the Developer.
Certain of the leases provide that the tenant may terminate the lease if (i) certain other specified tenants cease
operations or if less than a certain amount of gross square footage remains leased at the Shopping Center,
(ii) the Developer, or any subsequent landlord, leases space in the Shopping Center to certain direct
competitors of the tenant, or (iii) the Developer or any subsequent landlord, otherwise violates certain use
restrictions for the Shopping Center. The leases summarized below also contain a requirement that the tenant
open for business and be fully stocked, for at least one day within a certain period of the opening date specified
in the lease. The leases also contain provisions allowing the landlord to terminate the lease if the tenant ceases
to operate (go dark) for a certain period of time.

Approximate
Gross
Actual/Anticipated Approximate Square
Tenant Opening Date Term Footage Permitted Use
Retail sale of crafts items,
15 years with 3 home dcor and other
Hobby Lobby
August 21, 2015 five-year 55,000 products typically sold now
Stores, Inc.
renewal terms or in the future in a Hobby
Lobby store
Retail sale of outdoor
Dicks Sporting 10 years with 4 products and sporting
Goods d/b/a Field July 17, 2015 five-year 50,000 goods, including, without
& Stream renewal terms limitation boats, firearms
and ammunition
Retail sale of home and
office electronic devices,
10 years with 4
Best Buy Stores, appliances, and
January 21, 2016 five-year 45,721
L.P. entertainment products
renewal terms
typically sold now or in the
future in a Best Buy store
Retail sale of sporting
goods, outdoor products,
10 years with 4 apparel, footwear and other
Dicks Sporting
July 17, 2015 five-year 40,000 general merchandise
Goods, Inc.
renewal terms typically sold now or in the
future in a Dicks Sporting
Goods store
Retail sale of home
Turner Furniture
10 years with 2 furniture and other home
of Mobile LLC
August 15, 2015 five-year 30,000 goods typically sold now or
d/b/a Ashley
renewal terms in the future in an Ashley
Furniture
Furniture store

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 Approximate
Gross
Actual/Anticipated Approximate Square
Tenant Opening Date Term Footage Permitted Use
Retail sale of apparel,
10 years with 4 accessories, and other
Ross Dress For
March 4, 2016 five-year 25,000 products typically sold now
Less, Inc.
renewal terms or in the future in a Ross
Dress store
Retail sale of apparel,
housewares, accessories
10 years with 4
and other products typically
Homegoods, Inc. July 31, 2015 five-year 24,000
sold now or in the future at
renewal terms
any Homegoods, Marshalls
or T.J. Maxx store
Retail sale of mens,
womens and childrens
5 years with 2
shoes, accessories and
Old Navy, LLC April 1, 2016 five-year 13,000
apparel typically found now
renewal terms
or in the future in an Old
Navy store
Retail sale of pets
(including, but not limited
to fish, birds, reptiles and
small animals), pet
Petco Animal 10 years with 3
grooming, veterinary,
Supplies Stores, September 7, 2015 five-year 12,500
boarding, training, animal
Inc. renewal terms
adoptions, day care and
other pet services, pet food,
pet accessories, and other
pet related products
10 years with 2 Retail sale of general
Dollar Tree
September 3, 2015 five-year 10,000 merchandise including food
Stores, Inc.
renewal terms and beverage products
Retail sale of mens,
5 years with 2
Skechers U.S.A., womens and childrens
November 6, 2015 five-year 7,500
Inc. shoes, apparel and related
renewal terms
accessories
10 years with 2
Panda Palace Asian buffet-style
September 7, 2016 five-year 6,490
Group, LLC restaurant
renewal terms
Alabama
Alcoholic Retail sale of alcoholic
Beverage Control beverages by the Alabama
June 25, 2016 10 years 5,341
Board d/b/a Alcoholic Beverage Control
Alabama ABC Board
Store

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 Approximate
Gross
Actual/Anticipated Approximate Square
Tenant Opening Date Term Footage Permitted Use
Retail sale of gold, silver,
diamonds, colored
Sterling Inc. d/b/a
15 years with 3 gemstones and other fine
Jared, The
November 9, 2015 five-year 4,500 jewelry, timepieces, crystal,
Galleria of
renewal terms porcelain, and related items
Jewelry
typically sold now or in the
future in any Jared store
Counter-service restaurant
selling various types of
food, including salads,
pizza, pasta, grilled entre
Newco Dining, 10 years with 3 items, sandwiches, soups,
LLC d/b/a Newks November 16, 2015 five-year 4,500 deserts and soft drinks, and
Eatery renewal terms non-brand identified coffee
and tea, espresso, and
coffee and tea based drinks
for on-site and off-site
consumption
Retail sale of bedding
products, including
mattresses, waterbeds,
10 years with 2
Mattress Firm, futons, box springs,
August 12, 2015 five-year 4,000
Inc. foundations, bed frames,
renewal terms
headboards, pillows,
comforters, and other
related merchandise
Retail sale of apparel,
footwear, accessories, and
other related merchandise
10 years with 3 for infants, toddlers, and
Carters Retail,
September 24, 2015 five-year 3,969 children and, ancillary to
Inc.
renewal terms such use, such other related
merchandise typically sold
now or in the future in any
Carters store
Retail sale of mattresses,
box springs, bed frames,
Sleep Center of 5 years with 1 pillows, sheets, mattress
South Alabama, February 27, 2016 five-year 3,934 protectors, futons and futon
LLC renewal term related items, bedroom
furniture and bedroom
furniture related items

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 Approximate
Gross
Actual/Anticipated Approximate Square
Tenant Opening Date Term Footage Permitted Use
Sale and rental of personal
communication services
and products and other
wireless or mobile
telecommunication and
Powertel/ 10 years with 2 information services and
Memphis, Inc. January 15, 2016 five-year 2,850 products, including, but not
d/b/a T-Mobile renewal terms limited to,
telecommunication and
other voice, data, imaging,
internet, and information
services, and related
accessories
Retail sale of apparel,
footwear, accessories and
other related merchandise
Carters Retail, 10 years with 3 for infants, toddlers and
Inc. d/b/a Osh September 24, 2015 five-year 2,831 children and, ancillary to
Kosh BGosh renewal terms such use, such other related
merchandise typically sold
now or in the future in any
Carters store
Restaurant selling
barbecued meats, meat
plates offering a
combination of barbecued
meats, barbecued meat
sandwiches, home-style
Lockett Ventures
10 years with 2 side dishes, salads, stuffed
Mobile, LLC d/b/a
June 2, 2015 five-year 2,500 baked potatoes, items for a
Dickeys
renewal terms childrens menu,
Barbecue Pit
non-alcoholic beverages
and desserts for on-site
consumption and the sale of
family packs catered
meals for off-site
consumption
Fast-casual restaurant
Mobile FG4, LLC 10 years with 2
selling hamburgers and
d/b/a Five Guys November 16, 2015 five-year 2,500
French fries for on-site and
Burgers & Fries renewal terms
off-site consumption
Restaurant selling pizzas,
salads, sandwiches, subs,
Azzip Enterprises,
10 years with 3 paninis and assorted soft
LLC d/b/a Uncle
May 20, 2016 five-year 2,400 drinks for on-site and
Maddios Pizza
renewal terms off-site consumption and
Joint
beer, liquor, and wine for
on-site consumption only

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 Approximate
Gross
Actual/Anticipated Approximate Square
Tenant Opening Date Term Footage Permitted Use
Operation of a typical
10 years with 4 Starbucks coffee shop,
Starbucks
September 28, 2015 five-year 2,110 including drive-thru, for
Corporation
renewal terms on-site and off-site
consumption
Retail sale of products and
services involving wireless
communication, local and
long distance phone lines,
cable television, satellite,
Prime
5 years with 2 video entertainment,
Communications,
October 7, 2015 five-year 2,040 internet access, mobile
L.P. d/b/a an
renewal terms electronic devices, home
AT&T Store
and office automation and
security, and other related
products and services
available now or in the
future from AT&T
Operation of a full-service
10 years with 1
Luxury Nails Spa, nail salon offering
May 8, 2016 five-year 2,000
LLC manicures, pedicures,
renewal term
waxing and facials
Retail sale, lease,
installation, repair and
AKA Diversified
5 years with 2 activation of wireless
Holdings, Inc.
August 21, 2015 five-year 1,800 and/or wireline
d/b/a Verizon
renewal terms communication services,
Wireless
equipment and related
accessories
Restaurant selling dine-in
J.D. Chandler &
10 years with 2 and carry-out deli and sub
Associates, LLC
June 2, 2016 five-year 1,783 sandwiches, and any other
d/b/a Firehouse
renewal terms authorized Firehouse Sub
Subs
products
Retail sale of vitamins,
TN Mobile 5 years with 2
mineral supplements,
Central LLC d/b/a December 1, 2015 five-year 1,600
weight gain, diet and
Total Nutrition renewal terms
weight loss products
Operation of a full-service
5 years with 2
Jack Vinitskul, an body waxing and spray
consecutive
individual d/b/a September 1, 2015 1,440 tanning salon and the retail
five-year
LA Bikini sale of related skin care
renewal terms
products
Operation of a unisex,
5 years with 1
family orientated hair salon
Great Clips, Inc. April 23, 2016 five-year 1,229
and the retail sale of related
renewal term
products

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 Approximate
Gross
Actual/Anticipated Approximate Square
Tenant Opening Date Term Footage Permitted Use
Operation of a financial
services business,
including, but not limited to
4 years (term
tax preparation, electronic
H&R Block expires April
tax filing and refund
Eastern January 6, 2016 30, 2020) with 1,229
anticipation loans, and for
Enterprises, Inc. 1 five-year
selling such other products
renewal term
and services as are typically
offered now or in the future
in a H&R Block office
Operation of a Sport Clips
or Sport Clips Haircuts hair
salon, specializing in
Amjaco, Inc. d/b/a providing professional
5 years with 3
Sport Clips or haircutting and hair care
June 19, 2015 five-year 1,200
Sport Clips service and retail sale of
options
Haircuts related products (including
sale of sports-related items
such as hats, jerseys and
sports memorabilia)

BOND OWNERS RISKS

An investment in the Bonds is subject to a number of significant risk factors. The following is a
discussion of certain risks that could affect payments to be made with respect to the Bonds. Such discussion is
not, and is not intended to be, exhaustive and should be read in conjunction with all other parts of this Official
Statement and should not be considered as a complete description of all risks that could affect such payments.
Prospective purchasers of the Bonds should analyze carefully the information contained in this Official
Statement, including the appendices hereto, and additional information in the form of the complete documents
summarized herein, copies of which are available as described herein.

Each prospective investor is urged to consult with its own legal, tax, and financial advisors to
determine whether an investment in the Bonds is appropriate in light of its individual legal, tax and
financial situation.

General

The purchase of the Bonds involves certain investment risks which are discussed throughout this
Official Statement, and each prospective investor should make an independent evaluation of all information
presented in this Official Statement in order to make an informed investment decision. The Bonds should only
be purchased by investors who can bear the continuing risk of an investment in the Bonds until maturity or
prior redemption. Particular attention should be given to the factors described below which, among others,
could affect the ability of the Issuer to make the payment of debt service on the Bonds when due.

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Risk of Investment

The Bonds do not have a credit rating from any source, and are not suitable investments for all
investors. Each prospective purchaser is responsible for assessing the merits and risks of an investment in the
Bonds and must be able to bear the economic risk of such investment in the Bonds.

Special, Limited Obligations

The Bonds and the interest thereon are special, limited obligations of the Issuer payable (except to the
extent paid out of Bond proceeds or the income from the temporary investment thereof) solely out of the Sales
Tax Revenues and are secured by a transfer, pledge and assignment of and a grant of a security interest in the
Trust Estate to the Trustee and in favor of the Bondholders, as provided in the Indenture. The Bonds, the
interest thereon and any other payment obligations under the Indenture do not constitute or give rise to an
indebtedness or a pecuniary liability of, and do not constitute a charge against the general credit or taxing
powers of the State or any political subdivision thereof, the City or the County.

No recourse shall be had for the payment of the principal of, or premium, if any, or interest on, any of
the Bonds or for any claim based thereon or upon any obligation, provision, covenant or agreement contained
in the Bonds or any document to which the Issuer, the City, the County or the Developer is a party, against any
past, present or future elected official, director, trustee, member, manager, officer, official, employee or agent
of the Issuer, the City, the County or the Developer, as such, either directly or through such entities or any
successor to such entities, under any rule of law or equity, statute or constitution or by the enforcement of any
assessment or penalty or otherwise. See SECURITY AND SOURCES OF PAYMENT FOR THE
BONDS herein.

Limited Sources of Debt Service and Factors Affecting Sales Tax Revenues

The payment of the Bonds is solely dependent on the generation of sufficient Sales Tax Revenues to
make the payments necessary to pay principal of and interest on the Bonds. See SECURITY AND
SOURCES OF PAYMENT FOR THE BONDS herein and the Revenue Study attached as Appendix A
hereto.

Sales Tax Revenues are contingent upon and the amount generated will be affected by a variety of
factors, including the following: economic conditions affecting McGowin Park and the surrounding area;
continued operation of McGowin Park; competition from other competing businesses; rental rates and
occupancy rates in McGowin Park and the surrounding area; local unemployment, availability of
transportation, neighborhood changes, crime levels in the area, vandalism, and operating costs; and
interruption or termination of operation of retail businesses in McGowin Park as a result of fire, natural
disaster, strikes or similar events, among many other factors. As a result, it is not possible to predict with
certainty the amount of Sales Tax Revenues which will be available in any year to pay debt service on the
Bonds. The retail industry is highly competitive. Retail businesses other than McGowin Park, which are
currently existing or which are developed after the date of this Official Statement, will be competitive with
McGowin Park and could have an adverse impact on the available amount of Sales Tax Revenues generated
within the shopping center.

The City Project Agreement limits the amount of Project City Tax Payments that the City is obligated
to pay under the City Project Agreement to 10% (i.e., $210,146,674) of the assessed value of taxable property
within the City determined for State taxation as of the date of the City Project Agreement
(i.e., $2,101,466,740). The County Project Agreement limits the amount of Project County Tax Payments that
the County is obligated to pay under the County Project Agreement to 1% (i.e., $50,086,033) of the assessed
value of taxable property within the County determined for State taxation as of the date of the County Project
Agreement (i.e., $5,008,603,300). In the event that Sales Tax Revenues generated within McGowin Park

- 32 -
should ever exceed these limits on a cumulative combined bases (i.e., cumulative amount of Sales Tax
Revenues collected in the Shopping Center should ever exceed $260,232,707), Sales Tax Revenues would no
longer be available to pay debt service on the Bonds. See Appendix A REVENUE STUDY attached
hereto for Sales Tax Revenues projected to be generated in the Shopping Center during the term of the Bonds.

The Alabama Legislature approved the imposition by the County of the County Sales Tax in 1988.
Since then, challenges to the method the Alabama Legislature used to approve sales taxes similar to the County
Sales Tax have been made. On November 8, 2016, the voters in Alabama approved an amendment to the
Alabama Constitution of 1901 (Amendment 14), with 69% of the voters voting thereon voting in favor of
Amendment 14, that validates the method the Alabama Legislature used to approve the County Sales Tax. It is
not possible to predict whether a taxpayer will challenge the Countys imposition of the County Sales Tax,
even after passage of Amendment 14, but no lawsuits have been filed as of the date of this Official Statement
challenging the County Sales Tax. In addition, pursuant to State law, the State has 22 days to certify the
results of the November 8 election regarding Amendment 14. On November 29, 2016, the State certified the
results of the election approving Amendment 14. The City Sales Tax was approved in a manner that does not
present the issues addressed by Amendment 14.

Concentration of Sales Tax Revenues

The 148,000 square-foot Costco is the largest retailer currently located in McGowin Park. Costco
accounts for approximately 28% of the current built square footage in the Shopping Center. In the event that
sales at Costco do not generate the amount of Sales Tax Revenues projected, there may not be sufficient Sales
Tax Revenues to pay Debt Service on the Bonds. If Costco closed during the term of the Bonds and the
current owner of the Shopping Center could not replace Costco at the Shopping Center, it is likely that there
would not be sufficient Sales Tax Revenues generated at the Shopping Center to pay Debt Service on the
Bonds.

No Mortgage or Lien; No General Obligation

The Bonds are not secured by a mortgage or any other lien on McGowin Park, the Bond-Financed
Facilities or any other property within the boundaries of the Improvement District. Neither the Issuer nor the
Developer or any affiliate of such entities, or any employee, officer, member, agent, or representative of such
entities has pledged its credit or assets or has provided any guaranty, surety, or undertaking of any kind, moral
or otherwise, to pay the principal of, premium, if any, and interest on the Bonds.

The Issuer shall not have a general obligation for the payment of debt service on the Bonds or any
other amount due under the Indenture, such amounts to be payable only from the Sales Tax Revenues pledged
pursuant to the Indenture for the payment of the Bonds and neither the Trustee nor any Bondholder shall bring
or maintain any suit, action or other proceeding for judgment against the Issuer for any payment required to be
made under the Indenture, it being understood that the Trustee and the Bondholders will look, insofar as the
Issuer is concerned, solely to the Sales Tax Revenues pledged pursuant to the Indenture for the payment of the
Bonds and for the payment of all of the Issuers obligations under the Indenture and no other property or assets
of the Issuer shall be subject to levy, execution or other enforcement procedure for the satisfaction of the
Issuers obligations under the Indenture.

Financial Feasibility

The amount of Sales Tax Revenues generated in each year and the financial feasibility of McGowin
Park depends in part upon the continued operation and retention of retailers to achieve and then to maintain
substantial retail sales throughout the term of the Bonds. There is no guarantee that McGowin Park will be
fully occupied by retailers or that specific retailers will continue to occupy and remain open within McGowin
Park for the term of the Bonds. Retail sales at Costco will account for a significant percentage of the total

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Sales Tax Revenues generated within the Shopping Center. See Concentration of Sales Tax Revenues
above. Any covenants by retailers or others to open or operate within McGowin Park may not be enforceable
or may be dependent on other tenants who fail to open or remain open in the Shopping Center. Failure to the
Developer or a future owner of the Shopping Center to maintain adequate occupancy and rental levels or retail
space could have a negative impact on the amount of Sales Tax Revenues available to pay Debt Service on the
Bonds. See Appendix A REVENUE STUDY attached hereto.

Competition

McGowin Park faces competition for sales (which, in turn, generate Sales Tax Revenues) from other
shopping centers, strip centers, and freestanding retailers located in the greater Mobile metropolitan area. The
Developer has identified certain retailers as potential sources of competition for the retailers in McGowin Park.
See MCGOWIN PARK Competition herein. In addition, the City and/or the County may provide
economic incentives to other shopping centers or retail entities that may compete with McGowin Park, which
could result in a reduction of the amount of Sales Tax Revenues available to pay Debt Service on the Bonds.
Other centers in the market area may be possible competitors of McGowin Park and new competitors may be
developed. In addition, competition between retailers within McGowin Park could cause the failure of other
retailers within the Shopping Center. Such competition within and without McGowin Park could adversely
affect the ability of the Shopping Center to generate Sales Tax Revenues in each year in amounts sufficient to
pay principal of and interest on the Bonds on a timely basis or at all. See Appendix A REVENUE
STUDY attached hereto.

Damage or Destruction of the Retail Businesses

The partial or complete destruction of any retail business within McGowin Park as a result of fire,
natural disaster, including hurricanes or similar casualty event, or the temporary or permanent closing of one or
more retail businesses due to strikes or business failure, would adversely affect the amount of Sales Tax
Revenues generated within McGowin Park in the years affected. Due to the concentration of Sales Tax
Revenues projected to be generated by large taxpayers within McGowin Park, including Costco, the damage or
destruction of such retail businesses, even for a short amount of time, could have a substantial impact on the
amount of Sales Tax Revenues generated during the affected time period. See Concentration of Sales Tax
Revenues above.

Changes in Economic and Demographic Conditions

Sales tax revenues historically have been sensitive to changes in local, regional and national economic
conditions. For example, sales tax revenues have historically declined during economic recessions, when high
unemployment adversely affects consumption and the commercial retail market. Demographic changes in the
population of the market area for McGowin Park may adversely affect the level of sales tax revenues. A
decline in population could reduce the number and value of taxable transactions and thus reduce the amount of
Sales Tax Revenues. It is not possible to predict whether or to what extent any such changes in economic
conditions, demographic characteristics, population or commercial and industrial activity will occur, and what
impact any such changes would have on Sale Tax Revenues.

Revenue Study

The projected annual Sales Tax Revenues contained in the Revenue Study and included or reflected in
this Official Statement are based on various assumptions concerning facts and events over which the Issuer has
no control. The preparer of the Revenue Study has prepared revenue studies for other retail projects in which
projected revenues were higher than the revenues which were actually realized. No representation or
warranty is or can be made about the amount or timing of any future income, loss, occupancy, valuation,
increased assessment or revenues, or that actual results will be consistent with the Revenue Study or with

- 34 -
the Sales Tax Revenue projections contained therein. The information in the Revenue Study is based on
various assumptions, estimates and opinions. Certain assumptions in the Revenue Study were provided by the
Developer, including information on Sales Tax Revenue collection made available to the Developer by the
City and the County, which was not verified. See HISTORIC COLLECTION OF SALES TAX
REVENUES herein. There is no assurance that actual events will correspond with the projections or the
assumptions, estimates and opinions on which they are based. None of the Issuer, the Developer, or the
Underwriter make any representation or warranty (express or implied) as to the accuracy or completeness of
any financial, technical or statistical data or any estimates, projections, assumptions or expressions of opinion
set forth in the Revenue Study.

The Revenue Study contains forward-looking statements and involves certain assumptions and
judgments regarding future events. Although the Revenue Study is based on currently available information, it
is also based on assumptions about the future state of the national and regional economy and the local real
estate markets as well as assumptions about future actions by various parties, which cannot be assured or
guaranteed. The Revenue Study is not a prediction or assurance that a certain level of performance will be
achieved or that certain events will occur. The actual results will vary from the Revenue Study, and the
variations may be material. Prospective purchasers should read the Revenue Study carefully and form their
own opinions about the validity and reasonableness of such assumptions. See REVENUE STUDY herein
and Appendix A REVENUE STUDY attached hereto.

Legal Matters

Various state and federal laws, regulations and constitutional provisions apply to the obligations
created by the Bonds. There is no assurance that there will not be any change in, interpretation of, or addition
to such applicable laws, provisions and regulations which would have a material effect, either directly or
indirectly, on the Issuer or the taxing authority of the Issuer.

There can be no assurance that the State of Alabama will not pass legislation limiting the application
of the Sales Tax Revenues in the future. In that event, the effect of the legislation on the future Sales Tax
Revenues is unknown.

There can be no assurance that the Alabama state legislature will not enact legislation that will amend
the applicable state improvement district financing laws or other laws or the Constitution of the State of
Alabama resulting in a reduction of Sales Tax Revenues, and consequently, an adverse effect on the Sales Tax
Revenues otherwise available to pay the debt service on the Bonds.

Availability of Debt Service Reserve Fund

At the time of issuance of the Bonds, the Reserve Fund will be funded from proceeds of the Bonds in
the amount of the Reserve Fund Requirement for the Bonds. There can be no assurance that the amounts on
deposit in the Reserve Fund, if needed for payment of the Bonds, will be available in the full amount of the
Reserve Fund Requirement for the Bonds, because the market value of the securities in which such funds are
invested may have declined.

Tax-Exempt Status of the Bonds

It is expected that the Bonds will qualify as tax-exempt obligations for federal income tax purposes as
of the date of issuance. See TAX MATTERS. It is anticipated that Bond Counsel will render an opinion
substantially in the form attached hereto as Appendix D, which should be read in its entirety for a complete
understanding of the scope of the opinions and the conclusions expressed therein. A legal opinion expresses
the professional judgment of the attorney rendering the opinion as to the legal issues explicitly addressed
therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that

- 35 -
expression of professional judgment, of the transaction opined upon, or of the future performance of parties to
the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may
arise out of the transaction.

The tax status of the Bonds could be affected by post-issuance events. There are various requirements
of the Internal Revenue Code of 1986, as amended, that must be observed or satisfied after the issuance of the
Bonds in order for the Bonds to qualify for, and retain, tax-exempt status. These requirements include
appropriate use of the proceeds of the Bonds, use of the facilities financed by the Bonds, investment of bond
proceeds, and the rebate of so-called excess arbitrage earnings. Compliance with these requirements is the
responsibility of the Issuer.

The Internal Revenue Service conducts an audit program to examine compliance with the
requirements regarding tax-exempt status. Under current IRS procedures, in the initial stages of an audit with
respect to the Bonds, the Issuer would be treated as the taxpayer, and the owners of the Bonds may have
limited rights to participate in the audit process. The initiation of an audit with respect to the Bonds could
adversely affect the market value and liquidity of the Bonds, even though no final determination about the
tax-exempt status has been made. If an audit results in a final determination that the Bonds do not qualify as
tax-exempt obligations, such a determination could be retroactive in effect to the date of issuance of the Bonds.

In addition to post-issuance compliance, a change in law after the date of issuance of the Bonds could
affect the tax-exempt status of the Bonds or the effect of investing in the Bonds. For example, the United
States Congress could eliminate or limit the exemption for interest on the Bonds, or it could reduce or
eliminate the federal income tax, or it could adopt a so-called flat tax. It cannot be predicted whether or in
what form any such change in law may be enacted or whether, if enacted, any such change in law would apply
to the Bonds.

The Indenture does not require the Issuer to redeem the Bonds and does not provide for the payment
of any additional interest or penalty if a determination is made that the Bonds do not comply with the existing
requirements of the Internal Revenue Code of 1986, as amended, or if a subsequent change in law adversely
affects the tax-exempt status of the Bonds or the effect of investing in the Bonds.

Enforceability of Remedies

The remedies available to the Trustee, the Issuer and Bondholders upon an event of default under the
Indenture are in many respects dependent upon judicial actions that are often subject to discretion and delay.
Under existing constitutional and statutory law and judicial decisions, including specifically the United States
Bankruptcy Code, the remedies specified by the Indenture may not be readily available or may be limited. The
various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified as to the
enforceability of the various legal instruments by limitations imposed by principles of equity and by
bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the rights of creditors
generally. See Appendix B FORMS OF THE INDENTURE AND PAYING AGENT
AGREEMENTS/DIRECTIONS OF PAYMENT. The Bonds are not subject to acceleration upon the
occurrence of an Event of Default under the Indenture.

Bankruptcy of the Improvement District

The United States Bankruptcy Code permits municipal corporations, political subdivisions and public
agencies or instrumentalities, that are insolvent or unable to meet their debts to file petitions for relief in the
Federal bankruptcy courts, but only if state law in the state when the local governmental entity is located
allows the local entity to file for bankruptcy protection. Under current Alabama law, some governmental
entities have the power to file bankruptcy; however, under the current provisions, the Improvement District is
not afforded this protection. The Alabama legislature, however, could change the State law regarding

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bankruptcy during the term of the Bonds. If so, and if the Improvement District were to file for bankruptcy
protection, it is not possible to predict or determine how the Project City Tax Payments and the Project County
Tax Payments received by the Improvement District under the City Warrant and the County Warrant,
respectively, would be treated by a bankruptcy court and, therefore, whether such revenues would continue to
be available to pay Debt Service on the Bonds.

Lack of Rating and Market for the Bonds

The Bonds have not received a credit rating by any rating agency. The absence of a rating could
affect the ability of Bondholders to sell their Bonds or the price at which their Bonds can be sold. No
assurance can be given that a secondary market for the Bonds will develop following the completion of the
offering of the Bonds. The Bonds are not readily liquid, and no person should invest in the Bonds with funds
such person may need to convert readily into cash. Bondholders should be prepared to hold their Bonds to the
stated maturity date. The Underwriter will not be obligated to repurchase any of the Bonds, and no
representation is made concerning the existence of any secondary market for the Bonds. No assurance can be
given that any secondary market will develop following the completion of the offering of the Bonds and no
assurance can be given that the initial offering price for the Bonds will continue for any period of time.

Misallocation and Monitoring of Sales Tax Revenues

The payment of the Bonds from Sales Tax Revenues is dependent on the proper allocation by the State
and remittance to the Improvement District and deposit of the Sales Tax Revenues generated within McGowin
Park by the District and the proper reporting of Sales Tax Revenues by retail entities in McGowin Park. The
District Manager and the Issuer will monitor sales tax reporting and collections related to the retail entities
located in McGowin Park. Pursuant to the Continuing Disclosure Agreement, the Issuer has covenanted to
make available annual information regarding Sales Tax Revenues deposited in the Revenue Fund under the
Indenture. Due to the confidentiality of sales tax information under State law, the Issuer will not be permitted
to disclose the level of Sales Tax Revenues from individual retailers within McGowin Park. See Appendix C
FORM OF CONTINUING DISCLOSURE AGREEMENT.

However, during the term of the City Project Agreement and the County Project Agreement, the City
and the County have each entered into an Inspection and Confidentiality Agreement with the Improvement
District (collectively, the Inspection Agreements). Pursuant to the Inspection Agreements, the City and the
County, respectively, agree to permit employees, officers, directors and agents of the Improvement District, as
a State municipal governmental entity, to review otherwise confidential information on Sales Tax Revenue
collections in the records of the City and the County, respectively. As such, during the term of the Bonds, the
Improvement District may monitor City and County records regarding Sales Tax Revenue collections,
including collections by individual retail entities within the Improvement District. Even though the
Improvement District has the right to monitor City and County records regarding Sales Tax Revenue deposits
under the Inspection Agreements, the Improvement District may not have sufficient information to detect
misallocation or fraud at the State or local level with respect to collection and remittance of Sales Tax
Revenues.

Changes to State and Local Tax Rates

The Alabama legislature has the authority to amend the provisions of State law governing the sales
and use taxes imposed on retail entities within McGowin Park and the local sales and use taxes may be
amended or repealed by the County or the City. Changes to the tax base and exemptions could affect the
amount of Sales Tax Revenues available for payment of the Bonds. Any change in the current system of
collection and distribution of sales taxes in the State, including without limitation the reduction or elimination
of any such tax or judicial action concerning any such tax, would likely affect the amount of Sales Tax
Revenues generated in any year and could adversely affect the availability of Sales Tax Revenues in any year

- 37 -
in amounts sufficient to pay the principal of and interest on the Bonds. There can be no assurance that the
current system of collection and distribution of sales taxes will not be changed by any competent authority
having jurisdiction to do so, including without limitation the State, the City, the County, or the courts.

Forward-Looking Statements

Certain statements included in or incorporated by reference in this Official Statement that are not
purely historical are forward-looking statements within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as
amended, and Section 27A of the United States Securities Act of 1933, as amended, and reflect current
expectations, hopes, intentions or strategies regarding the future. Such statements may be identifiable by the
terminology used such as project, plan, expect, estimate, budget, intend, anticipate or other
similar words.

The achievement of certain results or other expectations contained in such forward-looking

statements involve known and unknown risks, uncertainties and other factors that may cause actual
results, performance or achievements described to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements, included in
such risks and uncertainties are (i) those relating to the possible invalidity of the underlying assumptions
and estimates, (ii) possible changes or developments in social, economic, business, industry, market,
legal and regulatory circumstances, and (iii) conditions and actions taken or omitted to be taken by
third parties, including customers, suppliers, users, business partners and competitors, and legislative,
judicial and other governmental authorities and officials. Assumptions related to the foregoing involve
judgments with respect to, among other things, future economic, competitive, and market conditions
and future business decisions, all of which are difficult or impossible to predict accurately. For these
reasons, there can be no assurance that the forward-looking statements included in this Official
Statement will prove to be accurate.

Undue reliance should not be placed on forward-looking statements. All forward-looking

statements included in this Official Statement are based on information available on the date hereof, and
the Issuer assumes no obligation to update any such forward-looking statements if or when events,
conditions or circumstances on which such statements are based occur or fail to occur, other than as
indicated under the caption CONTINUING DISCLOSURE.

In Summary

The foregoing statements regarding bond owners risks should not be considered as a complete
description of all risks to be considered in a decision to purchase the Bonds. Prospective purchasers of
the Bonds should analyze carefully the information contained in this Official Statement (including the
Appendices hereto) and additional information in the form of the complete documents summarized
herein, copies of which are available and may be obtained from the Underwriter.

REVENUE STUDY

The Revenue Study has been prepared by Peckham Guyton Albers & Viets, Inc. (PGAV). A copy
of the Revenue Study is attached hereto as Appendix A. The projected annual Sales Tax Revenues contained
in the Revenue Study and included or reflected in this Official Statement are based on various assumptions
concerning facts and events over which the Issuer has no control. The preparer of the Revenue Study has
prepared revenue studies for other retail projects in which projected revenues were higher than the revenues
which were actually realized. No representation or warranty is or can be made about the amount or timing
of any future income, loss, occupancy, valuation, increased assessment or revenues, or that actual results
will be consistent with the Revenue Study or with the Sales Tax Revenue projections contained therein. The

- 38 -
information in the Revenue Study is based on various assumptions, estimates and opinions. Certain
assumptions in the Revenue Study were provided by the Developer, including information available to the
Developer from PGAV, which was not verified. There is no assurance that actual events will correspond with
the projections or the assumptions, estimates and opinions on which they are based. The Issuer, the Developer,
and the Underwriter make no representation or warranty (express or implied) as to the accuracy or
completeness of any financial, technical or statistical data or any estimates, projections, assumptions or
expressions of opinion set forth in the Revenue Study.

The Revenue Study contains forward-looking statements and involves certain assumptions and
judgments regarding future events. See BOND OWNERS RISKS Forward-Looking Statements
herein. Although the Revenue Study is based on currently available information, it is also based on
assumptions about the future state of the national and regional economy and the local real estate markets as
well as assumptions about future actions by various parties, which cannot be assured or guaranteed. The
Revenue Study is not a prediction or assurance that a certain level of performance will be achieved or that
certain events will occur. The actual results will vary from the Revenue Study, and the variations may be
material. Prospective purchasers should read the Revenue Study carefully and form their own opinions about
the validity and reasonableness of such assumptions. See Appendix A REVENUE STUDY attached
hereto.

Appendix A must be read in its entirety to understand the assumptions upon which the forecasts
are based and the qualifications which have been made. There is no assurance that the forecasts will be
achieved. Actual future events will vary from the forecasts, and such variances may be material.

ENGINEERS REPORT

The District engaged the District Engineer to provide the Engineers Report regarding the
Infrastructure Improvements related to the development of McGowin Park. See Appendix D
ENGINEERS REPORT attached hereto.

DEBT SERVICE AND PROJECTED DEBT SERVICE COVERAGE OF THE BONDS

Introduction

The following discussion describes the assumptions (the Structuring Assumptions) used to
calculate the debt service coverage pursuant to the mandatory redemption provisions described under the
caption THE BONDS Redemption Provisions under the various scenarios described below. Potential
investors are cautioned that the information in this section of the Official Statement represents
forward-looking statements as described in BOND OWNERS RISKS Forward-Looking Statements
herein.

Structuring Assumptions

General. The Structuring Assumptions described under this heading were prepared by the
Underwriter and are believed to be reasonable. However, such assumptions inevitably will not materialize and
unanticipated events and circumstances may occur. The Structuring Assumptions are stated assumptions
regarding certain revenues and expenditures related to payment of the Bonds, but do not include all revenues
available and expenses payable under the Indenture. Therefore, actual results achieved will vary from the
results based on the Structuring Assumptions, and the variations may be material. If actual results are
materially different from those assumed, it will have a material effect on the projections set forth under this
caption.

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 Revenue Study. The Sales Tax Revenues described in the Revenue Study were based on the
projections for Sales Tax Revenues from the retailers currently open and operating in McGowin Park and
projections for certain retailers anticipated to open in the shopping center as set forth in the Revenue Study.
See REVENUE STUDY herein and Appendix A REVENUE STUDY attached hereto. The Sales Tax
Revenues shown in the Revenue Study are net of an assumed 1% collection fee by the City and the County.
Neither the Issuer nor the Underwriter make any representation or warranty (express or implied) as to the
accuracy or completeness of any financial, technical or statistical data or any estimates, projections, assumptions
or expressions of opinion set forth in the Revenue Study.

Scenario I. Assumes that Sales Tax Revenues will be received in accordance with the projected Sales
Tax Revenues set forth in Table 5 of the Revenue Study attached hereto as Appendix A.

Scenario II. Assumes that Sales Tax Revenues will be received in accordance with the projected
Sales Tax Revenues set forth in Table 5 of The Revenue Study generated from estimated taxable sales from
only operating retailers. Sales Tax Revenues from anticipated retail development are excluded. See the
Revenue Study attached hereto as Appendix A.

Scenario III. Assumes Sales Tax Revenues will be received equal to the amount of collections
received in the prior 12 months (November 2015 October 2016) with no growth going forward.

The table below shows the trailing 12-month Sales Tax Revenues as indicated in the month received
by the Trustee.

Receipt Sales Tax

Month Revenues*
Nov-15 110,959
Dec-15 115,461
Jan-16 128,914
Feb-16 200,038
Mar-16 215,976
Apr-16 155,715
May-16 185,150
Jun-16 167,860
Jul-16 186,224
Aug-16 214,339
Sep-16 181,835
Oct-16 179,595
Total 2,042,066

*Net of collection fee

Assumed Interest Earnings. The amounts on deposit in the Acquisition Fund and the Reserve Fund
are assumed to earn interest at the rate of 0%.

Lag. Certain lags between Sales Tax Revenues generated and actually received by the Trustee and
available to pay debt service on the Bonds have been assumed.

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Debt Service and Coverage Table

The following table was prepared by the Underwriter based on the Structuring Assumptions as
described above. The table shows stated debt service payments on the Bonds and projected debt service
coverage as a result of Sales Tax Revenues (based upon the Structuring Assumptions) applied pursuant to the
flow of funds under the Indenture.

[Remainder of page intentionally left blank]

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 Scenario I
Total
Sales Tax Debt Service on Debt Service
Date Revenues the Bonds Coverage
08/01/17 $ 1,527,487.00 $ 1,128,747.50 1.3532584x
02/01/18 1,334,266.00 856,137.50 1.5584716x
08/01/18 1,507,571.00 1,015,037.50 1.4852368x
02/01/19 1,448,450.00 855,637.50 1.6928314x
08/01/19 1,577,559.00 1,014,237.50 1.5554138x
02/01/20 1,515,694.00 854,537.50 1.7737010x
08/01/20 1,629,082.00 1,017,837.50 1.6005325x
02/01/21 1,565,196.00 857,737.50 1.8247960x
08/01/21 1,670,872.00 1,013,862.50 1.6480262x
02/01/22 1,605,348.00 855,862.50 1.8757078x
08/01/22 1,694,274.00 1,016,487.50 1.6667928x
02/01/23 1,627,832.00 857,862.50 1.8975442x
08/01/23 1,718,044.00 1,017,862.50 1.6878940x
02/01/24 1,650,670.00 853,612.50 1.9337463x
08/01/24 1,742,189.00 1,018,112.50 1.7111950x
02/01/25 1,673,868.00 853,237.50 1.9617844x
08/01/25 1,766,714.00 1,017,112.50 1.7369898x
02/01/26 1,697,431.00 856,612.50 1.9815623x
08/01/26 1,791,627.00 1,014,143.75 1.7666401x
02/01/27 1,721,367.00 857,212.50 2.0080983x
08/01/27 1,816,933.00 1,013,956.25 1.7919245x
02/01/28 1,745,681.00 856,237.50 2.0387813x
08/01/28 1,842,641.00 1,017,193.75 1.8114946x
02/01/29 1,770,380.00 853,556.25 2.0741222x
08/01/29 1,868,756.00 1,013,725.00 1.8434546x
02/01/30 1,795,471.00 854,300.00 2.1016868x
08/01/30 1,895,286.00 1,018,550.00 1.8607687x
02/01/31 1,820,961.00 858,075.00 2.1221467x
08/01/31 1,922,238.00 1,015,475.00 1.8929447x
02/01/32 1,846,856.00 858,062.50 2.1523560x
08/01/32 1,949,620.00 1,014,362.50 1.9220151x
02/01/33 1,873,164.00 855,850.00 2.1886592x
08/01/33 1,977,439.00 1,016,050.00 1.9462025x
02/01/34 1,899,892.00 856,300.00 2.2187224x
08/01/34 2,005,702.00 1,015,262.50 1.9755502x
02/01/35 1,927,047.00 854,275.00 2.2557689x
08/01/35 3,712,982.50* 822,000.00 4.5170103x
Total $66,136,590.50 $34,625,122.50

*
Total Sales Tax Revenues on 8/1/35 include moneys on deposit in the Reserve Fund for the Bonds.

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 Scenario II
Total
Sales Tax Debt Service Debt Service
Date Revenues on the Bonds Coverage
08/01/17 $ 1,527,487.00 $ 1,128,747.50 1.3532584x
02/01/18 1,292,474.00 856,137.50 1.5096570x
08/01/18 1,399,168.00 1,015,037.50 1.3784397x
02/01/19 1,344,298.00 855,637.50 1.5711069x
08/01/19 1,451,775.00 1,014,237.50 1.4313955x
02/01/20 1,394,843.00 854,537.50 1.6322783x
08/01/20 1,502,039.00 1,017,837.50 1.4757159x
02/01/21 1,443,136.00 857,737.50 1.6824914x
08/01/21 1,542,559.00 1,013,862.50 1.5214677x
02/01/22 1,482,067.00 855,862.50 1.7316648x
08/01/22 1,564,678.00 1,016,487.50 1.5392988x
02/01/23 1,503,318.00 857,862.50 1.7523997x
08/01/23 1,587,153.00 1,017,862.50 1.5593000x
02/01/24 1,524,911.00 853,612.50 1.7864207x
08/01/24 1,609,988.00 1,018,112.50 1.5813459x
02/01/25 1,546,851.00 853,237.50 1.8129196x
08/01/25 1,633,191.00 1,017,112.50 1.6057132x
02/01/26 1,569,145.00 856,612.50 1.8318026x
08/01/26 1,656,768.00 1,014,143.75 1.6336619x
02/01/27 1,591,797.00 857,212.50 1.8569456x
08/01/27 1,680,726.00 1,013,956.25 1.6575922x
02/01/28 1,614,816.00 856,237.50 1.8859440x
08/01/28 1,705,072.00 1,017,193.75 1.6762510x
02/01/29 1,638,206.00 853,556.25 1.9192713x
08/01/29 1,729,811.00 1,013,725.00 1.7063908x
02/01/30 1,661,976.00 854,300.00 1.9454243x
08/01/30 1,754,952.00 1,018,550.00 1.7229905x
02/01/31 1,686,130.00 858,075.00 1.9650147x
08/01/31 1,780,501.00 1,015,475.00 1.7533676x
02/01/32 1,710,677.00 858,062.50 1.9936508x
08/01/32 1,806,465.00 1,014,362.50 1.7808870x
02/01/33 1,735,624.00 855,850.00 2.0279535x
08/01/33 1,832,853.00 1,016,050.00 1.8039004x
02/01/34 1,760,976.00 856,300.00 2.0564942x
08/01/34 1,859,670.00 1,015,262.50 1.8317135x
02/01/35 1,786,742.00 854,275.00 2.0915302x
08/01/35 3,565,492.50* 822,000.00 4.3375821x
Total $61,478,335.50 $34,625,122.50

*
Total Sales Tax Revenues on 8/1/35 include moneys on deposit in the Reserve Fund for the Bonds.

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 Scenario III
Total
Sales Tax Debt Service Debt Service
Date Revenues on the Bonds Coverage
08/01/17 $ 1,239,877.00 $ 1,128,747.50 1.0984538x
02/01/18 931,103.00 856,137.50 1.0875625x
08/01/18 1,110,963.00 1,015,037.50 1.0945044x
02/01/19 931,103.00 855,637.50 1.0881980x
08/01/19 1,110,963.00 1,014,237.50 1.0953677x
02/01/20 931,103.00 854,537.50 1.0895988x
08/01/20 1,110,963.00 1,017,837.50 1.0914935x
02/01/21 931,103.00 857,737.50 1.0855337x
08/01/21 1,110,963.00 1,013,862.50 1.0957728x
02/01/22 931,103.00 855,862.50 1.0879119x
08/01/22 1,110,963.00 1,016,487.50 1.0929431x
02/01/23 931,103.00 857,862.50 1.0853756x
08/01/23 1,110,963.00 1,017,862.50 1.0914667x
02/01/24 931,103.00 853,612.50 1.0907795x
08/01/24 1,110,963.00 1,018,112.50 1.0911987x
02/01/25 931,103.00 853,237.50 1.0912589x
08/01/25 1,110,963.00 1,017,112.50 1.0922715x
02/01/26 931,103.00 856,612.50 1.0869594x
08/01/26 1,110,963.00 1,014,143.75 1.0954690x
02/01/27 931,103.00 857,212.50 1.0861986x
08/01/27 1,110,963.00 1,013,956.25 1.0956715x
02/01/28 931,103.00 856,237.50 1.0874354x
08/01/28 1,110,963.00 1,017,193.75 1.0921843x
02/01/29 931,103.00 853,556.25 1.0908514x
08/01/29 1,110,963.00 1,013,725.00 1.0959215x
02/01/30 931,103.00 854,300.00 1.0899017x
08/01/30 1,110,963.00 1,018,550.00 1.0907300x
02/01/31 931,103.00 858,075.00 1.0851068x
08/01/31 1,110,963.00 1,015,475.00 1.0940328x
02/01/32 931,103.00 858,062.50 1.0851226x
08/01/32 1,110,963.00 1,014,362.50 1.0952327x
02/01/33 931,103.00 855,850.00 1.0879278x
08/01/33 1,110,963.00 1,016,050.00 1.0934137x
02/01/34 931,103.00 856,300.00 1.0873561x
08/01/34 1,110,963.00 1,015,262.50 1.0942618x
02/01/35 931,103.00 854,275.00 1.0899336x
08/01/35 2,789,575.50* 822,000.00 3.3936442x
Total $39,675,677.50 $34,625,122.50

*
Total Sales Tax Revenues on 8/1/35 include moneys on deposit in the Reserve Fund for the Bonds.

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 CONTINUING DISCLOSURE

General

To assist the Underwriter with its obligations under Rule 15c2-12 (the Rule) of the Securities and
Exchange Commission and for the benefit of the beneficial owners of the Bonds, the Issuer, Wrathell Hunt &
Associates, LLC (the District Manager) and UMB Bank, National Association, as dissemination agent (the
Dissemination Agent), have agreed to provide certain financial information relating to collection of the
Sales Tax Revenues in McGowin Park on a semiannual basis, and to provide notice of the occurrence of
certain enumerated events, if material, to the Municipal Securities Rulemaking Board (MSRB), all as
provided in the Continuing Disclosure Agreement, dated as of December 1, 2016 (the Continuing Disclosure
Agreement), among the Issuer, the District Manager and the Dissemination Agent. Pursuant to the
Continuing Disclosure Agreement, the Dissemination Agent has agreed to disseminate the financial
information and operating information described above and notice of material events to the MSRB. The form
of the Continuing Disclosure Agreement is attached hereto as Appendix C FORM OF CONTINUING
DISCLOSURE AGREEMENT. A default under a Continuing Disclosure Agreement shall not be deemed
an Event of Default under the Indenture, and the sole remedy under the Continuing Disclosure Agreement in
the event of any failure of the Issuer, the District Manager or the Dissemination Agent to comply with a
Continuing Disclosure Agreement shall be an action to compel performance.

The Continuing Disclosure Agreement requires the Issuer to provide annually certain financial
information and operating data with respect to McGowin Park to the Municipal Securities Rulemaking Board
through its Electronic Municipal Market Access (EMMA) website. EMMA is an internet-based, online portal
for free investor access to municipal bond information, including offering documents, event notices, real-time
municipal securities trade prices and education resources, available at www.emma.msrb.org. Nothing
contained on EMMA relating to the Issuer or the Bonds is incorporated by reference in this Official Statement.

Compliance with Prior Continuing Disclosure Obligations

The Issuer has not issued previously issued obligations subject to the Rule and, therefore, has no prior
continuing disclosure obligations.

NO LITIGATION

The Issuer

At the time of delivery of and payment for the Bonds, the Issuer will certify that there is no action,
suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public
board or body, pending with respect to which the Issuer has been served with process or is otherwise aware, or,
to the knowledge of the officer of the Issuer executing such certificate, threatened against the Issuer affecting
the existence of the Issuer or the titles of its officers to their respective offices or seeking to restrain or to
enjoin the sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the
Indenture, or the collection or application of the taxes provided for the payment of the Bonds, or in any way
contesting or affecting the validity or enforceability of the Bonds, the Indenture, the Development Agreement,
the agreements entered into by the Issuer, or any action of the Issuer contemplated by any of said documents,
or the collection or application of any tax receipts provided for the payment of the Bonds, or in any way
contesting the completeness or accuracy of the Indenture, the Development Agreement, or any amendments or
supplements hereto, or contesting the powers of the Issuer contemplated by any of said documents.

- 45 -
The Developer

At the time of delivery of and payment for the Bonds, the Developer will certify that there is no
action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government
agency, public board or body, pending or threatened by or against the Developer: (i) in any way questioning
the due formation and valid existence of the Developer or (ii) in any way questioning or affecting the validity
of the Development Agreement or any other agreements entered into by the Developer or the consummation of
the transactions contemplated thereby.

CERTAIN LEGAL MATTERS

Certain legal matters incident to the authorization and issuance of the Bonds by the Issuer are subject
to the approval of Maynard, Cooper & Gale, P.C., Birmingham, Alabama, Bond Counsel, whose approving
opinion will be delivered with the Bonds. The opinion of Bond Counsel is expected to be delivered in
substantially the form included as Appendix D to this Official Statement. Bond Counsel has not reviewed or
participated in the preparation of this Official Statement except for the sections captioned
INTRODUCTORY STATEMENT, PLAN OF FINANCE, THE BONDS, SECURITY AND
SOURCES OF PAYMENT FOR THE BONDS, CERTAIN LEGAL MATTERS and TAX
MATTERS, and APPENDICES B, C and D, and such portions of the SUMMARY STATEMENT as
correspond with such sections. Certain legal matters will be passed upon for the Issuer by Maynard, Cooper &
Gale, P.C., Birmingham, Alabama, for the Developer by Polsinelli PC, Chattanooga, Tennessee, and for the
Underwriter by its counsel, Thompson Coburn LLP, St. Louis, Missouri.

The various legal opinions to be delivered concurrently with the delivery of the Bonds will be
qualified as to the enforceability of the various legal instruments by limitations imposed by the valid exercise
of the constitutional powers of the State of Alabama and the United States of America and bankruptcy,
reorganization, insolvency, or other similar laws affecting the rights of creditors generally, and by general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at
law). The various legal opinions to be delivered concurrently with the delivery of the Bonds express the
professional judgment of the attorneys rendering the opinions on the legal issues explicitly addressed therein.
By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of
professional judgment, of the transaction opined upon, or of the future performance of parties to such
transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise
out of the transaction.

TAX MATTERS

The following is a summary of the material federal and State of Alabama income tax consequences of
holding and disposing of the Bonds. This summary is based upon laws, regulations, rulings and judicial
decisions now in effect, all of which are subject to change (possibly on a retroactive basis). This summary
does not discuss all aspects of federal income taxation that may be relevant to investors in light of their
personal investment circumstances or describe the tax consequences to certain types of owners subject to
special treatment under the federal income tax laws (for example, dealers in securities or other persons who
do not hold the Bonds as a capital asset, tax-exempt organizations, individual retirement accounts and other
tax deferred accounts, and foreign taxpayers), and, except for the income tax laws of the State of Alabama,
does not discuss the consequences to an owner under any state, local or foreign tax laws. The summary does
not deal with the tax treatment of persons who purchase the Bonds in the secondary market. Prospective
investors are advised to consult their own tax advisors regarding federal, state, local and other tax
considerations of holding and disposing of the Bonds.

- 46 -
General

In the opinion of Bond Counsel, under existing law, interest on the Bonds will be excludable from
gross income for federal income tax purposes if the Issuer complies with all requirements of the Internal
Revenue Code of 1986, as amended (the Internal Revenue Code), that must be satisfied subsequent to the
issuance of the Bonds in order that interest thereon be and remain excludable from gross income. Failure to
comply with certain of such requirements could cause the interest on the Bonds to be included in gross income,
retroactive to the date of issuance of the Bonds. The Issuer has covenanted to comply with all such
requirements.

Bond Counsel is also of the opinion that, under existing law, interest on the Bonds will not be an item
of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations;
however, it should be noted that, with respect to corporations, such interest is taken into account in
determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on
such corporations.

Bond Counsel will express no opinion regarding federal tax consequences arising with regard to the
Bonds other than the opinions expressed in the two preceding paragraphs. The form of Bond Counsels
opinion is expected to be substantially as set forth in Appendix D to this Official Statement.

Prospective purchasers of the Bonds should be aware that ownership of the Bonds may result in
collateral and federal and state tax consequences to certain taxpayers, including, without limitation, financial
institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad
Retirement benefits, certain S corporations with excess net passive income, foreign corporations subject to a
branch profits tax and taxpayers who may be deemed to have incurred or continued indebtedness to purchase
or carry the Bonds. Bond Counsel will not express any opinion as to such collateral tax consequences.
Prospective purchasers of the Bonds should consult their tax advisors as to collateral tax consequences.

Bond Counsel is also of the opinion that, under existing law, interest on the Bonds will be exempt
from State of Alabama income taxation.

Original Issue Discount

In the opinion of Bond Counsel, under existing law, the original issue discount in the selling price of a
Bond, to the extent properly allocable to each owner of such Bond, is excludable from gross income for federal
income tax purposes with respect to such owner. The original issue discount is the excess of the stated
redemption price at maturity of such Bond over the initial offering price to the public, excluding underwriters
and other intermediaries, at which price a substantial amount of the Bonds of such maturity were sold.

Under Section 1288 of the Internal Revenue Code of 1986, as amended, original issue discount on
tax-exempt bonds accrues on a compound basis. The amount of original issue discount that accrues to an
owner of a Bond during any accrual period generally equals (i) the issue price of such Bond plus the amount of
original issue discount accrued in all prior accrual periods, multiplied by (ii) the yield to maturity of such Bond
(determined on the basis of compounding at the close of each accrual period and properly adjusted for the
length of the accrual period), less (iii) any interest payable on such Bond during such accrual period. The
amount of original issue discount so accrued in a particular accrual period will be considered to be received
ratably on each day of the accrual period, will be excludable from gross income for federal income tax
purposes, and will increase the owners tax basis in such Bond. Any gain realized by an owner from a sale,
exchange, payment or redemption of a Bond will be treated as gain from the sale or exchange of such Bond.

- 47 -
Premium

An amount equal to the excess of the purchase price of a Bond over its stated redemption price at
maturity constitutes premium on such Bond. A purchaser of a Bond must amortize any premium over such
Bonds term using constant yield principles, based on the purchasers yield to maturity. As premium is
amortized, the purchasers basis in such Bond is reduced by a corresponding amount, resulting in an increase
in the gain (or decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition
of such Bond prior to its maturity. Even though the purchasers basis is reduced, no federal income tax
deduction is allowed. Purchasers of any Bonds at a premium, whether at the time of initial issuance or
subsequent thereto, should consult with their own tax advisors with respect to the determination and treatment
of premium for federal income tax purposes and with respect to state and local tax consequences of owning
such Bonds.

NO RATING

The Issuer has not and does not contemplate making application to any rating agency for assignment
of a rating to the initial offering of the Bonds.

UNDERWRITING

The Bonds are being purchased by Stifel, Nicolaus & Company, Incorporated (the Underwriter)
pursuant to a Bond Purchase Agreement, by and between the Underwriter and the Issuer (the Bond Purchase
Agreement). Pursuant to the Bond Purchase Agreement, the Underwriter has agreed to purchase the Bonds
at a purchase price of $21,400,806.25 (the principal amount of the Bonds, plus net original issue premium of
$51,931.25, less an Underwriters discount of $496,125.00). The initial public offering price of the Bonds
may be changed from time to time by the Underwriter. The Bond Purchase Agreement provides that the
Underwriter will purchase all the Bonds if any are purchased, and that the obligation to make such purchase is
subject to certain terms and conditions set forth in the Bond Purchase Agreement, including, among others, the
approval of certain legal matters by counsel.

CERTAIN RELATIONSHIPS

Maynard, Cooper & Gale, P.C., Birmingham, Alabama, Bond Counsel, is also representing (i) the
Issuer in connection with the issuance of the Bonds and (ii) the Developer in connection with its negotiations
with the City and the County regarding the Project Agreement.

ADDITIONAL INFORMATION

The definitive forms of the Financing Documents and certain other documents and information as
described herein are available at the office of the District, c/o Wrathell Hunt & Associates, LLC, 2300 Glades
Rd., Suite 410-W, Boca Raton, Florida 33431; huntp@whhassociates.com and will be provided to any
prospective purchaser by requesting the same in writing by mail, email or fax, in electronic form at no charge
or otherwise upon payment by such prospective purchaser of the cost of complying with such request.

ECONOMIC AND DEMOGRAPHIC INFORMATION

General

The City is located in Mobile County, approximately 194 miles southwest of the geographical center
of Alabama. The City is located approximately 345 miles southwest of Huntsville, 247 miles southwest of
Birmingham, and 169 miles southwest of Montgomery.

- 48 -
 Mobile County covers approximately 1,644 square miles. The principal agricultural and forest
products of Mobile County include greenhouse, nursery and floriculture, commercial fishing and cotton.
Major manufactured products of Mobile County include ships, steel, stainless steel, aircraft, aerospace
components, chemicals and paper. Major mineral products of Mobile County include clay, construction sand
and gravel, cement and sulfur (natural gas).

Population

The following table sets forth population statistics for the State of Alabama, Mobile County and the
City of Mobile from 1980 to 2015.

1980 1990 2000 2010 2015*

State of Alabama 3,894,025 4,040,389 4,447,100 4,779,736 4,858,979

Mobile County 364,980 378,643 399,843 412,992 415,395
City of Mobile 200,452 196,278 198,915 195,111 194,288

Source: U.S. Census Bureau.

*
Estimate

Employment

The following table sets forth labor force estimates and employment rates for Mobile County on the
dates indicated:

July
2010 2011 2012 2013 2014 2015 2016*

Civilian Labor Force 192,730 193,851 188,494 186,412 185,324 183,097 184,277
Employment 170,943 172,971 171,189 170,526 170,957 170,286 171,979
Unemployment 21,787 20,880 17,305 15,886 14,367 12,811 12,298
Rate 11.3% 10.8% 9.2% 8.5% 7.8% 7.0% 6.7%

Source: U.S. Department of Labor, Bureau of Labor Statistics.

*
Estimate

The following table sets forth comparative unemployment rates for Mobile County, the State of
Alabama and the United States for the dates indicated:

July
2010 2011 2012 2013 2014 2015 2016*

Mobile County 11.3% 10.8% 9.2% 8.5% 7.8% 7.0% 6.7%

State of Alabama 10.5 9.6 8.0 7.2 6.8 6.1 5.8
United States 9.6 8.9 8.1 7.4 6.2 5.3 5.1

Source: U.S. Department of Labor, Bureau of Labor Statistics.

*
Estimate

Income Levels

There are two basic methods of measuring annual income: per capita income, which is the total
income of all families and individuals in a given area divided by the total population of the area, and median
family income above and below which there are an equal number of family incomes.

- 49 -
 The following tables present comparative information regarding income levels in the City of Mobile,
Mobile County, the State of Alabama, and the United States:

Per Capita Income

Year City of Mobile Mobile County State of Alabama United States

2014* $23,509 $23,009 $23,936 $28,555

2009 22,401 21,548 22,984 27,334
1999 18,072 17,178 18,189 21,587
1989 12,509 11,158 11,486 14,420

Sources: 1990, 2000 and 2010 U.S. Census of Population and Housing; 2014 American Community Survey.
*
Five-year Estimates (2010-2014)

Median Family Income

Year City of Mobile Mobile County State of Alabama United States

2014* $49,598 $53,289 $54,724 $65,443

2009 47,241 49,900 52,863 62,982
1999 39,752 40,378 41,657 50,046
1989 28,220 27,601 28,688 35,225

Sources: 1990, 2000 and 2010 U.S. Census of Population and Housing; 2014 American Community Survey.
*
Five-year Estimates (2010-2014)

Retail Sales

The following table shows retail sales in Mobile County and the State for the years indicated:

Total Retail Sales (000s omitted)

1997 2002 2007 2012

State of Alabama $36,623,327 $43,784,342 $57,344,851 $58,564,965

Mobile County 3,404,545 4,073,954 5,225,494 5,102,565

Source: 1997, 2002, 2007 and 2012 Economic Census, U.S. Census Bureau.

MISCELLANEOUS

The references herein to the Indenture and the other documents related to the transactions
contemplated therein are brief outlines of certain provisions thereof and do not purport to be complete. For full
and complete statements of the provisions thereof, reference is made to the Indenture and such other
documents.

The agreement of the Issuer with the owners of the Bonds is fully set forth in the Indenture, and
neither any advertisement of the Bonds, nor this Official Statement, is to be construed as constituting an
agreement with the purchasers of the Bonds. Statements made in this Official Statement involving estimates,
projections or matters of opinion, whether or not expressly so stated, are intended merely as such and not as
representations of fact.

- 50 -
 Information set forth in this Official Statement has been furnished or reviewed by certain officials of
the Issuer and other sources, as referred to herein, which are believed to be reliable. Any statements made in
this Official Statement involving matters of opinion, estimates or projections, whether or not so expressly
stated, are set forth as such and not as representations of fact, and no representation is made that any of the
estimates or projections will be realized. The descriptions contained in this Official Statement of the Bonds do
not purport to be complete and are qualified in their entirety by reference thereto.

[Remainder of page intentionally left blank]

- 51 -
 The execution, delivery and use of this Official Statement has been duly authorized by the Issuer.

THE IMPROVEMENT DISTRICT OF THE CITY OF

MOBILE MCGOWIN PARK PROJECT

By: /s/ Geoff Smith

Chair of the Board

6467698
 APPENDIX A

REVENUE STUDY
(THIS PAGE LEFT BLANK INTENTIONALLY)
 CERTIFICATE AND CONSENT OF PECKHAM GUYTON ALBERS & VIETS, INC.

THE IMPROVEMENT DISTRICT OF THE CITY OF MOBILE

MCGOWIN PARK PROJECT

$21,740,000*
SALES TAX REVENUE BONDS
SERIES 2016A

In connection with the offering and sale of the above-captioned Bonds there has been prepared a
Preliminary Official Statement dated November 9, 2016, setting forth information concerning the Bonds (the
Preliminary Official Statement). It is anticipated that an Official Statement setting forth information
concerning the Bonds will be prepared on or around November 22, 2016. The undersigned hereby certifies and
represents to Stifel, Nicolaus & Company, Incorporated (the Underwriter) that he is an authorized officer of
Peckham Guyton Albers & Viets, Inc. (PGAV) authorized to execute and deliver this certificate and further
certifies on behalf of PGAV as follows:

1. PGAV was engaged by The Improvement District of the City of Mobile to prepare a report in
connection with the issuance of the Bonds.

2. The information regarding the PGAV report in the Preliminary Official Statement (and the
same information to be contained in the Official Statement) under the captions INTRODUCTION Revenue
Study, BONDOWNERS RISKS Revenue Study, DEBT SERVICE AND PROJECTED DEBT
SERVICE COVERAGE OF THE BONDS and in APPENDIX A Revenue Study is accurate and
complete and does not include an untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading.

3. PGAV hereby consents to the references to the PGAV report in the Preliminary Official
Statement and in the Official Statement.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of this 9th day of
November, 2016.

PECKHAM GUYTON ALBERS & VIETS, INC.

By:
John W. Brancaglione
Vice President

*
Preliminary; subject to change.
(THIS PAGE LEFT BLANK INTENTIONALLY)
THE IMPROVEMENT DISTRICT OF THE CITY OF MOBILE-
MCGOWIN PARK PROJECT
SALES TAX REVENUE BONDS
SERIES 2016A
REVENUE ANALYSIS

November 9, 2016

ST. LOUIS, MISSOURI

Bond Revenue Study McGowin Park Improvement District

TABLE OF CONTENTS

SECTION/SUB-SECTION TITLE PAGE NUMBER

SECTION 1 INTRODUCTION

Project Description ............................................................................................................................................ 1

SECTION 2 ECONOMIC CHARACTERISTICS

National Economic Outlook ............................................................................................................................. 4

Local Market Overview ........................................................................................................................... 6

SECTION 3 REVENUE PROJECTIONS

Overview of Available Revenue Sources ......................................................................................................18

McGowin Park Shopping Center ...................................................................................................................19

SECTION 4 CONDITIONS AND ASSUMPTIONS

Conflicts of Interest .........................................................................................................................................24

Other Work for Issuer or Obligor ...................................................................................................................25
Development Project.......................................................................................................................................25
Failure to Pay...................................................................................................................................................25
Court Action ....................................................................................................................................................25
Competent Staff Support ................................................................................................................................25
Natural Disasters .............................................................................................................................................25
Economic and Market Stability ......................................................................................................................25

11/09/2016
Bond Revenue Study McGowin Park Improvement District

SECTION 1
INTRODUCTION

Peckham Guyton Albers & Viets, Inc. (PGAV) has been retained to develop an independent analysis
(this Report) of the statutory revenue generation from taxable sales within The Improvement District
of the City of Mobile McGowin Park Project (the Improvement District) and availability for the
repayment of the Improvement Districts Sales Tax Series Revenue Bonds (McGowin Park Project),
Series 2016A (the Bonds).

PGAV, headquartered in St. Louis, Missouri, is a nationally recognized firm with expertise in the
preparation of bond feasibility studies. PGAV has performed analyses of historic trends and projections
of real property taxes, sales taxes and taxes associated with various types of tax increment financing
redevelopment areas and other special taxing districts in support of bond financings. Recent locations
where PGAV has been involved with financial feasibility analyses include St. Louis, Missouri; Joplin,
Missouri; Manchester, Missouri; Arnold, Missouri; Columbus, Ohio; Chicago, Illinois; Memphis,
Tennessee; Omaha, Nebraska; Oklahoma City, Oklahoma; Naples, Florida; and Champaign County,
Illinois. PGAV has personnel who are members of the National Federation of Municipal Analysts
(NFMA). PGAV is a member of the Council of Development Finance Agencies (CDFA).

PROJECT DESCRIPTION
McGowin Park (or the Shopping Center) is a shopping center within the Improvement District, which
is wholly located in the City of Mobile, Alabama (the City) and the County of Mobile, Alabama (the
County). The City and County voted to provide McGowin Park, LLC (the Developer) with a sales tax
rebate on new sales generated within the Shopping Center. The District will receive 1.4 cents of the
Citys five-cent sales tax, and three-tenths percent of the Countys one-cent sales tax, each collected on
taxable sales within the Improvement District. The Improvement District is located on the heavily
trafficked Interstate 65, one exit north of Interstate 10.

The Developer has completed construction of approximately 523,000 square feet of the gross leasable
space in the shopping center. Upon completion, McGowin Park is anticipated to consist of
approximately 650,000 square feet of commercial retail, restaurant and hotel space, including six
outparcels sized to suit various retail establishments with approximately 50,000 square feet of space
and an approximately 75,000 square foot hotel. The outparcels are labeled outparcels 4, 6 and 8 and
lots A, B and D in the site plan included on the following page. The Developer has prepared the six
outparcels and is actively marketing the outparcels to potential tenants or owners for construction of
retail entities or restaurants thereon. A developer unrelated to the Developer broke ground in October
2016 for construction of a Hilton Home2 Suites hotel on one of the lots in the Shopping Center. The

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Bond Revenue Study McGowin Park Improvement District

centers anchor tenants are Costco, Best Buy, Field & Stream, Ashley Home Store, Ross, and Dicks
Sporting Goods. Other notable tenants include Old Navy, Petco, HomeGoods, Hobby Lobby, and
Home2 Suites by Hilton.

The purpose of this report is to present an analysis of the retail market for the Improvement District
and the retail tenants and to present estimates of future revenues eligible to be captured for the
repayment of the Bonds anticipated to be issued by the Improvement District.

Pictured below is a depiction of the site plan for McGowin Park.

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Bond Revenue Study McGowin Park Improvement District

Exhibit A Project Area, below, depicts the boundary of the Improvement District and the McGowin
Park shopping center contained within. The Improvement District excludes the Steak n Shake, Regal
Cinemas, McAllisters, and Raceway shown on the site plan on the preceding page.

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Bond Revenue Study McGowin Park Improvement District

SECTION 2
ECONOMIC CHARACTERISTICS

NATIONAL ECONOMIC OUTLOOK

The Bureau of Economic Analysis September 29, 2016 estimate of Gross Domestic Product (GDP)
stated that, in the second quarter of 2016, real GDP increased 1.1% compared to the same quarter in
the prior year. In the first quarter, real GDP increased 0.8 percent.1 The increase in real GDP in the
second quarter primarily reflected positive contributions from personal consumption expenditures
(PCE) and exports that were partly offset by negative contributions from private inventory investment,
residential fixed investment, state and local government spending and nonresidential fixed investment.
Imports, which are a subtraction in the calculation of GDP, increased. The acceleration in real GDP in
the second quarter primarily reflected an acceleration in PCE, a smaller decrease in nonresidential fixed
investment, an upturn in exports, and a smaller decrease in federal government spending. These were
partly offset by a larger decrease in private inventory investment and downturns in state and local
government spending, in residential fixed investment, and in imports. A survey of forecasters by the
Federal Reserve Bank of Philadelphia estimates continued growth in GDP through 2016. The forecasters
predict real GDP will increase 2.6% in 2016 and 2.5% in 2017.1

Figure 1, on the following page, shows monthly nationwide retail sales (seasonally adjusted and
excluding vehicles and parts dealers sales). The source information for this figure is the U.S.
Department of Commerce and the Census Bureaus monthly Advance Monthly Sales for Retail and
Food Services release.2

1
Bureau of Economic Analysis, National Income and Product Accounts Gross Domestic Product;
http://www.bea.gov/newsreleases/national/gdp/gdpnewsrelease.htm
1
Federal Reserve Bank of Philadelphia: Survey of Professional Forecasters
2
US. Bureau of the Census, Retail Sales and Food Services Excluding Motor Vehicles and Parts Dealers [RSFSXMV], retrieved from FRED,
Federal Reserve Bank of St. Louis https://research.stlouisfed.org/fred2/series/RSFSXMV/, September 28, 2016.

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Bond Revenue Study McGowin Park Improvement District

Figure 1

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LOCAL MARKET OVERVIEW

The District is located in Mobile, Alabama, a city with an approximate population of 195,000, located in
the southwestern corner of Alabama. It is the third largest city in the state and is conveniently situated
on Mobile Bay and the central Gulf Coast. The Mobile Metropolitan Statistical Area (the MSA)
comprises approximately 420,000 people. The MSA is Mobile County, Alabama. Mobile is the largest
metropolitan area along the Gulf of Mexico between New Orleans and Tampa. With the announcement
of several large developments, the city of Mobile has been brought forth upon the national stage. Since
2008, announcements have included more than 7,599 primary full-time jobs, with average wages of
over $53,500 annually; and $2 billion in capital investment.

Figure 2

Figure 2, above, shows the increase in resident population in the MSA. Since 2010, the MSA has added
approximately 2,000 residents.

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Bond Revenue Study McGowin Park Improvement District

Figure 3

Figure 3, above, shows all non-farm employees in the MSA for the preceding five-year period. Total
employment has increased from approximately 174,000 persons in January 2012 to more than 178,000
persons in August 2016.

Figure 4

Figure 4, above, shows the unemployment rate for the MSA, which has improved significantly over the
past five years from 9.8% in November 2011 to approximately 6% as of August 2016. The
unemployment rate in the MSA continues to be higher than the national unemployment rate, which
was 4.9% on August 1, 2016.

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Figure 5

Figure 5, above, shows the trend in average hourly earnings for all employees nationwide and in the
Mobile MSA. The average hourly wage in the Mobile MSA remains effectively unchanged since late
2012 and early 2013.

Despite the wage stagnation evident in Figure 5, and the low population growth, taxable retail sales in
the MSA have grown steadily over the preceding five years. According to the Alabama Department of
Revenue, sales tax collections have grown 2.5% on an average annual basis over the past five years.

The primary driver for this is the tourism economy in Mobile. In 2015, 3,050,633 people visited the
MSA. Tourists generated approximately $1 billion in spending on lodging, entertainment and
recreational activities in the Mobile MSA in 2015.

The success of McGowin Park will depend on spending on the part of residents of the area and visitors
coming to the area for vacation.

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Exhibit B Location, below, shows McGowin Parks location in the region.

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Exhibit C Median Household Income, below, shows the Improvement Districts location and
median household income by census tract.

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Exhibit D Per Capita Income, below, shows the Improvement Districts location and per capita
income by census tract.

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Exhibit E Population Density, below, shows population density per census tract in the area
surrounding the Improvement District.

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Retail Trade Area

The Primary Retail Trade Area (or Trade Area), from which the majority of shoppers for the
Improvement Districts retailers and new restaurants are attracted, are shown in Exhibit F Trade
Area Retail Competition on the following page. For the purposes of this analysis, the Primary Trade
Area has been defined as that area within a 5 mile radius of the McGowin Park Shopping Center. The
Trade Area has been determined in light of the typical trade area for a Costco location.

Within the Primary Trade Area are Legacy Village (containing Loft, J. Jill); Springdale Mall (containing
Ulta, Michaels, Burlington, Sams Club, Marshalls, Staples, and Big Lots); Shoppes at Bel Air (with
anchor stores Target, Dillards, and JCPenney); Festival Centre (containing Bed, Bath and Beyond, HH
Gregg); and Pinebrook Shopping Center (tenants include Whole Foods, Stein Mart, and Petsmart).

Outside of the Primary Trade Area are two shopping centers: Westwood Plaza and Schillinger Towne
Center. Westwood Plazas retail tenants include Hobby Lobby, OfficeMax, Ross, PetSmart, Gander
Mountain, Kirklands (a home dcor store) and Mattress Firm. Schillinger Towne Center is anchored by
Walmart and Burkes Outlet Store. Nearby area retailers include Super Target, Kohls, Hobby Lobby,
Lowes, and Home Depot.

Costco competes with virtually all of the retailers within the Trade Area. As a retailer of a full-line of
retail goods (e.g., groceries, clothing, furniture, household goods, appliances, decorations,
pharmaceuticals, cars, tires, hardware, and toys), Costco competes with many retailers that cover a
single retail segment. However, Costco stands apart as a wholesale club, offering discounts to members
and rotating its stock on a regular basis. For this reason, it is the opinion of the authors of this study
that the McGowin Park Costco, and, by extension, McGowin Park, will draw consumers primarily from
within a five-mile radius of the shopping center as consumers may by-pass other big-box retailers or
single-segment retailers to shop at Costco.

The fact that Best Buy relocated from Springdale Mall to McGowin Park indicates that local retailers
recognize the locational advantages of McGowin Park and its location near the intersection of I-65 and
Highway 90.

Retail Pull Factor

As noted earlier in this report (on page 7), tourism is a significant driver of the Mobile economy. In
2015 more than 3 million people visited the Mobile area. The City of Mobile has a population of
approximately 196,000 persons (2016 estimate), and has the retail assets of a city nearly double its size.
Retail spending within the City exceeds per capita retail demand by a factor of 1.73, which indicates that
retail spending exceeds, by 73%, the amount that would reasonably be expected to be supported by

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Bond Revenue Study McGowin Park Improvement District

resident demand. This City of 196,000 supports the retail assets of a city of nearly 340,000 spending an
estimated $9,100 annually per capita on retail goods and services.3

Similarly, the retail spending within the Trade Area exceeds resident retail demand by a factor of 1.54,
which indicates that retail spending exceeds resident demand by 54%. The Trade Area has a population
of approximately 158,000 (2016 estimate) and supports retail spending by nearly 245,000 consumers
spending an estimated $9,413 annually per capita on retail goods and services.

A review of retail demand and sales activity indicates that, at several geographic levels, retail sales are
higher than nascent demand of the local population, which indicates that the City has significant retail
gravitational pull attracting shoppers from outside its borders. Much of this retail activity is located
along the I-65 corridor. McGowin Park, anchored by Costco, will capitalize on this retail agglomeration
and capture consumers who travel into Mobile from elsewhere.

3
Source: Esri, Infogroup, PGAV Planners

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Bond Revenue Study McGowin Park Improvement District

Exhibit F Trade Area Retail Competition, below, shows competing retail shopping centers within a
5 mile radius of McGowin Park as well as two centers outside of the trade area.

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Exhibit G Retail Sales, below, shows retail sales within 5 miles of McGowin Park.

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Exhibit H Retail Sales Density, below, shows retail sales within the 5 mile Trade Area.

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Bond Revenue Study McGowin Park Improvement District

SECTION 3
REVENUE PROJECTIONS

OVERVIEW OF AVAILABLE REVENUE SOURCES

The sales tax revenues (the Sales Tax Revenues) available to pay debt service on the Bonds consist of:

1. Project City Tax Payments. Pursuant to a Project Development Agreement dated as of July 23,
2013 (the City Project Agreement) between the City and the Developer, the City covenants to
pay to the Improvement District, as the Developers assignee of the City Warrant, in exchange for
the Developers construction and development of McGowin Park, Project City Tax Payments in
an amount equal to $0.014 of each dollar of revenue subject to City Sales Tax (i.e., a sales and
use tax collected on taxable retail sales within the City pursuant to Article II of Chapter 24 of the
Citys Municipal Code) from each business entity within the Improvement District on a monthly
basis, net of the costs of the City to collect the City Sales Tax within the Improvement District
and taking into account any City-wide sales tax holidays that may have occurred during such
monthly period. The City covenants under the City Project Agreement, for as long as the City
Project Agreement and the City Warrant is outstanding, that it will continue to levy and to
provide for the assessment and levy of the sales and use taxes that comprise the City Sales Tax at
rates not less than those necessary to pay the Project City Tax Payments. The termination date
of the City Project Agreement is June 30, 2035 and the City Warrant matures on June 30, 2035.
2. Project County Tax Payments. Pursuant to a Project Development Agreement dated as of July
23, 2013 (the County Project Agreement) between the County and the Developer, the County
covenants to pay to the Improvement District, as assignee of the Developer, in exchange for the
Developers construction and development of McGowin Park, Project County Tax Payments in
an amount equal to $0.003 of each dollar of revenue subject to County Sales Tax (i.e., a sales
and use tax collected on taxable retail sales within the County) from each business entity within
the Improvement District on a monthly basis, net of the costs of the County to collect the County
Sales Tax within the Improvement District and taking into account any County-wide sales tax
holidays that may have occurred during such monthly period. The County covenants under the
County Project Agreement, for as long as the County Project Agreement and the County Warrant
are outstanding, that it will continue to levy and to provide for the assessment and levy of the
sales and use taxes that comprise the County Sales Tax at rates not less than those necessary to
pay the Project County Tax Payments. The termination date of the County Project Agreement is
June 30, 2035 and the County Warrant matures on June 30, 2035.

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Bond Revenue Study McGowin Park Improvement District

MCGOWIN PARK SHOPPING CENTER

The basis of Sales Tax Revenue generation for the payment of debt service on the Bonds is the group of
retailers and the planned new restaurants at McGowin Park Shopping Center, which lies wholly within
the Improvement District. Forward-looking sales tax estimates in this Report are based on historical
sales tax collection information associated with retailers currently operating within the District and, for
anticipated additional retailers and restaurants, on sales performance associated with comparable
retailers and restaurants in the region.

Once complete, McGowin Park will comprise 650,000 square-feet of gross commercial retail, restaurant
and hotel floor area located in Mobile, Alabama, United States, directy across from the WALA-
TV studios and located at Interstate 65 and U.S. Route 90. Opened in June 2015, McGowin Park is
anchored by Costco, Ashley Furniture, Best Buy (which moved from Springdale Mall in March
2016), Dick's Sporting Goods, HomeGoods, Hobby Lobby, Old Navy (which also moved from Springdale
in March 2016), Petco, and Ross. The Center is approximately 98.5% leased based on currently built
space.

The major tenants at McGowin Park currently include:

1. Costco 7. HomeGoods
2. Best Buy 8. Hobby Lobby
3. Field & Stream 9. Old Navy
4. Ashley HomeStore 10. Petco
5. Ross Dress For Less 11. Jareds
6. Dicks Sporting Goods 12. Dollar Tree

These tenants account for approximately 457,721 square feet of the 522,967 built square footage at
McGowin Park, or approximately 87% of the entire Shopping Center which is currently built, and
approximately 70% of the entire Shopping Center once all 650,000 square feet are constructed. Costco,
alone, accounts for 28% of the currently built square footage at McGowin Park, and, according to our
estimates, will generate approximately 43% of the total taxable sales volume at McGowin Park based on
sales volume generated by currently open and operating retailers; or 40% of all sales volume including
sales volume generated by anticipated additional retail development.

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Bond Revenue Study McGowin Park Improvement District

Costco
Table 1 Average Annual Sales per Costco Warehouse (Sales in Millions) (First Year Annualized), below,
shows information taken from Costcos Fiscal Year 2015 Annual Report that, when read left to right,
indicates that as the average new Costco warehouse matures and is absorbed into its market over
several years, its sales increase substantially on an annual basis.

Table 1
Year Warehouses Average Annual Sales per Costco Warehouse (Sales in Millions) (1st year sales annualized)
2015 23 $ 83
2014 30 $ 108 $ 108
2013 26 $ 99 $ 109 $ 113
2012 15 $ 105 $ 115 $ 124 $ 128
2011 21 $ 103 $ 120 $ 130 $ 136 $ 139
2010 13 $ 94 $ 106 $ 122 $ 135 $ 144 $ 148
2009 20 $ 100 $ 107 $ 130 $ 146 $ 155 $ 157 $ 158
2008 26 $ 86 $ 83 $ 99 $ 116 $ 128 $ 136 $ 144 $ 146
2007 31 $ 76 $ 88 $ 92 $ 103 $ 116 $ 127 $ 136 $ 143 $ 144
2006 & Prior 481 $ 127 $ 133 $ 143 $ 138 $ 146 $ 153 $ 162 $ 171 $ 177 $ 177
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Table 2 - Average Annual Percent Change in Average Sales Per Costco Warehouse (1st year sales
annualized), below, represents the annual percent changes in the sales figures shown above.4

Table 2
Opened Warehouses Average Annual Percent Change in Average Sales Per Costco Warehouse (1st year sales annualized)
2015 23
2014 30 0%
2013 26 10% 4%
2012 15 10% 8% 3%
2011 21 17% 8% 5% 2%
2010 13 13% 15% 11% 7% 3%
2009 20 7% 21% 12% 6% 1% 1%
2008 26 -3% 19% 17% 10% 6% 6% 1%
2007 31 16% 5% 12% 13% 9% 7% 5% 1%
2006 & Prior 481 5% 8% -3% 6% 5% 6% 6% 4% 0%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

An average Costco location experiences an increase in sales volume of 9% in its second year, 11% in its
third years, 8% in its fourth year, 7% in its fifth year, 5% in its sixth year and 4% in its seventh year.5
PGAV assumes that Costco sales will grow 11% in 2017 over 2016, 8% in 2018, 7% in 2019, and 5% in
2020. After this stores first five full years, Costco sales are projected to increase at an annual rate of
two percent (2%).

4
Source: Costco FY 2015 Annual Report.
5
Ibid.

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 Bond Revenue Study McGowin Park Improvement District

Approximately 20% of Costco members are business members who purchase products for resale at their
own retail business. Approximately 16% of Costco sales are sales of gasoline and pharmaceuticals. In
this analysis, we have reduced our gross total Costco sales estimate by 20% to account for sales to
wholesale members and 16% to reflect non-taxable gasoline and pharmaceutical sales.6 Our Costco
sales estimate is an estimate of taxable sales volume, net of sales to resellers, gasoline, and
pharmaceutical sales.

Table 3, below, shows estimates of taxable sales generated by retail businesses currently open and
operating within the Improvement District. Stabilization for most retailers is anticipated to occur in
that retailers first full calendar year of operations. Stabilization for Costco is anticipated to occur in
2021. This analysis assumes sales volume will increase at an average annual rate of one percent (1%)
after stabilization for all retailers other than Costco.

Table 3
McGowin Park Improvement District Taxable Sales Estimates - Operating Retailers
Mobile, Alabama
Stabilized
Sales per
Tenants Sq.Ft. Opening Date Taxable Sales 2016 2017 2018 2019 2020 2021
Square Foot
Volume
Dickey's BBQ Pit 2,500 June 2, 2015 $ 240 $ 600,000 $ 600,000 $ 606,000 $ 612,060 $ 618,181 $ 624,362 $ 630,606
Costco 148,000 June 4, 2015 $ 527 $ 77,983,797 $ 53,120,000 $ 58,963,200 $ 64,269,888 $ 69,411,479 $ 74,270,283 $ 77,983,797
Sport Clips 1,200 June 19, 2015 n/a n/a
Field & Stream 50,000 July 17, 2015 $ 175 $ 8,750,000 $ 8,750,000 $ 8,837,500 $ 8,925,875 $ 9,015,134 $ 9,105,285 $ 9,196,338
Dick's Sporting Goods 40,000 July 17, 2015 $ 180 $ 7,200,000 $ 7,200,000 $ 7,272,000 $ 7,344,720 $ 7,418,167 $ 7,492,349 $ 7,567,272
HomeGoods 24,000 July 31, 2015 $ 357 $ 8,570,000 $ 8,570,000 $ 8,655,700 $ 8,742,257 $ 8,829,680 $ 8,917,976 $ 9,007,156
Mattress Firm 4,000 August 12, 2015 $ 275 $ 1,100,000 $ 1,100,000 $ 1,111,000 $ 1,122,110 $ 1,133,331 $ 1,144,664 $ 1,156,111
Ashley Furniture 30,000 August 15, 2015 $ 180 $ 5,400,000 $ 5,400,000 $ 5,454,000 $ 5,508,540 $ 5,563,625 $ 5,619,262 $ 5,675,454
Hobby Lobby 55,000 August 21, 2015 $ 100 $ 5,500,000 $ 5,500,000 $ 5,555,000 $ 5,610,550 $ 5,666,656 $ 5,723,322 $ 5,780,555
Verizon Wireless 1,800 August 21, 2015 $ 300 $ 540,000 $ 540,000 $ 545,400 $ 550,854 $ 556,363 $ 561,926 $ 567,545
L.A. Bikini 1,440 September 1, 2015 $ 250 $ 360,000 $ 360,000 $ 363,600 $ 367,236 $ 370,908 $ 374,617 $ 378,364
Dollar Tree 10,000 September 3, 2015 $ 160 $ 1,600,000 $ 1,600,000 $ 1,616,000 $ 1,632,160 $ 1,648,482 $ 1,664,966 $ 1,681,616
Petco 12,500 September 7, 2015 $ 320 $ 4,000,000 $ 4,000,000 $ 4,040,000 $ 4,080,400 $ 4,121,204 $ 4,162,416 $ 4,204,040
Carter's 3,969 September 24, 2015 $ 227 $ 900,000 $ 900,000 $ 909,000 $ 918,090 $ 927,271 $ 936,544 $ 945,909
OshKosh 2,831 September 24, 2015 $ 318 $ 900,000 $ 900,000 $ 909,000 $ 918,090 $ 927,271 $ 936,544 $ 945,909
Starbucks 2,110 September 28, 2015 $ 500 $ 1,055,000 $ 1,055,000 $ 1,065,550 $ 1,076,206 $ 1,086,968 $ 1,097,837 $ 1,108,816
AT&T 2,040 October 7, 2015 $ 250 $ 510,000 $ 510,000 $ 515,100 $ 520,251 $ 525,454 $ 530,708 $ 536,015
Skechers 7,500 November 6, 2015 $ 200 $ 1,500,000 $ 1,500,000 $ 1,515,000 $ 1,530,150 $ 1,545,452 $ 1,560,906 $ 1,576,515
Jared 4,500 November 9, 2015 $ 1,033 $ 4,650,000 $ 4,650,000 $ 4,696,500 $ 4,743,465 $ 4,790,900 $ 4,838,809 $ 4,887,197
Newk's 4,500 November 16, 2015 $ 444 $ 2,000,000 $ 2,000,000 $ 2,020,000 $ 2,040,200 $ 2,060,602 $ 2,081,208 $ 2,102,020
Five Guys Burgers & Fries 2,500 November 16, 2015 $ 456 $ 1,140,000 $ 1,140,000 $ 1,151,400 $ 1,162,914 $ 1,174,543 $ 1,186,289 $ 1,198,151
Total Nutrition 1,600 December 1, 2015 $ 275 $ 440,000 $ 440,000 $ 444,400 $ 448,844 $ 453,332 $ 457,866 $ 462,444
H&R Block 1,229 January 6, 2016 n/a n/a
T-Mobile 2,850 January 15, 2016 $ 300 $ 855,000 $ 855,000 $ 863,550 $ 872,186 $ 880,907 $ 889,716 $ 898,614
Best Buy 45,721 January 21, 2016 $ 470 $ 21,500,000 $ 17,200,000 $ 21,500,000 $ 21,715,000 $ 21,932,150 $ 22,151,472 $ 22,372,986
Sleep Center Mattress 3,934 February 27, 2016 $ 381 $ 1,500,000 $ 1,200,000 $ 1,500,000 $ 1,515,000 $ 1,530,150 $ 1,545,452 $ 1,560,906
Ross Dress for Less 25,000 March 4, 2016 $ 330 $ 8,257,260 $ 6,605,808 $ 8,257,260 $ 8,339,833 $ 8,423,231 $ 8,507,463 $ 8,592,538
Old Navy 13,000 April 1, 2016 $ 394 $ 5,125,000 $ 3,843,750 $ 5,125,000 $ 5,176,250 $ 5,228,013 $ 5,280,293 $ 5,333,096
Great Clips 1,229 April 23, 2016 n/a n/a
Luxury Nails Spa 2,000 May 8, 2016 n/a n/a
Uncle Maddio's Pizza Joint 2,400 May 20, 2016 $ 333 $ 800,000 $ 480,000 $ 800,000 $ 808,000 $ 816,080 $ 824,241 $ 832,483
Firehouse Subs 1,783 June 2, 2016 $ 384 $ 685,000 $ 342,500 $ 685,000 $ 691,850 $ 698,769 $ 705,756 $ 712,814
ABC Liquor 5,341 June 25, 2016 $ 169 $ 900,000 $ 450,000 $ 900,000 $ 909,000 $ 918,090 $ 927,271 $ 936,544
Panda Palace Buffet 6,490 September 7, 2016 $ 131 $ 850,000 $ 255,000 $ 850,000 $ 858,500 $ 867,085 $ 875,756 $ 884,513
Totals 522,967 $ 335 $ 175,171,057 $ 141,067,058 $ 156,726,160 $ 163,010,478 $ 169,139,475 $ 174,995,558 179,716,325
Sales estimates are based on Improvement Sales tax collections and other reports with respect to retail sales volume regionally and nationwide.

6
Source: Costco FY 2015 Annual Report

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Table 4, below, shows estimates of sales associated with portions of McGowin Park that are either built
but not yet leased (which is the case for Suite E-2), or which the Developer has prepared for buildings to
be located on and is marketing for leasing, that have yet to be built (which is the case for the remainder
of the listed spaces). The development and retailer or restaurant opening timeframe indicate in Table 4
is based on information provided by the Developer. Sales are estimated to grow at an average annual
rate of 1% after each entities first full year of operations.

Table 4
McGowin Park Improvement District Taxable Sales Estimates - Additional Retail Development
McGowin Park
Mobile, Alabama

Stabilized
Size Estimated Stabilized
Tenant Spaces Taxable Sales 2017 2018 2019
(Sq.Ft.) Sales
Per Unit
Outparcel 4 7,800 $ 290 $ 2,262,000 $ 1,696,500 $ 2,262,000 $ 2,284,620
Outparcel 6 7,500 $ 290 $ 2,175,000 $ 1,631,250 $ 2,175,000 $ 2,196,750
Rest. A 8,000 $ 290 $ 2,320,000 $ 1,740,000 $ 2,320,000 $ 2,343,200
Rest. D 8,000 $ 290 $ 2,320,000 $ 1,740,000 $ 2,320,000
Outparcel 8 7,000 $ 290 $ 2,030,000 $ 1,522,500 $ 2,030,000
Restaurant B 8,000 $ 290 $ 2,320,000 $ 1,740,000 $ 2,320,000
Suite E-2 4,000 $ 290 $ 1,160,000 $ 870,000 $ 1,160,000
Totals 50,300 $ 290 $ 14,587,000 $ 5,067,750 $ 12,629,500 $ 14,654,570

Table 5, below, shows Sales Tax Revenues estimates.

Table 5
Estimates of Sales Tax Revenues
McGowin Park Improvement District
Mobile, Alabama

Estimated Sales
Estimated Sales
Calendar Volume from Total Taxable Sales Applicable Sales Tax
Volume from
Year Anticipated Retail Estimates Sales Tax Rate Revenues 1
Operating Retailers
Development

2016 $ 141,067,058 $ 141,067,058 1.700% $ 2,374,159

2017 $ 156,726,160 $ 5,067,750 $ 161,793,910 1.700% $ 2,722,992
2018 $ 163,010,478 $ 12,629,500 $ 175,639,978 1.700% $ 2,956,021
2019 $ 169,139,475 $ 14,654,570 $ 183,794,045 1.700% $ 3,093,254
2020 $ 174,995,558 $ 14,801,116 $ 189,796,674 1.700% $ 3,194,278
2021 $ 179,716,325 $ 14,949,127 $ 194,665,452 1.700% $ 3,276,220
2022 $ 182,293,326 $ 15,098,618 $ 197,391,944 1.700% $ 3,322,106
2023 $ 184,911,694 $ 15,249,604 $ 200,161,298 1.700% $ 3,368,715
2024 $ 187,572,154 $ 15,402,100 $ 202,974,255 1.700% $ 3,416,057
2025 $ 190,275,446 $ 15,556,121 $ 205,831,568 1.700% $ 3,464,145
2026 $ 193,022,322 $ 15,711,683 $ 208,734,005 1.700% $ 3,512,993
2027 $ 195,813,550 $ 15,868,799 $ 211,682,349 1.700% $ 3,562,614
2028 $ 198,649,910 $ 16,027,487 $ 214,677,397 1.700% $ 3,613,021
2029 $ 201,532,197 $ 16,187,762 $ 217,719,960 1.700% $ 3,664,227
2030 $ 204,461,224 $ 16,349,640 $ 220,810,864 1.700% $ 3,716,247
2031 $ 207,437,815 $ 16,513,136 $ 223,950,951 1.700% $ 3,769,095
2032 $ 210,462,811 $ 16,678,268 $ 227,141,078 1.700% $ 3,822,784
2033 $ 213,537,069 $ 16,845,050 $ 230,382,120 1.700% $ 3,877,331
2034 $ 216,661,463 $ 17,013,501 $ 233,674,964 1.700% $ 3,932,750
2035 2 $ 109,918,441 $ 8,591,818 $ 118,510,259 1.700% $ 1,994,528
1
Sales Tax Revenues are net of the City and County costs of collecting the sales taxes, which costs are estimated to be 1% of collections.
2
The City Project Ag reement and County Project Ag reement each terminate on June 30, 2035. For this reason, 2035 shows estimated sales
volume throug h June 30, 2035 only.

11/09/2016, pg. 22
Bond Revenue Study McGowin Park Improvement District

SECTION 4
CONDITIONS AND ASSUMPTIONS
The conditions and assumptions that apply to the revenue projections in this document are stated
throughout. A negative change in the conditions that form the basis of the assumptions used in
developing the projections contained in this Report could adversely affect the estimates of the
incremental revenue available to support the Bonds. In order to project future revenues that may be
generated within the District, certain assumptions must be made with regard to actions by private
businesses and land owners, national and local economic conditions, public support, and legislative
changes. The contents of this document are forward-looking and involve certain assumptions and
judgments regarding uncertainties in the future.

The ability to achieve the revenue projections presented in this evaluation is contingent upon the
timing and probability of a number of complex conditions being met in the future and certain
assumptions holding true. PGAV makes no assertions as to the degree of impact that changes in any of
these conditions would have upon the revenue projections included herein. Any event or action that
alters an assumed event, assumption, or condition used to achieve the projections contained herein
shall be considered a cause to void all financial projections contained in this Report. These assumptions
include such conditions as listed below.

This Report and the financial projections contained herein are based on estimates, assumptions, and
information provided by the Developer, the District, the Developer, and various other sources
considered to be reliable. PGAV neither verified nor audited the information that was provided by
others. Information provided by others is assumed to be reliable, but PGAV assumes no responsibility
for its accuracy or certainty. The analysis is based, in part, on assumptions and conditions provided by
these various sources. PGAV believes that the assumptions used in this analysis constitute a reasonable
basis for its preparation.

No professional standards or guidance relevant to the preparation of this Report exist, but PGAV has
prepared this Report based on standards and methodology the firm has developed over the course of
preparing dozens of similar analyses of historical trends and projections of sales taxes associated with
various types of special taxing districts in support of bond financings throughout the country over the
past 25 years.

PGAVs methodology for preparing this Report includes the review of economic and demographic data,
both current and historic, in order to develop assumptions about future growth. In light of this
information, PGAV develops reasonable and conservative assumptions about future growth and applies
those assumptions to the projections of future revenue in this Report.

11/09/2016, pg. 23
Bond Revenue Study McGowin Park Improvement District

The projections presented in this document are forward-looking and involve certain assumptions and
judgments regarding future events. Although the projections formulated in this Report are based on
currently available information, they are also based on assumptions about the future state of the
national and regional economy and the local real estate markets, as well as assumptions about future
actions by various parties, which cannot be assured or guaranteed. The ability to achieve the results
described herein depends on the timing and probability of a complex series of future events, both
internal and external to the District. Any event or action that alters an assumed event, assumption, or
condition used to achieve the projections contained herein will cause a deviation from all financial
projections contained in this analysis and may render them obsolete. These projections are not
provided as predictions or assurances that a certain level of performance will be achieved or that certain
events will occur. The actual results will vary from the projections described herein, and the variations
may be material. Because the future is uncertain, there is risk associated with achieving the results
projected. PGAV assumes no responsibility for any degree of risk involved. PGAV assumes no liability
should market conditions change.

Accordingly, PGAV does not express an opinion as to whether or not the District will achieve the results
projected herein if economic, environmental, legislative, or physical events or conditions occur that
would significantly affect the projected revenue streams. Specifically, there are a number of situations
that could occur that would have major impacts on the revenue projections presented herein. Examples
of events that could affect the projected availability of revenues include: changes in taxing provisions
and/or market acceptance of commercial additions to the District that affect the amount of sales tax
revenues generated within the District; and changes in legislation or new rulings in the Alabama courts
regarding community improvement districts.

The terms of PGAVs engagement for this study do not provide for reporting on events subsequent to
the date of this Report. Therefore, PGAV accepts no responsibility to either update or revise this Report
subsequent to its issuance.

This Report is intended solely for the internal use of the District, or the Districts legal counsel,
underwriter and bond counsel. Neither this Report nor its contents may be referred to or quoted, in
whole or in part, for any purpose including, but not limited to, any official statement for a bond issue
and consummation of a bond sale, any registration statement, prospectus, loan, or other agreement or
document, without prior review and written approval by PGAV regarding any representations therein
with respect to PGAVs organization and work product. Included in any offering statement must be a
document signed by a representative of PGAV which document constitutes PGAVs written consent to
this Reports use in such offering statement.

CONFLICTS OF INTEREST
Other than its contractual relationship for the execution of this Report, PGAV has no relationship with
any party having a financial or other interest in the issuance and/or sale of the Bonds.

11/09/2016, pg. 24
Bond Revenue Study McGowin Park Improvement District

OTHER WORK FOR ISSUER OR OBLIGOR

PGAV has not previously been retained by the either the Issuer or the Developer.

DEVELOPMENT PROJECT
It is assumed that McGowin Park will continue to be well-tenanted and managed by the Developer or a
subsequent owner, who, it is assumed, will work to maintain as high a level of tenancy and quality as is
possible.

FAILURE TO PAY
Any failure to pay the sales taxes owed on retail purchases within the District will have a negative
impact on the amount of bond revenues generated therein.

COURT ACTION
The results of future court decisions, unknown at this time, could impact, either positively or
negatively, completion and performance of the Improvement District as envisioned.

COMPETENT STAFF SUPPORT

The future success of the administration of the District will depend to a great degree on the competent
execution of administrative duties required by the City, County, Paying Agent and the State of Alabama.

NATURAL DISASTERS
Future success of the Improvement District could be affected by fires, floods, storms, or other Acts of
God which could alter or destroy the existing and future retail entities in the District and have a
negative impact on the availability of sales tax revenues.

ECONOMIC AND MARKET STABILITY

National, regional, and local economic stability will need to prevail over the life of the District and
continue to support economic activity in the District. In addition, prolonged labor strikes or terrorist
attacks at the national, regional, or local level could adversely affect the business environment or
business productivity within the District.

11/09/2016, pg. 25
200 North Broadway, Suite 1000 Saint Louis, Missouri 63102
1900 West 47th Place, Suite 100 Westwood, Kansas 66205
www.pgavplanners.com
www.pgav.com
 APPENDIX B

FORMS OF THE INDENTURE AND PAYING AGENT AGREEMENTS/DIRECTIONS

OF PAYMENT
(THIS PAGE LEFT BLANK INTENTIONALLY)
 TRUST INDENTURE

Dated December 1, 2016

Between

THE IMPROVEMENT DISTRICT OF THE CITY OF MOBILE

MCGOWIN PARK PROJECT

and

UMB BANK, NATIONAL ASSOCIATION

Relating to the issuance of

$21,845,000
Sales Tax Revenue Bonds, Series 2016A
by
The Improvement District of the City of Mobile McGowin Park Project
(THIS PAGE LEFT BLANK INTENTIONALLY)
 TABLE OF CONTENTS

PAGE

Parties............................................................................................................................................................ 1
Recitals.......................................................................................................................................................... 1

ARTICLE 1 Definitions and Other Provisions of General Application ....................................................... 1

SECTION 1.1 Definitions .................................................................................................................... 1

SECTION 1.2 General Rules of Construction ..................................................................................... 7
SECTION 1.3 Ownership of Bonds; Effect of Action by Bondholders .............................................. 8
SECTION 1.4 Effect of Headings and Table of Contents ................................................................... 8
SECTION 1.5 Date of Indenture .......................................................................................................... 8
SECTION 1.6 Separability Clause ....................................................................................................... 8
SECTION 1.7 Governing Law ............................................................................................................. 8
SECTION 1.8 Counterparts ................................................................................................................. 8
SECTION 1.9 Designation of Time for Performance .......................................................................... 9
SECTION 1.10 Payments Due on Non-Business Days ......................................................................... 9

ARTICLE 2 Source of Payment ................................................................................................................... 9

SECTION 2.1 Source of Payment of Bonds and Other Obligations.................................................... 9

SECTION 2.2 Sponsoring Entity Exempt From Liability ................................................................... 9
SECTION 2.3 Officers, Directors, etc. Exempt from Individual Liability .......................................... 9

ARTICLE 3 Security for Payment ................................................................................................................ 9

SECTION 3.1 Pledge and Assignment ................................................................................................ 9

ARTICLE 4 Registration, Exchange and General Provisions Regarding the Bonds.................................. 10

SECTION 4.1 Registration, Transfer and Exchange ......................................................................... 10

SECTION 4.2 Mutilated, Destroyed, Lost and Stolen Bonds ............................................................ 11
SECTION 4.3 Payment of Interest on Bonds; Interest Rights Preserved .......................................... 11
SECTION 4.4 Persons Deemed Owners ............................................................................................ 12
SECTION 4.5 Trustee as Paying Agent ............................................................................................. 12
SECTION 4.6 Cancellation ................................................................................................................ 12

ARTICLE 5 General Provisions Regarding Redemption of Bonds............................................................ 12

SECTION 5.1 Specific Redemption Provisions ................................................................................ 12

SECTION 5.2 Mandatory Redemption .............................................................................................. 13
SECTION 5.3 Election to Redeem .................................................................................................... 13
SECTION 5.4 Selection by Trustee of Bonds to be Redeemed ......................................................... 13
SECTION 5.5 Notice of Redemption ................................................................................................ 13
SECTION 5.6 Deposit of Redemption Price ..................................................................................... 14
SECTION 5.7 Bonds Payable on Redemption Date .......................................................................... 14
SECTION 5.8 Bonds Redeemed in Part ............................................................................................ 15

ARTICLE 6 Specific Terms for Bonds....................................................................................................... 15

i
 SECTION 6.1 Specific Title and Terms ............................................................................................ 15
SECTION 6.2 Book-Entry Only System; Payment Provisions ......................................................... 19
SECTION 6.3 Execution, Authentication, Delivery and Dating ....................................................... 21
SECTION 6.4 Proceeds From Sale of Bonds .................................................................................... 21
SECTION 6.5 Description of Bond-Financed Facilities .................................................................... 21

ARTICLE 7 No Additional Bonds.............................................................................................................. 22

ARTICLE 8 Indenture Funds...................................................................................................................... 22

SECTION 8.1 Revenue Fund ............................................................................................................. 22

SECTION 8.2 Debt Service Fund ...................................................................................................... 23
SECTION 8.3 Administrative Expense Fund .................................................................................... 23
SECTION 8.4 Rebate Fund................................................................................................................ 23
SECTION 8.5 Reserve Fund .............................................................................................................. 24
SECTION 8.6 Costs of Issuance Fund ............................................................................................... 25
SECTION 8.7 Acquisition Fund ........................................................................................................ 25
SECTION 8.8 Money for Bond Payments to be Held in Trust; Repayment of Unclaimed
Money ..................................................................................................................... 25

ARTICLE 9 Investment of Indenture Funds............................................................................................... 26

SECTION 9.1 Investment of Indenture Funds ................................................................................... 26

SECTION 9.2 Application of Funds After Indenture Indebtedness Fully Paid ................................. 26

ARTICLE 10 Representations and Covenants............................................................................................ 26

SECTION 10.1 General Representations ............................................................................................. 26

SECTION 10.2 No Encumbrance on Trust Estate ............................................................................... 27
SECTION 10.3 Payment of Bonds ...................................................................................................... 27
SECTION 10.4 Inspection of Records ................................................................................................. 27
SECTION 10.5 Advances by Trustee .................................................................................................. 27
SECTION 10.6 Corporate Existence; Merger, Consolidation, Etc. ..................................................... 27
SECTION 10.7 Compliance with Continuing Disclosure Agreement ................................................. 28
SECTION 10.8 Compliance with the Tax Certificate and Agreement ................................................ 28
SECTION 10.9 Completion and Maintenance of Bond-Financed Facilities ....................................... 28
SECTION 10.10 Payment of Operating or Maintenance Costs by Others ............................................ 28
SECTION 10.11 Transfer or Encumbrance Created by the Issuer ........................................................ 28
SECTION 10.12 Disposition and Substitution of Personal Property and Fixtures ................................ 28
SECTION 10.13 Construction to be on Public Lands ........................................................................... 29
SECTION 10.14 Observance of Accounting Standards ........................................................................ 29
SECTION 10.15 Employment of Certified Public Accountant and District Engineer .......................... 29
SECTION 10.16 Financial Statements and Information ........................................................................ 29
SECTION 10.17 District Engineers Reports ........................................................................................ 29
SECTION 10.18 Compliance with Other Contracts and Agreements ................................................... 29
SECTION 10.19 Insurance .................................................................................................................... 30

ARTICLE 11 Defaults and Remedies ......................................................................................................... 30

SECTION 11.1 Events of Default ........................................................................................................ 30

SECTION 11.2 Remedies .................................................................................................................... 30
SECTION 11.3 Application of Money Collected ................................................................................ 31

ii
 SECTION 11.4 Trustee May Enforce Claims without Possession of Bonds ....................................... 31
SECTION 11.5 Limitation on Suits ..................................................................................................... 32
SECTION 11.6 Unconditional Right of Bondholders to Receive Principal, Premium and
Interest..................................................................................................................... 32
SECTION 11.7 Restoration of Positions.............................................................................................. 32
SECTION 11.8 Delay or Omission Not Waiver .................................................................................. 32
SECTION 11.9 Control by Bondholders ............................................................................................. 33
SECTION 11.10 Waiver of Past Defaults.............................................................................................. 33
SECTION 11.11 Suits to Protect the Trust Estate ................................................................................. 33

ARTICLE 12 The Trustee .......................................................................................................................... 34

SECTION 12.1 Certain Duties and Responsibilities of Trustee .......................................................... 34

SECTION 12.2 Notice of Defaults ...................................................................................................... 34
SECTION 12.3 Certain Rights of Trustee ........................................................................................... 35
SECTION 12.4 Not Responsible for Recitals ...................................................................................... 36
SECTION 12.5 May Hold Bonds ........................................................................................................ 36
SECTION 12.6 Money Held in Trust .................................................................................................. 36
SECTION 12.7 Compensation and Reimbursement ............................................................................ 36
SECTION 12.8 Corporate Trustee Required; Eligibility ..................................................................... 36
SECTION 12.9 Resignation and Removal; Appointment of Successor .............................................. 37
SECTION 12.10 Acceptance of Appointment by Successor ................................................................. 38
SECTION 12.11 Merger, Conversion, Consolidation or Succession to Business ................................. 38

ARTICLE 13 Amendment of Bond Documents ......................................................................................... 38

SECTION 13.1 General Requirements for Amendments .................................................................... 38

SECTION 13.2 Amendments Without Consent of Bondholders ......................................................... 38
SECTION 13.3 Amendments Requiring Consent of All Affected Bondholders ................................. 39
SECTION 13.4 Amendments Requiring Majority Consent of Bondholders ....................................... 40
SECTION 13.5 Discretion of Trustee .................................................................................................. 40
SECTION 13.6 Trustee Protected by Opinion of Counsel .................................................................. 40
SECTION 13.7 Amendments Affecting Trustees Personal Rights .................................................... 40
SECTION 13.8 Effect on Bondholders ................................................................................................ 40
SECTION 13.9 Reference in Bonds to Amendments .......................................................................... 40
SECTION 13.10 Amendments Not to Affect Tax Exemption............................................................... 40
SECTION 13.11 Amendments Requiring Consent of the Company ..................................................... 40

ARTICLE 14 Defeasance ........................................................................................................................... 41

SECTION 14.1 Payment of Indenture Indebtedness; Satisfaction and Discharge of Indenture .......... 41
SECTION 14.2 Trust for Payment of Debt Service ............................................................................. 41

ARTICLE 15 Miscellaneous....................................................................................................................... 42

SECTION 15.1 Notices........................................................................................................................ 42

SECTION 15.2 Notices to Bondholders; Waiver ................................................................................ 43
SECTION 15.3 Successors and Assigns .............................................................................................. 43
SECTION 15.4 Benefits of Indenture .................................................................................................. 43
SECTION 15.5 Electronic Storage ...................................................................................................... 43

iii
Testimonium ............................................................................................................................................... 44
Signatures.................................................................................................................................................... 44
Acknowledgments....................................................................................................................................... 45

EXHIBIT 6.1(c) - Form of Bonds

EXHIBIT 6.2(a) - Letter of Representations
EXHIBIT 6.5(a) - Description of Bond-Financed Facilities
EXHIBIT 8.3(b) - Administrative Expense Fund Requisition
EXHIBIT 8.4(b) - Rebate Fund Requisition
EXHIBIT 8.6(b) - Acquisition Fund/Costs of Issuance Fund Requisition
EXHIBIT 10.16 - Financial Statements and Information
EXHIBIT 15.1(a) - Notices

iv
 TRUST INDENTURE

THIS TRUST INDENTURE dated December 1, 2016 is entered into by THE

IMPROVEMENT DISTRICT OF THE CITY OF MOBILE MCGOWIN PARK PROJECT, an
Alabama public corporation (the Issuer or the Improvement District), and UMB BANK,
NATIONAL ASSOCIATION, a national banking association (the Trustee).

Recitals

A. The Issuer has duly authorized the issuance of its $21,845,000 aggregate principal
amount of Sales Tax Revenue Bonds, Series 2016A (the Bonds) pursuant to this Indenture.

B. The Bonds are being issued for the purpose of (1) financing the acquisition and
construction of certain public infrastructure improvements (the Bond-Financed Facilities) for certain
commercial projects (the McGowin Park Developments) developed by McGowin Park, LLC,
(2) financing a reserve fund, and (3) financing the costs of issuance of the Bonds.

C. The Bonds and all other payment obligations under this Indenture are limited obligations
of the Issuer payable solely out of the Sales Tax Revenues (as defined herein).

D. All things have been done which are necessary to make the Bonds, when executed by the
Issuer and authenticated and delivered by the Trustee hereunder, the valid obligations of the Issuer, and to
constitute this Indenture a valid trust indenture for the security of the Bonds, in accordance with the terms
of the Bonds and this Indenture.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

It is hereby covenanted and declared that all the Bonds are to be authenticated and delivered and
the property subject to this Indenture is to be held and applied by the Trustee, subject to the covenants,
conditions and trusts hereinafter set forth, and the Issuer does hereby covenant and agree to and with the
Trustee, for the equal and proportionate benefit (except as otherwise expressly provided herein) of all
Bondholders as follows:

ARTICLE 1

Definitions and Other Provisions

of General Application

SECTION 1.1 Definitions

For all purposes of this Indenture, except as otherwise expressly provided or unless the context
otherwise requires, the following terms shall have the meaning indicated:

Acquisition Costs, when used with respect to the Bonds, shall mean costs of acquiring,
constructing and installing the Bond-Financed Facilities, including (a) interest accruing on the Bonds
until the Bond-Financed Facilities are placed in service and (b) any rebate or yield reduction payments
due to the United States Treasury with respect to the Bonds pursuant to Section 148 of the Internal
Revenue Code.

Acquisition Fund shall mean the fund established pursuant to Section 8.7.
 Act of Bankruptcy shall mean the filing of a petition in bankruptcy (or the other
commencement of a bankruptcy or similar proceeding) by or against a person under any applicable
bankruptcy, insolvency, reorganization, or similar law, now or hereafter in effect.

Administrative Expense Fund shall mean the fund established pursuant to Section 8.3.

Administrative Expenses shall mean any expenses described in Section 11-99A-2(6)(v) and
Section 11-99A-2(6)(w) of the Enabling Law (or any successor provision of law) but only third-party
expenses directly related to the Bonds under this Indenture (for example Trustees fees for administering
the Trust Indenture and the cost of the certified public accountant to prepare the annual audit pursuant to
Section 10.15), provided however that the fees or costs for the District Manager, the Financial Statement
required under Section 10.16, the District Engineer under Section 10.15, the District Engineers Report
under Section 10.17, or any other expenses of the Issuer that have been separately budgeted and paid from
sources other than from the Sales Tax Revenues as of the date of this Indenture, or any operation and
maintenance expenses for property within the District, including but not limited to landscaping, parking
lot maintenance and repair, or sidewalk maintenance and repair, which operation and maintenance
expenses will be paid by private owners within the District, shall not be included.

Affiliate of any specified person shall mean any other person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified person. For purposes of
this definition, control when used with respect to any specified person means the power to direct the
management and policies of such person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms controlling and controlled have meanings
correlative to the foregoing.

Annual Debt Service, when used with respect to any Fiscal Year, shall mean the aggregate
amount of principal and interest payable on all Outstanding Bonds during such Fiscal Year; provided, that
for purposes of determining Annual Debt Service, the principal amount of Bonds required to be redeemed
in any Fiscal Year shall be deemed to be payable in such Fiscal Year rather than the Fiscal Year in which
such principal matures.

Authorized Issuer Representative shall mean any officer or agent of the Issuer authorized by
the governing body of the Issuer to act as Authorized Representative for purposes of the Bond
Documents.

Authorized Denominations shall have the meaning assigned in Section 6.1.

Beneficial Owner shall have the meaning assigned in Section 6.2.

Bond Documents shall mean the Bonds, the Indenture, the City Direction of Payment, the City
Paying Agent Agreement, the City Project Agreement, the County Direction of Payment, the County
Paying Agent Agreement, and the County Project Agreement.

Bond-Financed Facilities shall mean the public infrastructure facilities being financed by the
Bonds. The Bond-Financed Facilities are more particularly described in Exhibit 6.5(a).

Bond Payment Date shall mean each date (including any date fixed for redemption of Bonds)
on which Debt Service is payable on the Bonds.

Bond Register shall mean the register or registers for the registration and transfer of Bonds
maintained by the Issuer pursuant to Section 4.1.

2
 Bonds shall mean any bond issued pursuant to this Indenture.

Book-Entry Only System shall have the meaning assigned in Section 6.2.

Business Day shall mean any day other than a Saturday, a Sunday or a day on which the
Trustee is authorized to be closed under general law or regulation applicable in the place where the
Trustee performs its business with respect to the Indenture.

City Direction of Payment shall mean that certain Direction of Payment dated December 13,
2016 by and among the City of Mobile, the Issuer, McGowin Park Incentive, LLC, and McGowin Park,
LLC.

City Paying Agent Agreement shall mean that certain Paying Agent Agreement dated
December 13, 2016 by and among McGowin Park Incentive, LLC, the Issuer, and UMB Bank, National
Association relating to the City Project Agreement.

City Project Agreement shall mean that certain Project Development Agreement dated as of
July 23, 2013 by and between the City of Mobile and McGowin Park, LLC.

Company shall mean McGowin Park Incentive, LLC, a Delaware limited liability company,
until a successor shall have become such pursuant to the applicable provisions of the City Project
Agreement and the County Project Agreement, and thereafter Company shall mean such successor.

Continuing Disclosure Agreement shall mean that certain Continuing Disclosure Agreement
entered into by the Issuer in connection with the issuance of the Bonds.

Costs of Issuance shall mean the expenses incurred in connection with the issuance of the
Bonds, including legal, consulting, accounting and underwriting fees and expenses.

Costs of Issuance Fund shall mean the fund established pursuant to Section 8.6.

County Direction of Payment shall mean that certain Direction of Payment dated December
13, 2016 by and among the Mobile County, the Issuer, McGowin Park Incentive, LLC, and McGowin
Park, LLC.

County Paying Agent Agreement shall mean that certain Paying Agent Agreement dated
December 13, 2016 by and among McGowin Park Incentive, LLC, the Issuer, and UMB Bank, National
Association relating to the County Project Agreement.

County Project Agreement shall mean that certain Project Development Agreement dated as
of July 23, 2013 by and between Mobile County and McGowin Park, LLC.

Debt Service shall mean the principal, premium (if any) and interest payable on the Bonds.

Debt Service Fund shall mean the fund established pursuant to Section 8.2.

Debt Service Fund-Interest Subaccount shall mean the subaccount established pursuant to
Section 8.2.

Debt Service Fund-Principal Subaccount shall mean the subaccount established pursuant to
Section 8.2.

Defaulted Interest shall have the meaning assigned in Section 4.3.

3
 Development Agreement shall mean that certain Development Agreement dated April 16,
2014 by and between the Issuer and McGowin Park, LLC.

District Engineer shall mean Berry Engineers, LLC and its successors and assigns, or such
other Independent engineering firm designated as the District Engineer from time to time.

District Manager shall mean Wrathell, Hunt & Associates, LLC, until a successor District
Manager shall have become such, and thereafter District Manager shall mean such successor.

DTC shall have the meaning assigned in Section 6.2.

Enabling Law shall mean Chapter 99A of Title 11 of the Code of Alabama 1975.

Engineers Report shall mean that certain Engineers Report dated March 21, 2014, as revised
on October 6, 2014 and on November 4, 2016, which was prepared by the District Engineer.

Favorable Tax Opinion shall mean an Opinion of Counsel stating in effect that the proposed
action, together with any other changes with respect to the Bonds made or to be made in connection with
such action, will not cause interest on the Bonds to become includible in gross income of the Holders for
purposes of federal income taxation.

Federal Securities shall mean noncallable, nonprepayable, direct obligations of, or obligations
the full and timely payment of which is guaranteed by, the United States of America, excluding unit
investment trusts and mutual funds.

Financing Participants shall mean the Issuer and the Trustee.

Fiscal Year shall mean the fiscal year of the Issuer, as established from time to time by
requisite corporate action.

Fully Paid, when used with respect to Indenture Indebtedness, shall have the meaning stated in
Section 14.1.

Holder or Bondholder when used with respect to any Bond shall mean (1) if the Book-Entry
Only System is not in effect, the person in whose name such Bond is registered in the Bond Register and
(2) if the Book-Entry Only System is in effect, the Beneficial Owner of such Bond on the records
maintained pursuant to the Book-Entry Only System.

Indenture shall mean this instrument as originally executed or as it may from time to time be
supplemented, modified or amended by one or more indentures or other instruments supplemental hereto
entered into pursuant to the applicable provisions hereof.

Indenture Default shall have the meaning stated in Article 11. An Indenture Default shall
exist if an Indenture Default shall have occurred and be continuing.

Indenture Funds shall mean any fund or account established pursuant to this Indenture.

Indenture Indebtedness shall mean (1) all indebtedness of the Issuer at the time secured by
this Indenture, including (a) all Debt Service on the Bonds and (b) all reasonable fees, charges and
disbursements of the Trustee for services performed and disbursements made under this Indenture and
(2) the obligation to pay Sales Tax Revenues to the Company pursuant the City Project Agreement and
the County Project Agreement, which obligation is expected to terminate June 30, 2035 and which will
occur when the Trustee no longer receives any Sales Tax Revenues.
4
 Independent, when used with respect to any person, shall mean a person who (a) is in fact
independent, (b) does not have any direct financial interest or any material indirect financial interest in
any Financing Participant or any Affiliate of a Financing Participant, and (c) is not connected with any
Financing Participant or any Affiliate of a Financing Participant as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.

Insurance Consultant shall mean a person qualified to survey risks and recommend insurance
coverage for organizations engaged in operations similar to those of the Issuer and having a favorable
reputation for skill and experience in such surveys and recommendations, who shall be appointed by the
Issuer.

Interest Payment Date, when used with respect to any installment of interest on a Bond, shall
mean the date specified herein and in such Bond as the date on which such installment of interest is due
and payable.

Issuer or Improvement District shall mean The Improvement District of the City of Mobile
McGowin Park Project, an Alabama public corporation, until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter Issuer shall mean such
successor corporation.

Maturity, when used with respect to any Bond, shall mean the date specified herein and in
such Bond as the date on which principal of such Bond is due and payable.

McGowin Park Developments shall mean the commercial development described more
particularly in the Engineers Report.

Moodys shall mean Moodys Investors Service, Inc.

Obligor Bonds shall mean Bonds registered in the name of (or in the name of a nominee for)
the Issuer or any Affiliate of the Issuer. The Trustee may assume that no Bonds are Obligor Bonds unless
it has actual notice to the contrary.

Office of the Trustee shall mean the office of the Trustee for hand delivery of notices and
other documents, as specified pursuant to Article 15.

Opinion of Counsel shall mean an opinion from an attorney or firm of attorneys with
experience in the matters to be covered in the opinion. Except as otherwise expressly provided in this
Indenture, the attorney or attorneys rendering such opinion may be counsel for one or more of the
Financing Participants.

Outstanding when used with respect to Bonds shall mean, as of the date of determination, all
Bonds authenticated and delivered under this Indenture, except:

(a) Bonds cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Bonds for whose payment or redemption money in the necessary amount has
been deposited with the Trustee in trust for the Holders of such Bonds, provided that, if such
Bonds are to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and

(c) Bonds in exchange for or in lieu of which other Bonds have been authenticated
and delivered under this Indenture;

5
provided, however, that in determining whether the Holders of the requisite principal amount of Bonds
Outstanding have given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Obligor Bonds shall be disregarded and deemed not to be Outstanding. Obligor Bonds which
have been pledged in good faith may be regarded as Outstanding for such purposes if the pledgee
establishes to the satisfaction of the Trustee the pledgees right so to act with respect to such Bonds and
that Bonds registered in the name of such pledgee as beneficial owner would not be considered Obligor
Bonds.

Post-Default Rate shall mean (a) when used with respect to any payment of Debt Service on
any Bond, the rate specified in such Bond for overdue installments of Debt Service on such Bond,
computed as provided in such Bond, and (b) when used with respect to all other payments due under this
Indenture, a variable rate equal to the Trustees prime rate plus 2% (200 basis points), computed on the
basis of a 365 or 366-day year, as the case may be, for actual days elapsed.

Project City Tax Payments shall have the meaning assigned in the City Project Agreement.

Project County Tax Payments shall have the meaning assigned in the County Project
Agreement.

Qualified Investments shall mean:

(a) Federal Securities.

(b) An interest in any trust or fund that invests solely in Federal Securities or
repurchase agreements with respect to Federal Securities.

(c) A certificate of deposit issued by, or other interest-bearing deposit with, any bank
organized under the laws of the United States of America or any state thereof (including the
Trustee), provided that (1) long-term deposits with such bank are rated by Moodys or S & P in
one of the three highest rating categories, or (2) such deposit is collaterally secured by the issuing
bank by pledging Federal Securities having a market value (exclusive of accrued interest) not less
than the face amount of such certificate less the amount of such deposit insured by the Federal
Deposit Insurance Corporation.

(d) A repurchase agreement with respect to Federal Securities, provided that the
Federal Securities subject to such repurchase agreement are held by or under the control of the
Trustee pursuant to a perfected security interest free and clear of third-party liens.

Rating Agency shall mean Moodys, S & P and any other nationally recognized securities
rating agency.

Rebate Fund shall mean the fund established pursuant to Section 8.4.

Regular Record Date shall have the meaning assigned in Section 6.1.

Required Rebate means the amount, if any, that is required by the provisions of Section 148(f)
of the Internal Revenue Code and any regulations of the Department of the Treasury issued thereunder, or
as yield reduction payments under Treasury Regulation Section 1.148-5(c), to be paid by the Issuer to the
United States of America in order that the Bonds shall not be treated as arbitrage bonds within the
meaning of Section 103(b)(2) and Section 148 of the Internal Revenue Code. The Required Rebate shall
be contained in the rebate opinions and reports delivered to the Trustee pursuant to the Tax Certificate
and Agreement.

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 Reserve Fund shall mean the fund established pursuant to Section 8.5.

Reserve Fund Requirement shall mean an amount equal to $1,678,612.50; provided,

however, that the Issuer may reduce the Reserve Fund Requirement to the maximum amount that,
according to an Opinion of Counsel delivered to the Trustee, may be invested without yield restriction
under law applicable to tax-exempt obligations.

Revenue Fund shall mean the fund established pursuant to Section 8.1.

Sales Tax Revenues shall mean the Project City Tax Payments and the Project County Tax
Payments received by the Issuer pursuant to the City Direction of Payment, the City Paying Agent
Agreement, the City Project Agreement, the County Direction of Payment, the County Paying Agent
Agreement, and the County Project Agreement.

S & P shall mean Standard & Poors Financial Services LLC, a subsidiary of The McGraw-Hill
Companies, Inc.

Special Record Date for the payment of any Defaulted Interest on the Bonds means a date
fixed by the Trustee pursuant to Section 4.3.

Tax Certificate and Agreement shall mean that certain Tax Certificate and Agreement
entered into by the Issuer in connection with the issuance of the Bonds.

Trust Estate shall have the meaning stated in Article 3.

Trustee shall mean UMB Bank, National Association, a national banking association, until a
successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and
thereafter Trustee shall mean such successor.

Wire Transfer shall mean a transfer of funds by electronic means between banks that are
members of the Federal Reserve system, or such other method of transferring funds for same-day
settlement or credit as shall be acceptable to the Trustee.

SECTION 1.2 General Rules of Construction

For all purposes of this Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

(a) Defined terms in the singular shall include the plural as well as the singular, and
vice versa.

(b) The definitions in the recitals to this instrument are for convenience only and
shall not affect the construction of this instrument.

(c) All accounting terms not otherwise defined herein have the meanings assigned to
them, and all computations herein provided for shall be made, in accordance with generally
accepted accounting principles. All references herein to generally accepted accounting
principles refer to such principles as they exist at the date of application thereof.

(d) All references in this instrument to designated Articles, Sections and other
subdivisions are to the designated Articles, Sections and subdivisions of this instrument as
originally executed.

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 (e) The terms herein, hereof and hereunder and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

(f) All references in this instrument to a separate instrument are to such separate
instrument as the same may be amended or supplemented from time to time pursuant to the
applicable provisions thereof.

(g) The term person shall include any individual, corporation, partnership, limited
liability company, joint venture, association, trust, unincorporated organization and any
government or any agency or political subdivision thereof.

(h) The term including means including without limitation and including, but
not limited to.

SECTION 1.3 Ownership of Bonds; Effect of Action by Bondholders

(a) The ownership of Bonds shall be proved by the Bond Register.

(b) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Bond shall bind every future Holder of the same Bond and the Holder of every Bond
issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or
suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action
is made upon such Bond.

SECTION 1.4 Effect of Headings and Table of Contents

The Article and Section headings herein and in the Table of Contents are for convenience only
and shall not affect the construction hereof.

SECTION 1.5 Date of Indenture

The date of this Indenture is intended as and for a date for the convenient identification of this
Indenture and is not intended to indicate that this Indenture was executed and delivered on said date.

SECTION 1.6 Separability Clause

If any provision in this Indenture or in the Bonds shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

SECTION 1.7 Governing Law

This Indenture shall be construed in accordance with and governed by the laws of the State of
Alabama.

SECTION 1.8 Counterparts

This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed an original, but all such counterparts shall together constitute but one and the same instrument.

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 SECTION 1.9 Designation of Time for Performance

Except as otherwise expressly provided herein, any reference in this Indenture to the time of day
shall mean (a) if the Book-Entry Only System is in effect, the time of day in the city where DTC
maintains its place of business for the performance of its obligations under the Book-Entry Only System
or (b) if the Book-Entry Only System is no longer in effect, the time of day in the city where the Trustee
maintains its place of business for the performance of its obligations under this Indenture.

SECTION 1.10 Payments Due on Non-Business Days

If any payment hereunder is due on a day which is not a Business Day, such payment may be
made on the first succeeding day which is a Business Day with the same effect as if made on the day such
payment was due.

ARTICLE 2

Source of Payment

SECTION 2.1 Source of Payment of Bonds and Other Obligations

The Bonds and all other payment obligations under this Indenture shall be limited obligations of
the Issuer payable solely out of the Sales Tax Revenues.

SECTION 2.2 Sponsoring Entity Exempt From Liability

The Bonds and any other payment obligations under this Indenture do not constitute or give rise
to an indebtedness or a pecuniary liability of, and do not constitute a charge against the general credit or
taxing powers of, the City of Mobile.

SECTION 2.3 Officers, Directors, etc. Exempt from Individual Liability

No recourse under or upon any covenant or agreement of this Indenture, or of any Bonds, or for
any claim based thereon or otherwise in respect thereof, shall be had against any past, present or future
incorporator, officer or member of the governing body of the Issuer, or of any successor, either directly or
through the Issuer, whether by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that this Indenture and the Bonds
issued hereunder are solely corporate obligations, and that no personal liability whatever shall attach to,
or is or shall be incurred by, any incorporator, officer or member of the governing body of the Issuer or
any successor, or any of them, because of the issuance of the Bonds, or under or by reason of the
covenants or agreements contained in this Indenture or in any Bonds or implied therefrom.

ARTICLE 3

Security for Payment

SECTION 3.1 Pledge and Assignment

To secure the payment of Debt Service on the Bonds and all other Indenture Indebtedness and the
performance of the covenants herein and in the Bonds contained, and to declare the terms and conditions
on which the Bonds are secured, and in consideration of the premises and of the purchase of the Bonds by
the Holders thereof, the Issuer hereby pledges and assigns to the Trustee, and grants to the Trustee a
security interest in, the following property:

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 (a) Sales Tax Revenues. All right, title and interest of the Issuer in the Sales Tax
Revenues.

(b) Indenture Funds. Money and investments from time to time on deposit in, or
forming a part of, the Indenture Funds, but not including the Administrative Expense Fund and
the Rebate Fund.

(c) Other Property. Any and all property of every kind or description which may,
from time to time hereafter, by delivery or by writing of any kind, be subjected to the lien of this
Indenture as additional security by the Issuer or anyone on its part or with its consent, or which
pursuant to any of the provisions hereof may come into the possession or control of the Trustee or
a receiver appointed pursuant to this Indenture; and the Trustee is hereby authorized to receive
any and all such property as and for additional security for the obligations secured hereby and to
hold and apply all such property subject to the terms hereof.

TO HAVE AND TO HOLD all such property, rights and privileges (collectively called the
Trust Estate) unto the Trustee and its successors and assigns;

BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the
Holders from time to time of the Bonds (without any priority of any such Bond over any other such
Bond).

PROVIDED, HOWEVER, that money and investments in the Indenture Funds may be applied
for the purposes and on the terms and conditions set forth in this Indenture.

ARTICLE 4

Registration, Exchange and

General Provisions Regarding the Bonds

SECTION 4.1 Registration, Transfer and Exchange

(a) The Issuer shall cause to be kept at the Office of the Trustee a register (herein sometimes
referred to as the Bond Register) in which, subject to such reasonable regulations as it may prescribe,
the Issuer shall provide for the registration of Bonds and registration of transfers of Bonds entitled to be
registered or transferred as herein provided. The Trustee is hereby appointed as agent of the Issuer for the
purpose of registering Bonds and transfers of Bonds as herein provided.

(b) Upon surrender for transfer of any Bond at the Office of the Trustee, the Issuer shall
execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Bonds of the same series and Maturity, of any Authorized Denominations
and of a like aggregate principal amount.

(c) At the option of the Holder, Bonds may be exchanged for other Bonds of the same series
and Maturity, of any Authorized Denominations and of a like aggregate principal amount, upon surrender
of the Bonds to be exchanged at the Office of the Trustee. Whenever any Bonds are so surrendered for
exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Bonds which the
Bondholder making the exchange is entitled to receive.

(d) All Bonds surrendered upon any exchange or transfer provided for in this Indenture shall
be promptly cancelled by the Trustee.

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 (e) All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of
the Issuer and entitled to the same security and benefits under this Indenture as the Bonds surrendered
upon such transfer or exchange.

(f) Every Bond presented or surrendered for transfer or exchange shall contain, or be
accompanied by, all necessary endorsements for transfer.

(g) No service charge shall be made for any transfer or exchange of Bonds, but the Issuer
may require payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Bonds.

(h) The Issuer shall not be required (1) to transfer or exchange any Bond during a period
beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of
Bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any
Bond so selected for redemption in whole or in part.

SECTION 4.2 Mutilated, Destroyed, Lost and Stolen Bonds

(a) If (1) any mutilated Bond is surrendered to the Trustee, or the Issuer and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any Bond, and (2) there is
delivered to the Issuer and the Trustee such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the Issuer or the Trustee that such Bond has been
acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a
new Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding.

(b) Upon the issuance of any new Bond under this Section, the Issuer may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses connected therewith.

(c) Every new Bond issued pursuant to this Section in lieu of any destroyed, lost or stolen
Bond shall constitute an original additional contractual obligation of the Issuer, whether or not the
destroyed, lost or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the
security and benefits of this Indenture equally and ratably with all other Outstanding Bonds.

(d) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Bonds.

SECTION 4.3 Payment of Interest on Bonds; Interest Rights Preserved

(a) Interest on any Bond which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the person in whose name that Bond is registered at the close
of business on the Regular Record Date for such Interest Payment Date.

(b) Any interest on any Bond which is payable, but is not punctually paid or duly provided
for, on any Interest Payment Date (herein called Defaulted Interest) shall forthwith cease to be payable
to the Holder on the relevant Regular Record Date solely by virtue of such Holder having been such
Holder; and such Defaulted Interest shall be paid by the Issuer to the persons in whose names such Bonds
are registered at the close of business on a special record date (herein called a Special Record Date) for
the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall
notify the Trustee of the amount of Defaulted Interest proposed to be paid on each Bond and the date of

11
the proposed payment (which date shall be such as will enable the Trustee to comply with the next
sentence hereof), and at the same time the Issuer shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest
as in this subsection provided and not to be deemed part of the Trust Estate. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor
less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such
Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of a Bond at his address as it appears in the Bond Register not less than 10 days
prior to such Special Record Date, or by electronic means to DTC or its successors. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Bonds are registered on
such Special Record Date.

(c) Subject to the foregoing provisions of this Section, each Bond delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to
interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond
shall bear interest from such date that neither gain nor loss in interest shall result from such transfer,
exchange or substitution.

SECTION 4.4 Persons Deemed Owners

The Issuer and the Trustee may treat the person in whose name any Bond is registered as the
owner of such Bond for the purpose of receiving payment of Debt Service on such Bond and for all other
purposes whatsoever whether or not such Bond is overdue, and, to the extent permitted by law, neither the
Issuer nor the Trustee shall be affected by notice to the contrary.

SECTION 4.5 Trustee as Paying Agent

The Debt Service on the Bonds shall, except as otherwise provided herein, be payable at the
Office of the Trustee. The Trustee is hereby appointed agent of the Issuer for the purpose of paying Debt
Service on the Bonds.

SECTION 4.6 Cancellation

All Bonds surrendered for payment, redemption, transfer or exchange, shall be promptly
cancelled by the Trustee. The Trustee may destroy cancelled certificates. No Bond shall be authenticated
in lieu of or in exchange for any Bond cancelled as provided in this Section, except as expressly provided
by this Indenture.

ARTICLE 5

General Provisions Regarding Redemption of Bonds

SECTION 5.1 Specific Redemption Provisions

Section 6.1 provides the specific redemption provisions with respect to the Bonds.

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 SECTION 5.2 Mandatory Redemption

Bonds shall be redeemed in accordance with the applicable mandatory redemption provisions
without any direction from or consent by the Issuer. Unless the date fixed for such mandatory redemption
is otherwise specified by this Indenture, the Trustee shall select the date for mandatory redemption,
subject to the provisions of this Indenture with respect to the permitted period for such redemption.

SECTION 5.3 Election to Redeem

The election of the Issuer to exercise any right of optional redemption shall be evidenced by
notice to the Trustee from an Authorized Issuer Representative. The notice of election to redeem must be
received by the Trustee at least 60 days prior to the date fixed for redemption (unless a shorter notice is
acceptable to the Trustee) and shall specify (a) the principal amount of Bonds to be redeemed (if less than
all Bonds Outstanding are to be redeemed pursuant to such option) and (b) the redemption date, subject to
the provisions of this Indenture with respect to the permitted period for such redemption.

SECTION 5.4 Selection by Trustee of Bonds to be Redeemed

(a) Except as otherwise provided in the specific redemption provisions for the Bonds, if less
than all Bonds Outstanding are to be redeemed, the principal amount of Bonds of each series and Maturity
to be redeemed may be specified by the Issuer by notice delivered to the Trustee not less than 60 days
before the date fixed for redemption (unless a shorter notice is acceptable to the Trustee), or, in the
absence of timely receipt by the Trustee of such notice, shall be determined in accordance with the Book-
Entry Only System or, if the Book-Entry Only System is no longer in effect, shall be selected by the
Trustee by lot or by such other method as the Trustee shall deem fair and appropriate; provided, however,
that the principal amount of Bonds of each Maturity to be redeemed may not be larger than the principal
amount of Bonds of such Maturity then eligible for redemption and may not be smaller than the smallest
Authorized Denomination.

(b) Except as otherwise provided in the specific redemption provisions for the Bonds, if less
than all Bonds with the same series and Maturity are to be redeemed, the particular Bonds of such series
and Maturity to be redeemed shall be selected by the Trustee not less than 30 nor more than 60 days prior
to the redemption date from the Outstanding Bonds of such series and Maturity then eligible for
redemption in accordance with the Book-Entry Only System or, if the Book-Entry Only System is no
longer in effect, by lot or by such other method as the Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions (in Authorized Denominations) of the principal
of Bonds of such Maturity of a denomination larger than the smallest Authorized Denomination.

(c) The Trustee shall promptly notify the Issuer of the Bonds selected for redemption and, in
the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed.

(d) For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Bonds shall relate, in the case of any Bond redeemed or to be redeemed only
in part, to the portion of the principal of such Bond which has been or is to be redeemed.

SECTION 5.5 Notice of Redemption

(a) Unless waived by the Holders of all Bonds then Outstanding to be redeemed, notice of
redemption shall be given by first-class mail, mailed not less than 30 nor more than 60 days prior to the
redemption date, to each Holder of Bonds to be redeemed, at his address appearing in the Bond Register.

(b) All notices of redemption shall state:

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 (1) the redemption date,

(2) the redemption price,

(3) the principal amount of Bonds to be redeemed, and, if less than all Outstanding
Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective
principal amounts) of the Bonds to be redeemed,

(4) that on the redemption date the redemption price of each of the Bonds to be
redeemed will become due and payable and that the interest thereon shall cease to accrue from
and after said date,

(5) the place or places where the Bonds to be redeemed are to be surrendered for
payment of the redemption price, and

(6) any conditions to such redemption specified in accordance with the provisions of
Section 5.5(e).

(c) Notice of redemption of Bonds to be redeemed at the option of the Issuer shall be given
by the Issuer or, at the Issuers request, by the Trustee in the name and at the expense of the Issuer.
Notice of redemption of Bonds in accordance with the mandatory redemption provisions of the Bonds
shall be given by the Trustee in the name and at the expense of the Issuer.

(d) The Issuer and the Trustee shall, to the extent practical under the circumstances, comply
with the standards set forth in Securities and Exchange Commissions Exchange Act Release No. 23856
dated December 3, 1986, regarding redemption notices, provided that their failure to do so shall not in any
manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed in this
Section.

(e) A notice of optional redemption may state that the redemption of Bonds is contingent
upon specified conditions such as receipt of a specified source of funds or the occurrence of specified
events. If the conditions for such redemption are not met, the Issuer shall not be required to redeem
Bonds (or portions thereof) identified in such notice, and any Bonds surrendered on the specified
redemption date shall be returned to the Holders of such Bonds.

SECTION 5.6 Deposit of Redemption Price

On the applicable redemption date, an amount of money sufficient to pay the redemption price of
all the Bonds which are to be redeemed on that date shall be deposited with the Trustee. Such money
shall be held in trust for the benefit of the persons entitled to such redemption price and shall not be
deemed to be part of the Trust Estate.

SECTION 5.7 Bonds Payable on Redemption Date

(a) Notice of redemption having been given as aforesaid, the Bonds to be redeemed shall, on
the redemption date, become due and payable at the redemption price therein specified and from and after
such date (unless the Issuer shall default in the payment of the redemption price) such Bonds shall cease
to bear interest. Upon surrender of any such Bond for redemption in accordance with said notice such
Bond shall be paid by the Issuer at the redemption price. Installments of interest due on or prior to the
redemption date shall be payable to the Holders of the Bonds registered as such on the relevant Record
Dates according to the terms of such Bonds.

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 (b) If any Bond called for redemption shall not be paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest from the redemption date at
the Post-Default Rate.

SECTION 5.8 Bonds Redeemed in Part

Unless otherwise provided herein, any Bond which is to be redeemed only in part shall be
surrendered at the Office of the Trustee with all necessary endorsements for transfer, and the Issuer shall
execute and the Trustee shall authenticate and deliver to the Holder of such Bond, without service charge,
a new Bond or Bonds of the same series and Maturity and of any Authorized Denomination or
Denominations as requested by such Holder in aggregate principal amount equal to and in exchange for
the unredeemed portion of the principal of the Bond surrendered.

ARTICLE 6

Specific Terms for Bonds

SECTION 6.1 Specific Title and Terms

(a) Title and Amount. The Bonds shall be entitled Sales Tax Revenue Bonds, Series
2016A. The aggregate principal amount of the Series 2016A Bonds which may be authenticated and
delivered and Outstanding is limited to $21,845,000.

(b) Authorized Denominations. The Bonds shall be issued in denominations of $5,000 or

any multiple thereof.

(c) Form and Number. The Bonds shall be issuable as registered bonds without coupons in
Authorized Denominations. The Bonds shall be numbered separately from 1 upward. The Bonds and the
certificate of authentication shall be substantially as set forth in Exhibit 6.1(c), with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Indenture.

(d) Maturities and Interest Rates. The Bonds shall mature on August 1 in the years 2020,
2025, 2030, and 2035. All Bonds with the same Maturity shall bear interest at the same rate. The
principal amount of Bonds maturing on each Maturity date and the applicable rate of interest for the
Bonds of each Maturity are as follows:

Year of Principal Amount Applicable

Maturity Maturing Interest Rate
2020 $2,840,000 4.00%
2025 4,845,000 5.00%
2030 6,230,000 5.25%
2035 7,930,000 5.50%

(e) Date. The Bonds shall be dated December 13, 2016.

(f) Interest Payment Dates. Interest on the Bonds shall be payable on February 1 and
August 1 in each year, beginning August 1, 2017.

(g) Regular Record Date. The interest due on any Interest Payment Date for the Bonds
shall be payable to the Holder as of the Regular Record Date for such Interest Payment Date. The

15
Regular Record Date for interest payable on any Interest Payment Date for the Bonds shall be the 15th
day (whether or not a Business Day) of the month next preceding such Interest Payment Date.

(h) Computation of Interest Accrued. The Bonds shall bear interest from their date, or the
most recent date to which interest has been paid or duly provided for, until the principal thereof shall
become due and payable, at the applicable rate per annum set forth in Section 6.1(d). Interest shall be
computed on the basis of a 360-day year with 12 months of 30 days each.

(i) Interest on Overdue Payments. Interest on overdue principal and premium and (to the
extent legally enforceable) on any overdue installment of interest on any Bond shall be payable at the
interest rate borne by such Bond.

(j) Redemption Provisions. The Bonds shall be subject to redemption prior to Maturity as
follows:

(1) Optional Redemption. Bonds maturing on August 1, 2030 or thereafter may be

redeemed in whole or in part at the option of the Issuer on or after August 1, 2026 at a redemption
price equal to 100% of the principal amount redeemed, plus accrued interest to the redemption
date.

(2) Mandatory Redemption if Sufficient Moneys on Deposit in Certain

Indenture Funds. All (but not less than all) Bonds shall be redeemed at a redemption price
equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the
redemption date if moneys in the Debt Service Fund and the Reserve Fund are sufficient to
redeem all of the Bonds then Outstanding.

(3) Scheduled Mandatory Redemption of 2020 Term Bonds. The Bonds

maturing in 2020 (2020 Term Bonds) shall be redeemed, at a redemption price equal to 100%
of the principal amount to be redeemed plus accrued interest thereon to the redemption date, on
February 1 and August 1 on the dates, and in the principal amounts (after credit as provided
below), as follows:

Date Amount
8/1/2017 $420,000

2/1/2018 305,000

8/1/2018 470,000

2/1/2019 320,000

8/1/2019 485,000

2/1/2020 335,000

______________

$505,000 of the 2020 Term Bonds

is scheduled to be retired at Maturity.

Not less than 45 or more than 60 days prior to each such scheduled mandatory redemption date
with respect to 2020 Term Bonds, the Trustee shall proceed to select for redemption, by lot, 2020
Term Bonds or portions thereof in an aggregate principal amount equal to the amount required to
16
be redeemed and shall call such 2020 Term Bonds or portions thereof for redemption on such
scheduled mandatory redemption date. The Issuer may, not less than 60 days prior to any such
scheduled mandatory redemption date, direct that any or all of the following amounts be credited
against the principal amount of 2020 Term Bonds scheduled for redemption on such date: (A) the
principal amount of 2020 Term Bonds delivered by the Issuer to the Trustee for cancellation and
not previously claimed as a credit; (B) the principal amount of 2020 Term Bonds previously
redeemed (other than 2020 Term Bonds redeemed pursuant to this paragraph) and not previously
claimed as a credit; and (C) the principal amount of Term Bonds otherwise deemed Fully Paid
and not previously claimed as a credit.

(4) Scheduled Mandatory Redemption of 2025 Term Bonds. The Bonds

maturing in 2025 (2025 Term Bonds) shall be redeemed, at a redemption price equal to 100%
of the principal amount to be redeemed plus accrued interest thereon to the redemption date, on
February 1 and August 1 on the dates, and in the principal amounts (after credit as provided
below), as follows:

Date Amount
2/1/2021 $355,000

8/1/2021 520,000

2/1/2022 375,000

8/1/2022 545,000

2/1/2023 400,000

8/1/2023 570,000

2/1/2024 420,000

8/1/2024 595,000

2/1/2025 445,000

______________

$620,000 of the 2025 Term Bonds

is scheduled to be retired at Maturity.

Not less than 45 or more than 60 days prior to each such scheduled mandatory redemption date
with respect to 2025 Term Bonds, the Trustee shall proceed to select for redemption, by lot, 2025
Term Bonds or portions thereof in an aggregate principal amount equal to the amount required to
be redeemed and shall call such 2025 Term Bonds or portions thereof for redemption on such
scheduled mandatory redemption date. The Issuer may, not less than 60 days prior to any such
scheduled mandatory redemption date, direct that any or all of the following amounts be credited
against the principal amount of 2025 Term Bonds scheduled for redemption on such date: (A) the
principal amount of 2025 Term Bonds delivered by the Issuer to the Trustee for cancellation and
not previously claimed as a credit; (B) the principal amount of 2025 Term Bonds previously
redeemed (other than 2025 Term Bonds redeemed pursuant to this paragraph) and not previously
claimed as a credit; and (C) the principal amount of Term Bonds otherwise deemed Fully Paid
and not previously claimed as a credit.

17
 (5) Scheduled Mandatory Redemption of 2030 Term Bonds. The Bonds
maturing in 2030 (2030 Term Bonds) shall be redeemed, at a redemption price equal to 100%
of the principal amount to be redeemed plus accrued interest thereon to the redemption date, on
February 1 and August 1 on the dates, and in the principal amounts (after credit as provided
below), as follows:

Date Amount
2/1/2026 $475,000

8/1/2026 645,000

2/1/2027 505,000

8/1/2027 675,000

2/1/2028 535,000

8/1/2028 710,000

2/1/2029 565,000

8/1/2029 740,000

2/1/2030 600,000

______________

$780,000 of the 2030 Term Bonds

is scheduled to be retired at Maturity.

Not less than 45 or more than 60 days prior to each such scheduled mandatory redemption date
with respect to 2030 Term Bonds, the Trustee shall proceed to select for redemption, by lot, 2030
Term Bonds or portions thereof in an aggregate principal amount equal to the amount required to
be redeemed and shall call such 2030 Term Bonds or portions thereof for redemption on such
scheduled mandatory redemption date. The Issuer may, not less than 60 days prior to any such
scheduled mandatory redemption date, direct that any or all of the following amounts be credited
against the principal amount of 2030 Term Bonds scheduled for redemption on such date: (A) the
principal amount of 2030 Term Bonds delivered by the Issuer to the Trustee for cancellation and
not previously claimed as a credit; (B) the principal amount of 2030 Term Bonds previously
redeemed (other than 2030 Term Bonds redeemed pursuant to this paragraph) and not previously
claimed as a credit; and (C) the principal amount of Term Bonds otherwise deemed Fully Paid
and not previously claimed as a credit.

(6) Scheduled Mandatory Redemption of 2035 Term Bonds. The Bonds

maturing in 2035 (2035 Term Bonds, together with the 2020 Term Bonds, the 2025 Term
Bonds, and the 2030 Term Bonds, the Term Bonds) shall be redeemed, at a redemption price
equal to 100% of the principal amount to be redeemed plus accrued interest thereon to the
redemption date, on February 1 and August 1 on the dates, and in the principal amounts (after
credit as provided below), as follows:

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 Date Amount
2/1/2031 $640,000

8/1/2031 815,000

2/1/2032 680,000

8/1/2032 855,000

2/1/2033 720,000

8/1/2033 900,000

2/1/2034 765,000

8/1/2034 945,000

2/1/2035 810,000

______________

$800,000 of the 2035 Term Bonds

is scheduled to be retired at Maturity.

Not less than 45 or more than 60 days prior to each such scheduled mandatory redemption date
with respect to 2035 Term Bonds, the Trustee shall proceed to select for redemption, by lot, 2035
Term Bonds or portions thereof in an aggregate principal amount equal to the amount required to
be redeemed and shall call such 2035 Term Bonds or portions thereof for redemption on such
scheduled mandatory redemption date. The Issuer may, not less than 60 days prior to any such
scheduled mandatory redemption date, direct that any or all of the following amounts be credited
against the principal amount of 2035 Term Bonds scheduled for redemption on such date: (A) the
principal amount of 2035 Term Bonds delivered by the Issuer to the Trustee for cancellation and
not previously claimed as a credit; (B) the principal amount of 2035 Term Bonds previously
redeemed (other than 2035 Term Bonds redeemed pursuant to this paragraph) and not previously
claimed as a credit; and (C) the principal amount of Term Bonds otherwise deemed Fully Paid
and not previously claimed as a credit.

SECTION 6.2 Book-Entry Only System; Payment Provisions

(a) The registration and payment of Bonds shall be made pursuant to the Book-Entry Only
System (the Book-Entry Only System) administered by The Depository Trust Company (DTC) in
accordance with the Letter of Representations attached to and incorporated by reference in this Indenture
as Exhibit 6.2(a) (the Letter of Representations) until such System is terminated pursuant to Section
6.2(c).

(b) While Bonds are in the Book-Entry Only System the following provisions shall apply for
purposes of this Indenture and shall supersede any contrary provisions of this Indenture:

(1) Notwithstanding the fact that DTC may hold a single physical certificate for each
stated maturity for purposes of the Book-Entry Only System, the term Bond shall mean each
separate Security (as defined in the Letter of Representations) issued pursuant to the Book-Entry

19
 Only System, and the term Holder shall mean the person identified on the records of DTC as
the owner of the related Security.

(2) The terms and limitations of this Indenture with respect to each separate Bond
shall be applicable to each separate Security registered under the Book-Entry Only System.

(3) All notices under this Indenture to Holders of Bonds from any other Financing
Participant shall be delivered by such Financing Participant to DTC for distribution by DTC in
accordance with the Letter of Representations. All notices under this Indenture to or from a
Financing Participant other than a Holder of a Bond shall be delivered directly to the Financing
Participant as provided in this Indenture and shall not be delivered through DTC or the Book-
Entry Only System.

(4) All payments of Debt Service on the Bonds shall be made by the Trustee to DTC
and shall be made by DTC to the Participants (as such term is defined in the Letter of
Representations) as provided in the Letter of Representations. All such payments shall be valid
and effective fully to satisfy and discharge the Issuers obligations with respect to such payments.

(5) The Beneficial Owners (as such term is defined in the Letter of Representations)
of the Bonds, by their acquisition of any beneficial interest in a Bond or Bonds, and the
Participants severally agree that the Issuer and the Trustee shall not have any responsibility or
obligation to any Participant or any Beneficial Owner with respect to (1) the accuracy of any
records maintained by DTC or any Participant; (2) the payment by DTC or any Participant of any
amount due to any Beneficial Owner in respect of the principal of, purchase price of, premium (if
any) and interest on the Bonds; (3) the delivery or timeliness of delivery by DTC or any
Participant of any notice due to any Beneficial Owner which is required or permitted under the
terms of this Indenture to be given to Beneficial Owners; or (4) any consent given or other action
taken by DTC or its nominee, as owner.

(c) If the Issuer and the Trustee concur that it would be in the best interests of the Holders of
the Bonds for the Book-Entry Only System to be discontinued (in whole or in part), such Book-Entry
Only System shall be discontinued (in whole or in part) in accordance with the provisions of the Letter of
Representations. In addition, the Book-Entry Only System may be discontinued (in whole or in part) at
any time by any Financing Participant acting alone in accordance with the Letter of Representations.

(d) If the Book-Entry Only System is discontinued, except as otherwise provided in this
Section with respect to Wire Transfer rights, payment of interest on the Bonds which is due on any
Interest Payment Date shall be made by check or draft mailed by the Trustee to the persons entitled
thereto at their addresses appearing in the Bond Register. Such payments of interest shall be deemed
timely made if so mailed on the Interest Payment Date (or, if such Interest Payment Date is not a Business
Day, on the Business Day next following such Interest Payment Date). Payment of the principal of (and
premium, if any, on) the Bonds and payment of accrued interest on the Bonds due upon redemption on
any date other than an Interest Payment Date shall be made only upon surrender thereof at the Office of
the Trustee.

(e) Upon the written request of the Holder of Bonds in an aggregate principal amount of not
less than $100,000, the Trustee will make payment of the Debt Service due on such Bonds by Wire
Transfer, provided that:

(1) such request contains adequate instructions for the method of payment, and

20
 (2) payment of the principal of (and redemption premium, if any, on) such Bonds
and payment of the accrued interest on such Bonds due upon redemption on any date other than
an Interest Payment Date shall be made only upon surrender of such Bonds to the Trustee.

SECTION 6.3 Execution, Authentication, Delivery and Dating

(a) The Bonds shall be executed on behalf of the Issuer by its Chair or Vice Chair under its
corporate seal reproduced thereon and attested by its Secretary or Assistant Secretary. The signature of
any of these officers on the Bonds may be manual or, to the extent permitted by law, facsimile. Bonds
bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the
Issuer shall bind the Issuer, notwithstanding that such individuals or any of them shall have ceased to hold
such offices prior to the authentication and delivery of such Bonds or shall not have held such offices at
the date of such Bonds.

(b) At any time and from time to time after the execution and delivery of this Indenture, the
Issuer may deliver Bonds executed by the Issuer to the Trustee for authentication and the Trustee shall
authenticate and deliver such Bonds as in this Indenture provided and not otherwise.

(c) No Bond shall be secured by, or be entitled to any lien, right or benefit under, this
Indenture or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of
authentication substantially in the form provided for herein, executed by the Trustee by manual signature,
and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond
has been duly authenticated and delivered hereunder.

SECTION 6.4 Proceeds From Sale of Bonds

The proceeds from the sale of the Bonds to the original purchaser or purchasers thereof shall be
applied as follows:

(a) The amount received as accrued interest shall be deposited in the Debt Service
Fund.

(b) The Reserve Fund Requirement, as specified by an Authorized Issuer

Representative, shall be deposited in the Reserve Fund.

(c) The amount specified by an Authorized Issuer Representative shall be deposited

in the Costs of Issuance Fund.

(d) The balance of such proceeds shall be deposited in the Acquisition Fund.

SECTION 6.5 Description of Bond-Financed Facilities

(a) The Bond-Financed Facilities are described in Exhibit 6.5(a).

(b) The Issuer may cause changes or amendments to be made in the description of the
Bond-Financed Facilities and may add items to, or delete items from, the list of Bond-Financed Facilities
contained in Exhibit 6.5(a), provided that (1) the Issuer delivers to the Trustee a resolution adopted by the
Issuers governing body specifying such changes, amendments, additions or deletions, (2) such action
will not change the nature of the Bond-Financed Facilities to the extent that they would not qualify for
financing under the Enabling Law, and (3) the Issuer delivers to the Trustee a Favorable Tax Opinion.

21
 ARTICLE 7

No Additional Bonds

This Indenture authorizes a single series of Bonds. No additional bonds may be issued pursuant
to this Indenture.

ARTICLE 8

Indenture Funds

SECTION 8.1 Revenue Fund

(a) There is hereby established a special trust fund which shall be designated the Revenue
Fund. The Trustee shall be the depository, custodian and disbursing agent for the Revenue Fund.

(b) The Issuer shall deposit, or cause to be deposited, all Sales Tax Revenues in the Revenue
Fund. The Issuer shall take all actions as the Trustee may deem necessary or desirable in order to ensure
that all Sales Tax Revenues are delivered to the Trustee for deposit in the Revenue Fund. Should the
Issuer receive any Sales Tax Revenues, the Issuer shall immediately deliver such receipts to the Trustee,
together with certifications sufficient to enable the Trustee to deposit the receipts in the proper Indenture
Fund or account.

(c) The Trustee shall administer the Revenue Fund as described in this Section 8.1. All Sales
Tax Revenues shall be deposited in the Revenue Fund. On or before the twenty-fifth (25th) day of each
month and on such other dates as the Issuer shall direct the Trustee, the Trustee shall disburse funds as
follows from the Revenue Fund:

(1) First: The Trustee shall deposit in the Debt Service Fund-Interest Subaccount an
amount that, together with the balance already on deposit in such subaccount, will equal the
interest payable on the Bonds on the next Interest Payment Date.

(2) Second: The Trustee shall deposit in the Debt Service Fund-Principal
Subaccount an amount that, together with the balance already on deposit in such subaccount, will
equal the principal amount of Bonds maturing or subject to scheduled mandatory redemption on
the next Bond Payment Date.

(3) Third: The Trustee shall deposit in the Rebate Fund an amount that, together
with the balance already on deposit in such fund, will equal the Required Rebate as determined
by the Issuer.

(4) Fourth: The Trustee shall deposit in the Reserve Fund an amount (if any) as
shall be required to make the balance in the Reserve Fund equal to the Reserve Fund
Requirement.

(5) Fifth: The Trustee shall deposit in the Administrative Expense Fund an amount
that, together with the balance already on deposit in such fund, will equal the Administrative
Expenses of the Issuer as set forth in a written request delivered by the Issuer to the Trustee.

(6) Sixth: The Trustee shall transfer the balance (if any) in the Revenue Fund to the
Company with notice of such to the Issuer.

22
 (d) The Trustee is entitled to rely conclusively upon any request or direction from the Issuer
received in accordance with this Section 8.1, but the Issuer shall provide to the Trustee such officers
certificates, documents, agreements, invoices or other information of any kind or nature as are necessary
in order for the Trustee to carry out its responsibilities under this Section. In the event that the Issuer fails
to provide such certifications or take such actions, the Trustee is hereby appointed as attorney-in-fact of
the Issuer for such purposes and shall be entitled to take such actions and obtain such information for and
in the name of the Issuer as is necessary in order to carry out such responsibilities; provided, however,
that this appointment shall not impose any obligations upon Trustee to take any such actions.

SECTION 8.2 Debt Service Fund

(a) There is hereby established a special trust fund which shall be designated the Debt
Service Fund. The Trustee shall be the depository, custodian and disbursing agent for the Debt Service
Fund. Deposits to the Debt Service Fund are to be made pursuant to Section 8.1. There is further hereby
established within the Debt Service Fund two subaccounts, one designated the Debt Service Fund-
Interest Subaccount and the other designated the Debt Service Fund-Principal Subaccount.

(b) On each Bond Payment Date money in the Debt Service Fund shall be applied by the
Trustee to pay Debt Service on the Bonds.

SECTION 8.3 Administrative Expense Fund

(a) There is hereby established a special trust fund which shall be designated the
Administrative Expense Fund. The Trustee shall be the depository, custodian and disbursing agent for
the Administrative Expense Fund. Deposits to the Administrative Expense Fund are to be made pursuant
to Section 8.1.

(b) Money in the Administrative Expense Fund shall be paid out by the Trustee from time to
time for the purpose of paying Administrative Expenses upon delivery to the Trustee of a requisition
substantially in the form attached as Exhibit 8.3(b), executed by an Authorized Issuer Representative;
provided, however, that the Trustee may pay itself for Administrative Expenses due it without requisition.

(c) After an Authorized Issuer Representative certifies to the Trustee that money remaining
in the Administrative Expense Fund is not needed to pay Administrative Expenses, any balance remaining
in the Administrative Expense Fund shall be deposited in the Revenue Fund.

SECTION 8.4 Rebate Fund

(a) There is hereby established a special trust fund which shall be designated the Rebate
Fund. The Trustee shall be the depository, custodian and disbursing agent for the Rebate Fund.
Deposits to the Rebate Fund are to be made pursuant to Section 8.1.

(b) Money in the Rebate Fund shall be paid out by the Trustee from time to time for the
purpose of paying the Required Rebate upon delivery to the Trustee of a requisition substantially in the
form attached as Exhibit 8.4(b), executed by an Authorized Issuer Representative.

(c) After an Authorized Issuer Representative certifies to the Trustee that money remaining
in the Rebate Fund is not needed to pay the Required Rebate, any balance remaining in the Rebate Fund
shall be deposited in the Revenue Fund.

23
 SECTION 8.5 Reserve Fund

There is hereby established a special trust fund which shall be designated the Reserve Fund.
The Trustee shall be the depository, custodian and disbursing agent for the Reserve Fund. An initial
deposit to the Reserve Fund is to be made pursuant to Section 6.4. Subsequent deposits to the Reserve
Fund are to be made pursuant to Section 8.1 and, to the extent necessary to maintain the Reserve Fund
Requirement in the Reserve Fund, pursuant to Section 8.5(b)(2).

(b) Deposits to the Reserve Fund shall be made on the following dates (each such date being
referred to as a funding date):

(1) On the date of issuance of the Bonds (the initial funding date), a deposit shall be
made to the Reserve Fund in an amount equal to the Reserve Fund Requirement.

(2) On or before the twenty-fifth (25th) day of each month after the initial funding
date, pursuant to Section 8.1(c), the Issuer shall deposit in the Reserve Fund such additional
amount (if any) as shall be required to make the balance in the Reserve Fund equal to the Reserve
Fund Requirement.

(c) Withdrawals from the Reserve Fund shall be made as follows:

(1) On each Bond Payment Date money in the Reserve Fund shall be transferred to
the Debt Service Fund and applied by the Trustee to pay Debt Service on the Bonds, but only if
and to the extent that funds available in the Debt Service Fund are not sufficient for such purpose
and payment from the Reserve Fund is necessary to prevent a default in the payment of such Debt
Service.

(2) Investment earnings from the Reserve Fund shall be transferred to the Debt
Service Fund so long as the balance in the Reserve Fund, after giving effect to such transfer, is
not less than the Reserve Fund Requirement.

(3) Upon request of the Issuer, the amount by which the balance in the Reserve Fund
exceeds the Reserve Fund Requirement on any funding date shall be deposited in the Debt
Service Fund and shall be applied to the redemption of as many Bonds as possible on the next
date on which the Bonds are subject to redemption and for which the required notice of
redemption can be given, and the balance remaining, if any, after such redemption shall be
applied to the payment of Debt Service on the Bonds on the next ensuing Bond Payment Date.

(d) The Reserve Fund Requirement and the balance in the Reserve Fund shall be
determined as follows:

(1) On the initial funding date the Issuer shall deliver to the Trustee a certificate of
the Issuers chief financial officer stating the Reserve Fund Requirement as of such date, based on
Bonds Outstanding on such funding date. At the option of the Issuer, a certificate of the Issuers
chief financial officer may be delivered to the Trustee on any other funding date stating the
Reserve Fund Requirement as of such date. The Reserve Fund Requirement shall be determined
according to the most recent certificate delivered to the Trustee.

(2) The balance in the Reserve Fund on each funding date shall be determined by
valuing Qualified Investments on deposit at fair market value as of such date. Any Qualified
Investments deposited in the Reserve Fund shall be valued at fair market value on the date of
deposit.

24
 SECTION 8.6 Costs of Issuance Fund

(a) There is hereby established with the Trustee a trust fund which shall be designated the
Costs of Issuance Fund. A deposit to the Costs of Issuance Fund is to be made pursuant to Section 6.4.

(b) Money in the Costs of Issuance Fund shall be paid out by the Trustee from time to time
for the purpose of paying Costs of Issuance with respect to the Bonds and upon delivery to the Trustee of
a requisition substantially in the form attached as Exhibit 8.6(b), executed by an Authorized Issuer
Representative.

(c) After an Authorized Issuer Representative certifies to the Trustee that money remaining
in the Costs of Issuance Fund is not needed to pay Costs of Issuance with respect to the Bonds, any
balance remaining in the Costs of Issuance Fund shall be deposited in the Acquisition Fund.

SECTION 8.7 Acquisition Fund

(a) There is hereby established with the Trustee a trust fund which shall be designated the
Acquisition Fund. A deposit to the Acquisition Fund is to be made pursuant to Section 6.4.

(b) Money in the Acquisition Fund shall be paid out by the Trustee from time to time for the
purpose of paying Acquisition Costs (including reimbursement of the Issuer for any such costs paid by it)
upon delivery to the Trustee of a requisition substantially in the form attached as Exhibit 8.6(b), executed
by an Authorized Issuer Representative and which may be accompanied by the certifications of the
District Engineer, if any, prescribed by the Development Agreement, provided the Trustee may rely upon
a requisition executed by an Authorized Issuer Reprsentative in making disbursements hereunder and
shall have no obligation to review any certifications of the District Engineer accompanying such
requisition.

(c) After an Authorized Issuer Representative certifies to the Trustee that remaining proceeds
of the Bonds are not needed to pay Acquisition Costs, any balance remaining in the Acquisition Fund
shall be deposited in the Debt Service Fund and shall be applied to the payment of Debt Service on the
Bonds on the next ensuing Bond Payment Date.

SECTION 8.8 Money for Bond Payments to be Held in Trust; Repayment of

Unclaimed Money

(a) If money is on deposit in the Debt Service Fund on any Bond Payment Date sufficient to
pay Debt Service on the Bonds due and payable on such Date, but the Holder of any Bond that matures on
such Date or that is subject to redemption on such Date fails to surrender such Bond to the Trustee for
payment of Debt Service due and payable on such Date, the Trustee shall segregate and hold in trust for
the benefit of the person entitled thereto money sufficient to pay the Debt Service due and payable on
such Bond on such Date. Money so segregated and held in trust shall not be a part of the Trust Estate and
shall not be invested, but shall constitute a separate trust fund for the benefit of the persons entitled to
such Debt Service.

(b) Any money held in trust by the Trustee for the payment of Debt Service on any Bond
pursuant to this Section and remaining unclaimed for 3 years after such Debt Service has become due and
payable shall be paid to the Issuer upon request of an Authorized Issuer Representative; and the Holder of
such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof,
and all liability of the Trustee with respect to such trust money shall thereupon cease; provided, however,
that the Trustee, before being required to make any such payment to the Issuer, may at the expense of the
Issuer cause to be published once, in a newspaper of general circulation in the city where the Office of the

25
Trustee is located, notice that such money remains unclaimed and that, after a date specified therein, any
unclaimed balance of such money then remaining will be paid to the Issuer.

ARTICLE 9

Investment of Indenture Funds

SECTION 9.1 Investment of Indenture Funds

(a) Except as otherwise expressly provided in this Indenture, any money held as part of an
Indenture Fund shall be invested or reinvested in Qualified Investments by the Trustee in accordance with
the instructions of the Issuer, to the extent that such investment is, in the opinion of the Issuer, feasible
and consistent with the purposes for which such Fund was created. Any investment made with money on
deposit in an Indenture Fund shall be held by or under control of the Fund custodian and shall be deemed
at all times a part of the Indenture Fund where such money was on deposit, and the interest and profits
realized from such investment shall be credited to such Fund and any loss resulting from such investment
shall be charged to such Fund.

(b) Any investment of money in the Indenture Funds may be made by the Trustee through its
own bond department, investment department or other commercial banking department providing
investment services.

(c) The Trustee shall follow the instructions of the Issuer with respect to investments of the
Indenture Funds as provided in this Section, but the Trustee shall not be responsible for (1) determining
that any such investment complies with the arbitrage limitations imposed by Section 148 of the Internal
Revenue Code, or (2) calculating the amount of, or making payment of, any rebate or yield reduction
payments due to the United States under Section 148 of the Internal Revenue Code.

(d) Any cash balances remaining in an Indenture Fund shall be kept continuously secured by
holding on deposit as collateral security therefor Federal Securities having a market value at least equal at
all times to the amount to be secured thereby, unless such cash is kept on deposit in U.S. dollar
denominated deposit accounts and certificates of deposit with banks or savings associations that are
qualified public depositories under Chapter 14A of Title 41 of the Code of Alabama 1975.

SECTION 9.2 Application of Funds After Indenture Indebtedness Fully Paid

After all Indenture Indebtedness has been Fully Paid, any money or investments remaining in the
Indenture Funds or otherwise constituting part of the Trust Estate shall be paid to the Issuer.

ARTICLE 10

Representations and Covenants

SECTION 10.1 General Representations

The Issuer makes the following representations and warranties as the basis for the undertakings
on its part herein contained:

(a) Under the provisions of the Enabling Law and its certificate of incorporation, it
has the power to consummate the transactions contemplated by the Bond Documents to which it
is a party.

26
 (b) The Bond Documents to which it is a party constitute legal, valid and binding
obligations and are enforceable against it in accordance with the terms of such instruments,
except as enforcement thereof may be limited by (1) bankruptcy, insolvency, or other similar laws
affecting the enforcement of creditors rights and (2) general principles of equity, including the
exercise of judicial discretion in appropriate cases.

SECTION 10.2 No Encumbrance on Trust Estate

The Issuer will not create or permit the creation of any pledge, lien, charge or encumbrance of
any kind on the Trust Estate or any part thereof prior to or on a parity of lien with this Indenture.

SECTION 10.3 Payment of Bonds

(a) The Issuer will duly and punctually pay, or cause to be paid, the Debt Service on the
Bonds as and when the same shall become due and will duly and punctually deposit, or cause to be
deposited, in the Indenture Funds the amounts required to be deposited therein, all in accordance with the
terms of the Bonds and this Indenture.

(b) The Issuer will not extend or consent to the extension of the time for payment of Debt
Service on the Bonds, unless such extension is consented to by the Holder of the Bond affected.

SECTION 10.4 Inspection of Records

The Issuer will at any and all times, upon the request of the Trustee, afford and procure a
reasonable opportunity for the Trustee by its representatives to inspect any books, records, reports and
other papers of the Issuer relating to the performance by the Issuer of its covenants in this Indenture, and
the Issuer will furnish to the Trustee any and all information as the Trustee may reasonably request with
respect to the performance by the Issuer of its covenants in this Indenture.

SECTION 10.5 Advances by Trustee

If the Issuer shall fail to perform any of its covenants in this Indenture, the Trustee may, but shall
not be required, at any time and from time to time, to make advances to effect performance of any such
covenant on behalf of the Issuer. Any money so advanced by the Trustee, together with interest at the
Post-Default Rate, shall be repaid upon demand and such advances shall be secured under this Indenture
prior to the Bonds.

SECTION 10.6 Corporate Existence; Merger, Consolidation, Etc.

(a) The Issuer will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence.

(b) The Issuer may consolidate with or merge into any other corporation or transfer its
property substantially as an entirety to another person if:

(1) the corporation formed by such consolidation or into which the Issuer is merged
or the person which acquires by conveyance or transfer the Issuers property substantially as an
entirety (the Successor) shall execute and deliver to the Trustee an instrument in form
recordable and acceptable to the Trustee containing an assumption by such Successor of the due
and punctual payment of the Debt Service on the Bonds and the performance and observance of
every covenant and condition of the Bond Documents to be performed or observed by the Issuer;
and

27
 (2) the Issuer shall deliver to the Trustee a Favorable Tax Opinion.

(c) Upon any consolidation or merger or any conveyance or transfer of the Issuers property
substantially as an entirety in accordance with this Section, the Successor shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same
effect as if such Successor had been named as the Issuer herein.

SECTION 10.7 Compliance with Continuing Disclosure Agreement

The Issuer will comply with the covenants and agreements on its part contained in the Continuing
Disclosure Agreement.

SECTION 10.8 Compliance with the Tax Certificate and Agreement

The Issuer will comply with the covenants and agreements on its part contained in the Tax
Certificate and Agreement.

SECTION 10.9 Completion and Maintenance of Bond-Financed Facilities

The Issuer shall complete the acquisition and construction of the Bond-Financed Facilities with
all practical dispatch and in a sound and economical manner. So long as any part of the Bond-Financed
Facilities is owned by the Issuer, the Issuer shall maintain, preserve and keep the same or cause the same
to be maintained, preserved and kept, with the appurtenances and every part and parcel thereof, in good
repair, working order and condition, and shall from time to time make, or cause to be made, all necessary
and proper repairs, replacements and renewals so that at all times the operation thereof may be properly
and advantageously conducted.

SECTION 10.10 Payment of Operating or Maintenance Costs by Others

The Issuer may permit any of the United States of America, the State of Alabama, any political
subdivision of the State of Alabama, or any of their agencies or instrumentalities, or any other person to
pay all or any part of the cost of maintaining, repairing, and operating the Bond-Financed Facilities out of
funds other than those funds pledged hereunder.

SECTION 10.11 Transfer or Encumbrance Created by the Issuer

The Issuer (a) will not sell, transfer or convey the Bond-Financed Facilities or any part thereof
and (b) will not create or permit any mortgage, lien, charge or encumbrance on the Bond-Financed
Facilities or any part thereof; provided, however, the Issuer may: (i) dispose of all or any part of the
Bond-Financed Facilities, other than a portion of the Bond-Financed Facilities the revenues to be derived
from the operation of which are pledged to the Bonds, by gift or dedication thereof to any unit of local
government, or to the State of Alabama or any agency or instrumentality of either of the foregoing or the
United States Government; and/or (ii) impose, declare or grant title to or interests in the Bond-Financed
Facilities or a portion or portions thereof in order to create ingress and egress rights and public and private
utility easements as the Issuer may deem necessary or desirable for the development, use and occupancy
of the property within the Issuer; and/or (iii) impose or declare covenants, conditions and restrictions
pertaining to the use, occupancy and operation of the Bond-Financed Facilities.

SECTION 10.12 Disposition and Substitution of Personal Property and Fixtures

If no Indenture Default exists, the Issuer shall have the right, from time to time, without any
release from or consent by the Trustee, to sell or otherwise dispose of any item of the personal property or

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fixtures constituting part of the Bond-Financed Facilities that may have become obsolete or unfit for use
or no longer useful, necessary or profitable in the conduct of the business carried on by the Issuer at the
Bond-Financed Facilities. The Issuer shall not be required to replace such personal property and fixtures.

SECTION 10.13 Construction to be on Public Lands

The Issuer covenants that no part of the Bond-Financed Facilities will be constructed on, over, or
under lands other than (i) lands good and marketable title to which is owned by the Issuer or other
appropriate entity in fee simple, (ii) lands on, over, or under which the Issuer or other appropriate entity
shall have acquired perpetual easements for the purposes of the Bond-Financed Facilities, or (iii) lands,
including public streets and highways, the right to the use and occupancy of which for such purposes shall
be vested in the Issuer or other appropriate entity by law or by valid franchises, licenses, easements, or
rights of way or other legally effective permissions or approvals.

SECTION 10.14 Observance of Accounting Standards

The Issuer covenants that all the accounts and records of the Issuer relating to the Bond-Financed
Facilities will be kept according to generally accepted accounting principles.

SECTION 10.15 Employment of Certified Public Accountant and District Engineer

(a) The Issuer shall employ or cause to be employed an Independent certified public
accountant to perform the accounting and auditing functions and duties described in Section 10.16.

(b) The Issuer shall employ or cause to be employed the District Engineer to perform the
functions and duties described in the Development Agreement and those functions and duties described in
Section 10.17.

SECTION 10.16 Financial Statements and Information

For so long as any Bonds are Outstanding, the Issuer shall provide to the Trustee the financial
statements and information described in Exhibit 10.16. The Trustee shall have no obligation to review
any information delivered to it in accordance with this Section but shall hold such information as a
repository for the Holders of the Outstanding Bonds.

SECTION 10.17 District Engineers Reports

The Issuer shall cause the District Engineer to make an inspection of the Bond-Financed Facilities
owned by the Issuer at least once in each Fiscal Year and, on or before the first day of July of each Fiscal
Year, to submit to the Issuer a report setting forth (a) its findings as to whether the portions of the
Bond-Financed Facilities owned by the Issuer have been maintained in good repair, working order, and
condition and (b) its recommendations as to the proper maintenance, repair, and operation of the
Bond-Financed Facilities owned by the Issuer during the ensuing Fiscal Year and an estimate of the
amount of money necessary for such purpose. Promptly after receipt of such reports by the Issuer, the
Issuer shall mail copies thereof to the Trustee.

SECTION 10.18 Compliance with Other Contracts and Agreements

The Issuer shall comply with and abide by all of the terms and conditions of any and all contracts
and agreements into which the Issuer enters in connection with the Bond-Financed Facilities and the
issuance of the Bonds.

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 SECTION 10.19 Insurance

The Issuer covenants and agrees that it will maintain, or cause to be maintained, insurance
(including self-insurance or self-insurance pools or trusts, if deemed prudent under the circumstances by
an Independent Insurance Consultant) covering such risks and in such amounts as, in its judgment, is
adequate to protect it and its properties and operations. The insurance required to be maintained pursuant
hereto shall be subject to the annual review and approval of an Independent Insurance Consultant, and the
Issuer shall follow any recommendations of the Independent Insurance Consultant to the extent feasible.
The insurance required to be maintained pursuant hereto shall be written or endorsed to make losses, if
any, payable to the Issuer and the Trustee and have the Trustee named as an additional insured.

ARTICLE 11

Defaults and Remedies

SECTION 11.1 Events of Default

Any one or more of the following shall constitute an event of default (an Indenture Default)
under this Indenture (whatever the reason for such event and whether it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body):

(a) failure to pay (1) the interest on any Bond when such interest becomes due and
payable, or (2) the principal of (or premium, if any, on) any Bond when such principal (or
premium, if any) becomes due and payable, whether at its stated Maturity, by declaration of
acceleration or call for redemption or otherwise; or

(b) default in the performance, or breach, of any covenant or warranty of the Issuer
in this Indenture (other than a covenant or warranty a default in the performance or breach of
which is elsewhere in this Section specifically dealt with), and continuance of such default or
breach for a period of 30 days after notice of such default or breach, stating that such notice is a
notice of default hereunder, has been given to the Issuer by the Trustee, or to the Issuer and the
Trustee by the Holders of at least 10% in principal amount of the Outstanding Bonds, unless, in
the case of a default or breach that cannot be cured by the payment of money, the Issuer initiates
efforts to correct such default or breach within 30 days from the receipt of such notice and
diligently pursues such action until the default or breach is corrected; or

(c) an Act of Bankruptcy by the Issuer; or

(d) failure to make the deposits to the Reserve Fund required by Section 8.5(b)(2).

SECTION 11.2 Remedies

(a) General; No Acceleration of Maturity. The Trustee and the Holders shall enjoy all
rights and remedies hereunder. However, neither the Trustee nor the Holders may declare the principal of
all the Bonds and the interest accrued thereon to be due and payable immediately.

(b) Rights and Remedies Cumulative. No right or remedy herein conferred upon or
reserved to the Trustee or to the Bondholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The

30
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

(c) Remedies Subject to Applicable Law. All rights, remedies and powers provided by this
Article may be exercised only to the extent that the exercise thereof does not violate any applicable
provision of law in the premises, and all the provisions of this Article are intended to be subject to all
applicable mandatory provisions of law which may be controlling in the premises and to be limited to the
extent necessary so that they will not render this Indenture invalid, unenforceable or not entitled to be
recorded, registered or filed under the provisions of any applicable law.

SECTION 11.3 Application of Money Collected

Any money collected by the Trustee pursuant to this Article and any other sums then held by the
Trustee, as part of the Trust Estate, after payment of any costs, expenses, liabilities and advances paid,
incurred or made by the Trustee in the collection of moneys and to all fees and expenses of the Trustee
pursuant to any right given or action taken under the provisions of this Indenture (including reasonable
attorneys fees and expenses), shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or
interest, upon presentation of the Bonds and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

(a) First: In the manner prescribed by Section 8.1(c); provided, however, with the
consent of the Holders of a majority in principal amount of the Bonds Outstanding, prior to
application any money collected by the Trustee pursuant to this Article and any other sums then
held by the Trustee as part of the Trust Estate in the manner prescribed by Section 8.1(c), such
money and sums may be applied first to the payment of the whole amount then due and unpaid
upon the Outstanding Bonds for principal (and premium, if any) and interest, in respect of which
or for the benefit of which such money has been collected, with interest (to the extent that such
interest has been collected by the Trustee or a sum sufficient therefor has been so collected and
payment thereof is legally enforceable at the respective rate or rates prescribed therefor in the
Bonds) on overdue principal (and premium, if any) and on overdue installments of interest; and in
case such proceeds shall be insufficient to pay in full the whole amount so due and unpaid upon
such Bonds, then to the payment of such principal (and premium, if any) and interest, without any
preference or priority, ratably according to the aggregate amount so due; provided further,
however, that payments with respect to Obligor Bonds shall be made only after all other Bonds
have been Fully Paid; and

(b) Second: To the payment of the remainder, if any, to the Company or to

whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction
may direct.

SECTION 11.4 Trustee May Enforce Claims without Possession of Bonds

All rights of action and claims under this Indenture or the Bonds may be prosecuted and enforced
by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust. Any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Bonds in respect of which such judgment has been recovered.

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 SECTION 11.5 Limitation on Suits

No Holder of any Bond shall have any right to institute any proceeding, judicial or otherwise,
under or with respect to this Indenture, or for the appointment of a receiver or trustee or for any other
remedy hereunder, unless

(a) such Holder has previously given notice to the Trustee of a continuing Indenture
Default;

(b) the Holders of not less than 25% in principal amount of the Outstanding Bonds
shall have made request to the Trustee to institute proceedings in respect of such Indenture
Default in its own name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the Outstanding Bonds;

it being understood and intended that no one or more Holders of Bonds shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the lien of this Indenture or the rights of any other Holders of Bonds, or to obtain or to seek to
obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all Outstanding Bonds.

SECTION 11.6 Unconditional Right of Bondholders to Receive Principal, Premium and

Interest

Notwithstanding any other provision in this Indenture, the Holder of any Bond shall have the
right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and
interest on such Bond on the Maturity date expressed in such Bond (or, in the case of redemption, on the
redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not
be impaired without the consent of such Holder.

SECTION 11.7 Restoration of Positions

If the Trustee or any Bondholder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason or has been
determined adversely to the Trustee or to such Bondholder, then and in every such case the Issuer, the
Trustee and the Bondholders shall, subject to any determination in such proceeding, be restored to their
former positions hereunder, and thereafter all rights and remedies of the Trustee and the Bondholders
shall continue as though no such proceeding had been instituted.

SECTION 11.8 Delay or Omission Not Waiver

No delay or omission of the Trustee or of any Holder of any Bond to exercise any right or remedy
accruing upon an Indenture Default shall impair any such right or remedy or constitute a waiver of any
such Indenture Default or an acquiescence therein. Every right and remedy given by this Article or by

32
law to the Trustee or to the Bondholders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Bondholders, as the case may be.

SECTION 11.9 Control by Bondholders

The Holders of a majority in principal amount of the Outstanding Bonds shall have the right,
during the continuance of an Indenture Default,

(a) to require the Trustee to proceed to enforce this Indenture, either by judicial
proceedings for the enforcement of the payment of the Bonds or otherwise, and

(b) to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee
hereunder, provided that

(1) such direction shall not be in conflict with any rule of law or this
Indenture,

(2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and

(3) the Trustee shall not determine that the action so directed would be
unjustly prejudicial to the Holders not taking part in such direction.

SECTION 11.10 Waiver of Past Defaults

(a) Before any judgment or decree for payment of money due has been obtained by the
Trustee, the Holders of not less than a majority in principal amount of the Outstanding Bonds may, by
notice to the Trustee and the Issuer, on behalf of the Holders of all the Bonds waive any past default
hereunder or under any other Bond Document and its consequences, except a default

(1) in the payment of Debt Service on any Bond, or

(2) in respect of a covenant or provision hereof which under Article 13 cannot be

modified or amended without the consent of the Holder of each Outstanding Bond affected.

(b) Upon any such waiver, such default shall cease to exist, and any Indenture Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 11.11 Suits to Protect the Trust Estate

The Trustee shall have power to institute and to maintain such proceedings as it may deem
expedient to prevent any impairment of the Trust Estate by any acts which may be unlawful or in
violation of this Indenture and to protect its interests and the interests of the Bondholders in the Trust
Estate and in the rents, issues, profits, revenues and other income arising therefrom, including power to
institute and maintain proceedings to restrain the enforcement of or compliance with any governmental
enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of or
compliance with such enactment, rule or order would impair the security hereunder or be prejudicial to
the interests of the Bondholders or the Trustee.

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 ARTICLE 12

The Trustee

SECTION 12.1 Certain Duties and Responsibilities of Trustee

(a) Except during the continuance of an Indenture Default,

(1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this Indenture.

(b) If an Indenture Default exists, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for
its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

(1) this subsection shall not be construed to limit the effect of Section 12.1(a);

(2) the Trustee shall not be liable for any error of judgment made in good faith,
unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a majority in principal
amount of the Outstanding Bonds relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture; and

(4) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.

SECTION 12.2 Notice of Defaults

(a) If a notice event described in Section 12.2(b) exists, the Trustee shall notify Bondholders
of such event within 30 days after the Trustee has actual knowledge of its existence; provided, however,
that the Trustee shall be protected in withholding such notice if (1) the notice event has been cured or
waived or otherwise ceases to exist before such notice is given; or (2) the Trustee determines in good faith
that the withholding of such notice is in the interest of Bondholders. For purposes of this Section, actual
knowledge of the Trustee means actual knowledge of any officer within the Corporate Trust Department

34
(or any successor group) of the Trustee, including any vice president, assistant vice president, assistant
secretary or any other officer or assistant officer of the Trustee customarily performing functions similar
to those performed by the person who at the time shall be the officer, respectively, who is responsible for
the administration of this Indenture.

(b) For purposes of this Section the following shall constitute notice events:

(1) the occurrence of an Indenture Default; and

(2) any event which is, or after notice or lapse of time or both would become, an
Indenture Default.

SECTION 12.3 Certain Rights of Trustee

Except as otherwise provided in Section 12.1:

(a) the Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, coupon or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Issuer mentioned herein shall be sufficiently
evidenced by a certificate or order executed by an Authorized Issuer Representative;

(c) whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting any action
hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon a certificate executed by an Authorized Issuer
Representative;

(d) the Trustee may consult with counsel and the written advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by the Trustee hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Bondholders pursuant to this
Indenture, unless such Bondholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, coupon or other paper or document but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books and records of the Issuer, personally or by agent or attorney; and

(g) the Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder.

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 SECTION 12.4 Not Responsible for Recitals

The recitals contained herein and in the Bonds, except the certificate of authentication on the
Bonds, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the value or condition of the Trust Estate or any
part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to
the validity or sufficiency of this Indenture or of the Bonds.

SECTION 12.5 May Hold Bonds

The Trustee in its individual or any other capacity, may become the owner or pledgee of Bonds
and may otherwise deal with the Issuer with the same rights it would have if it were not Trustee.

SECTION 12.6 Money Held in Trust

Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent expressly provided in this Indenture or required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder.

SECTION 12.7 Compensation and Reimbursement

(a) The Issuer agrees

(1) to pay to the Trustee from time to time reasonable compensation for all services
(including, to the extent necessary, extraordinary services) rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust); and

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture (including the reasonable compensation and
the expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to the Trustees negligence or bad faith.

(b) As security for the performance of the obligations of the Issuer under this Section the
Trustee shall be secured under this Indenture by a lien prior to the Bonds, and for the payment of such
compensation, expenses, reimbursements and indemnity the Trustee shall have the right to use and apply
any money held by it as a part of the Trust Estate.

SECTION 12.8 Corporate Trustee Required; Eligibility

(a) There shall at all times be a Trustee hereunder which shall (1) be a commercial bank or
trust company organized and doing business under the laws of the United States of America or of any
state, (2) be authorized under such laws to exercise corporate trust powers, and (3) be subject to
supervision or examination by federal or state authority.

(b) The Trustee must have an investment grade rating for its long-term deposits from each
Rating Agency that maintains a rating with respect to any Bonds unless each Rating Agency without such
a rating of the Trustees deposits confirms in writing that the Trustees long-term deposit rating will not
result in a reduction or withdrawal of the rating then assigned to the Bonds.

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 SECTION 12.9 Resignation and Removal; Appointment of Successor

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee

pursuant to this Article shall become effective until the acceptance of appointment by the successor
Trustee under Section 12.10.

(b) The Trustee may resign at any time by giving notice thereof to the Issuer. If an
instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

(c) The Trustee may be removed at any time by the Holders of a majority in principal
amount of the Outstanding Bonds by notice delivered to the Trustee and the Issuer. If no Indenture
Default exists, the Trustee may be removed at any time by the Issuer by notice delivered to the Trustee.

(d) If at any time:

(1) the Trustee shall cease to be eligible under Section 12.8 and shall fail to resign
after request therefor by the Issuer or by any Bondholder who has been a bona fide Holder of a
Bond for at least 6 months, or

(2) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer
shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

then, in any such case, (A) the Issuer by a resolution of its governing body may remove the Trustee, or
(B) any Bondholder who has been a bona fide Holder of a Bond for at least 6 months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, a successor Trustee shall be appointed by the Issuer. In
case all or substantially all of the Trust Estate shall be in the possession of a receiver or trustee lawfully
appointed, such receiver or trustee may similarly appoint a successor to fill such vacancy until a new
Trustee shall be so appointed by the Bondholders. If, within 1 year after such resignation, removal or
incapability or the occurrence of such vacancy, a successor Trustee shall be appointed by the Holders of a
majority in principal amount of the Outstanding Bonds, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the
successor Trustee appointed by the Issuer or by such receiver or trustee. If no successor Trustee shall
have been so appointed by the Issuer or the Bondholders and accepted appointment in the manner
hereinafter provided, any Bondholder who has been a bona fide Holder of a Bond for at least 6 months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee.

(f) The Issuer shall give notice of each resignation and each removal of the Trustee and each
appointment of a successor Trustee by mailing notice of such event by first-class mail, postage prepaid, to
the Holders of Bonds as their names and addresses appear in the Bond Register. Each notice shall include
the name of the successor Trustee and the address of the Office of the Trustee.

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 SECTION 12.10 Acceptance of Appointment by Successor

(a) Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the estates, properties, rights, powers,
trusts and duties of the retiring Trustee; but, on request of the Issuer or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument conveying and transferring
to such successor Trustee upon the trusts herein expressed all the estates, properties, rights, powers and
trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any,
provided for in Section 12.7. Upon request of any such successor Trustee, the Issuer shall execute any
and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such estates, properties, rights, powers and trusts.

(b) No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under this Article, to the extent operative.

SECTION 12.11 Merger, Conversion, Consolidation or Succession to Business

Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall
be otherwise qualified and eligible under this Article, to the extent operative, without the execution or
filing of any paper or any further act on the part of any of the parties hereto. In case any Bonds shall have
been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication and deliver the Bonds so
authenticated with the same effect as if such successor Trustee had itself authenticated such Bonds.

ARTICLE 13

Amendment of Bond Documents

SECTION 13.1 General Requirements for Amendments

The Trustee may, on behalf of the Bondholders, from time to time enter into, or consent to, an
amendment of any Bond Document only as permitted by this Article.

SECTION 13.2 Amendments Without Consent of Bondholders

An amendment of the Bond Documents for any of the following purposes may be made, or
consented to, by the Trustee without the consent of the Holders of any Bonds:

(a) to correct or amplify the description of any property at any time subject to the
lien of any Bond Document, or better to assure, convey and confirm unto any secured party any
property subject or required to be subjected to the lien of any Bond Document, or to subject to the
lien of any Bond Document, additional property; or

(b) to evidence the succession of another person to any Financing Participant and the
assumption by any such successor of the covenants of such Financing Participant (provided that

38
 the requirements of the related Bond Document for such succession and assumption are otherwise
satisfied); or

(c) to add to the covenants of any Financing Participant for the benefit of
Bondholders and to make the occurrence, or the occurrence and continuance, of a default in any
of such additional covenants an event of default under the specified Bond Documents permitting
the enforcement of all or any of the several remedies provided therein; provided, however, that
with respect to any such covenant, such amendment may provide for a particular period of grace
after default (which period may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such default or may limit the
remedies available upon such default; or

(d) to surrender any right or power conferred upon any Financing Participant other
than rights or powers for the benefit of Bondholders; or

(e) to cure any ambiguity or to correct any inconsistency, provided such action shall
not adversely affect the interests of the Holders of the Bonds; or

(f) to appoint a separate agent of the Issuer or the Trustee to perform any one or
more of the following functions: (1) registration of transfers and exchanges of Bonds, or
(2) payment of Debt Service on the Bonds; provided, however, that any such agent must be a
bank or trust company with long-term obligations, at the time such appointment is made, in one
of the three highest rating categories of at least one Rating Agency; or

(g) to conform the text of any Bond Document to any description or summary of
such Bond Document in any official statement or other offering document with respect to the
Bonds to the extent that such description or summary was intended to be a verbatim recitation of
a provision of a Bond Document.

SECTION 13.3 Amendments Requiring Consent of All Affected Bondholders

An amendment of the Bond Documents for any of the following purposes may be entered into, or
consented to, by the Trustee only with the consent of the Holder of each Bond affected:

(a) to change the stated Maturity of the principal of, or any installment of interest on,
any Bond, or reduce the principal amount thereof or the interest thereon or any premium payable
upon the redemption thereof, or change the coin or currency in which, any Bond, or the interest
thereon is payable, or impair the right to institute suit for the enforcement of any such payment on
or after the stated Maturity thereof (or, in the case of redemption, on or after the redemption
date); or

(b) to reduce the percentage in principal amount of the Outstanding Bonds, the
consent of whose Holders is required for any amendment of the Bond Documents, or the consent
of whose Holders is required for any waiver provided for in the Bond Documents; or

(c) to modify or alter the provisions of the proviso to the definition of the term
Outstanding; or

(d) to modify any of the provisions of this Section or Section 11.10, except to
increase any percentage provided thereby or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Bond affected
thereby; or

39
 (e) to permit the creation of any lien ranking prior to or on a parity with the lien of
this Indenture with respect to any of the Trust Estate or terminate the lien of this Indenture on any
property at any time subject hereto or deprive the Holder of any Bond of the security afforded by
the lien of this Indenture.

SECTION 13.4 Amendments Requiring Majority Consent of Bondholders

An amendment of the Bond Documents for any purpose not described in Sections 13.2 or 13.3
may be entered into, or consented to, by the Trustee only with the consent of the Holders of a majority in
principal amount of Bonds Outstanding.

SECTION 13.5 Discretion of Trustee

The Trustee may in its discretion determine whether or not any Bonds would be affected by any
amendment of the Bond Documents and any such determination shall be conclusive upon the Holders of
all Bonds, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall be
entitled to receive an Opinion of Counsel in making such determination and shall not be liable for any
such determination made in good faith.

SECTION 13.6 Trustee Protected by Opinion of Counsel

In executing or consenting to any amendment permitted by this Article, the Trustee shall be
entitled to receive, and, subject to Section 12.1, shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted by this Indenture.

SECTION 13.7 Amendments Affecting Trustees Personal Rights

The Trustee may, but shall not be obligated to, enter into any amendment that affects the
Trustees own rights, duties or immunities under the Bond Documents.

SECTION 13.8 Effect on Bondholders

Upon the execution of any amendment under this Article, every Holder of Bonds theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 13.9 Reference in Bonds to Amendments

Bonds authenticated and delivered after the execution of any amendment under this Article shall,
if required by such amendment or by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such amendment. New Bonds so modified as to conform to any such
amendment shall, if required by such amendment or by the Trustee, be prepared and executed by the
Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Bonds.

SECTION 13.10 Amendments Not to Affect Tax Exemption

No amendment may be made to the Bond Documents unless the Trustee receives a Favorable Tax
Opinion.

SECTION 13.11 Amendments Requiring Consent of the Company

An amendment of the Bond Documents for any of the following purposes may be entered into, or
consented to, by the Trustee only with the consent of the Company:

40
 (a) to change the stated Maturity of the principal of, or any installment of interest on,
any Bond, or increase the principal amount thereof or the interest thereon or any premium
payable upon the redemption thereof, or change the coin or currency in which, any Bond, or the
interest thereon is payable; or

(b) to increase the percentage in principal amount of the Outstanding Bonds; or

(c) to modify any of the provisions of Sections 8.1 or 11.3; or

(d) to increase the amount of the Reserve Fund Requirement or to amend the
definition of Administrative Expenses.

ARTICLE 14

Defeasance

SECTION 14.1 Payment of Indenture Indebtedness; Satisfaction and Discharge of

Indenture

(a) Whenever all Indenture Indebtedness has been Fully Paid, then (1) this Indenture and the
lien, rights and interests created hereby shall cease, determine and become null and void (except as to any
surviving rights of transfer or exchange of Bonds herein or therein provided for), and (2) the Trustee
shall, upon the request of the Issuer, execute and deliver a termination statement and such instruments of
satisfaction and discharge as may be necessary and pay, assign, transfer and deliver to the Issuer or upon
the order of the Issuer, all cash and securities then held by it hereunder as a part of the Trust Estate.

(b) A Bond shall be deemed Fully Paid if

(1) such Bond has been cancelled by the Trustee or delivered to the Trustee for
cancellation, or

(2) such Bond shall have matured or been called for redemption and, on such
Maturity date or redemption date, money for the payment of Debt Service on such Bond is held
by the Trustee in trust for the benefit of the person entitled thereto, or

(3) such Bond is alleged to have been destroyed, lost or stolen and has been replaced
as provided in Section 4.2, or

(4) a trust for the payment of such Bond has been established in accordance with
Section 14.2.

(c) Indenture Indebtedness other than Debt Service on the Bonds shall be deemed Fully
Paid whenever the Issuer has paid, or made provisions satisfactory to the Trustee for payment of, all
such Indenture Indebtedness.

SECTION 14.2 Trust for Payment of Debt Service

(a) The Issuer may provide for the payment of any Bond by establishing a trust for such
purpose with the Trustee and depositing therein cash and/or Federal Securities which (assuming the due
and punctual payment of the principal of and interest on such Federal Securities, but without
reinvestment) will provide funds sufficient to pay the Debt Service on such Bond as the same becomes
due and payable until the Maturity or redemption of such Bond; provided, however, that:

41
 (1) Such Federal Securities must not be subject to redemption prior to their
respective maturities at the option of the issuer of such Securities.

(2) If such Bond is to be redeemed prior to its Maturity, either (A) the Trustee shall
receive evidence that notice of such redemption has been given in accordance with the provisions
of this Indenture and such Bond or (B) the Issuer shall confer on the Trustee irrevocable authority
for the giving of such notice on behalf of the Issuer.

(3) If the interest rate on such Bond is not fixed until the Maturity or redemption date
of such Bond, such trust must provide for the payment of interest on such Bond at the maximum
rate permitted by this Indenture for any period when interest is not fixed.

(4) Prior to the establishment of such trust the Trustee must receive a Favorable Tax
Opinion.

(5) Prior to the establishment of such trust the Trustee must receive verification from
an Indepependent accounting firm selected by the Issuer demonstrating that the principal and
interest payments on the Federal Securities in such trust, without reinvestment, together with the
cash balance in such trust remaining after purchase of such Securities, will be sufficient to make
the required payments from such trust.

(b) Any trust established pursuant to this Section may provide for payment of less than all
Bonds outstanding or less than all Bonds of any remaining series or Maturity.

(c) If any trust provides for payment of less than all Bonds of a series and Maturity, the
Bonds of such series and Maturity to be paid from the trust shall be selected by the Trustee by lot by such
method as shall provide for the selection of portions (in Authorized Denominations) of the principal of
Bonds of such series and Maturity of a denomination larger than the smallest Authorized Denomination.
Such selection shall be made within 7 days after such trust is established. This selection process shall be
in lieu of the selection process otherwise provided with respect to redemption of Bonds. After such
selection is made, Bonds that are to be paid from such trust (including Bonds issued in exchange for such
Bonds pursuant to the transfer or exchange provisions of this Indenture) shall be identified by a separate
CUSIP number or other designation satisfactory to the Trustee. The Trustee shall notify Holders whose
Bonds (or portions thereof) have been selected for payment from such trust and shall direct such
Bondholders to surrender their Bonds to the Trustee in exchange for Bonds with the appropriate
designation. The selection of Bonds for payment from such trust pursuant to this Section shall be
conclusive and binding on the Financing Participants.

(d) Cash and/or Federal Securities deposited with the Trustee pursuant to this Section shall
not be a part of the Trust Estate but shall constitute a separate, irrevocable trust fund for the benefit of the
Holder of the Bond to be paid from such fund.

ARTICLE 15

Miscellaneous

SECTION 15.1 Notices

(a) Any request, demand, authorization, direction, notice, consent, waiver or other document
provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, any of the
Financing Participants must (except as otherwise expressly provided in this Indenture) be in writing and
be delivered by one of the following methods: (1) by personal delivery, (2) by first-class, registered or

42
certified mail, or (3) by facsimile transmission. Any specific reference in this instrument to written
notice shall not be construed to mean that any other notice may be oral, unless oral notice is specifically
permitted by this instrument under the circumstances. If this instrument permits any oral notice to the
Trustee, such notice must be delivered or given to a corporate trust officer to be effective. The hand
delivery address, mailing address and (if applicable) facsimile transmission number for receipt of notice
or other documents by such parties are set forth in Exhibit 15.1(a). Any of such parties may change the
address or number for receiving any such notice or other document by giving notice of the change to the
other parties named in this Section.

(b) Any notice or other document shall be deemed delivered when actually received by the
party to whom directed at the address or number specified pursuant to this Section, or, if sent by mail,
3 days after such notice or document is deposited in the United States mail, addressed as provided above.

SECTION 15.2 Notices to Bondholders; Waiver

(a) Where this Indenture provides for giving of notice to Bondholders of any event, such
notice must (unless otherwise herein expressly provided) be in writing and mailed, first-class postage
prepaid, to such Bondholder at the address of such Bondholder as it appears in the Bond Register, not
later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice;
provided that, so long as the Bonds are held by DTC or any other depository, such notice may be given by
electronic means.

(b) In any case where notice to Bondholders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Bondholder shall affect the sufficiency of
such notice with respect to other Bondholders. Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Bondholders shall
be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

SECTION 15.3 Successors and Assigns

All covenants and agreements in this Indenture by the Issuer shall bind its successors and assigns,
whether so expressed or not.

SECTION 15.4 Benefits of Indenture

Nothing in this Indenture or in the Bonds, express or implied, shall give to any person, other than
the parties hereto and their successors hereunder, the Company, and the Holders of the Outstanding
Bonds any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 15.5 Electronic Storage

The parties hereto agree that the transactions described herein may be conducted and related
documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other
reproductions of original executed documents shall be deemed to be authentic and valid counterparts of
such original documents for all purposes, including the filing of any claim, action or suit in the
appropriate court of law.

43
 IN WITNESS WHEREOF, the Issuer and the Trustee have caused this instrument to be duly
executed, and, if applicable, their respective corporate seals to be hereunto affixed and attested.

THE IMPROVEMENT DISTRICT OF THE CITY

OF MOBILE MCGOWIN PARK PROJECT

By:

Title:

[S E A L]

Attest:

By:

Title:

UMB BANK, NATIONAL ASSOCIATION

By:

Title:

[S E A L]

Attest:

By:

Title:

This instrument was prepared by:

Jospeh (Jodie) E. Smith

Maynard, Cooper & Gale, P.C.
1901 Sixth Avenue North
Suite 2400 Regions/Harbert Plaza
Birmingham, Alabama 35203-2618
(205) 254-1000

44
STATE OF _______________
_________________ COUNTY

I, ____________________________________, a Notary Public in and for said County in said

State, do hereby certify that ________________________________, whose name as
______________________________ of The Improvement District of the City of Mobile McGowin
Park Project, an Alabama public corporation, is signed to the foregoing instrument and who is known to
me, acknowledged before me on this day that, being informed of the contents of said instrument, he, as
such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand this the ________ day of _________________, 2016.

Notary Public

NOTARIAL SEAL

My commission expires:_____________

STATE OF _____________________
_______________________ COUNTY

I, ______________________________________________, a Notary Public in and for said

County, in said State, hereby certify that ________________________________, whose name as
_________________________________________________ of UMB Bank, National Association, a
national banking association, is signed to the foregoing instrument, and who is known to me,
acknowledged before me on this day that, being informed of the contents of said instrument, he, as such
officer and with full authority, executed the same voluntarily for and as the act of said banking
association.

Given under my hand this the _________ day of ________________, 2016.

Notary Public

NOTARIAL SEAL

My commission expires:_____________

45
 EXHIBIT 6.1(c)

Form of Bonds
NOTICE: Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York
corporation (DTC), to The Improvement District of the City of Mobile McGowin Park Project or its agent for
registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

The Improvement District of the City of Mobile McGowin Park Project

Sales Tax Revenue Bonds, Series 2016A

No. _____________

Maturity Date Interest Rate CUSIP

____________ ___________ ___________

THE IMPROVEMENT DISTRICT OF THE CITY OF MOBILE MCGOWIN PARK

PROJECT, an Alabama public corporation (the Issuer, which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby promises to pay to

_________________________________________,

or registered assigns, the principal sum of

_______________________________ DOLLARS

on the Maturity Date specified above and to pay interest hereon from the date hereof, or the most recent
date to which interest has been paid or duly provided for, until the principal hereof shall become due and
payable, at the applicable per annum rate of interest specified above. Interest shall be payable on
February 1 and August 1 in each year, beginning August 1, 2017, and shall be computed on the basis of a
360-day year with 12 months of 30 days each.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture hereinafter referred to, be paid to the person in whose name this bond is
registered at the close of business on the Regular Record Date for such interest, which shall be the 15th
day (whether or not a Business Day) of the month next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered
Holder on such Regular Record Date, and shall be paid to the person in whose name this bond is
registered at the close of business on a Special Record Date for the payment of such defaulted interest to
be fixed by the Trustee, notice of such Special Record Date being given to Holders of the Bonds not less
than 10 days prior to such Special Record Date.

Interest shall be payable on overdue principal (and premium, if any) on this bond and (to the
extent legally enforceable) on any overdue installment of interest on this bond at the rate borne by this
bond.

Exhibit 6.1(c), Page 1 of 5

 Payment of Debt Service on this bond shall be made by the applicable method specified in the
Indenture. All such payments shall be made in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private debts.

This bond is one of a duly authorized issue of bonds of the Issuer, aggregating $21,845,000 in
principal amount, designated Sales Tax Revenue Bonds, Series 2016A (the Bonds) and issued under
and pursuant to a Trust Indenture dated December 1, 2016 (the Indenture), between the Issuer and
UMB Bank, National Association, a national banking association (the Trustee, which term includes any
successor trustee under the Indenture). Capitalized terms not otherwise defined herein shall have the
meaning assigned in the Indenture.

The Bonds and all other payment obligations under the Indenture are limited obligations of
the Issuer payable solely out of the Sales Tax Revenues described in the Indenture.

The Bonds do not constitute or give rise to an indebtedness or a pecuniary liability of, and
do not constitute a charge against the general credit or taxing powers of, the City of Mobile.

Copies of the Bond Documents are on file at the Office of the Trustee, and reference is hereby
made to such instruments for a description of the properties pledged and assigned, the nature and extent of
the security, the respective rights thereunder of the Holders of the Bonds and the Financing Participants,
and the terms upon which the Bonds are, and are to be, authenticated and delivered.

In the manner and with the effect provided in the Indenture, the Bonds will be subject to
redemption prior to Maturity as follows:

[Insert redemption provisions

from Section 6.1(j)]

If less than all Bonds Outstanding are to be redeemed pursuant to the applicable optional
redemption provisions, the principal amount of Bonds of each Maturity to be redeemed may be specified
by the Issuer by written notice to the Trustee, or, in the absence of timely receipt by the Trustee of such
notice, shall be selected by the Trustee by lot or by such other method as the Trustee shall deem fair and
appropriate; provided, however, that the principal amount of Bonds of each Maturity to be redeemed must
be in an Authorized Denomination.

If less than all Bonds with the same Maturity are to be redeemed, the particular Bonds of such
Maturity to be redeemed shall be selected by the Trustee by lot or by such other method as the Trustee
shall deem fair and appropriate and which may provide for the selection for redemption of portions (in
Authorized Denominations) of the principal of Bonds of such Maturity of a denomination larger than the
smallest Authorized Denomination.

Upon any partial redemption of any Bond the same shall, except as otherwise permitted by the
Indenture, be surrendered in exchange for one or more new Bonds of the same series and Maturity and in
authorized form for the unredeemed portion of principal. Bonds (or portions thereof as aforesaid) for
whose redemption and payment provision is made in accordance with the Indenture shall thereupon cease
to be entitled to the lien of the Indenture and shall cease to bear interest from and after the date fixed for
redemption.

Any redemption shall be made upon at least 30 days notice in the manner and upon the terms and
conditions provided in the Indenture.

Exhibit 6.1(c), Page 2 of 5

 If an Indenture Default, as defined in the Indenture, shall occur, the principal of all Bonds then
Outstanding may become or be declared due and payable in the manner and with the effect provided in
the Indenture.

The Indenture permits the amendment of the Bond Documents and waivers of past defaults under
such instruments and the consequences of such defaults, in certain circumstances without consent of
Bondholders and in other circumstances with the consent of all Bondholders or a specified percentage of
Bondholders. Any such consent or waiver by the Holder of this bond shall be conclusive and binding
upon such Holder and upon all future Holders of this bond and of any bond issued in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon this bond.

The Holder of this bond shall have no right to enforce the provisions of the Indenture, or to
institute any action to enforce the covenants therein, or to take any action with respect to any default
thereunder, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as
provided in the Indenture.

As provided in the Indenture and subject to certain limitations therein set forth, this bond is
transferable on the Bond Register maintained at the Office of the Trustee, upon surrender of this bond for
transfer at such office, together with all necessary endorsements for transfer, and thereupon one or more
new Bonds of the same series and Maturity, of any Authorized Denominations and for a like aggregate
principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein set forth, the Bonds are
exchangeable for other Bonds of the same series and Maturity, of any Authorized Denominations and of a
like aggregate principal amount, as requested by the Holder surrendering the same.

No service charge shall be made for any transfer or exchange hereinbefore referred to, but the
Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

The Issuer and the Trustee may treat the person in whose name this bond is registered as the
owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether
or not this bond is overdue, and neither the Issuer nor the Trustee shall be affected by notice to the
contrary.

No covenant or agreement contained in this bond or the Indenture shall be deemed to be a

covenant or agreement of any officer, agent or employee of the Issuer, and neither any member of the
governing body of the Issuer nor any officer executing this bond shall be liable personally on this bond or
be subject to any personal liability or accountability by reason of the issuance of this bond.

It is hereby certified, recited and declared that all acts, conditions and things required to exist,
happen and be performed precedent to and in the execution and delivery of the Indenture and issuance of
this bond do exist, have happened and have been performed in due time, form and manner as required by
law.

Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.

IN WITNESS WHEREOF, the Issuer has caused this bond to be duly executed under its
corporate seal.

Exhibit 6.1(c), Page 3 of 5

Dated: ______________.

THE IMPROVEMENT DISTRICT OF THE CITY

OF MOBILE MCGOWIN PARK PROJECT

By:
Chair
[SEAL]

Attest:

Assistant Secretary

Certificate of Authentication

This is one of the Bonds referred to in the within-mentioned Indenture.

Date of authentication:_________________

UMB BANK, NATIONAL ASSOCIATION,

as Trustee

By
Authorized Officer

Assignment

For value received, __________________________________________ hereby sell(s), assign(s)

and transfer(s) unto [Please insert name and taxpayer identification number]
______________________________________________ this bond and hereby irrevocably constitute(s)
and appoint(s) _______________________________ attorney to transfer this bond on the books of the
within named Issuer at the office of the within named Trustee, with full power of substitution in the
premises.

Exhibit 6.1(c), Page 4 of 5

 Dated: ________________________

NOTE: The name signed to this assignment must

correspond with the name of the payee written on the
face of the within bond in all respects, without alteration,
enlargement or change whatsoever.

Signature Guaranteed:

(Bank or Trust Company)

By
(Authorized Officer)

*Signature(s) must be guaranteed by an eligible

guarantor institution which is a member of the
recognized signature guarantee program, i.e., Securities
Transfer Agents Medallion Program (STAMP), Stock
Exchanges Medallion Program (SEMP), or New York
Stock Exchange Medallion Signature Program (MSP).

Exhibit 6.1(c), Page 5 of 5

 EXHIBIT 6.2(a)

Letter of Representations

See attached.

Exhibit 6.2(a), Page 1 of 1

 EXHIBIT 6.5(a)

Description of Bond-Financed Facilities

The Bond-Financed Facilities are the following public infrastructure improvements described
more particularly in the Engineers Report: (1) all Type B improvements, (2) all Type C improvements,
and (3) those Type A improvements not previously purchased by the Issuer with proceeds from the
Issuers Revenue Bonds, Series 2014A.

03752552.9 Exhibit 6.5(a), Page 1 of 1

 EXHIBIT 8.3(b)

Administrative Expense Fund Requisition

To: UMB Bank, National Association, as trustee under

the Indenture referred to below No. __________________

Re: $21,845,000 Sales Tax Revenue Bonds, Series 2016A, issued by The Improvement District of
the City of Mobile McGowin Park Project pursuant to a Trust Indenture dated December 1,
2016 (the Indenture)

Capitalized terms not otherwise defined herein shall have the meanings assigned in the Indenture.

Request for Payment by the Issuer

The Issuer hereby requests payment from the Administrative Expense Fund

of $___________

to

Name of payee:

Address of payee:

Such payment will be made for the following purpose(s):

(Describe purpose in reasonable detail.)

The Issuer hereby certifies that: (a) such payment is for Administrative Expenses, (b) no
Indenture Default exists, and (c) such payment will not cause or result in the violation of any covenant
contained in the Tax Certificate and Agreement.

Dated: ___________________.

THE IMPROVEMENT DISTRICT OF THE CITY

OF MOBILE MCGOWIN PARK PROJECT

By:
Authorized Issuer Representative

Exhibit 8.3(b), Page 1 of 1

 EXHIBIT 8.4(b)

Rebate Fund Requisition

To: UMB Bank, National Association, as trustee under

the Indenture referred to below No. __________________

Re: $21,845,000 Sales Tax Revenue Bonds, Series 2016A, issued by The Improvement District of
the City of Mobile McGowin Park Project pursuant to a Trust Indenture dated December 1,
2016 (the Indenture)

Capitalized terms not otherwise defined herein shall have the meanings assigned in the Indenture.

Request for Payment by the Issuer

The Issuer hereby requests payment from the Rebate Fund

of $___________

to

Name of payee:

Address of payee:

Such payment will be made for the following purpose(s):

(Describe purpose in reasonable detail.)

The Issuer hereby certifies that: (a) such payment is for Required Rebate, (b) no Indenture
Default exists, and (c) such payment will not cause or result in the violation of any covenant contained in
the Tax Certificate and Agreement.

Dated: ___________________.

THE IMPROVEMENT DISTRICT OF THE CITY

OF MOBILE MCGOWIN PARK PROJECT

By:
Authorized Issuer Representative

Exhibit 8.4(b), Page 1 of 1

 EXHIBIT 8.6(b)

Acquisition Fund/Costs of Issuance Fund Requisition

To: UMB Bank, National Association, as trustee under

the Indenture referred to below No. __________________

Re: $21,845,000 Sales Tax Revenue Bonds, Series 2016A, issued by The Improvement District of
the City of Mobile McGowin Park Project pursuant to a Trust Indenture dated December 1,
2016 (the Indenture)

Capitalized terms not otherwise defined herein shall have the meanings assigned in the Indenture.

Request for Payment by the Issuer

The Issuer hereby requests payment from

[ ] the Acquisition Fund or

[ ] the Costs of Issuance Fund

of $___________

to

Name of payee:

Address of payee:

Such payment will be made for the following purpose(s):

(Describe purpose in reasonable detail.)

The Issuer hereby certifies that: (a) such payment is for (in the case of payments from the
Acquisition Fund) Acquisition Costs or (in the case of payments from the Costs of Issuance Fund) Costs
of Issuance, (b) no Indenture Default exists, and (c) such payment will not cause or result in the violation
of any covenant contained in the Tax Certificate and Agreement.

Dated: ___________________.

THE IMPROVEMENT DISTRICT OF THE CITY

OF MOBILE MCGOWIN PARK PROJECT

By:
Authorized Issuer Representative

Exhibit 8.6(b), Page 1 of 1

 EXHIBIT 10.16

Financial Statements and Information

Annual budgets for the Issuers operations for each Fiscal Year, prepared and delivered prior to
the start of each Fiscal Year, and amendments thereof within 30 days after approval by the Issuer,
provided that the approval of the budget may occur after the start of the Fiscal Year, but in no event shall
approval of the budget by the Issuer occur later that 30 days after commencement of the Fiscal Year.

Exhibit 10.16, Page 1 of 1

 EXHIBIT 15.1(a)

Notices

Issuer

By hand:

By mail:

By facsimile: Not applicable

Trustee

By hand:

By mail:

By facsimile: Not applicable

Exhibit 15.1(a), Page 1 of 1

(THIS PAGE LEFT BLANK INTENTIONALLY)
FORM OF PAYING AGENT AGREEMENT AND DIRECTION
OF PAYMENT LETTER AGREEMENT (CITY)
(THIS PAGE LEFT BLANK INTENTIONALLY)
 PAYING AGENT AGREEMENT

Dated December 13, 2016

Between

MCGOWIN PARK INCENTIVE, LLC,

THE IMPROVEMENT DISTRICT OF THE CITY OF MOBILE MCGOWIN PARK

PROJECT,

and

UMB BANK, NATIONAL ASSOCIATION

 PAYING AGENT AGREEMENT

THIS PAYING AGENT AGREEMENT dated December 13, 2016 is entered into by
MCGOWIN PARK INCENTIVE, LLC, a limited liability company organized under the laws of the
State of Delaware (the Company), THE IMPROVEMENT DISTRICT OF THE CITY OF
MOBILE MCGOWIN PARK PROJECT, a public corporation organized under the laws of the State
of Alabama (the Improvement District), UMB BANK, NATIONAL ASSOCIATION, a national
banking association, in its capacity as bond trustee for the Series 2016A Bonds referred to below (the
Trustee), and UMB BANK, NATIONAL ASSOCIATION, a national banking association, in its
capacity as paying agent under this Agreement (UMB or the Paying Agent).

Recitals

A. The City of Mobile, a municipal corporation organized under the laws of the State of
Alabama (the City), has issued its Limited Obligation Project Revenue Warrant, Series 2013
(Certificate No. R-3) to the Improvement District (the Warrant) pursuant to that certain Project
Development Agreement dated as of July 23, 2013 by and between the City and McGowin Park, LLC
(the Project Agreement).

B. Simultaneously with the issuance of the Warrant, pursuant to that certain Direction of
Payment dated December 13, 2016 (the Direction of Payment), the Improvement District has directed
the City to make payments under the Warrant and the Project Agreement to the Paying Agent.

C. Simultaneously with the issuance of the Warrant, the Improvement District and the
Company have entered into that certain Participation Agreement dated December 13, 2016 (the
Participation Agreement), which sets forth certain rights and obligations of the Improvement District
and the Company with respect to the Project Agreement and the Warrant.

D. The Improvement District has duly authorized the issuance of its Sales Tax Revenue
Bonds, Series 2016A (the Series 2016A Bonds). The Series 2016A Bonds will be issued pursuant to a
Trust Indenture dated December 1, 2016 (the Indenture) between the Improvement District and the
Trustee.

E. Pursuant to this Agreement, UMB will be appointed as paying agent with respect to the
Warrant and will agree to perform the duties of such paying agent.

Agreement

NOW, THEREFORE, for and in consideration of the foregoing and the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as follows:

Section 1. Definitions

Capitalized terms not otherwise defined herein shall have the meaning assigned in the Indenture
unless a different meaning clearly appears from the context.

Section 2. Appointment and Acceptance of Responsibilities

(a) Subject to the terms and conditions contained herein and in the Indenture, the
Improvement District and the Company hereby appoint UMB as Paying Agent for the Warrant, and UMB
hereby accepts such appointment and agrees to perform all duties and obligations of the Paying Agent set
forth herein.

(b) The Paying Agent shall be protected in acting upon any paper or document believed by it
to be genuine and to have been signed by the proper official(s), and the Improvement District and the
Company shall promptly notify the Paying Agent in writing of any change in the identity or authority of
officials authorized to sign certificates, written instructions, or requests.

(c) The Paying Agent shall not be liable for any error in judgment made in good faith by an
officer or employee of the Paying Agent unless it shall be proved the Paying Agent was negligent in
ascertaining the pertinent facts or acted intentionally in bad faith. The Paying Agent shall not be under
any obligation to prosecute or defend any action or suit in connection with its duties under the Series
2016A Bonds, the Warrant, or this Agreement or in respect of the Warrant or Series 2016A Bonds, which,
in its opinion, may involve it in expense or liability, unless satisfactory security and indemnity is
furnished to the Paying Agent (except as may result from the Paying Agents own negligence or willful
misconduct). The Paying Agent shall only be responsible for performing such duties as are required by
this Agreement.

Section 3. Resignation and Removal of the Paying Agent

(a) The Paying Agent may resign at any time by giving 30 days notice to the other parties
hereto. No such resignation shall become effective until a successor Paying Agent has been appointed
and has accepted its duties and obligations hereunder.

(b) Either the Improvement District or the Company may remove the Paying Agent at any
time upon 30 days notice to the Paying Agent and the other parties hereto. No such removal shall
become effective until a successor Paying Agent has been appointed and has accepted its duties and
obligations hereunder.

(c) If the Paying Agent shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Paying Agent for any cause, the Improvement District and the
Company shall promptly appoint a successor Paying Agent. Any successor Paying Agent shall signify its
acceptance of such appointment and its assumption of the duties and obligations imposed upon it by this
Agreement by execution and delivery of an agreement or instrument satisfactory to each of the other
parties hereto.

Section 4. Payments Under Warrant/Duties of Paying Agent and Trustee

In accordance with the Direction of Payment, the City shall make payments under the Warrant,
for the benefit of the Improvement District and the Company, to the Paying Agent no later than the
twentieth (20th) day of each month. Upon receipt, the Paying Agent shall transfer such payments to the
Trustee no later than the twenty-fifth (25th) day of each month (to the extent the Paying Agent has timely
received payments from the City), the Trustee shall deposit such payments in the Revenue Fund
established under the Indenture, and the Trustee shall apply such payments in accordance with Section 8.1
of the Indenture. Finally, pursuant to Section 8.1(c) of the Indenture, the Trustee shall transfer to the
Company the balance (if any) remaining in the Revenue Fund after disbursement of funds in accordance
with Section 8.1 of the Indenture.

Section 5. No Encumbrance/Assignment of Warrant, Etc.

The Improvement District will not, without the prior consent of the Company, (a) assign the
Warrant or (b) create or permit the creation of any pledge, lien, charge or encumbrance of any kind on the

2
Warrant or the payments under the Warrant other than the pledge, lien, charge or encumbrance created
under the Indenture.

Section 6. Term of Agreement, Etc.

This Agreement shall continue in full force and effect until the final payment under the Warrant
has been received by the Paying Agent from the City and the Paying Agent has applied such final
payment pursuant to Section 8.1 of the Indenture, which final payment and application is expected on or
before July 30, 2035.

Section 7. Payment of Fees and Expenses

(a) In consideration of the ordinary services to be performed by the Paying Agent under this
Agreement, the Improvement District agrees to pay to the Paying Agent compensation in amounts as shall
be agreed to by the Improvement District and the Paying Agent and such amounts as are required to
reimburse the Paying Agent for or pay the reasonable out-of-pocket expenses (including the fees and
disbursements of its counsel) incurred pursuant to this Agreement. In addition, should it become
necessary for the Paying Agent to perform extraordinary services, the Paying Agent shall be entitled to
extra compensation therefor and reimbursement for any reasonable out-of-pocket extraordinary costs and
expenses, including, but not limited to, attorneys fees.

(b) Fees and expenses of the Paying Agent shall be paid by the Improvement District within
30 days after receipt by the Improvement District of an invoice therefor.

Section 8. Notices

(a) Any request, demand, authorization, direction, notice, consent, waiver or other document
provided or permitted by this Agreement to be made upon, given or furnished to, or filed with, any of the
parties hereto must (except as otherwise expressly provided in this Agreement) be in writing and be
delivered by one of the following methods: (1) by personal delivery, (2) by first-class, registered or
certified mail, or (3) by facsimile transmission. Any specific reference in this instrument to written
notice shall not be construed to mean that any other notice may be oral, unless oral notice is specifically
permitted by this instrument under the circumstances. The hand delivery address, mailing address and (if
applicable) facsimile transmission number for receipt of notice or other documents by such parties are set
forth in Exhibit A. Any of such parties may change the address or number for receiving any such notice
or other document by giving notice of the change to the other parties named in this Section.

(b) Any notice or other document shall be deemed delivered when actually received by the
party to whom directed at the address or number specified pursuant to this Section, or, if sent by mail, 3
days after such notice or document is deposited in the United States mail, addressed as provided above.

Section 9. Miscellaneous

(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their successors and assigns.

(b) If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.

(c) This Agreement may be executed in several counterparts, each of which shall be regarded
as an original and all of which shall constitute one and the same document.

3
 (d) This Agreement shall be governed by and construed in accordance with the laws of the
State of Alabama.

(e) The date of this Agreement is intended as and for a date for the convenient identification
of this Agreement and is not intended to indicate that this Agreement was executed and delivered on said
date.

(f) The parties hereto agree that the transactions described herein may be conducted and
related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files, and
other reproductions of original executed documents shall be deemed to be authentic and valid
counterparts of such original documents for all purposes, including the filing of any claim, action or suit
in the appropriate court of law.

4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

MCGOWIN PARK INCENTIVE, LLC

By:

Its:

THE IMPROVEMENT DISTRICT OF THE CITY

OF MOBILE MCGOWIN PARK PROJECT

By:

Its

UMB BANK, NATIONAL ASSOCIATION, as

Trustee

By:

Its

UMB BANK, NATIONAL ASSOCIATION, as

Paying Agent

By:

Its

5
 EXHIBIT A

Notices

Company

By hand and mail:

By facsimile: Not applicable

Improvement District

By hand and mail:

By facsimile: Not applicable

Trustee

By hand and mail:

By facsimile: Not applicable

Paying Agent

By hand and mail:

By facsimile: Not applicable

Exhibit A, Page 1 of 1
 December 13, 2016

City of Mobile
P.O. Box 1827
Mobile, Alabama 36633-1827
Attention: Mayor William S. Stimpson

Re: Project Development Agreement Dated July 23, 2013 between the City of Mobile
and McGowin Park, LLCDirection of Payment to Paying Agent

Ladies and Gentlemen:

Reference is made to that certain Project Development Agreement, dated July 23, 2013 (the
Project Agreement), between McGowin Park, LLC, an Alabama limited liability company (the
Developer), and the City of Mobile, an Alabama municipal corporation (the City or you), executed
and delivered in connection with the acquisition and construction of the McGowin Park Project
(Project). Capitalized terms used but not defined herein have the meaning ascribed to them under the
Project Agreement.

The City has issued its Limited Obligation Project Revenue Warrant, Series 2013 (Certificate No.
R-3) (the Warrant) to The Improvement District of the City of Mobile McGowin Park Project, a
public corporation organized under the laws of the State of Alabama (the Improvement District),
pursuant to the Project Agreement. The Improvement District does hereby authorize, instruct and direct
the City as follows:

1. All Project City Tax Payments due and payable to the Improvement District
under the terms of the Project Agreement and the Warrant on or after the date hereof (the
Effective Date) shall be paid directly to UMB Bank, National Association, a national banking
association (the Paying Agent), at the wiring instructions attached as Annex 1 hereto (the
Paying Agents Wire Instructions).

2. This instrument is self-executing, and the City is hereby instructed to (a)

commencing on the Effective Date, remit all Project City Tax Payments to the Paying Agents
Wire Instructions without further notice, consent, or action of any kind by the Improvement
District, the Paying Agent, or any other person, and (b) continue to do so until the Improvement
District revokes this instrument in writing.

If this instrument is acceptable to you, please execute the signature line in the appropriate place
and return this letter to Geoff Smith, President, The Hutton Company, 736 Cherry Street, Chattanooga,
Tennessee 37402. If you have any questions regarding this request, please direct them to Geoff Smith,
President, The Hutton Company (telephone: 423-643-9208).
 2.

We appreciate your assistance and thank you in advance for your prompt attention to this matter.

Very truly yours,

THE IMPROVEMENT DISTRICT OF THE CITY

OF MOBILE MCGOWIN PARK PROJECT

By: ______________________________________
Name: ___________________________________
Title: ____________________________________

MCGOWIN PARK, LLC

By: ______________________________________
Name: ___________________________________
Title: ____________________________________

MCGOWIN PARK INCENTIVE, LLC

By: ______________________________________
Name: ___________________________________
Title: ____________________________________
 3.

Agreed and accepted as of the date set forth below:

CITY OF MOBILE

By: _______________________________________
Name: ___________________________________
Title: ____________________________________
Date: ____________________________________
 Annex 1
Paying Agents Wiring Instructions
(THIS PAGE LEFT BLANK INTENTIONALLY)
FORM OF PAYING AGENT AGREEMENT AND DIRECTION
OF PAYMENT LETTER AGREEMENT (COUNTY)
(THIS PAGE LEFT BLANK INTENTIONALLY)
 PAYING AGENT AGREEMENT

Dated December 13, 2016

Between

MCGOWIN PARK INCENTIVE, LLC,

THE IMPROVEMENT DISTRICT OF THE CITY OF MOBILE MCGOWIN PARK

PROJECT,

and

UMB BANK, NATIONAL ASSOCIATION

 PAYING AGENT AGREEMENT

THIS PAYING AGENT AGREEMENT dated December 13, 2016 is entered into by
MCGOWIN PARK INCENTIVE, LLC, a limited liability company organized under the laws of the
State of Delaware (the Company), THE IMPROVEMENT DISTRICT OF THE CITY OF
MOBILE MCGOWIN PARK PROJECT, a public corporation organized under the laws of the State
of Alabama (the Improvement District), UMB BANK, NATIONAL ASSOCIATION, a national
banking association, in its capacity as bond trustee for the Series 2016A Bonds referred to below (the
Trustee), and UMB BANK, NATIONAL ASSOCIATION, a national banking association, in its
capacity as paying agent under this Agreement (UMB or the Paying Agent).

Recitals

A. Mobile County, a political subdivision of the State of Alabama (the County), has issued
its Limited Obligation Project Revenue Warrant, Series 2013 (Certificate No. R-3) to the Improvement
District (the Warrant) pursuant to that certain Project Development Agreement dated as of July 23,
2013 by and between the County and McGowin Park, LLC (the Project Agreement).

B. Simultaneously with the issuance of the Warrant, pursuant to that certain Direction of
Payment dated December 13, 2016 (the Direction of Payment), the Improvement District has directed
the County to make payments under the Warrant and the Project Agreement to the Paying Agent.

C. Simultaneously with the issuance of the Warrant, the Improvement District and the
Company have entered into that certain Participation Agreement dated December 13, 2016 (the
Participation Agreement), which sets forth certain rights and obligations of the Improvement District
and the Company with respect to the Project Agreement and the Warrant.

D. The Improvement District has duly authorized the issuance of its Sales Tax Revenue
Bonds, Series 2016A (the Series 2016A Bonds). The Series 2016A Bonds will be issued pursuant to a
Trust Indenture dated December 1, 2016 (the Indenture) between the Improvement District and the
Trustee.

E. Pursuant to this Agreement, UMB will be appointed as paying agent with respect to the
Warrant and will agree to perform the duties of such paying agent.

Agreement

NOW, THEREFORE, for and in consideration of the foregoing and the covenants herein made,
and subject to the conditions herein set forth, the parties hereto agree as follows:

Section 1. Definitions

Capitalized terms not otherwise defined herein shall have the meaning assigned in the Indenture
unless a different meaning clearly appears from the context.

Section 2. Appointment and Acceptance of Responsibilities

(a) Subject to the terms and conditions contained herein and in the Indenture, the
Improvement District and the Company hereby appoint UMB as Paying Agent for the Warrant, and UMB
hereby accepts such appointment and agrees to perform all duties and obligations of the Paying Agent set
forth herein.

(b) The Paying Agent shall be protected in acting upon any paper or document believed by it
to be genuine and to have been signed by the proper official(s), and the Improvement District and the
Company shall promptly notify the Paying Agent in writing of any change in the identity or authority of
officials authorized to sign certificates, written instructions, or requests.

(c) The Paying Agent shall not be liable for any error in judgment made in good faith by an
officer or employee of the Paying Agent unless it shall be proved the Paying Agent was negligent in
ascertaining the pertinent facts or acted intentionally in bad faith. The Paying Agent shall not be under
any obligation to prosecute or defend any action or suit in connection with its duties under the Series
2016A Bonds, the Warrant, or this Agreement or in respect of the Warrant or Series 2016A Bonds, which,
in its opinion, may involve it in expense or liability, unless satisfactory security and indemnity is
furnished to the Paying Agent (except as may result from the Paying Agents own negligence or willful
misconduct). The Paying Agent shall only be responsible for performing such duties as are required by
this Agreement.

Section 3. Resignation and Removal of the Paying Agent

(a) The Paying Agent may resign at any time by giving 30 days notice to the other parties
hereto. No such resignation shall become effective until a successor Paying Agent has been appointed
and has accepted its duties and obligations hereunder.

(b) Either the Improvement District or the Company may remove the Paying Agent at any
time upon 30 days notice to the Paying Agent and the other parties hereto. No such removal shall
become effective until a successor Paying Agent has been appointed and has accepted its duties and
obligations hereunder.

(c) If the Paying Agent shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Paying Agent for any cause, the Improvement District and the
Company shall promptly appoint a successor Paying Agent. Any successor Paying Agent shall signify its
acceptance of such appointment and its assumption of the duties and obligations imposed upon it by this
Agreement by execution and delivery of an agreement or instrument satisfactory to each of the other
parties hereto.

Section 4. Payments Under Warrant/Duties of Paying Agent and Trustee

In accordance with the Direction of Payment, the County shall make payments under the Warrant,
for the benefit of the Improvement District and the Company, to the Paying Agent no later than the
twentieth (20th) day of each month. Upon receipt, the Paying Agent shall transfer such payments to the
Trustee no later than the twenty-fifth (25th) day of each month (to the extent the Paying Agent has timely
received payments from the County), the Trustee shall deposit such payments in the Revenue Fund
established under the Indenture, and the Trustee shall apply such payments in accordance with Section 8.1
of the Indenture. Finally, pursuant to Section 8.1(c) of the Indenture, the Trustee shall transfer to the
Company the balance (if any) remaining in the Revenue Fund after disbursement of funds in accordance
with Section 8.1 of the Indenture.

Section 5. No Encumbrance/Assignment of Warrant, Etc.

The Improvement District will not, without the prior consent of the Company, (a) assign the
Warrant or (b) create or permit the creation of any pledge, lien, charge or encumbrance of any kind on the

2
Warrant or the payments under the Warrant other than the pledge, lien, charge or encumbrance created
under the Indenture.

Section 6. Term of Agreement, Etc.

This Agreement shall continue in full force and effect until the final payment under the Warrant
has been received by the Paying Agent from the County and the Paying Agent has applied such final
payment pursuant to Section 8.1 of the Indenture, which final payment and application is expected on or
before July 30, 2035.

Section 7. Payment of Fees and Expenses

(a) In consideration of the ordinary services to be performed by the Paying Agent under this
Agreement, the Improvement District agrees to pay to the Paying Agent compensation in amounts as shall
be agreed to by the Improvement District and the Paying Agent and such amounts as are required to
reimburse the Paying Agent for or pay the reasonable out-of-pocket expenses (including the fees and
disbursements of its counsel) incurred pursuant to this Agreement. In addition, should it become
necessary for the Paying Agent to perform extraordinary services, the Paying Agent shall be entitled to
extra compensation therefor and reimbursement for any reasonable out-of-pocket extraordinary costs and
expenses, including, but not limited to, attorneys fees.

(b) Fees and expenses of the Paying Agent shall be paid by the Improvement District within
30 days after receipt by the Improvement District of an invoice therefor.

Section 8. Notices

(a) Any request, demand, authorization, direction, notice, consent, waiver or other document
provided or permitted by this Agreement to be made upon, given or furnished to, or filed with, any of the
parties hereto must (except as otherwise expressly provided in this Agreement) be in writing and be
delivered by one of the following methods: (1) by personal delivery, (2) by first-class, registered or
certified mail, or (3) by facsimile transmission. Any specific reference in this instrument to written
notice shall not be construed to mean that any other notice may be oral, unless oral notice is specifically
permitted by this instrument under the circumstances. The hand delivery address, mailing address and (if
applicable) facsimile transmission number for receipt of notice or other documents by such parties are set
forth in Exhibit A. Any of such parties may change the address or number for receiving any such notice
or other document by giving notice of the change to the other parties named in this Section.

(b) Any notice or other document shall be deemed delivered when actually received by the
party to whom directed at the address or number specified pursuant to this Section, or, if sent by mail, 3
days after such notice or document is deposited in the United States mail, addressed as provided above.

Section 9. Miscellaneous

(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their successors and assigns.

(b) If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.

(c) This Agreement may be executed in several counterparts, each of which shall be regarded
as an original and all of which shall constitute one and the same document.

3
 (d) This Agreement shall be governed by and construed in accordance with the laws of the
State of Alabama.

(e) The date of this Agreement is intended as and for a date for the convenient identification
of this Agreement and is not intended to indicate that this Agreement was executed and delivered on said
date.

(f) The parties hereto agree that the transactions described herein may be conducted and
related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files, and
other reproductions of original executed documents shall be deemed to be authentic and valid
counterparts of such original documents for all purposes, including the filing of any claim, action or suit
in the appropriate court of law.

4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

MCGOWIN PARK INCENTIVE, LLC

By:

Its:

THE IMPROVEMENT DISTRICT OF THE CITY

OF MOBILE MCGOWIN PARK PROJECT

By:

Its

UMB BANK, NATIONAL ASSOCIATION, as

Trustee

By:

Its

UMB BANK, NATIONAL ASSOCIATION, as

Paying Agent

By:

Its

5
 EXHIBIT A

Notices

Company

By hand and mail:

By facsimile: Not applicable

Improvement District

By hand and mail:

By facsimile: Not applicable

Trustee

By hand and mail:

By facsimile: Not applicable

Paying Agent

By hand and mail:

By facsimile: Not applicable

Exhibit A, Page 1 of 1
 December 13, 2016

Mobile County Commission

P.O. Box 1443
Mobile, Alabama 36633-1443
Attention: Jerry Carl, President

Re: Project Development Agreement Dated July 23, 2013 between the Mobile County
and McGowin Park, LLCDirection of Payment to Paying Agent

Ladies and Gentlemen:

Reference is made to that certain Project Development Agreement, dated July 23, 2013 (the
Project Agreement), between McGowin Park, LLC, an Alabama limited liability company (the
Developer), and Mobile County, a political subdivision of the State of Alabama (the County or
you), executed and delivered in connection with the acquisition and construction of the McGowin Park
Project (Project). Capitalized terms used but not defined herein have the meaning ascribed to them
under the Project Agreement.

The County has issued its Limited Obligation Project Revenue Warrant, Series 2013 (Certificate
No. R-3) (the Warrant) to The Improvement District of the City of Mobile McGowin Park Project, a
public corporation organized under the laws of the State of Alabama (the Improvement District),
pursuant to the Project Agreement. The Improvement District does hereby authorize, instruct and direct
the County as follows:

1. All Project County Tax Payments due and payable to the Improvement District
under the terms of the Project Agreement and the Warrant on or after the date hereof (the
Effective Date) shall be paid directly to UMB Bank, National Association, a national banking
association (the Paying Agent), at the wiring instructions attached as Annex 1 hereto (the
Paying Agents Wire Instructions).

2. This instrument is self-executing, and the County is hereby instructed to (a)

commencing on the Effective Date, remit all Project County Tax Payments to the Paying Agents
Wire Instructions without further notice, consent, or action of any kind by the Improvement
District, the Paying Agent, or any other person, and (b) continue to do so until the Improvement
District revokes this instrument in writing.

If this instrument is acceptable to you, please execute the signature line in the appropriate place
and return this letter to Geoff Smith, President, The Hutton Company, 736 Cherry Street, Chattanooga,
Tennessee 37402. If you have any questions regarding this request, please direct them to Geoff Smith,
President, The Hutton Company (telephone: 423-643-9208).
 2.

We appreciate your assistance and thank you in advance for your prompt attention to this matter.

Very truly yours,

THE IMPROVEMENT DISTRICT OF THE CITY

OF MOBILE MCGOWIN PARK PROJECT

By: ______________________________________
Name: ___________________________________
Title: ____________________________________

MCGOWIN PARK, LLC

By: ______________________________________
Name: ___________________________________
Title: ____________________________________

MCGOWIN PARK INCENTIVE, LLC

By: ______________________________________
Name: ___________________________________
Title: ____________________________________
 3.

Agreed and accepted as of the date set forth below:

MOBILE COUNTY

By: _______________________________________
Name: ___________________________________
Title: ____________________________________
Date: ____________________________________
 Annex 1
Paying Agents Wiring Instructions
(THIS PAGE LEFT BLANK INTENTIONALLY)
 APPENDIX C

FORM OF CONTINUING DISCLOSURE AGREEMENT

(THIS PAGE LEFT BLANK INTENTIONALLY)
 __________________________________________

CONTINUING DISCLOSURE AGREEMENT

Dated as of December 1, 2016

__________________________________________

Among

THE IMPROVEMENT DISTRICT OF THE

CITY OF MOBILEMCGOWIN PARK PROJECT,

UMB BANK, NATIONAL ASSOCIATION

and

WRATHELL HUNT & ASSOCIATES, LLC

____________________________________

$21,845,000
The Improvement District of the City of Mobile
-McGowin Park Project
Sales Tax Revenue Bonds
Series 2016A

____________________________________
(THIS PAGE LEFT BLANK INTENTIONALLY)
 CONTINUING DISCLOSURE AGREEMENT

This CONTINUING DISCLOSURE AGREEMENT dated as of December 1, 2016 (the

Continuing Disclosure Agreement), is executed and delivered by The Improvement District of the
City of MobileMcGowin Park Project (the Issuer), Wrathell Hunt & Associates, LLC, as the
manager of the Issuer (the Manager), and UMB Bank, National Association, as dissemination agent
(the Dissemination Agent).

RECITALS

1. This Continuing Disclosure Agreement is executed and delivered in connection with the
issuance by the Issuer of $21,845,000 Sales Tax Revenue Bonds, Series 2016A (the Bonds) pursuant
to a Trust Indenture dated as of November 1, 2016 (the Indenture), between the Issuer and UMB
Bank, National Association, St. Louis, Missouri, as trustee (the Trustee).

2. The Issuer, Manager and the Dissemination Agent are entering into this Continuing
Disclosure Agreement for the benefit of the Beneficial Owners of the Bonds and in order to assist the
Participating Underwriter in complying with Rule 15c2-12 of the Securities and Exchange Commission.
The Issuer is the only obligated person with responsibility for continuing disclosure hereunder.

In consideration of the mutual covenants and agreements herein, the Issuer, Manager and the
Dissemination Agent covenant and agree as follows:

Section 1. Definitions. In addition to the definitions set forth in the Indenture, which apply
to any capitalized term used in this Continuing Disclosure Agreement unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:

Annual Report means any Annual Report filed by the Issuer pursuant to, and as described in,
Section 2 of this Continuing Disclosure Agreement.

Beneficial Owner means any registered owner of any Bonds and any person which (a) has the
power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds
(including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is
treated as the owner of any Bonds for federal income tax purposes.

Dissemination Agent means UMB BANK, National Association, acting in its capacity as
Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the
Issuer.

EMMA means the Electronic Municipal Market Access system for municipal securities
disclosures established and maintained by the MSRB, which can be accessed at www.emma.msrb.org.

Fiscal Year means the 12-month period beginning on October 1 and ending on September 30
or any other 12-month period selected by the Issuer as the Fiscal Year of the Issuer for financial reporting
purposes.
 Material Events means any of the events listed in Section 3(a) of this Continuing Disclosure
Agreement.

MSRB means the Municipal Securities Rulemaking Board, or any successor repository
designated as such by the Securities and Exchange Commission in accordance with the Rule.

Participating Underwriter means any of the original underwriter(s) of the Bonds required to
comply with the Rule in connection with offering of the Bonds.

Rule means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as the same may be amended from time to time.

SemiAnnual Report means a document or set of documents, in the form of Exhibit B

attached hereto, which contains updated information, provided by the Issuer or the Manager to:

(a) the information contained in the Official Statement relating to the Bonds under
the caption SUMMARY OF OWNERSHIP AND LEASES AT MCGOWIN PARK;

(b) the amount by month of Sales Tax Revenues deposited into the Revenue Fund
since the last Semi-Annual Report or since the date hereof with respect to the first Semi-Annual
Report;

(c) the amount of unleased space as a percentage of the total leasable space in
McGowin Park as of the date of the Semi-Annual Report;

(d) the status of completion or work currently underway, the number of outlots sold
and the ownership of such lots since the last Semi-Annual Report or since the date hereof with
respect to the first Semi-Annual Report;

(e) the principal amount of Bonds redeemed since the last SemiAnnual Report or
since the date hereof with respect to the first SemiAnnual Report; and

(f) the aggregate principal amount of Bonds redeemed since the date of issuance of
the Bonds.

SemiAnnual Report Date means the date which is not later than each December 1 and
June 1, commencing June 1, 2017.

Semi-Annual Reporting Period means the period from (i) April 1 through September 30 and
(ii) October 1 through March 31 of each year.

Section 2. Provision of Annual Reports and SemiAnnual Reports.

(a) The Issuer shall, or shall cause the Manager or the Dissemination Agent to, not later than
270 days after the end of the Issuers Fiscal Year, commencing with the year ending
September 30, 2017, file with the MSRB, through EMMA, the following financial
information and operating data (the Annual Report):

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 (1) The financial statements of the Issuer for the prior Fiscal Year, prepared in
accordance with accounting principles generally accepted in the United States of
America. If audited financial statements are to be prepared but are not available by
the time the Annual Report is required to be filed pursuant to this Section, the
Annual Report shall contain unaudited financial statements, and the audited
financial statements shall be filed in the same manner as the Annual Report
promptly after they become available.

(2) Any or all of the items listed above may be included by specific reference to
other documents, including official statements of debt issues with respect to
which the Issuer is an obligated person (as defined by the Rule), which have
been filed with the MSRB and are available through EMMA or the Securities
and Exchange Commission. If the document included by reference is a final
official statement, it must be available from the MSRB on EMMA. The Issuer
shall clearly identify each such other document so included by reference.

(3) In each case, the Annual Report may be submitted as a single document or as
separate documents comprising a package, and may cross-reference other
information as provided in this Section. If the Issuers Fiscal Year changes, it
shall give notice of such change in the same manner as for a Material Event
under Section 3 of this Continuing Disclosure Agreement.

(b) Not later than the date specified in subsection (a) for providing the Annual Report to the
MSRB, the Issuer shall either (i) provide, or cause the Manager to provide, the Annual
Report to the Dissemination Agent, with written instructions directing the Dissemination
Agent to file the Annual Report as specified in subsection (a), or (ii) provide, or cause
the Manager to provide, written notice to the Dissemination Agent that the Issuer or
Manager has filed the Annual Report with the MSRB or will do so prior to the deadline
specified in subsection (a).

(c) If the Dissemination Agent has not received either an Annual Report with filing
instructions or a written notice from the Issuer or the Manager that it has filed an Annual
Report with the MSRB by the 10th Business Day prior to the date required in subsection
(a) for filing the Annual Report, the Dissemination Agent shall send a notice to the
Manager and the Issuer, with a copy to the Issuers counsel, the next Business Day, such
notice to include a statement that the Dissemination Agent will file a notice substantially
in the form attached hereto as Exhibit A with the MSRB if the Issuer does not provide,
or cause the Manager to provide, to the Dissemination Agent the Annual Report no later
than noon on the date required in subsection (a) for filing the Annual Report.

(d) The Dissemination Agent shall, unless the Issuer or Manager has filed the Annual Report
with the MSRB, promptly following receipt of the Annual Report and instructions
required in subsection (b) above, file the Annual Report with the MSRB and file a report
with the Issuer certifying that the Annual Report has been filed pursuant to this
Continuing Disclosure Agreement, stating the date it was filed with the MSRB.

(e) The Dissemination Agent shall send notice, no later than the first Business Day of May
and November of each year, commencing May 2017, to the Manager and the Issuer of
the Issuers obligation to provide to the Dissemination Agent the information required

-3-
 under clauses (a), (c) and (d) of the definition of Semi-Annual Report no later than
May 15 and November 15, for the immediately preceding Semi-Annual Reporting
Period.

(f) Upon the Dissemination Agents receipt from the Manager or the Issuer of the
information required under clauses (a), (c) and (d) of the definition of Semi-Annual
Report, the Dissemination Agent shall include such information, and the information
required by clauses (b), (e) and (f) in the definition of Semi-Annual Report, in the Semi-
Annual Report filed with the MSRB, such filing to be completed by the Dissemination
Agent within 5 Business Days after receipt of the information to be provided by the
Manager or the Issuer, but in no event later than the Semi-Annual Report Date. The
Dissemination Agent shall provide a copy to the Issuer and the Manager of each Semi-
Annual Report filed with the MSRB. Pursuant to the Indenture, the Trustee has agreed
to provide to the District and the Dissemination Agent a statement each May 1 (for the
period October 1 through March 31) and November 1 (for the period April 1 through
September 30), commencing May 1, 2017, containing (i) the amount by month of the
Sales Tax Revenues deposited into the Revenue Fund since the last Semi-Annual Report
or, in the case of the first Semi-Annual Report, the date of issuance of the Series 2016
Bonds, (ii) the principal amount of Series 2016 Bonds redeemed since the last Semi-
Annual Report or, in the case of the first Semi-Annual Report, the date of issuance of the
Series 2016 Bonds and (iii) the aggregate principal amount of Series 2016 Bonds
redeemed since the date of issuance of the Series 2016 Bonds.

(g) The Dissemination Agent shall provide the Issuer and Manager, and if the Dissemination
Agent is not the Trustee, the Trustee written confirmation that the SemiAnnual Report
was provided to the MSRB in accordance with Section 2(f) of this Continuing
Disclosure Agreement.

(h) If the Dissemination Agent shall not have received the information from the Manager or
the Issuer required under clauses (a), (c) and (d) of the definition of Semi-Annual Report
by the 10th Business Day prior to the Semi-Annual Report Date, the Dissemination Agent
shall send a notice to the Manager and the Issuer the next Business Day, such notice to
include a statement that the Dissemination Agent will file a notice substantially in the
form attached hereto as Exhibit A if the Issuer does not provide or cause the Manager to
provide to the Dissemination Agent the information required under clauses (a), (c) and
(d) of the definition of Semi-Annual Report no later than noon on the Semi-Annual
Report Date.

(i) In addition to the foregoing requirements of this Section, the Issuer agrees to provide or
cause the Manager to provide copies of the most recent Annual Report and/or Semi
Annual Report to any requesting bondowner or prospective bondowner, but only after the
same have been delivered to the MSRB.

Section 3. Reporting of Material Events.

(a) No later than 10 Business Days after the occurrence of any of the following events, the
Issuer shall give, or cause to be given to the MSRB, through EMMA, notice of the
occurrence of any of the following events with respect to the Series 2016 Bonds
(Material Events):

-4-
 (1) principal and interest payment delinquencies;
(2) non-payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial difficulties;
(4) unscheduled draws on credit enhancements reflecting financial difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions; the issuance by the Internal Revenue Service 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;
(7) modifications to rights of bondholders, if material;
(8) bond calls, if material, and tender offers;
(9) defeasances;
(10) release, substitution or sale of property securing repayment of the Bonds, if
material;
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar event of the Issuer;
(13) the consummation of a merger, consolidation, or acquisition involving the Issuer
or the sale of all or substantially all of the assets of the Issuer, 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; and
(14) appointment of a successor or additional trustee or the change of name of the
trustee, if material.

(b) The Dissemination Agent shall, promptly after obtaining actual knowledge of the
occurrence of any event that it believes may constitute a Material Event, contact the
Manager and the Issuer, or such other person as the Issuer shall designate in writing to
the Dissemination Agent from time to time, and inform such person of the event, and
request that the Issuer promptly notify or cause the Manager to promptly notify the
Dissemination Agent in writing whether or not to report the event pursuant to
subsection (d). If in response to a request under this subsection (b), the Issuer
determines that the event does not constitute a Material Event, the Issuer shall so notify
or cause the Manager to so notify the Dissemination Agent in writing and instruct the
Dissemination Agent whether or not to report the occurrence pursuant to subsection (d).

(c) Whenever the Issuer or the Manager obtains knowledge of the occurrence of a Material
Event, because of a notice from the Dissemination Agent pursuant to subsection (b) or
otherwise, the Issuer and/or the Manager shall promptly notify and instruct the
Dissemination Agent in writing to report the occurrence pursuant to subsection (d).

(d) If the Dissemination Agent receives written instructions from the Issuer to report the
occurrence of a Material Event, the Dissemination Agent shall promptly file a notice of
such occurrence to the MSRB, with a copy to the Issuer and the Manager.
Notwithstanding the foregoing, notice of Material Events described in subsections (a)(8)
and (9) need not be given under this subsection any earlier than the notice (if any) of the
underlying event is given to the registered owners of affected Bonds pursuant to the
Indenture.

-5-
 Section 4. Termination of Reporting Obligation. The Issuers (and through the Issuer,
the Managers) obligations under this Continuing Disclosure Agreement shall terminate upon the legal
defeasance, prior redemption or payment in full of all of the Bonds. If the obligations of the Issuer (and
thus, the Manager) under this Continuing Disclosure Agreement are assumed in full by some other entity,
such person shall be responsible for compliance with this Continuing Disclosure Agreement in the same
manner as if it were the Issuer, and the Issuer (and Manager) shall have no further responsibility
hereunder. If such termination or substitution occurs prior to the final maturity of the Bonds, the Issuer
shall give or cause the Manager to give notice of such termination or substitution in the same manner as
for a Material Event under Section 3 of this Continuing Disclosure Agreement.

Section 5. Dissemination Agents. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Continuing Disclosure
Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor
Dissemination Agent. The Dissemination Agent may resign as dissemination agent hereunder at any time
upon 30 days prior written notice to the Issuer and the Manager. Except as otherwise provided herein,
the Dissemination Agent shall not be responsible in any manner for the content of any notice or report
(including without limitation the Annual Report or the Semi-Annual Reports) prepared by the Issuer or
the Manager pursuant to this Continuing Disclosure Agreement. The initial Dissemination Agent is
UMB BANK, NATIONAL ASSOCIATION.

Section 6. Amendment; Waiver. Notwithstanding any other provision of this Continuing

Disclosure Agreement, the Issuer, Manager and the Dissemination Agent may amend this Continuing
Disclosure Agreement and any provision of this Continuing Disclosure Agreement may be waived,
provided that Bond Counsel or other counsel experienced in federal securities law matters provides the
Issuer, Manager and the Dissemination Agent with its written opinion that the undertaking of the Issuer
contained herein, as so amended or after giving effect to such waiver, is in compliance with the Rule and
all current amendments thereto and interpretations thereof that are applicable to this Continuing
Disclosure Agreement.

In the event of any amendment or waiver of a provision of this Continuing Disclosure

Agreement, the Issuer shall describe such amendment or waiver in the next Annual Report or Semi-
Annual Report, as applicable, and shall include, as applicable, a narrative explanation of the reason for
the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles,
on the presentation) of financial information or operating data being presented by the Issuer. In addition,
if the amendment relates to the accounting principles to be followed in preparing financial statements,
(1) notice of such change shall be given in the same manner as for a Material Event under Section 3 of
this Continuing Disclosure Agreement, and (2) the Annual Report for the year in which the change is
made should present a comparison (in narrative form and also, if feasible, in quantitative form) between
the financial statements as prepared on the basis of the new accounting principles and those prepared on
the basis of the former accounting principles.

Section 7. Additional Information. Nothing in this Continuing Disclosure Agreement

shall be deemed to prevent the Issuer or Manager from disseminating any other information, using the
means of dissemination set forth in this Continuing Disclosure Agreement or any other means of
communication, or including any other information in any Annual Report or notice of occurrence of a
Material Event, in addition to that which is required by this Continuing Disclosure Agreement. If the
Issuer or Manager chooses to include any information in any Annual Report or notice of occurrence of a
Material Event, in addition to that which is specifically required by this Continuing Disclosure
Agreement, the Issuer shall not have any obligation under this Continuing Disclosure Agreement to

-6-
update such information or include it in any future Annual Report or notice of occurrence of a Material
Event.

Section 8. Default. If the Issuer, the Manager or the Dissemination Agent fails to comply
with any provision of this Continuing Disclosure Agreement, any Participating Underwriter or any
Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including
seeking mandamus or specific performance by court order, to cause the Issuer, the Manager or the
Dissemination Agent, as the case may be, to comply with its obligations under this Continuing Disclosure
Agreement. A default under this Continuing Disclosure Agreement shall not be deemed an event of
default under the Indenture or the Bonds, and the sole remedy under this Continuing Disclosure
Agreement in the event of any failure of the Issuer, the Manager or the Dissemination Agent to comply
with this Continuing Disclosure Agreement shall be an action to compel performance.

Section 9. Duties and Liabilities of Dissemination Agent. The Dissemination Agent shall
have only such duties as are specifically set forth in this Continuing Disclosure Agreement, and, to the
extent permitted by law, the Issuer agrees to indemnify and save the Dissemination Agent, its officers,
directors, employees and agents, harmless against any loss, expense and liabilities which it may incur
arising out of or in the exercise or performance of its powers and duties hereunder, including the costs
and expenses (including reasonable attorneys fees) of defending against any claim of liability as it relates
to the Issuer or the Manager, but excluding liabilities due to the Dissemination Agents negligence or
wilful misconduct. The Dissemination Agent shall not be responsible for the Issuers failure to provide
the information required under clauses (a), (c) and (d) of the definition of Semi-Annual Report. The
Dissemination Agent is not responsible for ensuring compliance with any rule or regulation of the Issuer,
the Manager or the Participating Underwriter in connection with the filing of information required
herein, but is only responsible for filing information provided by the District, the Manager and/or the
Trustee (as required under the Indenture) as provided herein. The obligations of the Issuer under this
Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. The
fees, charges and expenses of the Dissemination Agent in connection with its administration of this
Continuing Disclosure Agreement shall be paid as provided in the Indenture.

Section 10. Notices. Any notices or communications to or among any of the parties to this
Continuing Disclosure Agreement may be given by registered or certified mail, return receipt requested,
or by confirmed facsimile, or delivered in person or by overnight courier, and will be deemed given on
the second day following the date on which the notice or communication is so mailed, as follows:

To the Issuer : The Improvement District of the City of Mobile

McGowin Park Project
c/o Wrathell Hunt & Associates, LLC
2300 Glades Rd., Suite 410-W
Boca Raton, Florida 33431
Attention: Chair of the Board
Telephone: (561) 571-0010

With a copy to: Maynard, Cooper & Gale, P.C.

1901 Sixth Avenue North, Suite 2400
Birmingham, Alabama 35203
Attention: Joseph (Jodie) E. Smith, Esq.
Telephone: (205) 254-1109

-7-
 To the Manager: Wrathell Hunt & Associates, LLC
2300 Glades Rd., Suite 410-W
Boca Raton, Florida 33431
Attention: Partner
Telephone: (561) 571-0010

To the Dissemination
Agent: UMB Bank, N.A.
Two South Broadway, Suite 600
Attention: Corporate Trust Division
Telephone: (314) 612-8481

Any person may, by written notice to the other persons listed above, designate a different address
or telephone number(s) to which subsequent notices or communications should be sent.

Section 11. Beneficiaries. Subject to the limitation on remedies contained in Section 8 of

this Continuing Disclosure Agreement, this Continuing Disclosure Agreement shall inure solely to the
benefit of the Issuer, the Manager, the Dissemination Agent, the Participating Underwriter, and Beneficial
Owners from time to time of the Bonds, and shall create no rights in any other person or entity.

Section 12. Severability. If any provision in this Continuing Disclosure Agreement, the
Indenture or the Bonds shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.

Section 13. Counterparts. This Continuing Disclosure Agreement may be executed in

several counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.

Section 14. Electronic Transactions. The arrangement described herein may be conducted
and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files
and other reproductions of original documents shall be deemed to be authentic and valid counterparts of
such original documents for all purposes, including the filing of any claim, action or suit in the
appropriate court of law.

Section 15. No Pecuniary Liability; General Limitation on Issuer and Manager

Obligations.

(a) Notwithstanding the language or implication of any provision, representation, covenant

or agreement to the contrary, no provision, representation, covenant or agreement contained in this
Continuing Disclosure Agreement or any obligation herein imposed upon the Issuer or the Manager, or
the breach thereof, shall constitute or give rise to or impose upon the Issuer or the Manager a pecuniary
liability. No provision hereof shall be construed to impose a charge against the general credit of the
Issuer or any personal or pecuniary liability upon any director, officer, agent, or employee of the Issuer.

(b) ANY OTHER TERM OR PROVISION OF THIS CONTINUING DISCLOSURE

AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE
TRANSACTION WHICH IS THE SUBJECT HEREOF TO THE CONTRARY NOTWITHSTANDING,
THE ISSUER AND/OR MANAGER SHALL NOT BE REQUIRED TO TAKE OR OMIT TO TAKE,
OR REQUIRE ANY OTHER PERSON OR ENTITY TO TAKE OR OMIT TO TAKE, ANY ACTION

-8-
WHICH WOULD CAUSE IT OR ANY PERSON OR ENTITY TO BE, OR RESULT IN IT OR ANY
PERSON OR ENTITY BEING, IN VIOLATION OF ANY LAW OF THE STATE OF MISSOURI.

Section 16. Governing Law. This Continuing Disclosure Agreement shall be governed by
and construed in accordance with the laws of the State of Alabama.

[Remainder of page intentionally left blank]

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 IN WITNESS WHEREOF, the Issuer, Manager and the Dissemination Agent have caused this
Continuing Disclosure Agreement to be executed as of the day and year first above written.

Issuer:

THE IMPROVEMENT DISTRICT OF

THE CITY OF MOBILEMCGOWIN
PARK PROJECT

By: _____________________________
Name: Geoff Smith
Title: Chair

Continuing Disclosure Agreement

S-1
 Manager:

WRATHELL HUNT & ASSOCIATES, LLC

By: _____________________________
Name: _____________________________
Title: _____________________________

Continuing Disclosure Agreement

S-2
 Dissemination Agent:

UMB BANK, NATIONAL ASSOCIATION

By: _____________________________
Name: _____________________________
Title: _____________________________

Continuing Disclosure Agreement

S-3
 EXHIBIT A

NOTICE OF FAILURE TO FILE [ANNUAL] [SEMIANNUAL] REPORT

Name of Issuer: The Improvement District of the City of MobileMcGowin Park Project

Name of Bond Issue: $21,845,000 Sales Tax Revenue Bonds, Series 2016A

Name of Obligated Person: The Improvement District of the City of MobileMcGowin Park Project
(the Issuer)

Date of Issuance: December 13, 2016

NOTICE IS HEREBY GIVEN that the Issuer has not filed [an Annual] [a SemiAnnual]
Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement
dated as of December 1, 2016, among the Issuer, Wrathell Hunt & Associates, LLC, as the manager of
Issuer (the Manager), and UMB Bank, National Association, as Dissemination Agent. [The Issuer has
informed or has caused the Manager to inform the Dissemination Agent that the Issuer anticipates that
the [Annual] [Semi-Annual] Report will be filed by _____________.]

Dated: __________ ___, _____

UMB Bank, National Association., as Dissemination

Agent on behalf of The Improvement District of the City
of MobileMcGowin Park Project

cc: The Improvement District of the City of MobileMcGowin Park Project

Wrathell Hunt & Associates, LLC

A1
 EXHIBIT B

FORM OF SEMIANNUAL REPORT

Name of Issuer: The Improvement District of the City of MobileMcGowin Park Project

Name of Bond Issue: $21,845,000 Sales Tax Revenue Bonds, Series 2016A

Name of Obligated Person: The Improvement District of the City of MobileMcGowin Park Project
(the Issuer)

Date of Issuance: December 13, 2016

This report is prepared and delivered pursuant to the Continuing Disclosure Agreement dated as of
December 1, 2016 between the Issuer, Wrathell Hunt & Associates, LLC, as the manager of the Issuer,
and UMB Bank, National Association, as dissemination agent.

Date of SemiAnnual Report: _____________ __, 20__.

SemiAnnual Reporting Period From April 1 to September 30, 20__
or from October 1 to March 31, 20__

1. Below or attached hereto is updated information of the information contained in the

Official Statement relating to the Bonds under the captions SUMMARY OF OWNERSHIP AND
LEASES AT MCGOWIN PARK,

2. The following is the amount by month of Sales Tax Revenues deposited into the
Revenue Fund since [the date of the Continuing Disclosure Agreement] [the date of the last Semi-Annual
Report]:

Sales Tax Revenues

Sales Tax
Collection Revenues Project City Project County
Year Receipt2 Tax Payments1 Tax Payments1 Total3
2016 December $ $ $

2017 January
February
March
April
May
June
July
August
September
October
November
December

2018 January
February

B1
 March
April
May
June
July
August
September
October
November
December
Total $ $ $
1
Net of collection costs.
2
Reflects month in which the Issuer received Sales Tax Revenues. Sales taxes are remitted by retail entities to
the City and the County, respectively. There is a lag between remittance of sales taxes by retail entities to
the City and the County and transfer by the City and County to the Issuer. The months shown are months
that the Issuer received the Sales Tax Revenues.
3
The Sales Tax Revenues from July 2015 through December 2016 (at the time of closing on the Bonds) were
paid to an affiliate of the Developer as economic incentives associated with McGowin Park. Sales Tax
Revenues received by the Issuer from January 1, 2017 and thereafter are pledged to payment of Debt Service
on the Bonds.

3. The amount of unleased space as a percentage of the total leasable space in McGowin
Park as of the date of the Semi-Annual Report is: ________________________.

4. Below is a discussion of the status of completion or work currently underway, the

number of any lots sold and the ownership of such lots since [the date of the Continuing Disclosure
Agreement] [the date of the last Semi-Annual Report]:

5. The principal amount of Bonds redeemed since [the date of the Continuing Disclosure
Agreement] [the date of the last Semi-Annual Report] is $____________________.

6. The aggregate principal amount of Bonds redeemed since the date of issuance of the
Bonds is $____________________.

B1
 UMB BANK, NATIONAL ASSOCIATION, as
Dissemination Agent

By: _____________________________
Name: _____________________________
Title: _____________________________

THE IMPROVEMENT DISTRICT OF

THE CITY OF MOBILEMCGOWIN
PARK PROJECT

By: _____________________________
Name: _____________________________
Title: _____________________________

WRATHELL HUNT & ASSOCIATES, LLC

By: _____________________________
Name: _____________________________
Title: _____________________________

B2
 APPENDIX D

ENGINEERS REPORT
(THIS PAGE LEFT BLANK INTENTIONALLY)
(THIS PAGE LEFT BLANK INTENTIONALLY)
 DATE: 11/04/2016

TABLE OF CONTENTS PAGE

Narrative

I. Introduction 3
1. Location and General Description 3
2. District Purpose and Scope 3
3. Description of Land Use 3
II. Governmental Actions 4
III. Infrastructure Improvements 4
IV. Description of the Infrastructure 5
1. Roadway & Transportation Improvements 5
2. Stream Relocation 5
3. On-site Road & Public Parking Areas 6
4. Grading & Stormwater Management System 6
5. Water Distribution System 6
6. Sanitary Sewer System 6
V. Funding, Ownership, and Maintenance 7
VI. Capital Improvement Costs 7
VII. Conclusions and Summary Opinion 7

Appendix

Land Use Summary within the District Boundaries Table 1

Construction Costs Table 2
Construction Costs Summary Table Table 3

Location Map Exhibit 1

District Boundary Map Exhibit 2
Legal Description Exhibit 3
Roadway Improvements Exhibit 4
Government Blvd Improvements Exhibit 5
Stream Relocation Plan Exhibit 6
Water Distribution System Plan Exhibit 7
Sanitary Sewer System Plan Exhibit 8
Final Plat Exhibit 9

ENGINEERS REPORT 2
BERRY ENGINEERS LLC 3555 KEITH ST NW, SUITE 109, CLEVELAND, TN 37312 TEL. 423-790-5880
 DATE: 11/04/2016

I. Introduction

1. Location and General Description

The Improvement District of the City of Mobile McGowin Park Project (the District) is located
along Satchel Paige Boulevard in the City of Mobile, Mobile County, Alabama. The
Development within the District is known as McGowin Park.

Development of the District was completed in January 2016. The District, comprising a total
land area of 78.62 acres, is zoned Community Business (B-3), allowing permitted uses such as
retail, office, restaurants, and hotels. The District is bordered on the north by Government
Boulevard and an existing theater, on the east by McVay Drive, on the south by Bolling Brothers
Boulevard, and on the west by Interstate 65. The District is bisected by Satchel Paige Drive,
which serves as the primary access for the Development. All of the infrastructure is complete
and this report is intended to identify ownership and financing responsibilities for the District.

Exhibit 1 and 2 show the Project location and boundaries of the District.

2. District Purpose and Scope

The District was established for the purpose of financing the acquisition, construction,
maintenance and operation of a portion of the public infrastructure necessary for the commercial
development within the District. This report presents the capital improvement plan for the
District ("CIP") and its cost. A portion of these infrastructure improvements have been
completed by McGowin Park, LLC, the primary developer of the Development (the "Developer")
and will be acquired by the District with proceeds of bonds issued by the District. In addition,
the Developer has financed the acquisition and construction of the balance of the infrastructure
needed for the development that is not financed by the District.

The District infrastructure is limited to the following elements:

Satchel Paige Drive widening and associated turn lanes from Government Boulevard to
approximately 200 south of Bolling Brothers Boulevard
Various improvements along Government Boulevard, including additional turn lanes,
demolition of existing driveways, and traffic signal modifications
Stream relocation and a box culvert extension
On-site roads & public parking areas
Grading and Drainage (on-site)
Water and sewer system (on-site and off-site)
Soft costs including professional fees

A portion of the improvements funded by the District will be or have been transferred by the
District to the City of Mobile, Mobile Area Water & Sewer System (MAWSS), or the Alabama
Department of Transportation.

3. Description of Land Use

The lands within the District encompass approximately 78.62 acres. The Development is
planned to include the following uses:

Commercial/Retail/Restaurants 612,372 sf
ENGINEERS REPORT 3
BERRY ENGINEERS LLC 3555 KEITH ST NW, SUITE 109, CLEVELAND, TN 37312 TEL. 423-790-5880
 DATE: 11/04/2016

Gas Station 16 pumps

II. Government Actions

The District was established under City of Mobile Resolution No. 60-428 on September 24,
2013.

Planning and engineering are complete with all permits received. Construction documents for
the public infrastructure were prepared by Berry Engineers, LLC.

The following permits or approvals have been obtained for development of McGowin Park:

U.S. Army Corps of Engineers

Department of Army Permit (SAM-2012-01492-GAC)

Alabama Department of Environmental Management

NPDES General Permit

Alabama Department of Transportation

Agreement for Installation of Drainage Structures on Highway Right of Way
Agreement for Grading and/or Landscaping on Right of Way

City of Mobile
PUD approval
Right of Way permit
Land Disturbance permit

Mobile Area Water & Sewer System (MAWSS)

Water and Sewer approval

It is our opinion that there are no technical reasons existing at this time which would prohibit the
implementation of the plans for the Development. Construction is complete and all permit
conditions have been satisfied.

III. Infrastructure Improvements

The District infrastructure connects and interacts with the adjacent offsite roads and
transportation systems, drainage systems, water systems, and sewer systems.

The infrastructure improvements addressed by this report include infrastructure elements that
serve the District. The costs for engineering design and inspection of these elements, as well
as the cost for professional service fees and permitting fees, have been included and allocated
across each infrastructure category. The infrastructure improvements to serve the
Developments needs are listed in the following categories:

1. Roadway and Transportation Improvements including:

a. Satchel Paige Drive widening
b. Sidewalks along Satchel Paige Drive, Government Blvd, Bolling Brothers Blvd, &
McVay Drive
c. Government Boulevard turn lane additions and modifications
d. Demolition of existing driveways along Government Boulevard
ENGINEERS REPORT 4
BERRY ENGINEERS LLC 3555 KEITH ST NW, SUITE 109, CLEVELAND, TN 37312 TEL. 423-790-5880
 DATE: 11/04/2016

e. Traffic Signal modifications at Government Blvd and Satchel Paige Dr

f. Traffic Signal modifications at Government Blvd and McVay Dr

2. Stream Relocation including:

a. Clearing, Excavation, & Stabilization
b. Box Culvert Extension
c. Mitigation Fees for USACE permit

3. Onsite Roads & Public Parking Areas including:

a. Curbs, Asphalt, & Striping
b. Site Lighting
c. Landscaping & Irrigation

4. Grading and Stormwater Management System including:

a. Detention Ponds
b. Onsite Drainage Systems
c. Clearing, Import Fill Material, & Mass Grading

5. Water Distribution System including:

a. Onsite water distribution systems for potable uses and fire suppression

6. Sanitary Sewer System including:

a. Onsite sanitary sewer system

Infrastructure costs not included in this report include paving, striping, curbs, landscaping, &
sidewalks around the building areas, and secondary utilities such as electricity, natural gas, and
telephone. These items are available within the development for use by the commercial
facilities.

IV. Description of the Infrastructure

Construction of the infrastructure described below will be funded by the District:

1. Roadway and Transportation Improvements

Various offsite roadway improvements were required by the City of Mobile and ALDOT in order
to mitigate for the traffic impact that this development has on the surrounding roadways.
Satchel Paige Drive has been widened between Government Boulevard and Bolling Brothers
Boulevard from two lanes to four lanes with a center median. Roundabouts have been
constructed at the major driveway intersections and 5 sidewalks have been constructed along
each side of the road within the limits of the District. The four-lane road section for Satchel
Paige Drive tapers to match the existing road section south of Bolling Brothers. New lighting
has been provided along the widened portion of Satchel Paige Drive. An eastbound right turn
lane has been added along Government Boulevard into Satchel Paige Drive. The access from
South Beltline Highway onto Government Boulevard, across from Satchel Paige Drive, has
been closed and relocated across from McVay Drive. The associated existing eastbound left
turn lane along Government Boulevard has been removed and relocated. Both existing traffic
signals have been modified for the new layout. The existing westbound right and left turn lanes
along Government Boulevard at McVay Drive have been extended, three existing driveways
have been closed east of McVay Drive, and the existing center turn lanes east of McVay Drive

ENGINEERS REPORT 5
BERRY ENGINEERS LLC 3555 KEITH ST NW, SUITE 109, CLEVELAND, TN 37312 TEL. 423-790-5880
 DATE: 11/04/2016

has been channelized. Approximately 0.18 acres of land has been dedicated to the City for
public right of way along Satchel Paige.

2. Stream Relocation

There is an existing stream that bisects the eastern 41.82 acres of the Development. The
majority of this drainage way has been relocated into a concrete box culvert. Approximately 440
linear feet of the relocated stream is in an open ditch near Bolling Brothers Boulevard. The
District will own (i) the new concrete box culvert, which is located in an easement granted to the
District, and (ii) the land containing the open ditch portion of the relocated stream, common area
3, which encompasses approximately 1.15 acres. Stream and wetland mitigation payments
have been made as part of the US Army Corps of Engineers permit for the development of the
site are included as part of this report.

3. Onsite Roads & Public Parking Areas

Onsite transportation improvements include public parking lots and internal roads and access
drives. The public parking areas have been constructed to provide adequate parking, meeting
the City of Mobile requirements for the Development. Construction of all internal roads, drive
aisles, and parking areas include sub-base, pavement, striping, curbing, signage, landscaping,
& irrigation. The District will own the land, Lots 10 and 18, for the public parking and internal
roads, which encompasses approximately 22.91 acres.

4. Grading & Stormwater Management System

The stormwater management facilities consist of inlets, manholes, storm pipes, and detention
basins. The stormwater management system is designed to meet all the requirements of the
City of Mobile and Alabama Department of Environmental Management. The District will own
the land, common areas 1, 2, 4, 5, 6, and 7, for the pond system which encompasses
approximately 11.61 acres. All Development runoff is collected in inlets and conveyed via pipes
to the storm water ponds. Any suitable excavated material remained within the Development.
Additional fill was required for the storm system to function properly and this material was
imported from an offsite borrow area. Any unsuitable material was hauled off-site.

5. Water Distribution System

The water distribution system is composed of variable pipe sizes for drinking water service and
fire protection. The system is connected to existing public water mains along Satchel Paige
Drive and McVay Drive. With the exception of the final points of connection, all the water
distribution facilities have been constructed within the boundaries of the District.

The water distribution system is complete and has been donated by the District to the Mobile
Area Water & Sewer System (MAWSS) for operation and maintenance.

6. Sanitary Sewer System

The sanitary sewer system consists of gravity pipes and manholes. The system is connected to
existing gravity sewer mains along Satchel Paige Drive and Government Boulevard. All sewer
mains have been constructed within the boundaries of the District or within public road right of
ways.

ENGINEERS REPORT 6
BERRY ENGINEERS LLC 3555 KEITH ST NW, SUITE 109, CLEVELAND, TN 37312 TEL. 423-790-5880
 DATE: 11/04/2016

The sanitary sewer system is complete and a portion of the sanitary sewer system has been
dedicated by the District to the Mobile Area Water & Sewer System (MAWSS) for operation and
maintenance. The District will retain ownership of the remaining portion of the sanitary sewer
system and will be responsible for operation and maintenance. The cost for the private sanitary
sewer within Lot 17 (Costco parcel) is not included in this report and is owned and maintained
by the owner of this parcel.

V. Funding, Ownership, and Maintenance

The construction funding, ownership, and maintenance entities for the proposed infrastructure
improvements are set forth below. Although the District will be responsible for the operation and
maintenance of the infrastructure improvements it owns, the District expects that, initially, it will
delegate operation and maintenance responsibilities to the Developer.

Proposed Infrastructure Improvements Ownership Maintenance

Roadway & Transportation Improvements City/State City/State

Relocated Stream District District
Onsite Roads & Parking Areas District District
Stormwater Management System District District
Water Distribution System Utility Co Utility Co
Sanitary Sewer System Utility Co/District Utility Co/District

VI. Capital Improvement Costs

A summary of the actual construction costs for the Districts Improvements is provided in Table
2. The costs have been divided into three categories, Type A, Type B, and Type C, to correlate
with the proposed funding sources. Type C includes the costs for the onsite grading and
stormwater management system, Type B includes the costs for the onsite roads and parking
areas, and Type A includes the remaining portion of the infrastructure. The estimated cost for
the improvements is approximately $24,863,345, of which $6,731,265 is the value for Type A
improvements, $6,812,825 is the value for Type B improvements, and $11,319,256 is the value
for Type C improvements. Engineering and permitting costs are included in the total cost.
Costs do not include legal, administrative, financing, operation or maintenance costs. The value
of the land to be acquired by the District is based on the original purchase price of the
unimproved land by the Developer.

VII. Conclusions and Summary Opinion

The infrastructure improvements as detailed in this report are necessary for the functional
development of the District. The planning and design of the infrastructure is in accordance with
current governmental regulatory requirements. The infrastructure provides the intended
function and the construction appears to be in substantial compliance with the design,
specifications and permits. The Developer has constructed all of the improvements included in
this report. The District will need funding to acquire those District improvements included in this
report.

It is my professional opinion that the costs provided herein for the District's infrastructure
improvements are reasonable for the construction of the infrastructure improvements described
in this report and that these infrastructure improvements benefit and add value to the District.

ENGINEERS REPORT 7
BERRY ENGINEERS LLC 3555 KEITH ST NW, SUITE 109, CLEVELAND, TN 37312 TEL. 423-790-5880
 DATE: 11/04/2016

All such infrastructure costs are public improvements or community facilities as set forth in
Section 11-99A-2(6) of the Code of Alabama.

The infrastructure construction cost is based on contract amounts between the Developer and
the General Contractor. Consultants and contractors who have contributed in providing the cost
data included in this report are reputable entities within the area.

ENGINEERS REPORT 8
BERRY ENGINEERS LLC 3555 KEITH ST NW, SUITE 109, CLEVELAND, TN 37312 TEL. 423-790-5880
 DATE: 11/04/2016

APPENDIX

ENGINEERS REPORT
BERRY ENGINEERS, LLC 3555 KEITH ST NW, SUITE 109, CLEVELAND, TN 37312 TEL. 423-790-5880
 TABLE 1
LAND USE SUMMARY WITHIN THE DISTRICT BOUNDARIES

TYPE OF USE ACRES % OF TOTAL

STORMWATER DETENTION AREAS 11.61 14.8%
STREAM RELOCATION DITCH 1.15 1.5%
ROADS & PARKING AREAS 22.91 29.1%
COMMERICAL BUILDING AREAS 14.72 18.7%
ANCHOR B-1 PARCEL 14.12 18.0%
OUTPARCELS 13.93 17.7%
RIGHT OF WAY DEDICATION 0.18 0.2%
TOTAL 78.62 100%
 THE IMPROVEMENT DISTRICT OF THE CITY OF MOBILE - MCGOWIN PARK PROJECT

TABLE 2: CONSTRUCTION COSTS

Infrastructure Component Type A Costs Type B Costs Type C Costs

Satchel Paige Drive Widening $2,008,159
Government Boulevard Improvements $530,391
Sidewalks along Public Roads $198,719
West Side of Satchel Paige
Asphalt, Curbs, Striping, Site Sidewalks $910,288
Parking Lot Landscape & Irrigation $173,477
Clearing, Mass Grading, & Erosion Control $1,871,392
Storm System $1,571,422
Water System $111,196
Sewer System $45,485
East Side of Satchel Paige
Asphalt, Curbs, Striping, Site Sidewalks $2,284,170
Parking Lot Landscape & Irrigation $335,547
Clearing, Mass Grading, & Erosion Control $4,156,410
Storm System $929,408
Box Culvert & Ditch $2,079,104
Water System $88,487
Sewer System $50,259

Subtotal $5,111,800 $3,703,482 $8,528,632

Professional Fees & Permitting $282,206 $50,000 $100,000
Site General Conditions $226,740 $143,398 $430,193
Site General Items $75,046 $180,544 $541,632
Contractor OH&P (5%) $262,876 $185,174 $426,432
Stream & Wetland Mitigation $624,548
Land Costs ($111,315 per acre) $148,049 $2,550,227 $1,292,367
Total $6,731,265 $6,812,825 $11,319,256
 THE IMPROVEMENT DISTRICT OF THE CITY OF MOBILE - MCGOWIN PARK PROJECT

CONSTRUCTION COSTS

TABLE 3: SUMMARY TABLE

Infrastructure Component Total Costs

Roadway and Transportation Improvements $3,181,430
Stream Relocation $3,254,408
Onsite Roads & Public Parking Areas $6,812,825
Grading & Stormwater Management System $11,319,256
Water Distribution System $199,683
Sanitary Sewer System $95,744
Total $24,863,345
EXHIBIT 1
EXHIBIT 2 - DISTRICT BOUNDARIES
 EXHIBIT 3
PARCEL 1

BEGINNING AT THE A REBAR FOUND AT THE SOUTHEAST CORNER OF LOT 1 McGOWIN BUSINESS PARK
PHASE FOUR AS RECORDED IN MAP BOOK 106, PAGE 124 IN THE OFFICE OF THE JUDGE OF PROBATE
MOBILE COUNTY, ALABAMA; THENCE ALONG THE WEST RIGHT-OF-WAY LINE OF MCVAY DRIVE NORTH,
RUN SOUTHEASTWARDLY ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 2806.14 FEET, AN ARC
LENGTH OF 713.70 FEET (CHORD BEARS SOUTH 2552'27" EAST AND MEASURES 711.78 FEET); THENCE
RUN SOUTH 1835'17" EAST, 377.44 FEET; THENCE RUN SOUTHEASTWARDLY ALONG A CURVE TO THE
LEFT, HAVING A RADIUS OF 2217.79 FEET, AN ARC LENGTH OF 613.38 FEET (CHORD BEARS SOUTH
2630'41" EAST AND MEASURES 611.42 FEET); THENCE RUN SOUTHWESTWARDLY ALONG A CURVE TO
THE RIGHT, HAVING A RADIUS OF 50.00 FEET, AN ARC LENGTH OF 73.97 FEET (CHORD BEARS SOUTH
810'09" WEST AND MEASURES 67.41 FEET) TO A POINT ON THE NORTH RIGHT-OF-WAY LINE OF
BOLLINGS BROTHERS BOULEVARD; THENCE ALONG THE SAID NORTH RIGHT-OF-WAY LINE, RUN SOUTH
5041'55" WEST, 176.72 FEET; THENCE RUN SOUTHWESTWARDLY ALONG A CURVE TO THE LEFT,
HAVING A RADIUS OF 774.70 FEET, AN ARC LENGTH OF 417.21 FEET (CHORD BEARS SOUTH 3516'14"
WEST AND MEASURES 412.19 FEET); THENCE RUN SOUTH 1950'32" WEST, 58.10 FEET; THENCE RUN
SOUTHWESTWARDLY ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 650.00 FEET, AN ARC
LENGTH OF 207.90 FEET (CHORD BEARS SOUTH 2900'19" WEST AND MEASURES 207.02 FEET); THENCE
RUN SOUTH 3810'06" WEST, 53.68 FEET; THENCE RUN NORTHWESTWARDLY ALONG A CURVE TO THE
RIGHT, HAVING A RADIUS OF 50.00 FEET, AN ARC LENGTH OF 92.08 FEET (CHORD BEARS NORTH
8836'09" WEST AND MEASURES 79.61 FEET) TO A POINT ON THE EAST RIGHT-OF-WAY LINE OF SATCHEL
PAIGE DRIVE; THENCE ALONG THE SAID EAST RIGHT-OF-WAY LINE, RUN NORTH 3525'29" WEST, 97.95
FEET; THENCE RUN NORTHWESTWARDLY ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 3249.15
FEET, AN ARC LENGTH OF 592.04 FEET (CHORD BEARS NORTH 3012'17" WEST AND MEASURES 591.22
FEET); THENCE RUN NORTH 2459'05" WEST, 520.62 FEET; THENCE RUN NORTHWESTWARDLY ALONG A
CURVE TO THE RIGHT, HAVING A RADIUS OF 754.28 FEET, AN ARC LENGTH OF 454.55 FEET (CHORD
BEARS NORTH 742'34" WEST AND MEASURES 447.71 FEET); THENCE RUN NORTH 932'43" EAST, 41.49
FEET; THENCE RUN NORTHWESTWARDLY ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 667.47
FEET, AN ARC LENGTH OF 513.56 FEET (CHORD BEARS NORTH 1229'48" WEST AND MEASURES 500.99
FEET); THENCE RUN NORTH 3432'20" WEST, 99.75 FEET; THENCE RUN NORTHEASTWARDLY ALONG A
CURVE TO THE RIGHT, HAVING A RADIUS OF 50.00 FEET, AN ARC LENGTH OF 78.51 FEET (CHORD BEARS
NORTH 1029'15" EAST AND MEASURES 70.69 FEET) TO A POINT ON THE SOUTH RIGHT-OF-WAY LINE OF
GOVERNMENT BOULEVARD; THENCE ALONG THE SAID SOUTH RIGHT-OF-WAY LINE, RUN NORTH
5529'36" EAST, 385.53 FEET; THENCE DEPARTING THE SAID SOUTH RIGHT-OF-WAY LINE, RUN SOUTH
3423'31" EAST, 270.00 FEET; THENCE RUN NORTH 5531'12" EAST, 269.94 FEET TO THE POINT OF
BEGINNING AND CONTAINING 41.82 ACRES, MORE OR LESS.

PROP DESCRIPTIONS_08-13
PARCEL 2

COMMENCING AT A POINT WHERE THE WEST RIGHT-OF-WAY LINE OF McVAY DRIVE INTERSECTS THE
SOUTH RIGHT-OF-WAY LINE OF U.S. HIGHWAY NUMBER 90 (ALSO KNOWN AS GOVERNMENT
BOULEVARD) IN THE CITY OF MOBILE, ALABAMA; THENCE ALONG THE SAID SOUTH RIGHT-OF-WAY LINE
OF U.S. HIGHWAY NUMBER 90, RUN SOUTH 5529'36" WEST, 855.55 FEET TO ITS INTERSECTION WITH
THE WEST RIGHT-OF-WAY LINE OF SATCHEL PAIGE DRIVE; THENCE ALONG THE SAID WEST RIGHT-OF-
WAY LINE OF SATCHEL PAIGE DRIVE, RUN SOUTHEASTWARDLY ALONG A CURVE TO THE RIGHT, HAVING
A RADIUS OF 50.00 FEET, AN ARC LENGTH OF 78.51 FEET (CHORD BEARS SOUTH 7931'22" EAST AND
MEASURES 70.69 FEET); THENCE RUN SOUTH 3432'20" EAST, 99.83 FEET; THENCE RUN
SOUTHEASTWARDLY ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 567.47 FEET, AN ARC
LENGTH OF 436.62 FEET (CHORD BEARS SOUTH 1229'48" EAST AND MEASURES 425.93 FEET); THENCE
RUN SOUTH 932'43" WEST, 41.49 FEET; THENCE RUN SOUTHEASTWARDLY ALONG A CURVE TO THE
LEFT, HAVING A RADIUS OF 854.26 FEET, AN ARC LENGTH OF 343.48 FEET (CHORD BEARS SOUTH
157'53" EAST AND MEASURES 341.17 FEET) TO THE POINT OF BEGINNING OF THE PROPERTY HEREIN
DESCRIBED; THENCE CONTINUE SOUTHEASTWARDLY ALONG A CURVE TO THE LEFT, HAVING A RADIUS
OF 854.26 FEET, AN ARC LENGTH OF 171.32 FEET, CHORD BEARS SOUTH 1913'43" EAST AND
MEASURES 171.03 FEET; THENCE RUN SOUTH 2459'05" EAST, 520.64 FEET; THENCE RUN
SOUTHEASTWARDLY ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 3349.15 FEET, AN ARC
LENGTH OF 610.26 FEET, CHORD BEARS SOUTH 3012'17" EAST AND MEASURES 609.41 FEET; THENCE
RUN SOUTH 3525'29" EAST, 156.86 FEET; THENCE RUN SOUTH 3525'29" EAST, 156.86 FEET; THENCE
RUN SOUTHWESTWARDLY ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 50.00 FEET, AN ARC
LENGTH OF 64.32 FEET, CHORD BEARS SOUTH 0135'36" WEST AND MEASURES 59.97 FEET TO A POINT
ON THE NORTH RIGHT-OF-WAY LINE OF BOLLINGS BROTHERS BOULEVARD; THENCE RUN
SOUTHWESTWARDLY ALONG THE SAID NORTH RIGHT-OF-WAY LINE, RUN SOUTH 3811'03" WEST,
170.54 FEET; THENCE RUN SOUTHWESTWARDLY ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF
300.00 FEET, AN ARC LENGTH OF 97.68 FEET, CHORD BEARS SOUTH 4734'12" WEST AND MEASURES
97.25 FEET; THENCE DEPARTING THE SAID NORTH RIGHT-OF-WAY LINE, RUN NORTH 1514'17" WEST,
201.99 FEET; THENCE RUN SOUTH 7400'08" WEST, 1063.40 FEET TO A POINT ON THE EAST RIGHT-OF-
WAY LINE OF INTERSTATE HIGHWAY NUMBER 65; THENCE RUN NORTHWESTWARDLY ALONG THE SAID
EAST RIGHT-OF-WAY LINE AND ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 5879.65 FEET, AN
ARC LENGTH OF 84.26 FEET, CHORD BEARS NORTH 2102'54" WEST AND MEASURES 84.26 FEET;
THENCE RUN NORTH 2119'27" WEST, 824.44 FEET; THENCE RUN NORTH 0842'37" EAST, 591.75 FEET;
THENCE DEPARTING THE SAID EAST RIGHT-OF-WAY LINE, RUN SOUTH 8120'09" EAST, 98.90 FEET;
THENCE RUN NORTH 6840'33" EAST, 298.07 FEET; THENCE RUN SOUTH 6818'51" EAST, 269.31 FEET;
THENCE ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 160.00 FEET, AN ARC LENGTH OF 107.50
FEET, CHORD BEARS NORTH 4749'43" EAST AND MEASURES 105.49 FEET; THENCE RUN NORTH
6704'36" EAST, 57.44 FEET; THENCE ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 110.00 FEET,
AN ARC LENGTH OF 154.66 FEET, CHORD BEARS NORTH 2647'48" EAST AND MEASURES 142.24 FEET,
TO THE POINT OF BEGINNING AND CONTAINING 36.80 ACRES, MORE OR LESS.

PROP DESCRIPTIONS_08-13
PROJECT: SHEET NAME: DATE: 09/28/2015

PROJECT NO.: 13008 3555 KEITH ST NW

SUITE 109
DRAWN BY: BMB CLEVELAND, TN 37312
423-790-5880
CHECKED BY: CMB
EXHIBIT 5 - GOVERNMENT BLVD IMPROVEMENTS
PROJECT: SHEET NAME: DATE: 09/28/2015

PROJECT NO.: 13008 3555 KEITH ST NW

SUITE 109
DRAWN BY: BMB CLEVELAND, TN 37312
423-790-5880
CHECKED BY: CMB
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PROJECT: SHEET NAME: DATE: 09/28/2015

PROJECT NO.: 13008 3555 KEITH ST NW

SUITE 109
DRAWN BY: BMB CLEVELAND, TN 37312
423-790-5880
CHECKED BY: CMB
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PROJECT: SHEET NAME: DATE: 09/28/2015

PROJECT NO.: 13008 3555 KEITH ST NW

SUITE 109
DRAWN BY: BMB CLEVELAND, TN 37312
423-790-5880
CHECKED BY: CMB
(THIS PAGE LEFT BLANK INTENTIONALLY)
 APPENDIX E

FORM OF BOND COUNSEL OPINION

(THIS PAGE LEFT BLANK INTENTIONALLY)
 December 13, 2016

Holders of the Series 2016A Bonds

referred to below

Re: $21,845,000 Revenue Bonds, Series 2016A, issued by The Improvement District of the
City of Mobile McGowin Park Project

We have acted as bond counsel in connection with the issuance of the above-referenced bonds (the
Series 2016A Bonds) by The Improvement District of the City of Mobile McGowin Park Project, a public
corporation organized under the laws of the State of Alabama (the Issuer), including particularly
Chapter 99A of Title 11 of the Code of Alabama (1975) (the Enabling Law). In such capacity, we have
examined such law and such certified proceedings and other documents as we have deemed necessary to
render this opinion.

The Series 2016A Bonds are being issued pursuant to a Trust Indenture dated as of December 1, 2016
(the Indenture), between the Issuer and UMB Bank, National Association, a national banking association
(the Trustee). Capitalized terms not otherwise defined herein shall have the meaning assigned in the
Indenture.

The City Project Agreement and the County Project Agreement referred to in the Indenture (and the
warrants issued under the City Project Agreement and the County Project Agreement) were validated and
confirmed pursuant to two separate Findings of Fact, Conclusions of Law, and Final Judgments rendered on
October 3, 2013 by the Circuit Court of Mobile County, Alabama (the Validation Judgments).

As to various questions of fact material to our opinion, we have relied upon the certified proceedings
and other certifications of public officials and others furnished to us without undertaking to verify the same by
independent investigation. In connection with the rendering of this opinion, we have served as counsel to the
Issuer.

Based on the foregoing and the Validation Judgments, we are of the opinion that, under existing law:

1. The Issuer is validly existing as a public corporation under the Enabling Law.

2. The Issuer has corporate power and authority to enter into and perform its obligations under
the Indenture and to issue and deliver the Series 2016A Bonds. The execution, delivery and performance by
the Issuer of its obligations under the Indenture and the issuance and delivery of the Series 2016A Bonds have
been duly authorized by all requisite corporate action, and the Series 2016A Bonds have been duly executed
and delivered by the Issuer.

3. The Series 2016A Bonds constitute valid and binding limited obligations of the Issuer,
payable solely out of the Sales Tax Revenues.

4. The Indenture constitutes a valid and binding obligation of the Issuer and is enforceable
against the Issuer in accordance with its terms.

5. The Indenture creates a valid pledge and assignment of the Sales Tax Revenues for the
security of the Series 2016A Bonds.

6. Interest on the Series 2016A Bonds (including any original issue discount properly allocable
to an owner thereof) is excludable from gross income for federal income tax purposes and is not an item of tax
preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it

E-1
should be noted, however, that, for the purpose of computing the alternative minimum tax imposed on certain
corporations (as defined for federal income tax purposes), such interest is taken into account in determining
adjusted current earnings. The opinion set forth in the preceding sentence is subject to the condition that the
Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied
subsequent to the issuance of the Series 2016A Bonds in order that interest thereon be, or continue to be,
excludable from gross income for federal income tax purposes. The Issuer has covenanted to comply with all
such requirements. Failure to comply with certain of such requirements may cause interest on the
Series 2016A Bonds to be included in gross income for federal income tax purposes retroactive to the date of
issuance of the Series 2016A Bonds.

7. Interest on the Series 2016A Bonds is exempt from State of Alabama income taxation.

We express no opinion regarding federal or state tax consequences arising with regard to the
Series 2016A Bonds, other than the opinions expressed in paragraphs 6 and 7 above.

The rights of the holders of the Series 2016A Bonds and the enforceability of the Series 2016A Bonds
and the Indenture may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting creditors rights and the exercise of judicial discretion in appropriate cases.

We express no opinion herein as to the accuracy, adequacy or completeness of the Official Statement
relating to the Series 2016A Bonds.

This opinion is given as of the date hereof and we assume no obligation to update, revise or
supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any
changes in law that may hereafter occur.

Faithfully yours,

E-2