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action taken, suffered or omitted by it hereunder in good faith and in reliance thereon, it being understood
that for purposes of this provision, that such counsel may be counsel to the Borrower.
No provision of this Continuing Disclosure Agreement shall require the Dissemination Agent 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 of powers.
Section 11. Notices. Any notices or communications to or among any of the parties to this
Continuing Disclosure Agreement may be given at the following addresses:
To the Borrower: Stuart Gardens Housing Partners, LP
c/o Vitus Development III, LLC
2607 2nd Avenue, Suite 300
Seattle, WA 98121
With a copy to: Winthrop & Weinstine, P.A.
Capella Tower, Suite 3500
225 South Sixth Street
Minneapolis, MN 55402-4629
To the Dissemination Agent: U.S. Bank Trust Company, National Association
EP-MN-WS3C
111 Fillmore Ave. E.
Saint Paul, MN 55107
Attn: Corporate Trust Services
Any person may, by written notice to the other persons listed above, designate a different address
or telephone number(s) to which subsequent notices of communications should be sent, effective only upon
receipt.
Section 12. Governing Law. This Continuing Disclosure Agreement shall be governed by the
laws of the Commonwealth of Virginia.
Section 13. Termination of this Continuing Disclosure Agreement. This Continuing Disclosure
Agreement may be terminated by any party to this Continuing Disclosure Agreement upon thirty days’
written notice of termination delivered to the other party or parties to this Continuing Disclosure
Agreement; provided the termination of this Continuing Disclosure Agreement is not effective until (i) the
Borrower, or its successor, enters into a new continuing disclosure agreement with a dissemination agent
who agrees to continue to provide, to the MSRB and the Beneficial Owners of the Bonds, all information
required to be communicated pursuant to the rules promulgated by the Securities and Exchange
Commission or the MSRB, (ii) a nationally recognized bond counsel or counsel expert in federal securities
laws provides an opinion that the new continuing disclosure agreement is in compliance with all applicable
state and federal securities laws, and (iii) notice of the termination of this Continuing Disclosure Agreement
is provided to the MSRB.
The Dissemination Agent shall be fully discharged at the time any such termination is effective.
Also, this Continuing Disclosure Agreement shall terminate automatically (i) upon payment or provisions
for payment of the Bonds, or (ii) when all of the Bonds are or are deemed to be no longer outstanding by
reason of redemption or legal defeasance or at final maturity.
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