Common use of Due Organization, Existence and Authority Clause in Contracts

Due Organization, Existence and Authority. The City is a political subdivision of the State of Texas (the “State”), and has, and at the Closing Date will have, full legal right, power and authority: i. to enter into and perform its duties and obligations under: (1) this Agreement; (2) the Indenture; (3) the Development Agreement (Manor Heights) effective November 7, 2018, as amended by the First Amendment to the Development Agreement (Manor Heights) effective November 6, 2019, the Second Amendment to the Development Agreement (Manor Heights) effective October 21, 2020, the Third Amendment to Development Agreement (Manor Heights) effective June 15, 2022, and the Fourth Amendment to Development Agreement (Manor Heights) effective October 2, 2023 (collectively and as amended, the “Development Agreement”), executed and delivered by the City, Sky Village Xxxxxx Estates, LLC, a Texas limited liability company (“Sky Village Xxxxxx”), and RHOF, LLC, a Texas limited liability company (“RHOF”), as assigned to Forestar (USA) Real Estate Group, Inc., a Delaware corporation (the “Developer”); (4) the Manor Heights Public Improvement District Financing and Reimbursement Agreement (the “Financing and Reimbursement Agreement”) dated April 21, 2021, executed and delivered by the City and Developer, and as consented to by RHOF and Continental Homes of Texas, L.P., a Texas limited partnership (“Continental Homes”); (5) the Manor Heights Public Improvement District Reimbursement Agreement (Improvement Area #4), effective as of October 18, 2023 (the “IA#4 Reimbursement Agreement”), executed and delivered by the City and Developer; (6) Ordinance No. 536 enacted by the City on December 5, 2018 (the “TIRZ Ordinance”) designating the land within the District as a Tax Increment Reinvestment Zone Number One, City of Manor, Texas (the “TIRZ”); (7) Tax Increment and Reinvestment Zone No. 1, City of Manor, Texas Project and Finance Plan (the “TIRZ Project and Finance Plan”); (8) the Landowner Agreement (Manor Heights Public Improvement District) dated as of May 5, 2021, executed and delivered by the City, Developer, RHOF and Continental Homes (the “Landowner Agreement”); and (9) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of [May 1], 2024 (the “Continuing Disclosure Agreement of Issuer”), executed and delivered by the City, P3Works, LLC (the “Administrator”), and UMB Bank, N.A., as Dissemination Agent. ii. to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and iii. to carry out and consummate the transactions on its part described in (1) the Authorizing Documents, (2) this Agreement, (3) the Development Agreement, (4) the Financing and Reimbursement Agreement, (5) the IA#4 Reimbursement Agreement, (6) the TIRZ Ordinance, (7) the TIRZ Project and Finance Plan, (8) the Landowner Agreement, (9) the Continuing Disclosure Agreement of Issuer, (10) the Limited Offering Memorandum and (11) any other documents and certificates described in any of the foregoing (the documents described by subclauses (1) through (11) being referred to collectively herein as the “City Documents”).

Due Organization, Existence and Authority. The City is a political subdivision of the State of Texas (the “State”), and has, and at the Closing Date will have, full legal right, power and authority: i. (i) to enter into and perform its duties and obligations underinto: (1) this Agreement; (2) the Indenture; (3) the Estancia Hill Country Annexation and Development Agreement Agreement, effective as of July 1, 2013, executed and delivered by SLF III – Onion Creek L.P., a Texas limited partnership (Manor Heights“the Landowner”) effective November 7, 2018and the City, as amended by the that First Amendment to the Development Agreement dated [November 29], 2018 (Manor Heights) effective November 6, 2019, the Second Amendment to the Development Agreement (Manor Heights) effective October 21, 2020, the Third Amendment to Development Agreement (Manor Heights) effective June 15, 2022, and the Fourth Amendment to Development Agreement (Manor Heights) effective October 2, 2023 (collectively and as amended, the “Development Agreement”); (4) the Estancia Hill Country Public Improvement District Financing Agreement, dated as of June 20, 2013, executed and delivered by the City and the Landowner, as amended by that First Amendment dated [November 29], 2018 (as amended, the “Financing Agreement”); (5) the Estancia Hill Country PID Reimbursement Agreement – Improvement Area #2 effective [December 13], 2018 executed and delivered by the City and the Landowner (the “PID Reimbursement Agreement”); DRAFT (6) the Agreement Regarding Conveyance of Right of Redemption and Waiver of Agricultural Valuation - Estancia Hill Country Public Improvement District Improvement Area #2 dated as of [December 13], 2018, executed and delivered by the City, Sky Village Xxxxxx Estates, LLC, a Texas limited liability company (“Sky Village Xxxxxx”), the Trustee and RHOF, LLC, a Texas limited liability company (“RHOF”), as assigned to Forestar (USA) Real Estate Group, Inc., a Delaware corporation the Landowner (the “DeveloperRedemption Agreement”); (47) the Manor Heights Estancia Hill County Public Improvement District Financing and Reimbursement Improvement Area #2 Landowner Agreement (the “Financing and Reimbursement Agreement”) dated April 21as of [December 13], 20212018, executed and delivered by the City and Developer, and as consented to by RHOF and Continental Homes of Texas, L.P., a Texas limited partnership (“Continental Homes”); (5) the Manor Heights Public Improvement District Reimbursement Agreement (Improvement Area #4), effective as of October 18, 2023 (the “IA#4 Reimbursement Agreement”), executed and delivered by the City and Developer; (6) Ordinance No. 536 enacted by the City on December 5, 2018 (the “TIRZ Ordinance”) designating the land within the District as a Tax Increment Reinvestment Zone Number One, City of Manor, Texas (the “TIRZ”); (7) Tax Increment and Reinvestment Zone No. 1, City of Manor, Texas Project and Finance Plan (the “TIRZ Project and Finance Plan”); (8) the Landowner Agreement (Manor Heights Public Improvement District) dated as of May 5, 2021, executed and delivered by the City, Developer, RHOF and Continental Homes (the “Landowner Agreement”); and (9) 8) the Continuing Disclosure Agreement of the Issuer with respect to the Bonds, dated as of [May December 1], 2024 2018 (the “Continuing Disclosure Agreement of Issuer”), executed and delivered by the City, P3Works, LLC (the “Administrator”), City and UMB Bank, N.A.U.S. Bank National Association, as Dissemination Agent. (ii. ) to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and (iii. ) to carry out and consummate the transactions on its part described in (1) the Authorizing Documents, (2) this Agreement, (3) the Development Agreement, (4) the Financing and Reimbursement Agreement, (5) the IA#4 PID Reimbursement Agreement, (6) the TIRZ Ordinance, (7) the TIRZ Project and Finance Plan, (8) the Landowner Agreement, (9) the Continuing Disclosure Agreement of Issuer, (10) the Limited Offering Memorandum and (11) any other documents and certificates described in any of the foregoing (the documents described by subclauses (1) through (11) being referred to collectively herein as the “City Documents”).,

Due Organization, Existence and Authority. The City is a political subdivision of the State of Texas (the “State”), and has, and at the Closing Date will have, full legal right, power and authority: i. to enter into and perform its duties and obligations under: (1) this Agreement; (2) the Indenture; (3) the Development Agreement (Manor Heights) effective November 7, 2018, as amended by the First Amendment to the Development Agreement (Manor Heights) effective November 6, 2019, the Second Amendment to the Development Agreement (Manor Heights) effective October 21, 2020, the Third Amendment to Development Agreement (Manor Heights) effective June 15, 2022, and the Fourth Amendment to Development Agreement (Manor Heights) effective October 2, 2023 (collectively and as amended, the “Development Agreement”), executed and delivered by the City, Sky Village Xxxxxx Estates, LLC, a Texas limited liability company (“Sky Village Xxxxxx”), and RHOF, LLC, a Texas limited liability company (“RHOF”), as assigned to Forestar (USA) Real Estate Group, Inc., a Delaware corporation (the “Developer”); (4) the Manor Heights Public Improvement District Financing and Reimbursement Agreement (the “Financing and Reimbursement Agreement”) dated April 21, 2021, executed and delivered by the City and Developer, and as consented to by RHOF and Continental Homes of Texas, L.P., a Texas limited partnership (“Continental Homes”); (5) the Manor Heights Public Improvement District Reimbursement Agreement (Improvement Area #4), effective as of October 18, 2023 (the “IA#4 Reimbursement Agreement”), executed and delivered by the City and Developer; (6) Ordinance No. 536 enacted by the City on December 5, 2018 (the “TIRZ Ordinance”) designating the land within the District as a Tax Increment Reinvestment Zone Number One, City of Manor, Texas (the “TIRZ”); (7) Tax Increment and Reinvestment Zone No. 1, City of Manor, Texas Project and Finance Plan (the “TIRZ Project and Finance Plan”); (8) the Landowner Agreement (Manor Heights Public Improvement District) dated as of May 5, 2021, executed and delivered by the City, Developer, RHOF and Continental Homes (the “Landowner Agreement”); and (9) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of [May 1]15, 2024 (the “Continuing Disclosure Agreement of Issuer”), executed and delivered by the City, P3Works, LLC (the “Administrator”), and UMB Bank, N.A., as Dissemination Agent. ii. to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and iii. to carry out and consummate the transactions on its part described in (1) the Authorizing Documents, (2) this Agreement, (3) the Development Agreement, (4) the Financing and Reimbursement Agreement, (5) the IA#4 Reimbursement Agreement, (6) the TIRZ Ordinance, (7) the TIRZ Project and Finance Plan, (8) the Landowner Agreement, (9) the Continuing Disclosure Agreement of Issuer, (10) the Limited Offering Memorandum and (11) any other documents and certificates described in any of the foregoing (the documents described by subclauses (1) through (11) being referred to collectively herein as the “City Documents”).

Due Organization, Existence and Authority. The City is a political subdivision of the State of Texas (the “State”), and has, and at the Closing Date will have, full legal right, power and authority: i. (i) to enter into and perform its duties and obligations under: (1) this Agreement; (2) the Indenture; (3) the Whisper Valley and Indian Hills Annexation and Development Agreement Agreement, effective as of June 18, 2009, by and among the City, Club Deal 120 Whisper Valley, Limited Partnership, a Delaware limited partnership (Manor Heights) effective November 7, 2018, as amended by “the First Amendment to the Development Agreement (Manor Heights) effective November 6, 2019, the Second Amendment to the Development Agreement (Manor Heights) effective October 21, 2020, the Third Amendment to Development Agreement (Manor Heights) effective June 15, 2022Developer”), and the Fourth Amendment to Development Agreement Club Deal 116 Indian Hills TX, Limited Partnership, a Delaware limited partnership (Manor Heights) effective October 2, 2023 (collectively and as amended, the “Development Agreement”), executed and delivered by the City, Sky Village Xxxxxx Estates, LLC, a Texas limited liability company (“Sky Village Xxxxxx”), and RHOF, LLC, a Texas limited liability company (“RHOF”), as assigned to Forestar (USA) Real Estate Group, Inc., a Delaware corporation (the “Developer”); (4) the Manor Heights Whisper Valley Public Improvement District Financing and Reimbursement Agreement (the “Financing and Reimbursement Agreement”) , dated April 21as of November 1, 20212011, executed and delivered by the City and the Developer, as amended by that certain First Amendment dated March 28, 2019, and that certain Second Amendment dated July 30, 2022 (as consented to by RHOF and Continental Homes of Texasamended, L.P., a Texas limited partnership (the “Continental HomesFinancing Agreement”); (5) the Manor Heights Whisper Valley Public Improvement District Acquisition and Reimbursement Agreement (Improvement Area #4), effective as of October 18, 2023 (the “IA#4 Reimbursement Agreement”)2, executed and delivered by the City and Developer; (6) Ordinance No. 536 enacted by the City on December 5, 2018 Developer (the “TIRZ Ordinance”) designating the land within the District as a Tax Increment Reinvestment Zone Number One, City of Manor, Texas (the “TIRZ”); (7) Tax Increment and Reinvestment Zone No. 1, City of Manor, Texas Project and Finance Plan (the “TIRZ Project and Finance Plan”); (8) the Landowner Agreement (Manor Heights Public Improvement District) dated as of May 5, 2021, executed and delivered by the City, Developer, RHOF and Continental Homes (the “Landowner Reimbursement Agreement”), effective as of July 30, 2022; and (96) the Continuing Disclosure Agreement of the Issuer with respect to the Bonds, dated as of [May December 1], 2024 2022, executed and delivered by the City, P3Works, LLC, as “Administrator” and U.S. Bank Trust Company, National Association, as “Dissemination Agent” (the “Continuing Disclosure Agreement of Issuer”), executed and delivered by the City, P3Works, LLC (the “Administrator”), and UMB Bank, N.A., as Dissemination Agent. (ii. ) to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and (iii. ) to carry out and consummate the transactions on its part described in (1) the Authorizing Documents, (2) this Agreement, (3) the Development Agreement, (4) the Financing and Reimbursement Agreement, (5) the IA#4 Reimbursement Agreement, (6) the TIRZ Ordinance, (7) the TIRZ Project and Finance Plan, (8) the Landowner Agreement, (9) the Continuing Disclosure Agreement of Issuer, (107) the Limited Offering Memorandum Memorandum, and (11) 8) any other documents and certificates described in any of the foregoing (the documents described by subclauses (1) through (11) 8) being referred to collectively herein as the “City Documents”).