Common use of Supplemental Opinion Clause in Contracts

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the Underwriters, dated the Closing Date and addressed to the District and the Underwriters, to the effect that: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS” (excluding any and all information contained with respect to the Book-Entry Only System of DTC), “THE REFINANCING PLAN,” “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Continuing Disclosure Certificate, the Escrow Agreement, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; (iii) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereof.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the Underwriters, dated the Closing Date and addressed to the District City and the UnderwritersUnderwriter, in form and substance acceptable to Underwriter or Underwriter’s Counsel, to the effect thatfollowing effect: (i) i. Except to the description extent noted therein, Bond Counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the Bonds statements and information contained in the Preliminary Limited Offering Memorandum and the security for Limited Offering Memorandum but that such firm has reviewed the information describing the Bonds and statements in the Official Statement on the cover page thereof Preliminary Limited Offering Memorandum and Limited Offering Memorandum under the captions or subcaptions “INTRODUCTIONPLAN OF FINANCE — The Bonds,” “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE BONDS,” “ASSESSMENT PROCEDURES” (excluding any except for the subcaptions “Assessment Methodology” and all information contained with respect to the Book-Entry Only System of DTC“Assessment Amounts”), “THE REFINANCING PLANDISTRICT,” “TAX MATTERS,” “LEGAL MATTERS — Legal Proceedings” (first paragraph only)” and “— Legal Opinions,” “LEGAL MATTERS — Legal Opinions,” “CONTINUING DISCLOSUREDISCLOSURE — The City,” “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENT AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS” and “APPENDIX B,” and such firm is of the opinion that the information relating to the extent they purport Bonds, the Bond Ordinance, the Assessment Ordinance and the Indenture contained therein fairly and accurately describes the laws and legal issues addressed therein and, with respect to summarize certain provisions the Bonds, such information conforms to the Bond Ordinance, the Assessment Ordinance, the 2024 Amended and Restated Service and Assessment Plan and the Indenture; ii. The Bonds are not subject to the registration requirements of the Securities Act, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act; iii. On each respective date thereof, the City had full power and authority to adopt the Creation Resolution, the Additional Land Resolution, the Assessment Ordinance, including the 2024 Amended and Restated Service and Assessment Plan, and the Bond ResolutionOrdinance (collectively, the foregoing documents are referred to herein as the “City Actions”) and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect and have not been modified, amended or rescinded; and iv. The Indenture, the Development Agreement, the Financing and Reimbursement Agreement, the IA#4 Reimbursement Agreement, the Landowner Agreement, the Continuing Disclosure Certificate, Agreement of the Escrow Agreement, California law or federal law, fairly Issuer and accurately summarize the matters purported to be summarized therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto and thereto, constitute the legal, valid valid, and binding agreements of the District and are City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to rights, or by the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; (iii) the Bonds are exempt from registration pursuant sought and to the Securities Act application of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant Texas law relating to the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereofgovernmental immunity applicable to local governmental entities.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the City, the Owner, the Developer and the Underwriter, in form and substance satisfactory acceptable to counsel for the UnderwritersUnderwriter, and dated the Closing Date and addressed to the District and the Underwriters, to the effect thatfollowing effect: (i) the description The City is a body corporate and politic and a political subdivision of the Bonds and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS” (excluding any and all information contained with respect to the Book-Entry Only System of DTC), “THE REFINANCING PLAN,” “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Continuing Disclosure Certificate, the Escrow Agreement, California law or federal law, fairly and accurately summarize the matters purported to be summarized thereinState; (ii) assuming due authorizationThe City has full power and authority to enact the Authorizing Actions and perform its obligations thereunder and such Authorizing Actions have been duly enacted, execution are in full force and delivery by the parties to this Purchase Agreement other than the Districteffect and have not been modified, this Purchase Agreement and the Continuing Disclosure Certificate amended or rescinded; (iii) The City Documents have been duly authorized, executed and delivered by the respective parties thereto City and constitute the legal, valid and binding agreements obligations of the District and are City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to creditors rights, or by the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; (iiiiv) The District is duly created and validly existing under the Bonds are exempt from registration pursuant to laws of the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; andState; (ivv) the Refunded Bonds have been defeased The Special Assessments to be levied in accordance with the documents authorizing Act and the issuance thereofAuthorizing Actions and the Rate and Method comply with the provisions of the Authorizing Actions, have been duly and lawfully authorized and may be levied under the Authorizing Actions and the applicable laws of the State, and such Special Assessments shall be subject to the same lien priority in the case of delinquency as is provided for general ad valorem taxes; (vi) The following captioned portions of the Limited Offering Memorandum fairly summarize the legal matters set forth therein: “INTRODUCTION” (only the material contained within the first two paragraphs thereunder and under the subcaption “The Project”; “THE DISTRICT AND SPECIAL ASSESSMENTS”; ”THE BONDS” (excluding the material under the captions “Book-Entry System,” “The Trustee and Administrator,” “Sources and Uses of Funds” and “Debt Service Schedule”); “SECURITY FOR THE BONDS” (excluding the material under the caption “Appraised Property Values” and “Market Conditions”); “TAX EXEMPTIONS”; Appendix C entitled “Form of Indenture”, and Appendix D -- Form of Bond Counsel Opinion.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the UnderwritersUnderwriter, dated the Closing Date and addressed to the District and the UnderwritersUnderwriter, to the effect that: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS” (excluding any and all information contained with respect to the Book-Entry Only System of DTC)”, “THE REFINANCING PLAN,” “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bonds, the Bond Resolution, the Continuing Disclosure Certificate, Certificate and the Escrow Agreement, form and content of Bond Counsel’s approving opinion regarding the treatment of interest on the Bonds under California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, or information relating to DTC or its book-entry only system included therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement Agreement, the Escrow Agreement, and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective parties thereto District and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought;; and (iii) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereof.;

Supplemental Opinion. A One or more supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the UnderwritersCounsel, dated the Closing Date and addressed to the District Underwriter, in form and substance acceptable to counsel for the Underwriters, Underwriter to the effect thatfollowing effect: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS” (excluding any and all information contained with respect to the Book-Entry Only System of DTC), “THE REFINANCING PLAN,” “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Continuing Disclosure Certificate, the Escrow Agreement, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate Authority Documents have been duly authorized, executed executed, and delivered by the respective parties thereto Authority and constitute legal, valid valid, and binding agreements obligations of the District and are Authority enforceable against the Authority in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to rights, or by the application of equitable principles if equitable remedies are sought; (ii) the CFD Documents have been duly authorized, executed, and delivered by the exercise District, and constitute legal, valid, and binding obligations of judicial discretion the District, enforceable against the District, in appropriate cases accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting enforcement of creditor’s rights, or by the application of equitable principles if equitable remedies are sought; (iii) the Bonds conform as to form and tenor to the descriptions thereof contained under the caption “THE BONDS” in the Official Statement, and the statements contained in the Official Statement under the captions “INTRODUCTION,” “THE BONDS,” “SECURITY FOR THE BONDS,” “LEGAL MATTERS – Tax Matters,” “APPENDIX B – SUMMARY OF PRINCIPAL DOCUMENTS,” and “APPENDIX E – FORM OF BOND COUNSEL OPINION,” insofar as such statements purport to summarize certain provisions of the JPA Act, the Bond Law, the Act, the Bonds, the Authority Documents, the Authority Resolution, the Authority Proceedings, the Local Obligations, the CFD Documents, the CFD Authorizing Resolution, the CFD Proceedings, or applicable provisions of the United States Internal Revenue Code of 1986, as amended are exempt from accurate in all material respects; and (iv) none of the Bonds and the Local Obligations are subject to the registration pursuant to requirements of the Securities Act of 1933, as amended, and the Bond Resolution Indenture is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereof.;

Supplemental Opinion. A One or more supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the UnderwritersCounsel, dated the Closing Date and addressed to the District Underwriter, in form and substance acceptable to counsel for the Underwriters, Underwriter to the effect thatfollowing effect: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS” (excluding any and all information contained with respect to the Book-Entry Only System of DTC), “THE REFINANCING PLAN,” “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Continuing Disclosure Certificate, the Escrow Agreement, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate Agreement have been duly authorized, executed executed, and delivered by the respective parties thereto Authority and constitute legal, valid valid, and binding agreements obligations of the District and are Authority enforceable against the Authority in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to rights, or by the application of equitable principles if equitable remedies are sought; (ii) this Purchase Agreement has been duly authorized, executed, and delivered by the exercise District, and constitutes a legal, valid, and binding obligation of judicial discretion the District, enforceable against the District, in appropriate cases accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting enforcement of creditor’s rights, or by the application of equitable principles if equitable remedies are sought; (iii) the Bonds conform as to form and tenor to the descriptions thereof contained under the caption “THE BONDS” in the Official Statement, and the statements contained in the Official Statement under the captions “INTRODUCTION,” “THE BONDS,” “SECURITY FOR THE BONDS,” “LEGAL MATTERS – Tax Matters,” “APPENDIX B – SUMMARY OF PRINCIPAL DOCUMENTS,” and “APPENDIX E – FORM OF BOND COUNSEL OPINION,” insofar as such statements purport to summarize certain provisions of the JPA Act, the Bond Law, the Act, the Bonds, the Authority Documents, the Authority Resolution, the Authority Proceedings, the Local Obligations, the CFD Documents, the CFD Authorizing Resolution, the CFD Proceedings, or applicable provisions of the United States Internal Revenue Code of 1986, as amended are exempt from accurate in all material respects; and (iv) none of the Bonds and the Local Obligations are subject to the registration pursuant to requirements of the Securities Act of 1933, as amended, and the Bond Resolution Indenture is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereof.;

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the UnderwritersCounsel, dated the date of the Closing Date and addressed to the District Town and the UnderwritersUnderwriter, to the effect that: (i) the description of the Refunding Bonds and the security for the Refunding Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE REFUNDING BONDS”, “SECURITY FOR THE REFUNDING BONDS” (excluding any and all information contained with respect to the Book-Entry Only System of DTC), “THE REFINANCING PLAN,” “TAX MATTERS” and “CONTINUING DISCLOSURE,” to the extent they purport to expressly summarize certain provisions of the Bond Refunding Bonds, the Resolution, the Continuing Disclosure Certificate, Certificate and the Escrow Agreement, form and content of Bond Counsel’s approving opinion with respect to the treatment of interest on the Refunding Bonds under California law or and federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data, or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, DTC or information related to its book-entry only system, or Appendices A, B, C, or F thereto; (ii) assuming due authorizationthe Continuing Disclosure Certificate, execution the Refunding Instructions, and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have each been duly authorized, executed and delivered by the respective Town and, assuming the due authorization, execution and delivery by the other parties thereto thereto, and constitute legal, valid and binding agreements of the District and Town are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their such enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought;sought and by the limitations on legal remedies against public agencies in the State of California; and (iii) the Refunding Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution is are exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereof.;

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the Underwriters, dated the Closing Date and addressed to the District City and the UnderwritersUnderwriter, in form and substance acceptable to counsel for the Underwriter, to the effect that:following effect: DRAFT (i) Except to the extent noted therein, Bond Counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements and information contained in the Limited Offering Memorandum but that Bond Counsel has reviewed the statements and information appearing under the captions and subcaptions “PLAN OF FINANCE — The Bonds,” “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE BONDS SIMILARLY SECURED,” “ASSESSMENT PROCEDURES” (except for the subcaptions “Assessment Methodology” and “Assessment Amounts”), “THE DISTRICT” (except for the subcaption “District Collection and Delinquency History of Assessments in Improvement Area #1”), “TAX MATTERS,” “LEGAL MATTERS — Legal Proceedings” (except for the final paragraph thereof) “LEGAL MATTERS — Legal Opinions” (except for the final paragraph thereof), “CONTINUING DISCLOSURE – The City,” “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS” and “APPENDIX B” and Bond Counsel is of the opinion that the information relating to the Bonds and legal issues contained under such captions and subcaptions is an accurate and fair description of the Bonds laws and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS” (excluding any and all information contained legal issues addressed therein and, with respect to the Book-Entry Only System of DTC)Bonds, “THE REFINANCING PLAN,” “TAX MATTERS” and “CONTINUING DISCLOSURE” such information conforms to the extent they purport to summarize certain provisions of the Bond ResolutionOrdinance, the Continuing Disclosure CertificateAssessment Ordinance, the Escrow Agreement, California law or federal law, fairly Service and accurately summarize the matters purported to be summarized thereinAssessment Plan and Indenture; (ii) assuming due authorizationThe Bonds are not subject to the registration requirements of the Securities Act, execution and delivery by the parties Indenture is exempt from qualification pursuant to this Purchase Agreement other than the DistrictTrust Indenture Act; (iii) The City has or at the time of the adoption thereof had full power and authority to adopt the Creation Resolution, this Purchase Agreement the Assessment Ordinance, the Service and Assessment Plan and the Bond Ordinance (collectively, the foregoing documents are referred to herein as the “City Actions”) and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect and have not been modified, amended or rescinded; and (iv) The Indenture, the Development Agreement, the Financing Agreement, the Continuing Disclosure Certificate Agreement of Issuer, and this Agreement have been duly authorized, executed and delivered by the respective City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto and thereto, constitute the legal, valid valid, and binding agreements of the District and are City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to rights, or by the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; (iii) the Bonds are exempt from registration pursuant sought and to the Securities Act application of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant Texas law relating to the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereofgovernmental immunity applicable to governmental entities.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the Underwriters, dated the Closing Date and addressed to the District City and the UnderwritersUnderwriter, in form and substance acceptable to Underwriter’s Counsel, to the effect thatfollowing effect: (i) Except to the description extent noted therein, Bond Counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the Bonds statements and information contained in the Preliminary Limited Offering Memorandum and in the Limited Offering Memorandum but that Bond Counsel has reviewed the statements and information appearing in the Preliminary Limited Offering Memorandum and the security for the Bonds and statements in the Official Statement on the cover page thereof and Limited Offering Memorandum under the captions and subcaptions “INTRODUCTIONPLAN OF FINANCE — The Bonds,” “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE BONDS,” “ASSESSMENT PROCEDURES” (excluding any except for the subcaptions “Assessment Methodology” and all information contained with respect to the Book-Entry Only System of DTC“Major Improvement Area Assessment Amounts”), “THE REFINANCING PLANDISTRICT,” “TAX MATTERS,” “LEGAL MATTERS — Legal Proceedings” (first paragraph only) and “— Legal Opinions,” “SUITABILITY FOR INVESTMENT,” “CONTINUING DISCLOSURE — The City,” “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS,” “INVESTMENTS” and “CONTINUING DISCLOSUREAPPENDIX B,” and Xxxx Counsel is of the opinion that the information relating to the extent they purport to summarize certain provisions Bonds and legal issues contained under such captions and subcaptions is an accurate and fair description of the laws and legal issues addressed therein and, with respect to the Bonds, such information conforms to the Bond ResolutionOrdinance, the Continuing Disclosure Certificate, Assessment Ordinance and the Escrow Agreement, California law or federal law, fairly and accurately summarize the matters purported to be summarized thereinIndenture; (ii) assuming due authorizationThe Bonds are not subject to the registration requirements of the Securities Act, execution and delivery by the parties Indenture is exempt from qualification pursuant to this Purchase Agreement other than the DistrictTrust Indenture Act; (iii) The City has or at the time of the adoption thereof had full power and authority to adopt the Creation Resolution, this Purchase Agreement the Assessment Ordinance and the Bond Ordinance (collectively, the foregoing documents are referred to herein as the “City Actions”) and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect and have not been modified, amended or rescinded; and (iv) The Indenture, the Reimbursement Agreement, the Development Agreement, the Continuing Disclosure Certificate Agreement of Issuer, and this Agreement have been duly authorized, executed and delivered by the respective City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto and thereto, constitute the legal, valid valid, and binding agreements of the District and are City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to rights, or by the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; (iii) the Bonds are exempt from registration pursuant sought and to the Securities Act application of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant Texas law relating to the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereofgovernmental immunity applicable to governmental entities.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance satisfactory acceptable to counsel for the UnderwritersUnderwriter, and dated the Closing Date and addressed to the District and the Underwriters, to the effect thatfollowing effect: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS” (excluding any and all information contained with respect to the Book-Entry Only System of DTC), “THE REFINANCING PLAN,” “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Continuing Disclosure Certificate, the Escrow Agreement, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; (ii) assuming due authorization, execution and delivery by the parties to this This Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have has been duly authorized, executed and delivered by the respective parties thereto Authority and constitute the City, and constitutes the legal, valid and binding agreements obligation of the District Authority and are the City, enforceable in accordance with their respective its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to rights, or by the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; (ii) The Authority is duly organized and validly existing as a joint powers authority under the Constitution and laws of the State; (iii) The City is duly organized and validly existing as a general law city under the Constitution and laws of the State; (iv) The Bonds conform as to form and tenor to the description thereof contained under the captions “INTRODUCTION” and “THE BONDS” in the Official Statement, and the statements contained in the Official Statement under the captions “THE BONDS,” “SECURITY FOR THE BONDS,” “LEGAL MATTERS – Tax Exemption,” “LEGAL MATTERS – No Litigation,” “SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS” in Appendix __ of the Official Statement and “PROPOSED FORM OF OPINION OF BOND COUNSEL” in Appendix __ of the Official Statement are accurate in all material respects insofar as such statements purport to summarize certain provisions of the Bond Law, the Bonds, the Reassessment Bonds, the Authority Indenture, the Fiscal Agent Agreement or applicable provisions of the United States Internal Revenue Code; and (v) The Bonds and the Reassessment Bonds are exempt from not subject to the registration pursuant to requirements of the Securities Act of 1933, as amended, and the Bond Resolution Authority Indenture and the Fiscal Agent Agreement is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereof.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the Underwriters, dated the Closing Date and addressed to the District City and the UnderwritersUnderwriter, in form and substance acceptable to counsel for the Underwriter, to the effect that:following effect: DRAFT (i) Except to the extent noted therein, Bond Counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements and information contained in the Limited Offering Memorandum but that Bond Counsel has reviewed the statements and information appearing under the captions and subcaptions “PLAN OF FINANCE — The Bonds” (second paragraph only), “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE BONDS,” “ASSESSMENT PROCEDURES” (except for the subcaptions “Assessment Methodology” and “Assessment Amounts”), “THE DISTRICT” (except for the subcaption “Collection and Delinquency History of Master Improvement Area Assessments”), “TAX MATTERS,” “LEGAL MATTERS — Legal Proceedings” (except for the final paragraph thereof) “LEGAL MATTERS — Legal Opinions” (except for the final paragraph thereof), “CONTINUING DISCLOSURE — The City,” “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS,” “INVESTMENTS” and “APPENDIX B” and Bond Counsel is of the opinion that the information relating to the Bonds and legal issues contained under such captions and subcaptions is an accurate and fair description of the Bonds laws and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS” (excluding any and all information contained legal issues addressed therein and, with respect to the Book-Entry Only System of DTC)Bonds, “THE REFINANCING PLAN,” “TAX MATTERS” and “CONTINUING DISCLOSURE” such information conforms to the extent they purport to summarize certain provisions of the Bond ResolutionOrdinance, the Continuing Disclosure CertificateAssessment Ordinance, the Escrow Agreement, California law or federal law, fairly Service and accurately summarize Assessment Plan and the matters purported to be summarized thereinIndenture; (ii) assuming due authorizationThe Bonds are not subject to the registration requirements of the Securities Act, execution and delivery by the parties Indenture is exempt from qualification pursuant to this Purchase Agreement other than the DistrictTrust Indenture Act; (iii) The City has or at the time of the adoption thereof had full power and authority to adopt the Creation Resolution, this Purchase Agreement the Assessment Ordinance, the Service and Assessment Plan and the Bond Ordinance (collectively, the foregoing documents are referred to herein as the “City Actions”) and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect and have not been modified, amended or rescinded; and (iv) The Indenture, the Development Agreement, the Financing Agreement, the Continuing Disclosure Certificate Agreement of Issuer, and this Agreement have been duly authorized, executed and delivered by the respective City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto and thereto, constitute the legal, valid valid, and binding agreements of the District and are City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to rights, or by the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; (iii) the Bonds are exempt from registration pursuant sought and to the Securities Act application of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant Texas law relating to the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereofgovernmental immunity applicable to governmental entities.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the UnderwritersUnderwriter, dated the Closing Date and addressed to the District and the UnderwritersUnderwriter, to the effect that: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION” (excluding any and all information contained under the subheading “ - Bond Insurance”), “THE FINANCING PLAN,” “THE SERIES A BONDS” (excluding any and all information contained with respect to the Book-Entry Only System of DTC), “THE REFINANCING PLANBOND INSURANCE,” “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Continuing Disclosure Certificate, the Escrow Agreement, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought;; and (iii) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereof.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the Underwriters, dated the Closing Date and addressed to the District City and the UnderwritersUnderwriter, in form and substance acceptable to counsel for the Underwriter, to the effect that:following effect: DRAFT (i) Except to the extent noted therein, Bond Counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements and information contained in the Limited Offering Memorandum but that Bond Counsel has reviewed the statements and information appearing under the captions and subcaptions “PLAN OF FINANCE — The Bonds,” “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE BONDS,” “ASSESSMENT PROCEDURES” (except for the subcaptions “Assessment Methodology” and “Assessment Amounts”), “THE DISTRICT” (except for the subcaption “District Collection and Delinquency History of Improvement Area #1 Assessments”), “TAX MATTERS,” “LEGAL MATTERS — Legal Proceedings” (except for the final paragraph thereof), “LEGAL MATTERS — Legal Opinions” (except for the final paragraph thereof), “CONTINUING DISCLOSURE – The City,” “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS” and “APPENDIX B” and Bond Counsel is of the opinion that the information relating to the Bonds and legal issues contained under such captions and subcaptions is an accurate and fair description of the Bonds laws and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS” (excluding any and all information contained legal issues addressed therein and, with respect to the Book-Entry Only System of DTC)Bonds, “THE REFINANCING PLAN,” “TAX MATTERS” and “CONTINUING DISCLOSURE” such information conforms to the extent they purport to summarize certain provisions of the Bond ResolutionOrdinance, the Continuing Disclosure CertificateAssessment Ordinance, the Escrow Agreement, California law or federal law, fairly Service and accurately summarize the matters purported to be summarized thereinAssessment Plan and Indenture; (ii) assuming due authorizationThe Bonds are not subject to the registration requirements of the Securities Act, execution and delivery by the parties Indenture is exempt from qualification pursuant to this Purchase Agreement other than the DistrictTrust Indenture Act; (iii) The City has or at the time of the adoption thereof had full power and authority to adopt the Creation Resolution, this Purchase Agreement the Assessment Ordinance, the Service and Assessment Plan and the Bond Ordinance (collectively, the foregoing documents are referred to herein as the “City Actions”) and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect and have not been modified, amended or rescinded; and (iv) The Indenture, the PID Reimbursement Agreement, the Development Agreement, the Financing Agreement, the Landowner Agreement, the Redemption Agreement, the Continuing Disclosure Certificate Agreement of Issuer, and this Agreement have been duly authorized, executed and delivered by the respective City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto and thereto, constitute the legal, valid valid, and binding agreements of the District and are City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to rights, or by the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; (iii) the Bonds are exempt from registration pursuant sought and to the Securities Act application of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant Texas law relating to the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereofgovernmental immunity applicable to governmental entities.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel Counsel, in form and substance satisfactory to the UnderwritersUnderwriter, dated the Closing Date and Date, addressed to the District Underwriter and the UnderwritersAuthority, to the effect that: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS” (excluding any and all information contained with respect to the Book-Entry Only System of DTC), “THE REFINANCING PLAN,” “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Continuing Disclosure Certificate, the Escrow Agreement, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; (iiiA) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution Indenture is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; (B) the statements and information in the Official Statement on the cover page and under the captions “INTRODUCTION,” “THE BONDS,” “SECURITY FOR THE BONDS,” “TAX MATTERS,” “APPENDIX E – SUMMARY OF CERTAIN PROVISIONS OF PRINCIPAL LEGAL DOCUMENTS” AND “APPENDIX F – FORM OF XXXX COUNSEL OPINION,” to the extent they purport to summarize certain provisions of the Indenture, the Operating Agreement and the Bonds and the opinion of such counsel, present an accurate summary of such provisions and such opinion in all material respects; (C) the Indenture, the Operating Agreement and this Bond Purchase Agreement have been duly authorized, executed and delivered by the Authority, and, assuming due authorization, execution and delivery by the other parties thereto, the Indenture, the Operating Agreement and this Bond Purchase Agreement constitute the legal, valid and binding agreements of the Authority enforceable in accordance with their terms, subject to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and the application of equitable principles if equitable remedies are sought; and (ivD) assuming due authorization, execution and delivery by the Refunded Bonds have been defeased Participants, the Operating Agreement constitutes the legal, valid and binding agreement of the Participants, enforceable in accordance with its terms, subject to laws relating to bankruptcy, insolvency or other laws affecting the documents authorizing enforcement of creditors’ rights generally and the issuance thereofapplication of equitable principles if equitable remedies are sought.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the UnderwritersRepresentative, dated the Closing Date and addressed to the District and the UnderwritersUnderwriter, to the effect that: (iA) the description of the Bonds and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE SERIES B BONDS,” (excluding any and all information contained with respect to the Book-Entry Only System of DTC), “SECURITY FOR THE REFINANCING PLANSERIES B BONDS,” “TAX MATTERS,” and “CONTINUING DISCLOSURE,” to the extent they purport to summarize certain provisions of the Bond District Resolution, the Paying Agent Agreement, the Continuing Disclosure Certificate, Certificate and the Escrow Agreement, California law tax status of the Bonds for federal or federal lawstate income tax purposes, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data, information concerning the Depository Trust Company or related to its book-entry only system, or Appendices A, C, F and G to the Official Statement; (iiB) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than Agreement, the District, this Purchase Paying Agent Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective District and, assuming due authorization, execution and delivery by the other parties thereto and thereto, constitute legal, valid and binding agreements obligations of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought;; and (iiiC) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond District Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereof.;

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the Underwriters, dated the Closing Date and date of Closing, addressed to the District Underwriter and the UnderwritersInsurer, to the effect that: (iA) the description statements on the cover of the Bonds Official Statement and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE SERIES 2024A BONDS,” (“SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024A BONDS,” and “TAX MATTERS,” and in “APPENDIX B – SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS” and “APPENDIX D – PROPOSED FORM OF BOND COUNSEL OPINION,” excluding any material that may be treated as included under such captions and appendices by any cross-reference, insofar as such statements expressly summarize provisions of the Bonds, the Lease, the Ground Lease, the Indenture, and Bond Counsel’s final opinion relating to the Bonds, are accurate in all information material respects as of the date of Closing; provided, that Bond Counsel need not express any opinion with respect to any financial or statistical data contained therein or with respect to the BookInsurer, the Policy, DTC or the book-Entry Only System of DTC)entry system in which the Bonds are initially delivered; (B) The Lease, “THE REFINANCING PLAN,” “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond ResolutionGround Lease, the Continuing Disclosure Certificate, the Escrow Agreement, California law or federal law, fairly Certificate and accurately summarize the matters purported to be summarized therein; (ii) assuming due authorization, execution and delivery by the parties to this Bond Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective City and the Authority, as applicable, and (assuming due execution and delivery by parties thereto other than the City and constitute legalthe Authority) are valid, valid legal and binding agreements of the District City and are the Authority enforceable in accordance with their respective terms, except as enforcement thereof may be limited by that the rights and obligations under the Lease, the Ground Lease, the Continuing Disclosure Certificate and this Bond Purchase Agreement are subject to bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject rights, to the application of equitable principles and if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases if equitable and to limitations on legal remedies are sought;against public agencies in the State, and provided that no opinion is expressed with respect to any indemnification or contribution provisions contained therein. (iiiC) the The Bonds are exempt from not subject to the registration pursuant to requirements of the Securities Act of 1933, as amended, and the Bond Resolution Indenture is exempt from qualification as an indenture pursuant to under the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereof.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the UnderwritersUnderwriter, dated the Closing Date and addressed to the District and the UnderwritersUnderwriter, which may be provided in one or more opinion letters, to the effect that: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS” (excluding any and all information contained with respect to the Book-Entry Only System of DTC)”, “THE REFINANCING PLAN,” “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bonds, the Bond Resolution, the Continuing Disclosure Certificate, Certificate and the Escrow Agreement, form and content of Bond Counsel’s approving opinion regarding the treatment of interest on the Bonds under California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, or information relating to DTC or its book-entry only system and the Bond Insurer and the Bond Insurance Policy included therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement and the Escrow Agreement other than the District, this Purchase Agreement Agreement, the Escrow Agreement, and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective parties thereto District and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; (iii) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; and (iv) the Refunded Bonds Bond have been discharged and defeased in accordance with the documents authorizing the issuance thereofgoverning their original issuance.