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f. Limited Offering. The Underwriter hereby represents, warrants and <br />covenants that the Bonds were initially sold pursuant to a limited offering. The Bonds <br />were sold to not more than thirty-five persons that qualify as "Accredited Investors" (as <br />defined in Rule 501 of Regulation D under the Securities Act (as defined herein)) or <br />"Qualified Institutional Buyers" (within the meaning of Rule 144A under the Securities <br />Act). <br />6. City Representations, Warranties and Covenants. The City represents, warrants <br />and covenants that: <br />a. Due Organization, Existence and Authority. The City is a political <br />subdivision of the State of Texas (the "State"), and has, and at the Closing Date will <br />have, full legal right, power and authority: <br />(i) to enter into: <br />(1) this Agreement; <br />(2) the Indenture; <br />(3) the Amended and Restated Trace Public Improvement <br />District Reimbursement Agreement, effective September 18, 2018 (the <br />"Reimbursement Agreement"), executed and delivered by the City and <br />Highpointe Trace, LLC, a California limited liability company (the <br />"Developer"); <br />(4) the Trace Public Improvement District Financing <br />Agreement, dated October 20, 2015, which was amended and restated on <br />September 18, 2018 (the "Financing Agreement"), executed and delivered <br />by the City and the Developer, and, as consenting parties, Pacesetter <br />Homes, LLC and Buffington Texas Classic Homes, LLC; <br />(5) the Landowner Agreement, effective as of October 18, <br />2016 (the "Landowner Agreement"), executed and delivered by the City <br />and the Developer; <br />(6) the Agreement Regarding Fire Station, effective November <br />2, 2015 (the "Fire Station Agreement"), executed and delivered by the <br />City and the Developer; <br />(7) the Agreement Regarding Conveyance of Right and <br />Redemption and Waiver of Agricultural Valuation (TRACE PID) dated as <br />of January 15, 2019, executed and delivered by the City, the Developer <br />and UMB Bank, N.A., as Escrow Agent (the "Redemption Waiver <br />Agreement"); and <br />(8) the Continuing Disclosure Agreement of Issuer with <br />respect to the Bonds, dated as of January 15, 2019 (the "Continuing <br />8 <br />4158-2138-4984.4 <br />