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18 <br />4887-1989-4478v4/200356-0620 <br />therein, in the light of the circumstances under which they were made, not <br />misleading; <br />(6) a certificate of the City, in form and substance satisfactory to the <br />Underwriter, dated the Closing Date, to the effect that; <br />(i) the representations and warranties of the City contained in this <br />Purchase Contract are true and correct in all material respects on and as of the <br />Closing Date with the same effect as if made on the Closing Date; and <br />(ii) there has been no material adverse change in the financial <br />condition or results of operations of the City or the Enterprise from the date of the <br />Official Statement to the Closing Date; <br />(7) a certificate of the Authority, in form and substance satisfactory to the <br />Underwriter, dated the Closing Date, to the effect that the representations and <br />warranties of the Authority contained in this Purchase Agreement are true and correct <br />in all material respects on and as of the Closing Date with the same effect as if made <br />on the Closing Date; <br />(8) a certificate, dated the date of the Preliminary Official Statement, <br />from the Authority and the City, in the form attached hereto as Exhibit B; <br />(9) an opinion of counsel to U.S. Bank, dated the Closing Date, addressed <br />to the Underwriter and to the City, to the effect that: <br />(i) U.S. Bank is a national banking association duly organized <br />and validly existing under the laws of the United States; <br />(ii) U.S. Bank has duly authorized the execution and delivery of <br />the Indenture and the Escrow Agreement; <br />(iii) the Indenture and the Escrow Agreement have been duly <br />entered into and delivered by U.S. Bank and assuming due, valid and binding <br />authorization, execution and delivery by the other parties thereto, constitute the legal, <br />valid and binding obligation of U.S. Bank enforceable against U.S. Bank in <br />accordance with their terms, except as the enforceability thereof may be limited by <br />applicable bankruptcy, insolvency or other similar laws affecting the enforcement of <br />creditors’ rights generally, or by general principles of equity; <br />(iv) U.S. Bank has duly authenticated and delivered the Bonds in <br />its capacity as trustee under the Indenture; <br />(v) acceptance by U.S. Bank of the duties and obligations under <br />the Indenture and the Escrow Agreement and compliance with provisions thereof will <br />not conflict with or constitute a breach of or default under any law or administrative <br />regulation to which U.S. Bank is subject; and <br />(vi) all approvals, consents and orders of any governmental <br />authority or agency having jurisdiction in the matter which would constitute a <br />8.A. - Page 229 of 255 <br />857