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19 <br />4887-1989-4478v4/200356-0620 <br />condition precedent to the performance by U.S. Bank of its duties and obligations <br />under the Indenture and the Escrow Agreement have been obtained and are in full <br />force and effect; <br />(10) a certificate, dated the Closing Date, signed by a duly authorized <br />officer of U.S. Bank, to the effect that; <br />(i) U.S. Bank is a national banking association organized and <br />existing under and by virtue of the laws of the United States of America, having the <br />necessary power to enter into, accept, and administer the trusts created under the <br />Indenture and the Escrow Agreement and to authenticate the Bonds; <br />(ii) The Indenture and the Escrow Agreement have been duly <br />authorized, executed, and delivered by a duly authorized officer of U.S. Bank, and the <br />execution, delivery, and performance of the Indenture and the Escrow Agreement <br />have been duly authorized by all necessary action of U.S. Bank; <br />(iii) The Indenture and the Escrow Agreement constitute the legal, <br />valid, and binding obligation of U.S. Bank enforceable in accordance with their <br />terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or <br />other laws affecting the enforcement of creditors’ rights generally and by the <br />application of equitable principles, if equitable remedies are sought; <br />(iv) the Bonds have been duly authenticated by a duly authorized <br />officer of U.S. Bank; <br />(v) no consent, approval, authorization, or other action by any <br />governmental or regulatory authority having jurisdiction over U.S. Bank that has not <br />been obtained is or will be required for the execution and delivery of the Indenture <br />and the Escrow Agreement or the performance by U.S. Bank of its duties and <br />obligations under the Indenture and Escrow Agreement; <br />(vi) the execution and delivery by U.S. Bank of the Indenture and <br />the Escrow Agreement and compliance with the terms thereof will not conflict with, <br />or result in a violation or breach of, or constitute a default under, any loan agreement, <br />indenture, bond, note, resolution, or any other agreement or instrument to which U.S. <br />Bank is a party or by which it is bound, or any law or any rule, regulation, order, or <br />decree of any court or governmental agency or body having jurisdiction over U.S. <br />Bank or any of its activities or properties (except that no representation, warranty, or <br />agreement need be made with respect to any federal or State securities or blue sky <br />laws or regulations); <br />(vii) U.S. Bank’s action in executing and delivering the Indenture <br />and the Escrow Agreement will not contravene the articles or bylaws of U.S. Bank <br />and is in full compliance with, and does not conflict with, any applicable law or <br />governmental regulation currently in effect, and such action does not conflict with or <br />violate any contract to which U.S. Bank is a party or any administrative or judicial <br />decision by which U.S. Bank is bound; and <br />8.A. - Page 230 of 255 <br />858