Item PFA-3 - Water Revenue Bonds

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(6) a certificate of the City, in form and substance satisfactory to the Underwriter, dated the Closing Date, to the effect that; (i) the representations and warranties of the City contained in this Purchase Contract are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; and (ii) there has been no material adverse change in the financial condition or results of operations of the City or the Water System from the date of the Official Statement to the Closing Date; (7) a certificate of the Authority, in form and substance satisfactory to the Underwriter, dated the Closing Date, to the effect that the representations and warranties of the Authority contained in this Purchase Contract are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (8) a certificate, dated the date of the Preliminary Official Statement, from the Authority and the City, in the form attached hereto as Exhibit B; (9) an opinion of counsel to U.S. Bank, dated the Closing Date, addressed to the Underwriter and to the City, to the effect that: (i) U.S. Bank is a national banking association duly organized and validly existing under the laws of the United States; (ii) U.S. Bank has duly authorized the execution and delivery of the Indenture and the Escrow Agreement (collectively, the "U.S. Bank Documents"); (iii) the U.S. Bank Documents have been duly entered into and delivered by U.S. Bank and assuming due, valid and binding authorization, execution and delivery by the other parties thereto, constitute the legal, valid and binding obligations of U.S. Bank enforceable against U.S. Bank in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally, or by general principles of equity; (iv) U.S. Bank has duly authenticated and delivered the Bonds in its capacity as trustee under the Indenture; (v) acceptance by U.S. Bank of the duties and obligations under the U.S. Bank Documents and compliance with provisions thereof will not conflict with or constitute a breach of or default under any law or administrative regulation to which U.S. Bank is subject; and (vi) all approvals, consents and orders of any governmental authority or agency having jurisdiction in the matter which would constitute a condition precedent to the performance by U.S. Bank of its duties and obligations under the U.S. Bank Documents have been obtained and are in full force and effect; 18 Error! Unknown document property name.