Item PFA-3 - Water Revenue Bonds

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(10) a certificate, dated the Closing Date, signed by a duly authorized officer of U.S. Bank, to the effect that; (i) U.S. Bank is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the necessary power to enter into, accept, and administer the trusts created under U.S. Bank Documents and to authenticate the Bonds; (ii) U.S. Bank Documents have been duly authorized, executed, and delivered by a duly authorized officer of U.S. Bank, and the execution, delivery, and performance of U.S. Bank Documents have been duly authorized by all necessary action of U.S. Bank; (iii) U.S. Bank Documents constitute the legal, valid, and binding obligations of U.S. Bank enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; (iv) the Bonds have been duly authenticated by a duly authorized officer of U.S. Bank; (v) no consent, approval, authorization, or other action by any governmental or regulatory authority having jurisdiction over U.S. Bank that has not been obtained is or will be required for the execution and delivery of U.S. Bank Documents or the performance by U.S. Bank of its duties and obligations under U.S. Bank Documents; (vi) the execution and delivery by U.S. Bank of U.S. Bank Documents and compliance with the terms thereof will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution, or any other agreement or instrument to which U.S. Bank is a party or by which it is bound, or any law or any rule, regulation, order, or decree of any court or governmental agency or body having jurisdiction over U.S. Bank or any of its activities or properties (except that no representation, warranty, or agreement need be made with respect to any federal or State securities or blue sky laws or regulations); (vii) U.S. Bank's action in executing and delivering U.S. Bank Documents will not contravene the articles or bylaws of U.S. Bank and is in full compliance with, and does not conflict with, any applicable law or governmental regulation currently in effect, and such action does not conflict with or violate any contract to which U.S. Bank is a party or any administrative or judicial decision by which U.S. Bank is bound; and (viii) there is no action, suit, proceeding, or investigation, at law or in equity, before or by any court or governmental agency, public board, or body that has been served on U.S. Bank, or to the best knowledge of U.S. Bank, threatened against U.S. Bank which in the reasonable judgment of U.S. Bank would affect the 19 Error! Unknown document property name.