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Commission, or any authority for the issuance of the Series 2003 Bonds, the adoption of the Resolution, the conduct of the referendum or the execution and deliveryby the County of this Bond Purchase Contract and the Continuing Disclosure Certificate. (vii) A certificate, which shall be true and correct at the time of Closing, signed by the County Finance Director, or such other officials satisfactory to the Underwriter, and in form and substance satisfactory to the Underwriter, to the effect that, to the best of their knowledge and belief (A) the representations, warranties and covenants of the County contained herein are true and correct in all material respects and are complied with as of the time of Closing, (B) the information appearing in the Official Statement under the captions "THE COUNTY" and "COUNTY FINANCIAL MATTERS" has been provided by the County specifically for inclusion therein and is true, correct and complete as of its date, (C) except as described under the caption referred to in (B) above, since the date of the audited financial statements contained in the Official Statement, there has been no material adverse change in the financial condition of the County, and (D) the Official Statement did not as of its date, and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading (provided, that no opinion need be expressed regarding the information contained therein relating to the Insurer or the Policy). (viii) A certificate of an authorized representative of U.S. Bank (the "Bank"), as Registrar and Paying Agent to the effect that (A) the Bank is a national banking association duly organized, validly existing and in good standing under the laws ofthe United States of America and is duly authorized to exercise trust powers in the State of Florida, (B) the Bank has all requisite authority, power, licenses, permits and franchises, and has full corporate power and legal authority to execute and perform its functions under the Resolution, (C) the performance by the Bank of its functions under the Resolution will not result in any violation of the Articles of Association or Bylaws ofthe Bank, any court order to which the Bank is subject or any agreement, indenture or other obligation or instrument to which the Bank is a party or by which the Bank is bound, and no approval or other action by any govemmental authority or agency having supervisoryauthorityover the Bank is required to be obtained by the Bank in order to perform its functions under the Resolution, and (D) to the best of such representative's knowledge, there is no action, suit, proceeding or investigation at law or in equitybefore any court, public board or body pending or, to his or her knowledge, threatened against or affecting the Bank wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto is likely to materially and adversely affect the ability of the Bank to perform its obligations under the Resolution. The Policy issued by the Insurer. (x) An opinion of general counsel to the Insurer or a certificate of an officer of the Insurer dated the date of the Closing and addressed to the Underwriter, concerning the Insurer, 11