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(3) They have examined the Official Statement and, in their opinion, with respect to the System and the City, the Official Statement, as of the date of Closing, does not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; D. At the Closing, the Issuer will deliver a letter from the auditors for the System, in form and content satisfactory to the Underwriter, consenting to the use in the Official Statement of audits reported on by such auditors; E. At the Closing, the Issuer will deliver an agreement, between the Issuer and the Trustee, in compliance with SEC Rule 15c2-12 (with regard to "continuing disclosure" ) ; and F. At the Closing, the Issuer will deliver such certificates and writings as may be reasonably requested by Bond Counsel . 9 . The Underwriter shall have the right to cancel and terminate its obligations under this Agreement at any time before Closing if any of the following occurs : (a) Legislation shall have been enacted by the Congress of the United States, or adopted by or introduced in either House or any committee thereof, or a decision shall have been rendered by a court of the United States or the Tax Court of the United States, or a ruling shall have been made or regulations shall have been proposed or made by the Treasury Department of the United States, the Internal Revenue Service or any other governmental agency with respect to federal taxation upon revenues or other income of the general character to be derived by the Issuer or by any similar body, or upon interest received on obligations of the general character of the Bonds which, in the opinion of the Underwriter, materially adversely affects the market price of the Bonds or the market price generally of obligations of the general character of the Bonds; or (b) Any legislation, ordinance, rule or regulation shall be enacted or be actively considered for enactment by any governmental body, department or agency of the State of Arkansas, or a decision by any court of competent jurisdiction within the State of Arkansas shall be rendered which, in the opinion of the Underwriter, materially adversely affects the market price of the Bonds; or (c) A stop order, ruling, regulation or official statement by or on behalf of the Securities and Exchange Commission shall be issued or made to the effect that the issuance, offering or sale of the Bonds, or of obligations of the general character of the Bonds, as contemplated hereby, is in violation of any provisions of the Securities Act of 1933 , or the Trust Indenture Act of 1939; or