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(3) A supplemental opinion, dated the date of Closing, of Bond Counsel, in form and substance satisfactory to the Commission and the Authority, to the effect that (i) the Bond and the Bond Ordinance conform in both form and tenor to the provisions relating thereto summarized in the Term Sheet for the Project and (ii) if the Bond were being purchased on a tax-exempt basis, the Bond would not constitute a "private activity bond" within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended, and covering such other matters as may be reasonably requested by the Authority and the Commission; (4) A certificate dated the date of the Closing and signed by the Mayor and the City Clerk of the Issuer to the effect that: (i) the representations and warranties of the Issuer contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing, (ii) the Issuer has complied with all agreements and covenants and satisfied all conditions on its part to be complied with or satisfied at or prior to the Closing, and (iii) the collections of the Tax have not been pledged to any other interest-bearing obligation of the Issuer, other than the Series 2010 Bond; (5) Two counterpart originals of a transcript of all proceedings relating to the authorization and issuance of the Bond; and (6) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Commission, the Authority and Bond Counsel may reasonably request to evidence compliance by the Issuer with legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the Issuer herein contained, and the due performance or satisfaction by the Issuer at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Issuer. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Commission and the Authority. The performance of any and all obligations of the Issuer under this Agreement and the performance of any and all conditions contained herein for the benefit of the Authority and the Commission may be waived by the Authority and the Commission in their sole discretion. 13. All notices, demands and formal actions hereunder will be in writing mailed, telegraphed, or delivered to the parties at the following addresses: The Issuer: Issuer's Notice Address The Commission: Arkansas National Resources Commission 101 East Capitol, Suite 350 Little Rock, Arkansas 72201 Attention: Pris Houchens 9