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• 12. The Authority and the Commission have entered into this Agreement in reliance upon the representations and agreements of the Issuer herein and the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing. The obligation of the Authority and the Commission under this Agreement are and shall be subject to the following further conditions: (a) At the Closing, the Bond Ordinance and the Rate Ordinances shall be in full force and effect and shall not have been amended, modified, or supplemented after the date hereof except as may have been agreed to by the Authority and the Commission, and the Issuer shall have duly adopted and there shall be in full force and effect such other ordinances and resolutions as, in the opinion of Bond Counsel and the Commission, shall be necessary in connection with the transactions contemplated hereby. (b) The representations and warranties of the Issuer contained herein shall be true,complete, and correct on the date hereof and on and as of the date of the Closing, as if made on and as of the date of the Closing. (c) At or prior to the Closing, the Commission and the Authority shall have received the following: (1) The Bond Ordinance certified by the Issuer under its seal as having been duly adopted and as being in-full force and effect, with only such amendments as may have been • agreed to by the Commission and the Authority; (2) An unqualified approving opinion, dated the date of the Closing, of Bond Counsel, in form and substance satisfactory to the Commission and the Authority, to the effect that: (i) the Issuer is duly created and validly existing as a city of the first class of the State of Arkansas, with the power to adopt the Bond Ordinance, perform the agreements on its part contained in the Bond Ordinance, and issue the Bond; (ii) the Bond has been duly authorized and issued by the Issuer and is a valid and binding special obligation of the Issuer enforceable in accordance with its terms; (iii) the Bond is secured by an irrevocable pledge of and lien on the System Revenues as provided in the Bond Ordinance, which pledge is valid and enforceable; and (iv) the interest on the Bond is exempt from all Arkansas state, county, and municipal taxes; (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 attached to the Memorandum of Agreement for the Project and • (ii) if the Bond were being purchased on a tax-exempt basis, the Bond would not constitute a 7