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• "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 and the manager of the System 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)there has been no material adverse change in the business, property, or financial condition of the System and the System has not incurred any material liabilities other than in the normal course of business which have not been disclosed in writing to the Commission and the Authority since the date of the latest financial statements submitted to the Commission and the Authority; (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 Natural Resources Commission 101 East Capitol, Suite 350 Little Rock, Arkansas 72201 Attention: Pris Houchens • 8