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modified or supplemented after the date hereof except as may have <br /> been agreed to by the Bank, and the Issuer shall have duly adopted <br /> and there shall be in full force and effect such other ordinances <br /> and resolutions as, in the opinion of Friday, Eldredge & Clark, <br /> LLP, Little Rock, Arkansas (the "Bond Counsel" ) shall be necessary <br /> in connection with the transactions contemplated hereby; <br /> B. At the Closing the Bank shall receive the approving <br /> opinion, dated as of the Closing, of Bond Counsel, in customary <br /> form and content satisfactory to the Underwriter, plus all other <br /> documents, opinions and certificates reasonably required by Bond <br /> Counsel or the Bank to evidence (i) compliance by the Issuer with <br /> legal requirements, (ii) the truth and accuracy, as of the date of <br /> Closing, of the representations of the Issuer contained herein, and <br /> (iii) the due performance or satisfaction by the Issuer at or prior <br /> to the Closing of all agreements to be performed and all conditions <br /> to be satisfied by the Issuer; <br /> C. At the Closing, the Issuer will deliver a certificate, <br /> dated the date of the Closing, signed by the Chairman of the <br /> Batesville Utilities Commission and the Manager of the System and <br /> in form and substance satisfactory to the Underwriter, to the <br /> effect that <br /> (1) Each of the representations and warranties of <br /> the Issuer set forth herein, including without limitation <br /> those set forth in paragraph 7 .H, is true and correct in <br /> all material respects as of the Closing and the Issuer <br /> has complied with each of its covenants and agreements <br /> required in this Agreement to be complied with at or <br /> prior to the Closing; and <br /> (2) There has been no material adverse change in <br /> the business, property or financial condition of the <br /> System since the date hereof, the System has not since <br /> the date hereof incurred any material liabilities other <br /> than in the normal course of business; <br /> D. At the Closing, the Issuer will deliver a letter from the <br /> auditors for the System, in form and content satisfactory to the <br /> Bank, satisfying the requirements for the issuance of first lien, <br /> parity obligations, as provided in the Authorizing Ordinance; <br /> E. At the Closing, the Issuer will deliver such certificates <br /> and writings as may be reasonably requested by Bond Counsel . <br /> 9 . The Bank shall have the right to cancel and terminate its <br /> obligations under this Agreement at any time before Closing if any <br /> of the following occurs : <br /> (a) Legislation shall have been enacted by the Congress of <br /> the United States, or adopted by or introduced in either House or <br /> 4 <br />