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the "Rate Ordinances" ) , or (v) in any way question or affect this <br /> Agreement or the transactions contemplated hereby, or any other <br /> agreement or instrument to which the Issuer is a party and relating <br /> to the Bonds or the System; and <br /> 8 . The Bank has entered into this Agreement in reliance upon <br /> the representations and agreements of the Issuer herein and the <br /> performance by the Issuer of its obligations hereunder, both as of <br /> the date hereof and as of the Closing. The Bank' s obligations <br /> under this Agreement are and shall be subject to the following <br /> further conditions : <br /> A. At the Closing, the Authorizing Ordinance and the Rate <br /> Ordinances shall be in full force and effect and the Authorizing <br /> Ordinance shall not have been amended, modified or supplemented <br /> after the date hereof except as may have been agreed to by the <br /> Bank, and the Issuer shall have duly adopted and there shall be in <br /> full force and effect such other ordinances and resolutions as, in <br /> the opinion of Friday, Eldredge & Clark, LLP, Little Rock, Arkansas <br /> (the "Bond Counsel" ) shall be necessary in connection with the <br /> 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 Bank, 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 Bank, to the 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 /> 4 <br />