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12. The Authority and the Commission have entered into this Agreement in <br /> reliance upon the representations and agreements of the Issuer herein and the performance by the <br /> Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing. The <br /> obligation of the Authority and the Commission under this Agreement are and shall be subject to <br /> the following further conditions: <br /> (a) At the Closing, the Bond Ordinance and the Tax Ordinance shall <br /> be in full force and effect and shall not have been amended, modified or <br /> supplemented after the date hereof except as may have been agreed to by the <br /> Authority and the Commission, and the Issuer shall have duly adopted and there <br /> shall be in full force and effect such other ordinances and resolutions as, in the <br /> opinion of Bond Counsel and the Commission, shall be necessary in connection <br /> with the transactions contemplated hereby. <br /> (b) The representations and warranties of the Issuer contained herein <br /> shall be true, complete and correct on the date hereof and on and as of the date of <br /> the Closing, as if made on and as of the date of the Closing. <br /> (c) At or prior to the Closing, the Commission and the Authority shall <br /> have received the following: <br /> (1) The Bond Ordinance and the Tax Ordinance, certified by <br /> the Issuer under its seal as having been duly adopted and as being in full <br /> force and effect, with only such amendments as may have been agreed to <br /> by the Commission and the Authority; <br /> (2) An unqualified approving opinion, dated the date of the <br /> Closing, of Bond Counsel, in form and substance satisfactory to the <br /> Commission and the Authority, to the effect that: <br /> (i) the Issuer is duly created and validly <br /> existing as a city of the first class of the State of Arkansas, with <br /> the power to adopt the Bond Ordinance and the Tax Ordinance, <br /> perform the agreements on its part contained in the Bond <br /> Ordinance, and issue the Bond; <br /> (ii) the Bond has been duly authorized and <br /> issued by the Issuer and is a valid and binding special obligation of <br /> the Issuer enforceable in accordance with its terms; <br /> (iii) the Bond is secured by an irrevocable <br /> pledge of and lien on the Tax collections as provided in the Bond <br /> Ordinance, which pledge is valid and enforceable; and <br /> (iv) the interest on the Bond is exempt from all <br /> Arkansas state, county, and municipal taxes; <br /> 8 <br />