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at 10 : 00 a .m. , prevailing local time, on 2005, or at such other time or on such earlier or later date as is mutually agreed upon, and at the offices of Friday, Eldredge & Clark, LLP, Little Rock, Arkansas or at such other place as is mutually agreed upon. At the Closing, the Issuer will deliver, or cause to be delivered, to the Bank a typewritten Bond or Bonds, duly executed and authenticated, together with the other documents herein required. The Bonds shall be prepared and delivered in authorized denominations and registered in the name of the Bank. At the Closing, and subject to satisfaction (or proper waiver by the Bank) of the conditions to its obligations to purchase the Bonds, the Bank will accept delivery and pay the purchase price of the Bonds by immediately available funds payable to the order of the Trustee for the account of the Issuer. If at the Closing the Issuer fails to deliver the Bonds as provided herein, or if at the Closing any of the conditions specified in paragraph 8 hereof shall not have been fulfilled to the satisfaction of the Bank, the Bank may elect to be relieved of any further obligations under this Agreement without thereby waiving any other rights the Bank may have by reason of such failure or nonfulfillment . The Bank and the Issuer understand that in any of such events the actual respective expenses, costs or damages of such parties may be unequal , and any such amounts incurred by any party may be greater or may be less than those amounts incurred by any other. Accordingly, and subject to paragraphs 11 and 12 hereof, each party hereby waives any right to claim that its actual expenses, costs or damages are or will be greater than the actual expenses, costs or damages incurred or suffered by any such party, and no such party shall be entitled to claim any damages from the other. 6 . The Bank represents that it is purchasing the Bonds for its own account and agrees that it will execute and deliver an investment letter documenting its investment intent, in accordance with the provisions of SEC Rule 15c2-12 . 7 . In order to induce the Bank to enter into this Agreement, the Issuer represents to and agrees with the Bank that : A. The Issuer is and will be at the Closing a duly organized and existing municipality under the Constitution and laws of the State of Arkansas and has, and at the date of Closing will have, full legal right, power and authority (i) to enter into this Agreement , (ii) to adopt the Authorizing Ordinance, (iii) to issue, sell and deliver the Bonds to the Bank as provided herein, and (iv) to carry out and consummate the transactions contemplated by this Agreement and the Authorizing Ordinance; 2