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P.A. (herein "Bond Counsel"), and in the opinion of Best & Flanagan LLP, counsel to the
<br />Underwriter, shall be necessary in connection with the transactions contemplated hereby or the
<br />documentation of security for the Bonds.
<br />(c) The Underwriter may terminate this Bond Purchase Agreement by notification in
<br />writing or by telegram to the Issuer and the Borrower if at any time subsequent to the date hereof
<br />and at or prior to the Closing: (A) legislation shall be enacted by, or favorably reported out of
<br />committee to, either House of the Congress of the United States of America, or a decision by a
<br />court of the United States of America shall be rendered, or a regulation or ruling shall be issued
<br />or proposed by or on behalf of the Treasury Department, the Internal Revenue Service, or any
<br />other agency of the Federal government having jurisdiction, or a release or official statement
<br />shall be issued by the Treasury Department, the Internal Revenue Service of the United States, or
<br />any other agency of the Federal government having jurisdiction, with respect to Federal taxation
<br />upon interest received on obligations of the character of the Bonds, which, in the reasonable
<br />judgment of the Underwriter, materially adversely affects the market for the Bonds or the sale, at
<br />the contemplated offering prices, by the Underwriter of the Bonds; or (B) a stop order, ruling,
<br />regulation, proposed regulation or statement by or on behalf of the Securities and Exchange
<br />Commission shall be issued or made to the effect that the issuance, offering, sale or distribution
<br />of obligations of the character of the Bonds is in violation of any provisions of the Securities Act
<br />of 1933, as amended (the "1933 Act"), or of the Trust Indenture Act of 1939, as amended (the
<br />"1939 Act"); or (C) the Congress of the United States of America shall enact a law, or a bill shall
<br />be favorably reported out of committee of either House, or a decision by a court of the United
<br />States of America shall be rendered, or a ruling, regulation, proposed regulation or statement by
<br />or on behalf of the Securities and Exchange Commission or any other agency of the Federal
<br />government having jurisdiction of the subject matter shall be made, to the effect that securities of
<br />the Issuer or of any similar public body are not exempt from the registration, qualification or
<br />other requirements of the 1933 Act or the 1939 Act; or (D) the United States of America shall
<br />have become engaged in hostilities which have resulted in a declaration of war or a national
<br />emergency; or (E) there shall have occurred a general suspension of trading on the New York
<br />Stock Exchange; or (F) a general banking moratorium shall have been declared by the United
<br />States of America, State of New York or State of Minnesota authorities; or (G) an event shall
<br />occur which in the reasonable judgment of the Underwriter (1) makes untrue or incorrect in any
<br />material respect, as of the time of such event, any statement or information contained in the
<br />Official Statement or which is not reflected in the Official Statement but should be reflected
<br />therein in order to make the statements and information contained therein not misleading in any
<br />material respect and/or (2) materially adversely affects the market for the Bonds or the sale, at
<br />the contemplated offering prices, by the Underwriter of the Bonds; or (H) all documentation in
<br />connection with the issuance of the Bonds shall not be satisfactory in form and substance to the
<br />Underwriter or its counsel; or (I) economic, market or other conditions shall occur or exist
<br />which, in the judgment of the Underwriter, render the Bonds incapable of being sold on terms
<br />acceptable to the Underwriter; or (J) the results of any due diligence efforts by the Underwriter
<br />with respect to the proposed issuance of the Bonds shall not, in the sole discretion of the
<br />Underwriter, be satisfactory to the Underwriter; or (K) any suit, proceeding, litigation or other
<br />action shall be commenced, or, if commenced prior to the date hereof, shall be continuing or
<br />have been adjudicated, which, in any event, in the reasonable judgment of the Underwriter, may
<br />affect the marketing, sale or delivery of the Bonds; or (L) the Underwriter, the Borrower, the
<br />School, and the Issuer shall not have reached agreement as to the terms of any of the agreements
<br />referred to in this Bond Purchase Agreement.
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