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Subordination, Non-Disturbance, and Attornment Agreement, dated as of August 1, 2022 (the
<br /> "SNDA"),between the Company,the Charter School and the Trustee,(i)the Assignment of Lease,
<br /> 0) the Intercreditor Agreement, dated as of August 1, 2022 (the "Intercreditor Agreement"),
<br /> between the Trustee, the Company, the Charter School, and [ ] (the "Depository Bank"),
<br /> (k)the Disbursing Agreement,dated as of August 1,2022 (the"Disbursing Agreement"),between
<br /> the Company, the Trustee, and Land Title, Inc. (the "Title Insurer"), (1)the Collateral Assignment
<br /> of Construction Contract, dated as of August 1, 2022, between the Company and the Trustee (the
<br /> "Collateral Assignment of Construction Contract"), (m) the Collateral Assignment of Architect's
<br /> Contract, dated as of August 1, 2022, between the Company and the Trustee (the "Collateral
<br /> Assignment of Construction Contract") (collectively, the documents listed in (a)-(m) are referred
<br /> to as the"Company Documents"), are true and correct and all such statements and information set
<br /> forth in the Preliminary Official Statement, as of its date and the date hereof, with respect to the
<br /> Company, the School Facilities, was true and correct in all material respects and the Official
<br /> Statement as of the date of closing, the Series 2022 Pro j ect, and the Company Documents as of
<br /> Closing,with respect to the Company,the School Facilities,will be true and correct in all material
<br /> respects and the Preliminary Official Statement with respect to the Company and the Company
<br /> Documents does not and the Official Statement with respect to the Company and the Company
<br /> Documents will not contain any untrue or misleading statement of a material fact or omit to state
<br /> any material fact necessary to make the statement therein,in light of the circumstances under which
<br /> it is made,not misleading.
<br /> (11) If, at any time prior to the earlier of(A)receipt of notice from the Underwriter that
<br /> the Official Statement is no longer required to be delivered under the Rule,or(B)ninety(90)days
<br /> after the Closing, any event occurs known to the Company(or which should have been known to
<br /> the Company upon diligent inquiry) as a result of which the Preliminary Official Statement or the
<br /> Official Statement with respect to the Company,the School Facilities,the Series 2022 Project, and
<br /> the Company Documents, as then amended or supplemented,might include an untrue statement of
<br /> a material fact, or omit to state any material fact necessary to make the statements therein, in light
<br /> of the circumstances under which they are made, not misleading, the Company shall promptly
<br /> notify the Underwriter thereof in writing. Upon the request of the Underwriter,the Company shall
<br /> prepare and deliver to the Underwriter, at the expense of the Company(including attorneys' fees),
<br /> as many copies of an amendment or supplement to the Preliminary Official Statement or the
<br /> Official Statement which will correct any untrue statement or omission therein as the Underwriter
<br /> may reasonably request.
<br /> (iii) The Company is duly organized and existing as a nonprofit corporation under the
<br /> laws of the State and the Company has full legal right, power and authority to enter into the
<br /> Company Documents, and to carry out and consummate all transactions contemplated by such
<br /> documents.
<br /> (iv) The execution and delivery of this Bond Purchase Agreement does not, and the
<br /> execution and delivery of the Company Documents and compliance with the provisions of each of
<br /> them, under the circumstances contemplated thereby, does not and will not conflict with or
<br /> constitute on the part of the Company a breach of or default under any other agreement or
<br /> instrument to which the Company is a party or to the Company's knowledge, any existing law,
<br /> administrative regulation, court order or consent decree to which the Company is subject.
<br /> (v) All approvals, consents and orders of any governmental authority, board, agency,
<br /> council,commission or other body in or of any state and the federal government having jurisdiction
<br /> which would constitute a condition precedent to the performance by the Company of its obligations
<br /> hereunder and under the other Company Documents have been obtained or,if not,will be obtained
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