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engaged in hostilities (other than those currently ongoing in Iraq and Afghanistan) that result in a
<br /> declaration of war or a national emergency; or(E)there occurs a general suspension of trading on
<br /> the New York Stock Exchange; or (F) a general banking moratorium is declared by the United
<br /> States of America, State of New York or State authorities; or (G) an event occurs which in the
<br /> judgment of the Underwriter(i) makes untrue or incorrect in any material respect,as of the time of
<br /> such event, any statement or information contained in the Preliminary Official Statement or the
<br /> Official Statement or which is not reflected in the Preliminary Official Statement or the Official
<br /> Statement but should be reflected therein in order to make the statements and information contained
<br /> therein not misleading in any material respect,and/or(ii)adversely affects the market for the Series
<br /> 2022 Bonds or the sale, at the contemplated offering prices,by the Underwriter of the Series 2022
<br /> Bonds; or (H) all documentation in connection with the issuance of the Series 2022 Bonds is not
<br /> satisfactory in form and substance to the Underwriter or the Underwriter's Counsel; or
<br /> (I) economic, market or other conditions occur or exist which, in the judgment of the Underwriter,
<br /> render the Series 2022 Bonds incapable of being sold on terms acceptable to the Underwriter; or
<br /> (J)the results of any due diligence efforts by the Underwriter with respect to the proposed issuance
<br /> of the Series 2022 Bonds shall not, in the sole discretion of the Underwriter, be satisfactory to the
<br /> Underwriter; or (K) any suit, proceeding, litigation or other action are commenced, or, if
<br /> commenced prior to the date hereof, are continuing or have been adjudicated,which, in any event,
<br /> in the reasonable judgment of the Underwriter, may affect the marketing, sale or delivery of the
<br /> Series 2022 Bonds; or(L)there shall have occurred any outbreak or escalation of hostilities or other
<br /> national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the
<br /> financial markets of the United States being such as, in the Underwriter's judgment,would make it
<br /> impracticable for the Underwriter to deliver the Series 2022 Bonds; or (M) the Underwriter, the
<br /> Company, the Charter School and the Issuer have not reached agreement as to the terms of any of
<br /> the agreements referred to in this Bond Purchase Agreement; or (N) additional events or
<br /> announcements related to the COVID-19 virus and its impact resulting in the cancellation of orders
<br /> from investors or inability of investors to proceed with the purchase of their bonds in an amount
<br /> that the Underwriter deems to have an adverse material impact on the sale of and market for the
<br /> Series 2022 Bonds; or (0) the credit rating assigned to the Series 2022 Bonds by S&P Global
<br /> Ratings ("S&P")is downgraded below"BB").
<br /> (d) At or prior to the Closing, the Underwriter shall have received the following
<br /> documents (in each case with such changes as the Underwriter shall approve):
<br /> (i) The unqualified approving opinion of Bond Counsel,dated the date of the
<br /> Closing, in the substantially same form set forth in the Preliminary Official Statement,
<br /> which shall be satisfactory to the Underwriter, and a supplementary opinion of Bond
<br /> Counsel addressed to the Underwriter, dated the date of the Closing, in the substantially
<br /> same form as set forth in Exhibit B attached hereto, which shall be satisfactory to the
<br /> Underwriter;
<br /> (ii) The opinion(s) of Dorsey & Whitney, LLP, Minneapolis, Minnesota,
<br /> Counsel to the Charter School and the Company, dated the date of Closing and addressed
<br /> to the Issuer,the Trustee,Bond Counsel and the Underwriter, in the substantially same set
<br /> forth in Exhibit C attached hereto,which shall be satisfactory to Bond Counsel,the Issuer,
<br /> the Trustee and the Underwriter;
<br /> (iii) The opinion of Ballard Spahr LLP, as counsel to the Underwriter, in
<br /> customary form and in form and substance satisfactory to the Underwriter;
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