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indemnity unless (1) the retention of such counsel has been specifically authorized by the Charter School
<br /> and the Company, or (ii) in the reasonable judgment of the Underwriter or any such controlling person
<br /> thereof, such separate counsel is advisable by reason of any actual or potential conflict of interest or by
<br /> reason of separate defenses. The Issuer or any controlling person thereof shall have the right to retain legal
<br /> separate legal counsel in connection with any such matter if,in the sole and absolute discretion of the Issuer
<br /> or any such controlling person, exercised in good faith, it is deemed desirable or necessary by the Issuer or
<br /> such controlling person, and the fees and expenses of such separate legal counsel shall be included within
<br /> the costs indemnified pursuant to this Section, and no prior approval to such separate representation shall
<br /> be required.
<br /> The Underwriter agrees to indemnify and hold harmless the Issuer, the Charter School, the
<br /> Company, as applicable, and each person,if any,who controls(as such term is defined in Section 15 of the
<br /> 1933 Act and Section 20 of the 1934 Act)the Issuer,the Company,the Charter School, against any and all
<br /> judgments, losses, claims, damages and liability arising or purportedly arising out of(a)the price and yield
<br /> of the Series 2022 Bonds stated on the inside front cover of the Official Statement, (b) the optional
<br /> redemption dates and prices for the Series 2022 Bonds, (c) the last paragraph of the cover of the Official
<br /> Statement, (d) the information under the heading "UNDERWRITING" in the Preliminary Official
<br /> Statement or the Official Statement,which information has been furnished by the Underwriter specifically
<br /> for use in preparation thereof,(e)any other information in the Preliminary Official Statement or the Official
<br /> Statement furnished in writing specifically for use therein by the Underwriter,and(f)any failure or alleged
<br /> failure on the part of the Underwriter to comply with its covenants provided in Section 4(d) hereof or the
<br /> 1933 Act, the Securities Exchange Act of 1934, as amended, or any applicable state Blue Sky law in the
<br /> offer or sale of the Series 2022 Bonds. In case any such claim shall be presented in writing or any action
<br /> shall be brought against the Issuer,the Company,or the Charter School, as applicable,with respect thereto,
<br /> indemnity may be sought from the Underwriter on account of its agreement contained in this Section, the
<br /> Underwriter shall have the rights and duties given to the Company and the Charter School in the above
<br /> paragraph and the Issuer, the Company, and the Charter School, as applicable, shall have the rights and
<br /> duties given by the above paragraph to the Issuer, the Underwriter, and persons therein referred to as
<br /> controlling persons. In no case shall the Underwriter be responsible to the Company or Charter School for
<br /> any amount in excess of the underwriting fee applicable to the Series 2022 Bonds purchased by it pursuant
<br /> to this Bond Purchase Agreement. There shall be no limitation on the extent of indemnification with respect
<br /> to the Issuer.
<br /> No recourse shall be had against the Underwriter for loss, damage, liability, cost or expense
<br /> (whether direct, indirect or consequential) of the Company or the Charter School arising out of or in
<br /> defending,prosecuting,negotiating or responding to any inquiry, questionnaire, audit, suit,action, or other
<br /> proceeding brought or received from the Internal Revenue Service in connection with the Series 2022 Bonds
<br /> or otherwise relating to the tax treatment of interest on the Series 2022 Bonds.
<br /> The indemnities contained herein shall survive the Closing under the Bond Purchase Agreement
<br /> and any investigation made by or on behalf of the Underwriter or the Issuer or any person who controls any
<br /> of such parties of any matters described in or related to the transactions contemplated hereby and by the
<br /> Preliminary Official Statement, the Official Statement, the Resolution, the Indenture, the Company
<br /> Documents and the Charter School Documents.
<br /> The parties hereto shall not be liable to indemnify any person in any settlement of any action
<br /> effected without its consent. The parties hereto shall not be liable for any judgment if, as a result of the
<br /> failure of the indemnified person to give notice of the commencement of a suit in respect of which indemnity
<br /> shall be sought,the parties hereto are not provided sufficient notice to defend such suit.
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