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Operation and Maintenance of Project
<br />The Company agrees that at all times during the Term of Agreement it will, at the
<br />Company's own expense, maintain, preserve and keep the Schoolhouse, or pursuant to the Lease
<br />cause the School to maintain, preserve and keep the Schoolhouse in good repair, working order
<br />and condition and that it will make or pursuant to the Lease cause the School to make all repairs,
<br />replacements and renewals deemed proper and necessary by it. In addition, the Company has the
<br />privilege of remodeling the Schoolhouse or making substitutions, additions, modifications and
<br />improvements to the Schoolhouse as the Company, in its discretion, may deem to be desirable
<br />for the Company's or the School's use for such purposes as will be permitted by the Act, the
<br />costs of which remodeling, substitutions, additions, modifications and improvements will be paid
<br />by the Company, and the same wilt be the property of the Company and be included under the
<br />terms of the Loan Agreement and the Mortgage as part of the Schoolhouse; provided, however,
<br />that the Schoolhouse and the Mortgaged Property, respectively, as remodeled, improved or
<br />altered, upon completion of such remodeling, substitutions, additions, modifications and
<br />improvements, will be of a value not less than the value of the Schoolhouse and the Mortgaged
<br />Property, respectively, immediately prior to the remodeling or the making of substitutions,
<br />additions, modifications and improvements, Notwithstanding the foregoing, if such substitution,
<br />modification, addition or improvement requires the expenditure in any one year period of an
<br />amount greater than 25% of the insured value of the Project (determined at the time such work
<br />commences), the Company will, prior to initiating such substitution, modification, addition or
<br />improvement, provide the Trustee with a certificate from the Company Representative to the
<br />effect that. based upon a financial feasibility study prepared by or at the request of the Company
<br />Representative, such substitution, modification, addition or improvement in and of itself will not
<br />materially diminish the amount of Lease Revenues from the Schoolhouse received by the
<br />Company or the amount of lease payments or Adjusted Pledged Revenues of the School during
<br />the next succeeding fiscal year from the level received in the last preceding fiscal year prior to
<br />such substitution, modification, addition or improvement.
<br />Maintenance of Nonprofit Corporate Existence
<br />The Company agrees that during the Term of Agreement it will maintain its nonprofit
<br />corporate existence, will maintain its status as an exempt organization under Section 501(c}(3) of
<br />the Code, will continue to be a nonprofit corporation qualified to transact business and in good
<br />standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets
<br />and will not consolidate with or merge into another legal entity or permit one or more legal
<br />entities to consolidate with or merge into it. The School has made similar representations in the
<br />Tax Regulatory Agreement.
<br />Assurance of Tax Exemption
<br />The Company represents that it understands, after consultation with such legal counsel as
<br />deemed appropriate, that the exclusion from gross income of interest on the Series 2013A Bonds
<br />for federal income tax purposes is dependent on the accuracy and truthfulness of representations
<br />made in the Tax Regulatory Agreement. The Company covenants and warrants that such
<br />representations are accurate and truthful and the Company will comply with the Tax Regulatory
<br />Agreement.
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