(I) ANY LAW, GOVERNMENT RULE, REGULATION, ORDER, JUDGMENT OR AWARD
APPLICABLE TO SUCH BORROWER OR ITS PROPERTY, (II) ANY PROVISION OF SUCH
BORROWER'S ORGANIZATIONAL DOCUMENTS, OR (III) VIOLATE OR RESULT IN A DEFAULT
(IMMEDIATELY, WITH THE PASSAGE OF TIME OR WITH THE GIVING OF NOTICE) UNDER ANY
CONTRACT, AGREEMENT OR INSTRUMENT TO WHICH SUCH BORROWER IS A PARTY, OR BY WHICH
SUCH BORROWER IS BOUND.
NO
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BORROWER IS IN VIOLATION OF, NOR HAS KNOWINGLY CAUSED ANY OTHER PERSON TO
VIOLATE ANY TERM OF ANY AGREEMENT OR INSTRUMENT TO WHICH IT OR SUCH OTHER PERSON
IS A PARTY OR BY WHICH IT MAY BE BOUND OR OF ITS ORGANIZATIONAL DOCUMENTS OR
MINUTES, WHICH VIOLATION COULD REASONABLY BE EXPECTED TO CAUSE A MATERIAL
ADVERSE EFFECT.
(C)
EACH BORROWER HAS ALL REQUISITE POWER AND
AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
AND TO INCUR THE OBLIGATIONS HEREIN PROVIDED FOR, AND HAS TAKEN ALL PROPER AND
NECESSARY ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH SUCH BORROWER IS A PARTY.
(D)
THIS AGREEMENT, THE REVOLVING NOTE AND THE
OTHER LOAN DOCUMENTS REQUIRED TO BE EXECUTED AND DELIVERED BY ANY BORROWER
HEREUNDER, WHEN DELIVERED, WILL BE VALID AND BINDING UPON ALL SUCH BORROWERS A
PARTY THERETO AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
5.02
PLACES OF BUSINESS.
EACH BORROWER'S JURISDICTION
OF ORGANIZATION IS SET FORTH IN SCHEDULE 2.01 HERETO AND (A) EACH BORROWER'S
CHIEF EXECUTIVE OFFICE, (B) ALL OTHER PLACES OF BUSINESS OF EACH SUCH BORROWER
AND (C) ANY OTHER LOCATIONS OF ANY COLLATERAL ARE LOCATED AT THE CORRESPONDING
ADDRESSES SET FORTH ON SCHEDULE 2.02 HERETO.
EXCEPT AS DISCLOSED ON SCHEDULE
2.03 HERETO:
(A) NO BORROWER HAS BEEN ORGANIZED IN ANY OTHER JURISDICTION NOR
CHANGED ANY SUCH LOCATION IN THE LAST FIVE (5) YEARS, (B) NO BORROWER HAS
CHANGED ITS NAME IN THE LAST FIVE (5) YEARS, AND (C) DURING SUCH PERIOD NO
BORROWER USED, NOR DOES ANY BORROWER NOW USE, ANY FICTITIOUS OR TRADE NAME.
5.03
HEALTHCARE MATTERS.
(A)
OPERATION OF FACILITIES. EACH BORROWER THAT
PROVIDES HEALTH CARE SERVICES OWNS OR LEASES THE FACILITIES IN WHICH IT PROVIDES
HEALTH CARE SERVICES AND (I) MAINTAINS MEDICARE AND MEDICAID PROVIDER STATUS AND
IS THE HOLDER OF THE PROVIDER IDENTIFICATION NUMBERS IDENTIFIED ON SCHEDULE 2.04
HERETO, ALL OF WHICH ARE CURRENT AND VALID AND SUCH BORROWER HAS NOT ALLOWED,
PERMITTED, AUTHORIZED OR CAUSED ANY OTHER PERSON TO USE ANY SUCH PROVIDER
IDENTIFICATION NUMBER, AND (II) HAS OBTAINED ALL MATERIAL PERMITS NECESSARY FOR
SUCH BORROWER TO OWN ITS ASSETS, TO CARRY ON ITS BUSINESS, TO EXECUTE, DELIVER
AND PERFORM THE LOAN DOCUMENTS, AND TO RECEIVE PAYMENTS FROM THE OBLIGORS AND,
IF ORGANIZED AS A NOT-FOR-PROFIT ENTITY, HAS AND MAINTAINS ITS STATUS, IF ANY,
AS AN ORGANIZATION EXEMPT FROM FEDERAL TAXATION UNDER SECTION 501(C)(3) OF THE
INTERNAL REVENUE CODE.
NO BORROWER HAS BEEN NOTIFIED BY ANY SUCH GOVERNMENTAL
AUTHORITY OR OTHER PERSON DURING THE IMMEDIATELY PRECEDING 24 MONTH PERIOD THAT