ANY TIME DURING THE OPTION PERIOD AND PURSUANT TO THE OPTION
AGREEMENT, LENDER SHALL HAVE THE OPTION (THE "OPTION") TO PURCHASE THE PROPERTY
BY PROVIDING BUYER WITH NO LESS THAN ONE HUNDRED EIGHTY (180) DAYS' PRIOR
WRITTEN NOTICE.
UPON EXERCISE OF THE OPTION, SO LONG AS BORROWER HAS OBTAINED
THE EMERGENCY ROOM PERMITS, BORROWER SHALL IMMEDIATELY COMMENCE CONSTRUCTION OF
THE EMERGENCY ROOM FACILITY IN ACCORDANCE WITH THE TERMS OF THE OPTION
AGREEMENT.
THE TERMS OF THE TRANSACTIONS CONTEMPLATED BY THE EXERCISE OF THE
OPTION, INCLUDING, WITHOUT LIMITATION, THE PURCHASE PRICE FOR THE PROPERTY,
SHALL BE AS SET FORTH IN THE OPTION AGREEMENT.
UNLESS LENDER EXERCISES THE PUT
RIGHT, LENDER SHALL HAVE THE RIGHT TO EXERCISE THE OPTION DURING THE OPTION
PERIOD NOTWITHSTANDING ANY PREPAYMENT OF THE LOAN.
(C)
LENDER ACKNOWLEDGES THAT CERTAIN PROPERTY ADJACENT TO THE
PROPERTY IS CURRENTLY OWNED BY BORROWER AND IMPROVED WITH, AMONG OTHER THINGS, A
HOSPITAL, EMERGENCY ROOM BUILDING, AND PARKING AREAS, AND CERTAIN PORTIONS OF
THE EMERGENCY ROOM BUILDING, A BUILDING ADJACENT TO THE EMERGENCY ROOM BUILDING,
AND PARKING AREAS EXTEND OVER AND ONTO THE PROPERTY.
AS SUCH, IF, AND ONLY IF,
LENDER EXERCISES THE OPTION, AND AS A CONDITION TO LENDER'S ACQUISITION OF THE
PROPERTY PURSUANT TO THE EXERCISE OF THE OPTION, BORROWER AND LENDER SHALL
9
ENTER INTO AN ADJACENT PROPERTY ACCESS LEASE, PROVIDING FOR, AMONG OTHER THINGS,
A LEASE-BACK TO BORROWER OF AN AREA OF APPROXIMATELY 10,000 SQUARE FEET
CONSISTING OF THE EMERGENCY ROOM, AN AREA ADJACENT TO THE EMERGENCY ROOM FOR USE
AS A RADIOLOGY ROOM, AND CERTAIN PORTIONS OF THE ADJACENT BUILDING; A LICENSE TO
USE THE AREAS WHERE THE GENERATORS, OXYGEN TANKS AND SERVERS ARE CURRENTLY
LOCATED; ACCESS TO THE TUNNEL, HOSPITAL, PARKING AREAS, GENERATORS, SERVERS, AND
OXYGEN TANKS; AN EASEMENT TO USE ONE HUNDRED (100) PARKING SPACES AT THE
PROPERTY (SUBJECT TO THE RELOCATION RIGHT DESCRIBED IN SECTION 5.22); AND THE
USE OF CERTAIN OTHER APPURTENANT RIGHTS UPON TERMS AND CONDITIONS AS SET FORTH
IN THE ADJACENT PROPERTY ACCESS LEASE.
1.6
CURRENT BANKRUPTCY.
NOTWITHSTANDING THE PROVISIONS OF
SECTION 1129(A)(9)(A) OR ANY OTHER PROVISION OF THE BANKRUPTCY CODE, THE LOAN
SHALL NOT BE REQUIRED TO BE REPAID BY BORROWER UPON CONFIRMATION OF A PLAN OF
REORGANIZATION FOR THE BORROWER IN THE CURRENT BANKRUPTCY.
II.
CLOSING CONDITIONS
2.1
CONDITIONS OF LENDER'S OBLIGATION TO CLOSE.
THE CLOSING DATE SHALL
NOT OCCUR, AND LENDER SHALL NOT BE REQUIRED TO DISBURSE THE LOAN AMOUNT
HEREUNDER UNTIL THE CONDITIONS AND REQUIREMENTS SET FORTH BELOW HAVE BEEN
COMPLETED AND FULFILLED TO THE REASONABLE SATISFACTION OF LENDER (OR WAIVED BY
LENDER IN WRITING):
(A)
LOAN DOCUMENTS.
BORROWER SHALL EXECUTE AND DELIVER (OR CAUSE TO
BE EXECUTED AND DELIVERED) TO LENDER AND ESCROW HOLDER THE LOAN DOCUMENTS AND
SUCH OTHER DOCUMENTS AS LENDER MAY REQUIRE, IN FORM AND SUBSTANCE ACCEPTABLE TO
LENDER AND TO ITS COUNSEL, IN THEIR SOLE DISCRETION, TO EVIDENCE AND SECURE THE
LOAN.
LENDER MAY DESIGNATE WHICH OF THE LOAN DOCUMENTS ARE TO BE PLACED OF
RECORD, THE ORDER OF RECORDING THEREOF, AND