SUM OF
ONE MILLION DOLLARS ($1,000,000) TO OFFSET THE SOFT AND HARD COSTS OF DESIGN AND
CONSTRUCTION OF THE NEW EMERGENCY ROOM FACILITY TO THE EXTENT THE MONIES IN THE
EMERGENCY ROOM ACCOUNT WERE INSUFFICIENT TO PAY ALL OF SAID COSTS, INCLUDING,
WITHOUT LIMITATION, COSTS ASSOCIATED WITH FINANCING THE CONSTRUCTION OF THE
EMERGENCY ROOM FACILITY.
NOTWITHSTANDING ANYTHING IN THE LOAN DOCUMENTS TO THE
CONTRARY, LENDER SHALL SUBORDINATE ALL OF ITS RIGHTS AND INTERESTS TO THE
EMERGENCY ROOM ACCOUNT PURSUANT TO THE TERMS OF A SUBORDINATION AGREEMENT TO BE
ENTERED INTO BY BORROWER AND ANY LENDER PROVIDING FINANCING TO BORROWER FOR
PURPOSES OF DESIGN AND CONSTRUCTION OF THE EMERGENCY ROOM FACILITY.
5.22
PARKING SPACES.
SEVENTY-FIVE (75) OF THE ONE
HUNDRED (100) PARKING SPACES WHICH SHALL BE LEASED TO BORROWER UNDER THE
ADJACENT PROPERTY ACCESS LEASE MAY BE RELOCATED BY LENDER TO A PLACE OUTSIDE OF
THE BOUNDARIES OF THE LAND SO LONG AS THE LOCATION THEREOF, AND THE DISTANCE
THEREOF FROM THE EMERGENCY ROOM FACILITY, COMPLIES WITH ALL APPLICABLE LAWS AND
REGULATIONS AND PROVIDED, FURTHER, THAT SUCH RELOCATED PARKING IS WITHIN THREE
HUNDRED (300) YARDS OF THE ENTRANCE OF THE EMERGENCY ROOM FACILITY.
5.23
EXISTENCE; CHANGE OF NAME; LOCATION AS A REGISTERED
ORGANIZATION.
BORROWER SHALL CONTINUOUSLY MAINTAIN (A) ITS EXISTENCE AND SHALL
NOT DISSOLVE OR PERMIT ITS DISSOLUTION, AND (B) ITS RIGHTS AND FRANCHISES TO DO
BUSINESS IN THE STATE WHERE THE PROPERTY IS LOCATED.
BORROWER SHALL NOT CHANGE
BORROWER'S NAME, LEGAL ENTITY, OR ITS LOCATION AS A REGISTERED ORGANIZATION
WITHIN THE MEANING OF THE UCC, WITHOUT NOTIFYING LENDER OF SUCH CHANGE IN
WRITING AT LEAST THIRTY (30) DAYS PRIOR TO ITS EFFECTIVE DATE.
THE NOTIFICATION
REQUIREMENTS SET FORTH IN THIS
20
SECTION ARE IN ADDITION TO, AND NOT IN LIMITATION OF, THE REQUIREMENTS OF
ARTICLE 7.
BORROWER SHALL PAY ALL COSTS AND EXPENSES INCURRED BY LENDER
(INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES) IN CONNECTION WITH ANY
CHANGE DESCRIBED HEREIN.
5.24
RESERVED.
5.25
PROHIBITED TRANSACTIONS.
BORROWER SHALL NOT ENGAGE
IN ANY TRANSACTION WHICH WOULD CAUSE ANY OBLIGATION OR ACTION TAKEN OR TO BE
TAKEN HEREUNDER BY BORROWER (OR THE EXERCISE BY LENDER OF ANY OF ITS RIGHTS
UNDER ANY OF THE LOAN DOCUMENTS) TO BE A NON-EXEMPT (UNDER A STATUTORY OR
ADMINISTRATIVE CLASS EXEMPTION) PROHIBITED TRANSACTION UNDER ERISA.
BORROWER
AGREES TO DELIVER TO LENDER SUCH CERTIFICATIONS OR OTHER EVIDENCE THROUGHOUT THE
TERM OF THE LOAN AS REQUESTED BY LENDER IN ITS SOLE DISCRETION TO CONFIRM
COMPLIANCE WITH BORROWER'S OBLIGATIONS UNDER THIS SECTION 5.24 OR TO CONFIRM
THAT BORROWER'S REPRESENTATIONS AND WARRANTIES REGARDING ERISA REMAIN TRUE.
5.26
COMPLIANCE WITH ANTI-TERRORISM, EMBARGO, SANCTIONS
AND ANTI-MONEY LAUNDERING LAWS.
BORROWER SHALL COMPLY WITH ALL REQUIREMENTS OF
LAW RELATING TO MONEY LAUNDERING, ANTI-TERRORISM, TRADE EMBARGOS AND ECONOMIC
SANCTIONS, NOW OR HEREAFTER IN EFFECT, INCLUDING, WITHOUT LIMITATION,
ANTI-TERRORISM LAWS.
WITHOUT LIMITING THE FOREGOING, BORROWER SHALL NOT TAKE
ANY ACTION, OR PERMIT ANY ACTION TO BE TAKEN, THAT WOULD CAUSE BORROWER'S
REPRESENTATIONS AND WARRANTIES IN SECTION 4.1(L) OF THIS LOAN AGREEMENT TO
BECOME UNTRUE OR INACCURATE AT