Maintenance of Corporate Existence and Status. The Corporation agrees that it will at all times maintain its existence as a Kentucky non-stock, nonprofit corporation and that it will neither take any action nor suffer any action to be taken by others that will alter, change, or destroy its status as a nonprofit corporation or its status as a Tax-Exempt Organization. The Corporation further covenants that none of its money, property, or other assets will be distributed to any of its directors or officers; provided, however, that the Corporation may pay compensation or provide payment in kind in a reasonable amount for services rendered or expenses incurred. The Corporation further agrees that it will not act or fail to act in any other manner that would adversely affect any exemption from federal income taxation to which the interest on any Tax-Exempt Bonds would otherwise be entitled.
Maintenance of Corporate Existence and Status. The Loan Parties shall each (a) keep and maintain its corporate existence, status and authority, and (b) not vary or amend its by-laws or its instruments of incorporation without the prior written consent of the Lender (such consent not to be unreasonably withheld or delayed) and unless such variation or amendment would not be likely to prejudice the rights of the Lender under any Document or adversely affect, in a material manner, the ability of each corporate Loan Party to perform its obligations under any Documents to which it is a party.
Maintenance of Corporate Existence and Status. Each Borrower agrees that it or any successor to it, following a merger or consolidation permitted by Section 413 of the Master Indenture, will at all times maintain its existence as a Florida not for profit corporation and that it will neither take any action nor suffer any action to be taken by others which will alter, change or destroy its status as a not for profit corporation or its status as a Tax-Exempt Organization. Each Borrower further covenants that none of its money, property or other assets will be distributed to any of its directors or officers or to any other private person or individual; provided, however, that a Borrower may pay compensation or provide payment in kind in a reasonable amount for services rendered, including for service as a director only, or otherwise distribute its money, property or other assets to its directors, officers or any other private person or individual if such distribution is permitted by the Florida Not For Profit Corporation Act, and is otherwise permitted under the terms hereof. The Borrowers further agree that they will not act or fail to act in any other manner which could adversely affect any exemption from federal income taxation to which the interest on the Bonds would otherwise be entitled.
Maintenance of Corporate Existence and Status. Except as otherwise expressly provided herein, the Hospital Corporation covenants and agrees that it will (1) preserve its corporate or other separate legal existence, (2) preserve all its rights and licenses to the extent necessary or desirable in the operation of its business and affairs and (3) be and remain qualified to do business and conduct its affairs in each jurisdiction where its ownership of Property or the conduct of its business or affairs requires such qualification; provided, however, that nothing herein contained shall be construed to obligate the Hospital Corporation to retain, preserve or keep in effect any of its rights, licenses or qualifications no longer used or, in the judgment of its governing board, useful in the conduct of its business. As of the date of this Loan Agreement, the Hospital Corporation is an organization described in Section 501(c)(3) of the Code and is a “public charity” as defined in Section 509(a) of the Code and has received a letter from the Internal Revenue Service to that effect; such letter has not been modified, limited or revoked; the Hospital Corporation is in substantial compliance with all terms, conditions, and limitations, if any, contained in such letter; the facts and circumstances which form the basis of such letter as represented to the Internal Revenue Service continue substantially to exist; the Hospital Corporation is exempt from federal income taxes under Section 501(a) of the Code by virtue of being an organization described in Section 501(c)(3) of the Code; and the Hospital Corporation agrees that it shall maintain its status as an organization described in Section 501(c)(3) of the Code and shall not perform any acts or enter into any agreements which shall adversely affect such federal income tax status nor shall it carry on or permit to be carried on in its facilities or permit such facilities to be used in or for any trade or business if such activity would adversely affect the exclusion from gross income for purposes of federal income taxation of interest on any of the Bonds or if such activity would adversely affect the federal income tax status of the Hospital Corporation under Section 501(c)(3) of the Code.
