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r-. Maintenance of Corporate Existence (Section 5.07) The Company shall maintain its corporate existence, except as permitted below, and shall remain qualified to do business in the State of Florida, or cause any successor corporation to be and remain so qualified or to file with the Trustee a consent to service of process in the State of Florida acceptable to the Trustee. Subject to the provisions of the Loan Agreement, so long as the Credit Facility is in effect and the Credit Facility Provider has not wrongfully failed to honor any demand for funds under the Credit Facility, with the prior written consent of the Credit Facility Provider, the Company may consolidate with or merge into NHC or permit NHC to consolidate with or merge into it or may sell substantially all of its assets to NHC, provided that the resulting corporation or other business entity shall be a solvent corporation or other business entity and shall assume in writing all of the obligations of the Company under the Loan Agreement, including all covenants therein contained. Except as provided in the immediately preceding paragraph of this Section, without the prior consent of NHC and the Trustee, the Company shall not dissolve or otherwise dispose of all or substantially all of its assets, consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it; provided, however, that, if no Event of Default then exists, the Company may without the prior consent of NHC consolidate with or merge into another corporation incorporated under the laws of the United States of America, one of the states thereof or the District of Columbia, or permit one or more of such corporations to consolidate with or merge into it, or sell or otherwise transfer to another such corporation all or substantially all of its assets and thereafter dissolve (i) if the Company is the surviving corporation or (ii) if the surviving, resulting or transferee corporation shall be a solvent corporation and shall assume in writing all of the obligations of the Company under the Loan Agreement, including all covenants therein contained. Payment of Certain Taxes, Assessments, Liens and Charges (Section 5.05) The Company shall (a) pay, or make provision for payment of, all lawful taxes and assessments, including income, profits, property or excise taxes, if any, or other municipal or governmental charges levied or assessed by the federal, state or any municipal government upon any payments pursuant to the Loan Agreement when the same shall become due and (b) pay or cause to be discharged or make adequate provision to satisfy and discharge, within 60 days after the same shall accrue, any lien or charge upon any payments under the Loan Agreement. -42-