Common use of Post-Closing Clause in Contracts

Post-Closing. Following the Closing Date: (a) All Monthly Payments and Principal Prepayments received by Seller on or after the Cut-off Date shall belong to Buyer, and Seller shall forward any remittances received by Seller from Seller’s Servicer (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; provided, however, that the Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further that, Seller shall be permitted to make protective advances, not to exceed $1,000 (unless otherwise approved in writing by Buyer), on any Mortgage Loan during such period to ensure the related mortgaged property is not lost to any tax sale and will not be in violation of any municipal upkeep or safety ordnances or requirements. (b) All Monthly Payments received before the Cut-off Date shall belong to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent that such Principal Prepayment was not included in the amount set forth in the Mortgage Loan Schedule as the principal amount outstanding. (c) Buyer shall not be required to pay Seller or Seller’s Servicer for any amounts advanced with respect to any expenses incurred and all monetary advances (including, without limitation, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to the Cut-off Date or any servicing fees accruing through the Cut-off Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and Mortgage File with respect to each Mortgage Loan shall be vested in Buyer, and the ownership of all other records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of Seller shall immediately vest in Buyer. Seller shall deliver to Buyer any documents that come into its possession with respect to the Mortgage Loans following the sale of the Mortgage Loans to Buyer.

Post-Closing. Following After the Closing, Purchaser shall make good faith efforts to collect all unpaid Rents for any period prior to the Closing Date: , provided that Purchaser shall have no obligation to institute litigation or terminate any Leases (aother than the GSA Lease) All Monthly Payments and Principal Prepayments in connection with any such collections. Without limitation of the foregoing, Seller hereby reserves the right to collect Delinquent Rents (defined below) after the Closing, including the right to file an action for collection (provided that, in connection therewith, Seller shall not terminate any of the Leases or disturb the tenants’ possessory rights thereunder). If with respect to a particular Lease (other than the GSA Lease) there are, as of the Closing, unpaid Rents for the Closing Month or any period prior to the Closing Month (collectively with respect to such Lease, “Delinquent Rents”), then until all of such Delinquent Rents are paid in full, each payment of Rents received by Seller on or Purchaser with respect to such Lease shall be applied (A) first, to Delinquent Rents payable for the Closing Month, if any, (B) second, to Rents payable for any period after the Cut-off Date shall belong to BuyerClosing Month, and (C) third, the Delinquent Rents payable prior to the Closing Month. With respect to each particular Lease (other than the GSA Lease), as long as there are Delinquent Rents with respect to such Lease, if Seller shall forward or Purchaser receives any remittances received by Seller from Seller’s Servicer (which will be net payment of any Interim Servicing Fees and any Servicing Advances (as defined herein) made Rents with respect to such Lease after the Cut-off DateClosing, then each shall retain or pay such amounts (or portions thereof) within the later of the Remittance Date or 15 days after receipt by Seller; provided, however, that the Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further that, Seller shall be permitted to make protective advances, not to exceed $1,000 (unless otherwise approved in writing by Buyer), on any Mortgage Loan during such period to ensure the related mortgaged property is not lost to any tax sale and will not be in violation of any municipal upkeep or safety ordnances or requirements. (b) All Monthly Payments received before the Cut-off Date shall belong to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent order that such Principal Prepayment was not included payments are applied in the amount manner set forth in the Mortgage Loan Schedule as the principal amount outstanding. this subsection (c) Buyer shall not be required to pay Seller or Seller’s Servicer for ii), provided that any amounts advanced applied under subsection (A) shall be prorated with respect to any expenses incurred Purchaser for the number of days during the Closing Month from, including and all monetary advances (including, without limitation, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to after the Cut-off Date or any servicing fees accruing through the Cut-off Closing Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and Mortgage File with respect to each Mortgage Loan shall be vested in Buyer, and Seller for the ownership number of all other records and documents with respect to days during the related Mortgage Loan prepared by or which come into Closing Month before the possession of Seller shall immediately vest in Buyer. Seller shall deliver to Buyer any documents that come into its possession with respect to the Mortgage Loans following the sale of the Mortgage Loans to BuyerClosing Date.

Post-Closing. Following Seller covenants and agrees that after the Closing DateDate it will: (a) All Monthly Payments Cooperate with Purchaser in the event its parent corporation is required to include audited financial statements with respect to the Hospital in its filings with the United States Securities and Principal Prepayments received by Seller on or after the Cut-off Date shall belong to Buyer, and Seller shall forward any remittances received by Seller from Seller’s Servicer (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; provided, however, that the Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further that, Seller shall be permitted to make protective advances, not to exceed $1,000 (unless otherwise approved in writing by Buyer), on any Mortgage Loan during such period to ensure the related mortgaged property is not lost to any tax sale and will not be in violation of any municipal upkeep or safety ordnances or requirementsExchange Commission. (b) All Monthly Payments received before the Cut-off Date shall belong Take such actions and properly execute and deliver to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent that Purchaser such Principal Prepayment was not included further instruments of assignment, conveyance and transfer as, in the amount set forth in reasonable opinion of counsel for Purchaser and Seller, may be reasonably necessary to assure, complete and evidence the Mortgage Loan Schedule as the principal amount outstandingfull and effective transfer and conveyance of Seller's Assets. (c) Buyer shall not be required to pay Seller Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms hereof or Seller’s Servicer for any amounts advanced with respect to any expenses incurred and all monetary advances (includingwhich, without limitationby agreement of the parties, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to fully performed as of the Cut-off Closing Date or any servicing fees accruing through and the Cut-off performance of which, by written agreement of the parties, has been extended until after the Closing Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and Mortgage File with respect or cause to each Mortgage Loan shall be vested in Buyer, and the ownership of all other records and documents filed any final cost reports with respect to the related Mortgage Loan prepared by cost reporting periods prior to the Closing Date for which it or which come into the possession Partnership may be responsible under applicable state and federal law within the time periods proscribed thereunder, it being understood and agreed that the purpose of Seller shall immediately vest in Buyer. Seller shall deliver this provision is to Buyer any documents ensure that come into its possession there is no adverse affect on the reimbursement paid to Purchaser or the Partnership with respect to the Mortgage Loans following operations at the sale Hospital after Closing. (e) To permit Purchaser, the Corporation and/or the Partnership to continue to use, for a period of one hundred eighty (180) days after the Closing, proprietary materials, programs, manuals, promotional materials and other intangibles owned or developed by Seller and used by the Corporation or the Partnership in connection with the operations at the Hospital as are reasonably necessary to the continued licensure, certification and/or accreditation of the Mortgage Loans Hospital after Closing. (f) To provide data processing services with respect to Buyerthe Hospital and the hospitals which are the subject of the Other Agreements on the terms and for the cost specified in Exhibit 9.03(f). (g) To permit Purchaser, the Corporation and/or the Partnership to use for a period of 60 days after Closing any signs located at the Hospital or any pre-printed materials, such as admitting forms or patient information materials, on which the Seller's name or logo may appear.

Post-Closing. Following Sellers and Alterra covenant and agree that, after the Closing Date, they will: (a) All Monthly Payments At no cost to Sellers or Alterra, reasonably cooperate with Purchaser if Purchaser is required to include audited financial statements with respect to the Facilities in its filings with the Securities and Principal Prepayments received by Seller on or after the Cut-off Date shall belong to Buyer, and Seller shall forward any remittances received by Seller from Seller’s Servicer (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; provided, however, that the Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further that, Seller shall be permitted to make protective advances, not to exceed $1,000 (unless otherwise approved in writing by Buyer), on any Mortgage Loan during such period to ensure the related mortgaged property is not lost to any tax sale and will not be in violation of any municipal upkeep or safety ordnances or requirements.Exchange Commission; (b) All Monthly Payments received before the Cut-off Date shall belong Take such actions and properly execute and deliver to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent that Purchaser such Principal Prepayment was not included further instruments of assignment, conveyance and transfer as, in the amount set forth in reasonable opinion of counsel for Purchaser and Seller, reasonably may be necessary to assure, complete and evidence the Mortgage Loan Schedule transfer and conveyance of Sellers' Assets as the principal amount outstanding.contemplated by this Agreement; (c) Buyer shall not be File the annual cost reports for the Facilities currently within the periods required by Medicare, Medicaid and any other third party payor and provide any additional documentation to pay Seller or Seller’s Servicer for any support the amounts advanced with respect to any expenses incurred and all monetary advances (including, without limitation, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to the Cut-off Date or any servicing fees accruing through the Cut-off Date, the reimbursement or payment of which shall be the sole responsibility of Seller.claimed under such cost reports within such time periods; (d) Upon the sale of the Mortgage LoansFurnish to Purchaser on or before July 31, the ownership of each Mortgage Note1999, Mortgage and Mortgage File with respect to each Mortgage Loan shall be vested in Buyerthose Construction Facilities for which a certificate of occupancy has not been issued by such date, the written agreements of the construction manager or general contractor(s), as the case may be, and the ownership architect and/or engineer, each in form and substance acceptable to Purchaser, that such construction manager, general contractor, architect and/or engineer will, at the request of all other records Purchaser and documents upon payment of amounts payable under the contract, continue performance of the contract notwithstanding any default of Sellers under such contract and, with respect to the related Mortgage Loan prepared agreement to be executed by or which come into the possession architect and/or engineer, that Purchaser will have the unrestricted use of Seller shall immediately vest in Buyer. Seller shall the Plans and Specifications without additional charge; (e) Within 90 days of Portfolio Stabilization, deliver to Buyer any documents that come into its possession Purchaser the Portfolio Stabilization Appraisal; (f) Furnish to Purchaser on or before July 31, 1999, a final "as built" survey of each Completed Facility prepared and certified in accordance with respect the Survey Requirements; (g) Furnish to Purchaser within 45 days of the Completion Date of each Construction Facility, a final "as built" survey prepared in accordance with the Survey Requirements; (h) Prior to the Mortgage Loans following the sale completion of construction of the Mortgage Loans Construction Facilities, maintain (or cause Lessee to Buyermaintain) the Construction Insurance on Construction Facilities; and (i) Furnish to Purchaser on or before June 30, 1999, the form of Resident Agreement for the Completed Facilities; and (j) Furnish to Purchaser within 45 days of the Completion Date of each Construction Facility, the form of Resident Agreement for the Completed Facilities; and (k) Furnish to Purchaser with 60 days of the date of this Agreement a copy of the Indiana Facility License.

Post-Closing. Following the Closing Date: (a) All Monthly Payments and Principal Prepayments received by Seller on or after the Cut-off Date shall belong to Buyer, and Seller shall forward any remittances received by Seller from Seller’s Servicer (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; provided, however, that the Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further that, Seller shall be permitted to make protective advances, not to exceed $1,000 (unless otherwise approved in writing by Buyer), on any Mortgage Loan during such period to ensure the related mortgaged property is not lost to any tax sale and will not be in violation of any municipal upkeep or safety ordnances or requirements. (b) All Monthly Payments received before the Cut-off Date shall belong to Seller. Principal Prepayments received by Seller on or before the Cut-off Date shall belong to Seller only to the extent that such Principal Prepayment was not included in the amount set forth in the Mortgage Loan Schedule as the principal amount outstanding. (c) Buyer shall not be required to pay Seller or Seller’s Servicer for any amounts advanced with respect to any expenses incurred and all monetary advances (including, without limitation, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to the Cut-off Date or any servicing fees accruing through the Cut-off Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and Mortgage File with respect to each Mortgage Loan shall be vested in Buyer, and the ownership of all other records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of Seller shall immediately vest in Buyer. Seller shall deliver to Buyer any documents that come into its possession with respect to the Mortgage Loans following the sale of the Mortgage Loans to Buyer.

Post-Closing. Following After the Closing, Buyer shall make diligent good faith efforts to collect all unpaid Rents for any period prior to the Closing, at no cost or expense to Buyer, provided that Buyer shall have no obligation to institute litigation, terminate any Leases or dispossess any Tenants in connection with any such collections except as otherwise expressly provided in this Agreement. Any Rents due and owing Seller before the Closing Date: (a) All Monthly Payments Date by Tenants under the Leases that are unpaid at the Closing, are herein called "Delinquent Rents". There shall he no cash credit to Seller at Closing on account of any Delinquent Rents, but, following Closing, rental and Principal Prepayments other payments received by Buyer or Seller on or after from Tenants, unless otherwise expressly provided in this Agreement, shall be first applied toward the Cut-off Date shall belong payment of rent and other charges then currently owed to Buyer, and second such Rents shall be applied toward the payment of Delinquent Rents. Seller shall forward have and reserves the right to pursue any remittances received by remedy against any Tenant owing Delinquent Rents, provided that Seller shall in no event institute any proceeding for the purpose of evicting or dispossessing a Tenant from Seller’s Servicer (which will be net of the Property or terminating any Interim Servicing Fees and any Servicing Advances (as defined herein) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; Leases, and Seller shall not commence any action in a court of law to collect the Delinquent Rents (provided, however, that the Seller foregoing shall not make be deemed to limit Seller's right to engage a collection agency otherwise limit the actions of such collection agency beyond the remedy limits set forth above). In connection with the foregoing, Buyer shall, at no cost or expense to Buyer, reasonably cooperate with Seller in any Servicing Advance following collection efforts hereunder. Buyer may not waive any Delinquent Rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts (other than in the Cut-off Date ordinary course of business in connection with any reconciliation of operating expenses and/or taxes under the Leases or any audit thereof) without first obtaining Seller's written consent, which consent may be given or withheld in Seller's sole and absolute discretion. Notwithstanding the prior foregoing, Buyer may, by written consent notice to Seller, restrict Seller from collecting such Delinquent Rents, but only if Buyer first pays Seller such Delinquent Rents in exchange for Seller's assignment to Buyer of all of Seller's rights and causes of action with respect thereto. Except as otherwise set forth herein with respect to Delinquent Rents, after the Buyer; provided, further thatClosing, Seller shall be permitted to make protective advances, not to exceed $1,000 (unless otherwise approved in writing by Buyer), on any Mortgage Loan during such period to ensure the related mortgaged property is not lost to any tax sale and will not be in violation of any municipal upkeep or safety ordnances or requirements. (b) All Monthly Payments received before the Cut-off Date shall belong to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent that such Principal Prepayment was not included in the amount set forth in the Mortgage Loan Schedule as the principal amount outstanding. (c) Buyer shall not be required to pay Seller or Seller’s Servicer for any amounts advanced with respect to any expenses incurred and all monetary advances (including, without limitation, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to the Cut-off Date or any servicing fees accruing through the Cut-off Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and Mortgage File with respect to each Mortgage Loan shall be vested in Buyer, and the ownership of all other records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of Seller shall immediately vest in Buyer. Seller shall deliver promptly to Buyer any documents that come into its possession with respect to Rents Seller receives from Tenants for any period after the Mortgage Loans following Closing. Buyer's obligation hereunder shall survive the sale of the Mortgage Loans to BuyerClosing.

Post-Closing. Following Seller covenants and agrees that after the Closing DateDate it will: (a) All Monthly Payments Cooperate with Purchaser in the event its parent corporation is required to include audited financial statements with respect to the Hospital and Principal Prepayments received by Seller on or after the Cut-off Date shall belong to Buyer, Clinics in its filings with the United States Securities and Seller shall forward any remittances received by Seller from Seller’s Servicer (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; provided, however, that the Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further that, Seller shall be permitted to make protective advances, not to exceed $1,000 (unless otherwise approved in writing by Buyer), on any Mortgage Loan during such period to ensure the related mortgaged property is not lost to any tax sale and will not be in violation of any municipal upkeep or safety ordnances or requirementsExchange Commission. (b) All Monthly Payments received before the Cut-off Date shall belong Take such actions and properly execute and deliver to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent that Purchaser such Principal Prepayment was not included further instruments of assignment, conveyance and transfer as, in the amount set forth in reasonable opinion of counsel for Purchaser and Seller, may be reasonably necessary to assure, complete and evidence the Mortgage Loan Schedule as the principal amount outstandingfull and effective transfer and conveyance of Seller's Assets. (c) Buyer shall not be required to pay Seller Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms hereof or Seller’s Servicer for any amounts advanced with respect to any expenses incurred and all monetary advances (includingwhich, without limitationby agreement of the parties, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to fully performed as of the Cut-off Closing Date or any servicing fees accruing through and the Cut-off performance of which, by written agreement of the parties, has been extended until after the Closing Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and Mortgage File with respect or cause to each Mortgage Loan shall be vested in Buyer, and the ownership of all other records and documents filed any final cost reports with respect to the related Mortgage Loan prepared by cost reporting periods prior to the Closing Date for which it or which come into the possession Partnership may be responsible under applicable state and federal law within the time periods proscribed thereunder, it being understood and agreed that the purpose of Seller shall immediately vest in Buyer. Seller shall deliver this provision is to Buyer any documents ensure that come into its possession there is no adverse affect on the reimbursement paid to Purchaser or the Partnership with respect to the Mortgage Loans following operations at the sale Hospital and the Clinics after Closing. (e) To permit Purchaser, the Corporation and/or the Partnership to continue to use, for a period of one hundred eighty (180) days after the Closing, proprietary materials, programs, manuals, promotional materials and other intangibles owned or developed by Seller and used by the Corporation or the Partnership in connection with the operations at the Hospital and/or the Clinics as are reasonably necessary to the continued licensure, certification and/or accreditation of the Mortgage Loans Hospital or the Clinics after Closing. (f) To provide data processing services with respect to Buyerthe Hospital and the hospitals which are the subject of the Other Agreements on the terms and for the cost specified in Exhibit 9.03(f). (g) To permit Purchaser, the Corporation and/or the Partnership to use for a period of 60 days after Closing any signs located at the Hospital and/or the Clinics or any pre-printed materials, such as admitting forms or patient information materials, on which the Seller's name or logo may appear.

Post-Closing. Following After the Closing, Buyer shall make diligent good faith efforts to collect all unpaid Rents for any period prior to the Closing, provided that Buyer shall have no obligation to institute litigation or terminate any Leases in connection with any such collections. Any Rents due and owing Seller before the Closing Date: (a) All Monthly Payments Date by Tenants under the Leases that are unpaid at the Closing, are herein called "Delinquent Rents". There shall be no cash credit to Seller at Closing on account of any Delinquent Rents, but following Closing, rental and Principal Prepayments other payments received by Buyer or Seller on or after from Tenants shall be first applied toward the Cutactual out-off Date shall belong of-pocket costs of collection paid to parties other than the managing agent of the Property, second toward the payment of rent and other charges then currently owed to Buyer, and Seller shall forward any remittances received by Seller from Seller’s Servicer (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; provided, however, that the Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further that, Seller third such Rents shall be permitted to make protective advances, not to exceed $1,000 (unless otherwise approved in writing by Buyer), on any Mortgage Loan during such period to ensure applied toward the related mortgaged property is not lost to any tax sale and will not be in violation of any municipal upkeep or safety ordnances or requirements. (b) All Monthly Payments received before the Cut-off Date shall belong to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent that such Principal Prepayment was not included in the amount set forth in the Mortgage Loan Schedule as the principal amount outstanding. (c) Buyer shall not be required to pay Seller or Seller’s Servicer for any amounts advanced with respect to any expenses incurred and all monetary advances (including, without limitation, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to the Cut-off Date or any servicing fees accruing through the Cut-off Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and Mortgage File with respect to each Mortgage Loan shall be vested in Buyer, and the ownership of all other records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of Seller shall immediately vest in BuyerDelinquent Rents. Seller shall deliver have and reserves the right to pursue any remedy against any Tenant owing Delinquent Rents, provided that Seller shall in no event institute any proceeding for the purpose of evicting or dispossessing a Tenant from the Real Property. In connection with the foregoing, Buyer shall reasonably cooperate with Seller in any collection efforts hereunder. Buyer may not waive any Delinquent Rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent, which consent may be given or withheld in Seller's sole and absolute discretion. Notwithstanding the foregoing, Buyer may, by written notice to Seller, restrict Seller from collecting such Delinquent Rents, but only if Buyer first pays Seller such Delinquent Rents in exchange for Seller's assignment to Buyer any documents that come into its possession of all of Seller's rights and causes of action with respect to the Mortgage Loans following the sale of the Mortgage Loans to Buyerthereto.

Post-Closing. Following After the Closing Date, Purchaser will: (a) All Monthly Payments and Principal Prepayments received Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to the Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller on or against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Cut-off Date Closing Date, at which time Purchaser shall belong give Seller notice of Seller's right to Buyer, remove such books and records from the Hospital. Seller shall forward any remittances received by Seller from Seller’s Servicer have a period of thirty (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein30) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; providedof such notice to advise Purchaser whether it intends to exercise its removal right and, however, that in the event Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further thatelects to do so, Seller shall be permitted have a period of thirty (30) days thereafter in which to make protective advancesarrange, not to exceed $1,000 (unless otherwise approved in writing by Buyer)at its sole cost and expense, on any Mortgage Loan during such period to ensure for the related mortgaged property is not lost to any tax sale and will not be in violation removal of any municipal upkeep or safety ordnances of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or requirementsall of such removed books and records. (b) All Monthly Payments received before Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the Cut-off Date shall belong to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent that such Principal Prepayment was not included transaction provided for in the amount set forth in the Mortgage Loan Schedule as the principal amount outstandingthis Agreement. (c) Buyer shall not be required to pay Seller Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or Seller’s Servicer for any amounts advanced with respect to any expenses incurred and all monetary advances (includingwhich, without limitationby agreement of the parties, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to fully performed as of the Cut-off Closing Date or any servicing fees accruing through and the Cut-off performance of which, by written agreement of the parties, has been extended until after the Closing Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon To the sale extent permitted by law, Seller and the staff physicians of the Mortgage LoansHospital employed by Seller or the Partnership prior to the Closing Date (but in the case of such staff physicians only as necessary for the further care of their patients and the defense of litigation) shall be entitled, after the Closing Date, during normal business hours of the Hospital and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the patient records, including the medical records and medical charts of any patient admitted to the Hospital on or before the Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller shall be entitled to remove from the Hospital or a Clinic any such record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in writing prior to removal by an officer of Seller or counsel retained by Seller in connection with such litigation, and only prior to making a copy thereof, at Seller's cost and expense, for retention at the Hospital. Any record or chart so removed by the Hospital shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide any and all working capital loans required for the day to day operations of the Hospital by the Corporation. (f) Provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital, the ownership consent of each Mortgage Notewhich was not required as a condition to Closing but notice to which is required or recommended after Closing, Mortgage including, but not limited to, JCAHO and Mortgage File CARF. (g) Not to use the Seller's name in connection with respect to each Mortgage Loan shall be vested in Buyer, and the ownership of all other records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of Seller shall immediately vest in Buyer. Seller shall deliver to Buyer any documents that come into its possession with respect to the Mortgage Loans following the sale operation of the Mortgage Loans to BuyerHospital other than as specifically authorized by Paragraph 9.03(f).

Post-Closing. Following After the Closing Date, Purchaser will: (a) All Monthly Payments and Principal Prepayments received Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to the Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller on or against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Cut-off Date Closing Date, at which time Purchaser shall belong give Seller notice of Seller's right to Buyer, remove such books and records from the Clinic. Seller shall forward any remittances received by Seller from Seller’s Servicer have a period of thirty (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein30) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; providedof such notice to advise Purchaser whether it intends to exercise its removal right and, however, that in the event Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further thatelects to do so, Seller shall be permitted have a period of thirty (30) days thereafter in which to make protective advancesarrange, not to exceed $1,000 (unless otherwise approved in writing by Buyer)at its sole cost and expense, on any Mortgage Loan during such period to ensure for the related mortgaged property is not lost to any tax sale and will not be in violation removal of any municipal upkeep or safety ordnances of such books and records from the Clinic, subject to Purchaser's right to retain copies of any or requirementsall of such removed books and records. (b) All Monthly Payments received before Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the Cut-off Date shall belong to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent that such Principal Prepayment was not included transaction provided for in the amount set forth in the Mortgage Loan Schedule as the principal amount outstandingthis Agreement. (c) Buyer shall not be required to pay Seller Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or Seller’s Servicer for any amounts advanced with respect to any expenses incurred and all monetary advances (includingwhich, without limitationby agreement of the parties, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to fully performed as of the Cut-off Closing Date or any servicing fees accruing through and the Cut-off performance of which, by written agreement of the parties, has been extended until after the Closing Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon To the sale extent permitted by law, Seller shall be entitled, after the Closing Date, during normal business hours of the Mortgage LoansClinic and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the patient records, including the medical records and medical charts of any patient admitted to the Clinic on or before the Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller shall be entitled to remove from the Clinic any such record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in writing prior to removal by an officer of Seller or counsel retained by Seller in connection with such litigation, and only prior to making a copy thereof, at Seller's cost and expense, for retention at the Clinic. Any record or chart so removed by Seller from the Clinic shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Clinic, the ownership consent of each Mortgage Note, Mortgage and Mortgage File with respect which was not required as a condition to each Mortgage Loan shall be vested in Buyer, and the ownership of all other records and documents with respect Closing but notice to the related Mortgage Loan prepared by which is required or which come into the possession of Seller shall immediately vest in Buyer. Seller shall deliver to Buyer any documents that come into its possession with respect to the Mortgage Loans following the sale of the Mortgage Loans to Buyerrecommended after Closing.

Post-Closing. Following After the Closing, Purchaser shall make good faith efforts to collect all unpaid Rents for any period prior to the Closing Date: , provided that Purchaser shall have no obligation to institute litigation or terminate any Leases in connection with any such collections. Without limitation of the foregoing, Seller hereby reserve the right to collect Delinquent Rents (adefined below) All Monthly Payments and Principal Prepayments after the Closing, but shall not have the right to file an action for collection against the Tenant. If with respect to a particular Lease there are, as of the Closing, unpaid Rents for the Closing Month or any period prior to the Closing Month (collectively with respect to such Lease, “Delinquent Rents”), then until all of such Delinquent Rents are paid in full, each payment of Rents received by Seller on or Purchaser with respect to such Lease shall be applied (A) first, to Delinquent Rents payable for the Closing Month, if any, (B) second, to Rents payable for any period prior to the Closing Month, and (C) third, the Delinquent Rents payable after the Cut-off Date shall belong Closing Month. With respect to Buyereach particular Lease, and as long as there are Delinquent Rents with respect to such Lease, if Seller shall forward or Purchaser receives any remittances received by Seller from Seller’s Servicer (which will be net payment of any Interim Servicing Fees and any Servicing Advances (as defined herein) made Rents with respect to such Lease after the Cut-off DateClosing, then each shall retain or pay such amounts (or portions thereof) within the later of the Remittance Date or 15 days after receipt by Seller; provided, however, that the Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further that, Seller shall be permitted to make protective advances, not to exceed $1,000 (unless otherwise approved in writing by Buyer), on any Mortgage Loan during such period to ensure the related mortgaged property is not lost to any tax sale and will not be in violation of any municipal upkeep or safety ordnances or requirements. (b) All Monthly Payments received before the Cut-off Date shall belong to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent order that such Principal Prepayment was not included payments are applied in the amount manner set forth in the Mortgage Loan Schedule as the principal amount outstanding. this subsection (c) Buyer shall not be required to pay Seller or Seller’s Servicer for ii), provided that any amounts advanced applied under subsection (A) shall be prorated with respect to any expenses incurred Purchaser for the number of days during the Closing Month from, including and all monetary advances (including, without limitation, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to after the Cut-off Date or any servicing fees accruing through the Cut-off Closing Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and Mortgage File with respect to each Mortgage Loan shall be vested in Buyer, and Seller for the ownership number of all other records and documents with respect to days during the related Mortgage Loan prepared by or which come into Closing Month before the possession of Seller shall immediately vest in Buyer. Seller shall deliver to Buyer any documents that come into its possession with respect to the Mortgage Loans following the sale of the Mortgage Loans to BuyerClosing Date.

Post-Closing. Following After the Closing Date, Purchaser will: (a) All Monthly Payments and Principal Prepayments received Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to the Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller on or against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Cut-off Date Closing Date, at which time Purchaser shall belong give Seller notice of Seller's right to Buyer, remove such books and records from the Hospital. Seller shall forward any remittances received by Seller from Seller’s Servicer have a period of thirty (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein30) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; providedof such notice to advise Purchaser whether it intends to exercise its removal right and, however, that in the event Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further thatelects to do so, Seller shall be permitted have a period of thirty (30) days thereafter in which to make protective advancesarrange, not to exceed $1,000 (unless otherwise approved in writing by Buyer)at its sole cost and expense, on any Mortgage Loan during such period to ensure for the related mortgaged property is not lost to any tax sale and will not be in violation removal of any municipal upkeep or safety ordnances of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or requirementsall of such removed books and records. (b) All Monthly Payments received before Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the Cut-off Date shall belong to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent that such Principal Prepayment was not included transaction provided for in the amount set forth in the Mortgage Loan Schedule as the principal amount outstandingthis Agreement. (c) Buyer shall not be required to pay Seller Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or Seller’s Servicer for any amounts advanced with respect to any expenses incurred and all monetary advances (includingwhich, without limitationby agreement of the parties, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to fully performed as of the Cut-off Closing Date or any servicing fees accruing through and the Cut-off performance of which, by written agreement of the parties, has been extended until after the Closing Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon To provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the sale of the Mortgage LoansHospital, the ownership consent of each Mortgage Note, Mortgage and Mortgage File with respect which was not required as a condition to each Mortgage Loan shall be vested in Buyer, and the ownership of all other records and documents with respect Closing but notice to the related Mortgage Loan prepared by which is required or which come into the possession of Seller shall immediately vest in Buyer. Seller shall deliver to Buyer any documents that come into its possession with respect to the Mortgage Loans following the sale of the Mortgage Loans to Buyerrecommended after Closing.

Post-Closing. Following After the Closing Date, Purchaser will: (a) All Monthly Payments and Principal Prepayments received Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to the Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller on or against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Cut-off Date Closing Date, at which time Purchaser shall belong give Seller notice of Seller's right to Buyer, remove such books and records from the Hospital. Seller shall forward any remittances received by Seller from Seller’s Servicer have a period of thirty (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein30) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; providedof such notice to advise Purchaser whether it intends to exercise its removal right and, however, that in the event Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further thatelects to do so, Seller shall be permitted have a period of thirty (30) days thereafter in which to make protective advancesarrange, not to exceed $1,000 (unless otherwise approved in writing by Buyer)at its sole cost and expense, on any Mortgage Loan during such period to ensure for the related mortgaged property is not lost to any tax sale and will not be in violation removal of any municipal upkeep or safety ordnances of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or requirementsall of such removed books and records. (b) All Monthly Payments received before Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the Cut-off Date shall belong to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent that such Principal Prepayment was not included transaction provided for in the amount set forth in the Mortgage Loan Schedule as the principal amount outstandingthis Agreement. (c) Buyer shall not be required to pay Seller Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or Seller’s Servicer for any amounts advanced with respect to any expenses incurred and all monetary advances (includingwhich, without limitationby agreement of the parties, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to fully performed as of the Cut-off Closing Date or any servicing fees accruing through and the Cut-off performance of which, by written agreement of the parties, has been extended until after the Closing Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon To the sale extent permitted by law, Seller and the staff physicians of the Mortgage LoansFacilities employed by Seller prior to the Closing Date (but in the case of such staff physicians only as necessary for the further care of their patients and the defense of litigation) shall be entitled, after the Closing Date, during normal business hours of the Facilities and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the patient records, including the medical records and medical charts of any patient admitted to the Facilities on or before the Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller shall be entitled to remove from the Facilities any such record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in writing prior to removal by an officer of Seller or counsel retained by Seller in connection with such litigation, and only prior to making a copy thereof, at Seller's cost and expense, for retention at the Facilities. Any record or chart so removed by Seller from the Facilities shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Facilities, the ownership consent of each Mortgage Note, Mortgage and Mortgage File with respect which was not required as a condition to each Mortgage Loan shall be vested in Buyer, and the ownership of all other records and documents with respect Closing but notice to the related Mortgage Loan prepared by which is required or which come into the possession of Seller shall immediately vest in Buyer. Seller shall deliver to Buyer any documents that come into its possession with respect to the Mortgage Loans following the sale of the Mortgage Loans to Buyerrecommended after Closing.

Post-Closing. Following After the Closing Date, Purchaser will: (a) All Monthly Payments and Principal Prepayments received Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns, cost reports or other filings filed prior to or subsequent to the Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller on or against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Cut-off Date Closing Date, at which time Purchaser shall belong give Seller notice of Seller's right to Buyer, remove such books and records from the Hospital. Seller shall forward any remittances received by Seller from Seller’s Servicer have a period of thirty (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein30) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; providedof such notice to advise Purchaser whether it intends to exercise its removal right and, however, that in the event Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further thatelects to do so, Seller shall be permitted have a period of thirty (30) days thereafter in which to make protective advancesarrange, not to exceed $1,000 (unless otherwise approved in writing by Buyer)at its sole cost and expense, on any Mortgage Loan during such period to ensure for the related mortgaged property is not lost to any tax sale and will not be in violation removal of any municipal upkeep or safety ordnances of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or requirementsall of such removed books and records. (b) All Monthly Payments received before Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the Cut-off Date shall belong to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent that such Principal Prepayment was not included transaction provided for in the amount set forth in the Mortgage Loan Schedule as the principal amount outstandingthis Agreement. (c) Buyer shall not be required to pay Seller Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or Seller’s Servicer for any amounts advanced with respect to any expenses incurred and all monetary advances (includingwhich, without limitationby agreement of the parties, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to fully performed as of the Cut-off Closing Date or any servicing fees accruing through and the Cut-off performance of which, by written agreement of the parties, has been extended until after the Closing Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon To the sale extent permitted by law, Seller and the staff physicians of the Mortgage LoansHospital employed by Seller or the Partnership prior to the Closing Date (but in the case of such staff physicians only as necessary for the further care of their patients and the defense of litigation) shall be entitled, after the Closing Date, during normal business hours of the Hospital and the Clinics and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the patient records, including the medical records and medical charts of any patient admitted to the Hospital or the treated in a Clinic on or before the Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller shall be entitled to remove from the Hospital or a Clinic any such record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in writing prior to removal by an officer of Seller or counsel retained by Seller in connection with such litigation, and only prior to making a copy thereof, at Seller's cost and expense, for retention at the Hospital or the Clinic, as applicable. Any record or chart so removed by the Hospital or any Clinic shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide any and all working capital loans required for the day to day operations of the Hospital and the Clinics by the Corporation. (f) Provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital, the ownership consent of each Mortgage Notewhich was not required as a condition to Closing but notice to which is required or recommended after Closing, Mortgage including, but not limited to, JCAHO and Mortgage File CARF. (g) Not to use the Seller's name in connection with the operation of the Hospital and the Clinics other than as specifically authorized by Paragraph 9.03(g). (h) Purchaser shall not renew the term of the Hospital Lease upon the expiration of the Initial Term thereof unless CMS is released from its Guaranty at the time of such renewal with respect to each Mortgage Loan shall be vested in Buyer, any obligations arising under the Hospital Lease during any and the ownership of all other records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of Seller shall immediately vest in Buyer. Seller shall deliver to Buyer any documents that come into its possession with respect to the Mortgage Loans following the sale of the Mortgage Loans to Buyerrenewal terms.

Post-Closing. Following After the Closing Date, Purchaser will: (a) All Monthly Payments and Principal Prepayments received Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to the Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller on or against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Cut-off Date Closing Date, at which time Purchaser shall belong give Seller notice of Seller's right to Buyer, remove such books and records from the Hospital. Seller shall forward any remittances received by Seller from Seller’s Servicer have a period of thirty (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein30) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; providedof such notice to advise Purchaser whether it intends to exercise its removal right and, however, that in the event Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further thatelects to do so, Seller shall be permitted have a period of thirty (30) days thereafter in which to make protective advancesarrange, not to exceed $1,000 (unless otherwise approved in writing by Buyer)at its sole cost and expense, on any Mortgage Loan during such period to ensure for the related mortgaged property is not lost to any tax sale and will not be in violation removal of any municipal upkeep or safety ordnances of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or requirementsall of such removed books and records. (b) All Monthly Payments received before Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the Cut-off Date shall belong to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent that such Principal Prepayment was not included transaction provided for in the amount set forth in the Mortgage Loan Schedule as the principal amount outstandingthis Agreement. (c) Buyer shall not be required to pay Seller Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or Seller’s Servicer for any amounts advanced with respect to any expenses incurred and all monetary advances (includingwhich, without limitationby agreement of the parties, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to fully performed as of the Cut-off Closing Date or any servicing fees accruing through and the Cut-off performance of which, by written agreement of the parties, has been extended until after the Closing Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon To the sale extent permitted by law, Seller and the staff physicians of the Mortgage LoansHospital employed by Seller prior to the Closing Date (but in the case of such staff physicians only as necessary for the further care of their patients and the defense of litigation) shall be entitled, after the Closing Date, during normal business hours of the Hospital and the Clinics and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the patient records, including the medical records and medical charts of any patient admitted to the Hospital or the treated in a Clinic on or before the Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller shall be entitled to remove from the Hospital or a Clinic any such record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in writing prior to removal by an officer of Seller or counsel retained by Seller in connection with such litigation, and only prior to making a copy thereof, at Seller's cost and expense, for retention at the Hospital or the Clinic, as applicable. Any record or chart so removed by the Hospital or any Clinic shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital, the ownership consent of each Mortgage Notewhich was not required as a condition to Closing but notice to which is required or recommended after Closing, Mortgage including, but not limited to, JCAHO and Mortgage File CARF. (f) Purchaser shall not renew the term of the Hospital Lease upon the expiration of the Initial Term thereof unless CMS is released from its Guaranty at the time of such renewal with respect to each Mortgage Loan shall be vested in Buyer, any obligations arising under the Hospital Lease during any and the ownership of all other records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of Seller shall immediately vest in Buyer. Seller shall deliver to Buyer any documents that come into its possession with respect to the Mortgage Loans following the sale of the Mortgage Loans to Buyerrenewal terms.

Post-Closing. Following After the Closing Date, Purchaser will: (a) All Monthly Payments and Principal Prepayments received Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns, cost reports or other filings filed prior to or subsequent to the Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller on or against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Cut-off Date Closing Date, at which time Purchaser shall belong give Seller notice of Seller's right to Buyer, remove such books and records from the Hospital. Seller shall forward any remittances received by Seller from Seller’s Servicer have a period of thirty (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein30) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; providedof such notice to advise Purchaser whether it intends to exercise its removal right and, however, that in the event Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further thatelects to do so, Seller shall be permitted have a period of thirty (30) days thereafter in which to make protective advancesarrange, not to exceed $1,000 (unless otherwise approved in writing by Buyer)at its sole cost and expense, on any Mortgage Loan during such period to ensure for the related mortgaged property is not lost to any tax sale and will not be in violation removal of any municipal upkeep or safety ordnances of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or requirementsall of such removed books and records. (b) All Monthly Payments received before Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the Cut-off Date shall belong to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent that such Principal Prepayment was not included transaction provided for in the amount set forth in the Mortgage Loan Schedule as the principal amount outstandingthis Agreement. (c) Buyer shall not be required to pay Seller Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or Seller’s Servicer for any amounts advanced with respect to any expenses incurred and all monetary advances (includingwhich, without limitationby agreement of the parties, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to fully performed as of the Cut-off Closing Date or any servicing fees accruing through and the Cut-off performance of which, by written agreement of the parties, has been extended until after the Closing Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon To the sale extent permitted by law, Seller and the staff physicians of the Mortgage LoansHospital employed by Seller prior to the Closing Date (but in the case of such staff physicians only as necessary for the further care of their patients and the defense of litigation) shall be entitled, after the Closing Date, during normal business hours of the Hospital and the Clinic and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the patient records, including the medical records and medical charts of any patient admitted to the Hospital or the treated in a Clinic on or before the Closing Date. In addition, to the extent permitted by law and to the extent required by law, Seller shall be entitled to remove from the Hospital or the Clinic any such record or chart, but only for the purposes of pending litigation involving a patient to whom such record or chart refers, as certified in writing prior to removal by an officer of Seller or counsel retained by Seller in connection with such litigation, and only prior to making a copy thereof, at Seller's cost and expense, for retention at the Hospital or the Clinic, as applicable. Any record or chart so removed by the Hospital or the Clinic shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) Provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital, the ownership consent of each Mortgage Notewhich was not required as a condition to Closing but notice to which is required or recommended after Closing, Mortgage and Mortgage File with respect to each Mortgage Loan shall be vested in Buyerincluding, and the ownership of all other records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of Seller shall immediately vest in Buyer. Seller shall deliver to Buyer any documents that come into its possession with respect to the Mortgage Loans following the sale of the Mortgage Loans to Buyerbut not limited to, JCAHO.

Post-Closing. Following After the Closing Date, Purchaser will: (a) All Monthly Payments and Principal Prepayments received Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to the Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller on or against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Cut-off Date Closing Date, at which time Purchaser shall belong give Seller notice of Seller's right to Buyer, remove such books and records from the Hospital. Seller shall forward any remittances received by Seller from Seller’s Servicer have a period of thirty (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein30) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; providedof such notice to advise Purchaser whether it intends to exercise its removal right and, however, that in the event Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further thatelects to do so, Seller shall be permitted have a period of thirty (30) days thereafter in which to make protective advancesarrange, not to exceed $1,000 (unless otherwise approved in writing by Buyer)at its sole cost and expense, on any Mortgage Loan during such period to ensure for the related mortgaged property is not lost to any tax sale and will not be in violation removal of any municipal upkeep or safety ordnances of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or requirementsall of such removed books and records. (b) All Monthly Payments received before Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the Cut-off Date shall belong to Seller. Principal Prepayments received by Seller before the Cut-off Date shall belong to Seller only to the extent that such Principal Prepayment was not included transaction provided for in the amount set forth in the Mortgage Loan Schedule as the principal amount outstandingthis Agreement. (c) Buyer shall not be required to pay Seller Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or Seller’s Servicer for any amounts advanced with respect to any expenses incurred and all monetary advances (includingwhich, without limitationby agreement of the parties, any escrow advances) made by Seller or Seller’s Servicer or a prior servicer in connection with or related to a Mortgage Loan that have not been reimbursed to Seller or Seller’s Servicer (a “Servicing Advance”) on or prior to fully performed as of the Cut-off Closing Date or any servicing fees accruing through and the Cut-off performance of which, by written agreement of the parties, has been extended until after the Closing Date, the reimbursement or payment of which shall be the sole responsibility of Seller. (d) Upon To provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the sale of the Mortgage LoansHospital Condominium Unit, the ownership consent of each Mortgage Note, Mortgage and Mortgage File with respect which was not required as a condition to each Mortgage Loan shall be vested in Buyer, and the ownership of all other records and documents with respect Closing but notice to the related Mortgage Loan prepared by which is required or which come into the possession of Seller shall immediately vest in Buyer. Seller shall deliver to Buyer any documents that come into its possession with respect to the Mortgage Loans following the sale of the Mortgage Loans to Buyerrecommended after Closing.