Common use of Post-Closing Clause in Contracts

Post-Closing. After the Closing Date, Purchaser will: (a) 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 against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not been fully performed as of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital Condominium Unit, the consent of which was not required as a condition to Closing but notice to which is required or recommended after Closing.

Post-Closing. After the Closing Date, Purchaser will: (a) 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 against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not been fully performed as of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To provide the extent permitted by law, Seller and the staff physicians of the Hospital 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 Condominium UnitHospital, the consent of which was not required as a condition to Closing but notice to which is required or recommended after Closing, including, but not limited to, JCAHO and CARF. (g) Not to use the Seller's name in connection with the operation of the Hospital other than as specifically authorized by Paragraph 9.03(f).

Post-Closing. After Seller covenants and agrees that after the Closing Date, Purchaser Date it will: (a) Provide Seller Cooperate 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 against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects its parent corporation is required to do so, Seller shall have a period of thirty (30) days thereafter include audited financial statements with respect to the Hospital in which to arrange, at its sole cost filings with the United States Securities and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and recordsExchange Commission. (b) Take such actions and properly execute and deliver to Purchaser such further instruments as Seller of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, may be reasonably request necessary to assure, complete and evidence the transaction provided for in this Agreementfull and effective transfer and conveyance of Seller's Assets. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof hereof or which, by agreement of the parties, have not been fully performed as of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To provide such notice as File or cause to be filed any final cost reports with respect to the cost reporting periods prior to the Closing Date for which it or the Partnership may be required after Closing responsible under applicable state and federal law within the time periods proscribed thereunder, it being understood and agreed that the purpose of this provision is to each regulatory authority having jurisdiction over ensure that there is no adverse affect on the reimbursement paid to Purchaser or the Partnership with respect to the operations at the Hospital Condominium Unit, the consent of which was not required as a condition to Closing but notice to which is required or recommended 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 Hospital after Closing. (f) To provide data processing services with respect to the 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. After Following the Closing Date, Purchaser will: (a) Provide All Monthly Payments and Principal Prepayments received by Seller with access during normal business hours on or after the Cut-off Date shall belong to Buyer, and Seller shall forward any books or records remittances received by Seller from Seller’s Servicer (which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein) made after the Closing Date which relate to Cut-off Date) within the period prior to later of the Closing Remittance Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) 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 such notice to advise Purchaser whether it intends to exercise its removal right andthe Buyer; provided, in the event Seller elects to do sofurther that, Seller shall have a 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 of thirty (30) days thereafter to ensure the related mortgaged property is not lost to any tax sale and will not be in which to arrange, at its sole cost and expense, for the removal violation of any municipal upkeep or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any safety ordnances or all of such removed books and recordsrequirements. (b) Take 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 actions and properly execute and deliver such further instruments Principal Prepayment was not included in the amount set forth in the Mortgage Loan Schedule as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreementprincipal amount outstanding. (c) Fulfill Buyer shall not be required to pay Seller or Seller’s Servicer for any obligations which it may have under this Agreement which survive Closing 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 accordance connection with the terms thereof or which, by agreement of the parties, related to a Mortgage Loan that have not been fully performed as 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 Closing Date and the performance sole responsibility of which, by written agreement of the parties, has been extended until after the Closing DateSeller. (d) To provide such notice as may be required after Closing Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and Mortgage File with respect to each regulatory authority having jurisdiction over Mortgage Loan shall be vested in Buyer, and the Hospital Condominium Unit, ownership of all other records and documents with respect to the consent related Mortgage Loan prepared by or which come into the possession of which was not required as a condition Seller shall immediately vest in Buyer. Seller shall deliver to Closing but notice Buyer any documents that come into its possession with respect to which is required or recommended after Closingthe Mortgage Loans following the sale of the Mortgage Loans to Buyer.

Post-Closing. After From and after the Closing DateClosing, Purchaser will: (a) Provide Seller with access during normal business hours each Company Securityholder shall not, and shall cause its respective Representative and Affiliates not to, disclose any Proprietary Information to any books Person in any manner whatsoever other than (A) to Buyer and its Affiliates, (B) to its Representatives, to the extent (and only to the extent) (x) necessary to permit such Representatives to assist the receiving Party in connection with the transactions contemplated hereby and any matters arising under this Agreement or records which Seller may need any Related Agreement (including for purposes of complying with Tax reporting obligations of such Company Securityholder under applicable Law in connection with such matters), (y) such Representative has been informed of the confidential nature of the Proprietary Information and (z) such Representative is subject to file confidentiality duties or obligations to defend tax returns the receiving Party no less restrictive than the terms and conditions of this Agreement, or other filings filed (C) as required by applicable Law or Order; provided, however, that (in the case of disclosures made pursuant to clause (C)) to the extent commercially reasonably possible and permitted by applicable Law, 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 against Purchaser under the terms of this Agreement and maintain all making such books and records for a period of one year after the Closing Datedisclosure, at which time Purchaser such Company Securityholder shall give Seller provide Buyer with: (I) prompt written notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrangerequirement so that Buyer may, at its sole cost and expense, seek a protective order or other remedy and (II) reasonable assistance, at Buyer’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitation of disclosure. In the event that after providing such notice and assistance disclosure is still required by applicable Law or Order, the receiving party subject to such Law or Order shall disclose no more than that portion of the Proprietary Information specifically required and shall use commercially reasonable efforts to obtain assurance from the applicable recipient that such Proprietary Information be afforded confidential treatment. Each Company Securityholder agrees to be liable for any breach of this Section 8.4(a)(i) by such Company Securityholder’s Representative and Affiliates. Notwithstanding anything contained herein to the removal contrary, no Institutional Investor shall be required to inform or notify Buyer or a Company Entity or any other Person of any disclosure of Proprietary Information made to or requested by a bank examiner, regulatory examiner or self-regulatory examiner in the course of such books examiner’s examination, inspection or audit, and records from the Hospital, subject to Purchaser's right to retain copies any such disclosure shall not be deemed a breach of any or all of such removed books and recordsthis Section 8.4(a)(i). (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not been fully performed as of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital Condominium Unit, the consent of which was not required as a condition to Closing but notice to which is required or recommended after Closing.

Post-Closing. After the Closing Date, Purchaser will: (a) Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns 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 against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not been fully performed as of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To provide the extent permitted by law, Seller and the staff physicians of the Hospital 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 Condominium UnitHospital, the consent of which was not required as a condition to Closing but notice to which is required or recommended after Closing, including, but not limited to, JCAHO and 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 any obligations arising under the Hospital Lease during any and all renewal terms.

Post-Closing. After 4.1 Following Closing and where so required, (a) the Closing DateSeller shall take all such steps as may be reasonably required to provide the Purchaser the full benefit of the Company and the Business respectively and in order to be able to let the Company conduct the Business as being conducted by the Seller prior to Closing. (b) Parties shall take all reasonable actions necessary and execute any agreements as may be required, to transfer against nil consideration, those agreements and/or rights belonging to the Business but that were not properly transferred by the Seller to the Company on or prior to Closing. (c) In the event the Seller (inadvertently) receives monies intended for the Company in respect of the Business, the Seller will remit such funds to Company or the Purchaser will(at the Purchaser’s election) forthwith upon receipt thereof. (d) The Seller undertakes to carry out all the actions and agreements listed in Schedule 4.1 (d) within the ten Business Days after the Closing. 4.2 The Seller shall ensure that (i) any contracts related to the Business that may have been previously entered into by the Seller will be transferred and/or assigned to the Company and (ii) any and all amounts received under such contract(s) will be promptly transferred to the Company. If and to the extent a counterparty under any such contract has any objections against the transfer/assignment of its contract to the Company, to the extent permitted under such contract, the Seller shall ensure that it assigns its rights under such contract to the Company in consideration of the Company acting as subcontractor under such contract and performing all the obligations under such contract. 4.3 The Seller shall: (a) Provide Seller with access during normal business hours make available, or cause to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent be made available, to the Closing Date Purchaser and/or the Company, all information, records or documents which relate may be reasonably requested by the Purchaser or the Company to fulfil their respective reporting or filing requirements (including in relation to Tax matters); and (b) preserve, or cause to be preserved, any information, records or documents pertinent or related to the period prior to Company that are in their possession or under their control; until the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller against Purchaser expiration of all limitation periods under the terms of this Agreement and maintain all such books and records for a period of one year applicable Law. 4.4 The Parties shall, within 30 days after the Closing Date, at which time Purchaser shall give Seller notice to carry out a Board of Seller's right Directors meeting to remove such books and records from appoint the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments Second Guarantor as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement Delegated Director of the parties, have not been fully performed as Company (administrador-delegado) under the specific title of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing DateChief Executive Officer (CEO). (d) To provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital Condominium Unit, the consent of which was not required as a condition to Closing but notice to which is required or recommended after Closing.

Post-Closing. After Sellers and Alterra covenant and agree that, after the Closing Date, Purchaser they will: (a) Provide Seller At no cost to Sellers or Alterra, reasonably cooperate with access during normal business hours Purchaser if Purchaser is required to any books or records which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent include audited financial statements with respect to the Closing Date which relate to Facilities in its filings with the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement Securities and maintain all such books and records for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and records.Exchange Commission; (b) Take such actions and properly execute and deliver to Purchaser such further instruments as Seller of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, reasonably may reasonably request be necessary to assure, complete and evidence the transaction provided for in transfer and conveyance of Sellers' Assets as contemplated by this Agreement.; (c) Fulfill File the annual cost reports for the Facilities currently within the periods required by Medicare, Medicaid and any obligations other third party payor and provide any additional documentation to support the amounts claimed under such cost reports within such time periods; (d) Furnish to Purchaser on or before July 31, 1999, with respect to those Construction Facilities for which it 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 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 Purchaser and 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 agreement to be executed by the architect and/or engineer, that Purchaser will have under this Agreement which survive Closing the unrestricted use of the Plans and Specifications without additional charge; (e) Within 90 days of Portfolio Stabilization, deliver to 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 the terms thereof or which, by agreement Survey Requirements; (g) Furnish to Purchaser within 45 days of the partiesCompletion Date of each Construction Facility, have not been fully performed a final "as built" survey prepared in accordance with the Survey Requirements; (h) Prior to the completion of construction of the Closing Date and Construction Facilities, maintain (or cause Lessee to maintain) the performance Construction Insurance on Construction Facilities; and (i) Furnish to Purchaser on or before June 30, 1999, the form of which, by written agreement Resident Agreement for the Completed Facilities; and (j) Furnish to Purchaser within 45 days of the partiesCompletion Date of each Construction Facility, has been extended until after the Closing Date.form of Resident Agreement for the Completed Facilities; and (dk) To provide such notice as may be required after Closing Furnish to each regulatory authority having jurisdiction over Purchaser with 60 days of the Hospital Condominium Unit, date of this Agreement a copy of the consent of which was not required as a condition to Closing but notice to which is required or recommended after ClosingIndiana Facility License.

Post-Closing. After the Closing Date, Purchaser will: (a) 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 against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not been fully performed as of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To provide the extent permitted by law, Seller and the staff physicians of the Hospital 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 Condominium UnitHospital, the consent of which was not required as a condition to Closing but notice to which is required or recommended after Closing, including, but not limited to, JCAHO and 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 any obligations arising under the Hospital Lease during any and all renewal terms.

Post-Closing. After the Closing Date, Purchaser will: (a) Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns 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 against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not been fully performed as of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To provide the extent permitted by law, Seller and the staff physicians of the Hospital 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 Condominium UnitHospital, the consent of which was not required as a condition to Closing but notice to which is required or recommended after Closing, including, but not limited to, JCAHO.

Post-Closing. After Following the Closing Date, Purchaser will: (a) Provide All Monthly Payments and Principal Prepayments received by Seller with access during normal business hours on or after the Cut-off Date shall belong to Buyer, and Seller shall forward any books or records remittances received by Seller from Seller’s Servicer (which Seller may need to file or to defend tax returns or other filings filed prior to or subsequent to will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein) made after the Closing Date which relate to Cut-off Date) within the period prior to later of the Closing Remittance Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) 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 such notice to advise Purchaser whether it intends to exercise its removal right andthe Buyer; provided, in the event Seller elects to do sofurther that, Seller shall have a 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 of thirty (30) days thereafter to ensure the related mortgaged property is not lost to any tax sale and will not be in which to arrange, at its sole cost and expense, for the removal violation of any municipal upkeep or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any safety ordnances or all of such removed books and recordsrequirements. (b) Take 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 actions and properly execute and deliver such further instruments Principal Prepayment was not included in the amount set forth in the Mortgage Loan Schedule as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreementprincipal amount outstanding. (c) Fulfill Buyer shall not be required to pay Seller or Seller’s Servicer for any obligations which it may have under this Agreement which survive Closing 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 accordance connection with the terms thereof or which, by agreement of the parties, related to a Mortgage Loan that have not been fully performed as 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 Closing Date and the performance sole responsibility of which, by written agreement of the parties, has been extended until after the Closing DateSeller. (d) To provide such notice as may be required after Closing Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and Mortgage File with respect to each regulatory authority having jurisdiction over Mortgage Loan shall be vested in Buyer, and the Hospital Condominium Unit, ownership of all other records and documents with respect to the consent related Mortgage Loan prepared by or which come into the possession of which was not required as a condition Seller shall immediately vest in Buyer. Seller shall deliver to Closing but notice Buyer any documents that come into its possession with respect to which is required or recommended after Closingthe Mortgage Loans following the sale of the Mortgage Loans to Buyer.

Post-Closing. After the Closing Date, Purchaser will: (a) 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 against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not been fully performed as of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital Condominium UnitHospital, the consent of which was not required as a condition to Closing but notice to which is required or recommended after Closing.

Post-Closing. After the Closing Date, Purchaser will: (a) 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 against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not been fully performed as of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To provide the extent permitted by law, Seller and the staff physicians of the Facilities 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 Hospital Condominium UnitFacilities, the consent of which was not required as a condition to Closing but notice to which is required or recommended after Closing.

Post-Closing. After the Closing Date, Purchaser will: (a) 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 against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the HospitalClinic. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal of any or of such books and records from the HospitalClinic, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not been fully performed as of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To provide the extent permitted by law, Seller shall be entitled, after the Closing Date, during normal business hours of 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 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 Hospital Condominium UnitClinic, the consent of which was not required as a condition to Closing but notice to which is required or recommended after Closing.

Post-Closing. After Seller covenants and agrees that after the Closing Date, Purchaser Date it will: (a) Provide Seller Cooperate 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 against Purchaser under the terms of this Agreement and maintain all such books and records for a period of one year after the Closing Date, at which time Purchaser shall give Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects its parent corporation is required to do so, Seller shall have a period of thirty (30) days thereafter include audited financial statements with respect to the Hospital and the Clinics in which to arrange, at its sole cost filings with the United States Securities and expense, for the removal of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and recordsExchange Commission. (b) Take such actions and properly execute and deliver to Purchaser such further instruments as Seller of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, may be reasonably request necessary to assure, complete and evidence the transaction provided for in this Agreementfull and effective transfer and conveyance of Seller's Assets. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof hereof or which, by agreement of the parties, have not been fully performed as of the Closing Date and the performance of which, by written agreement of the parties, has been extended until after the Closing Date. (d) To provide such notice as File or cause to be filed any final cost reports with respect to the cost reporting periods prior to the Closing Date for which it or the Partnership may be required after Closing responsible under applicable state and federal law within the time periods proscribed thereunder, it being understood and agreed that the purpose of this provision is to each regulatory authority having jurisdiction over ensure that there is no adverse affect on the reimbursement paid to Purchaser or the Partnership with respect to the operations at the Hospital Condominium Unit, and the consent of which was not required as a condition to Closing but notice to which is required or recommended 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 Hospital or the Clinics after Closing. (f) To provide data processing services with respect to the 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. After the Closing DateClosing, Purchaser will: (a) Provide Seller with access during normal business hours shall make good faith efforts to collect all unpaid Rents for 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 Date, provided that Purchaser shall have no obligation to institute litigation or which terminate any Leases in connection with any such collections. Without limitation of the foregoing, Seller may require hereby reserve the right to collect Delinquent Rents (defined below) 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 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 other lawful purpose other than litigation commenced by period prior to the Closing Month, and (C) third, the Delinquent Rents payable after the Closing Month. With respect to each particular Lease, as long as there are Delinquent Rents with respect to such Lease, if Seller against or Purchaser receives any payment of Rents with respect to such Lease after the Closing, then each shall retain or pay such amounts (or portions thereof) in order that such payments are applied in the manner set forth in this subsection (ii), provided that any amounts applied under subsection (A) shall be prorated with respect to Purchaser for the terms number of this Agreement days during the Closing Month from, including and maintain all such books and records for a period of one year after the Closing Date, at which time Purchaser shall give and with respect to Seller notice of Seller's right to remove such books and records from the Hospital. Seller shall have a period of thirty (30) days after receipt of such notice to advise Purchaser whether it intends to exercise its removal right and, in the event Seller elects to do so, Seller shall have a period of thirty (30) days thereafter in which to arrange, at its sole cost and expense, for the removal number of any or of such books and records from the Hospital, subject to Purchaser's right to retain copies of any or all of such removed books and records. (b) Take such actions and properly execute and deliver such further instruments as Seller may reasonably request to assure, complete and evidence the transaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms thereof or which, by agreement of the parties, have not been fully performed as of days during the Closing Date and the performance of which, by written agreement of the parties, has been extended until after Month before the Closing Date. (d) To provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital Condominium Unit, the consent of which was not required as a condition to Closing but notice to which is required or recommended after Closing.