Common use of Security Interests in the Collateral Clause in Contracts

Security Interests in the Collateral. The Liens and ------------------------------------ security interests granted to the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) for the benefit of the Banks pursuant to the Pledge Agreements, the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Mortgages and Leasehold Mortgages in the UCC Collateral constitute, and will continue to constitute, Prior Security Interests under the Uniform Commercial Code as in effect in each applicable jurisdiction (the "Uniform Commercial Code") or valid first priority Liens under other applicable Law entitled to all the rights, benefits and priorities provided by the Uniform Commercial Code or such Law to the fullest extent permitted by applicable law, except that the security interests in the Collateral under the Mortgages and Leasehold Mortgages may be subordinated to the security interests granted to certain of the Lessor Lenders or Owned Facility Lenders, as indicated on Schedule 6.01(aa) and, except in the case of the Collateral other than Pledged Collateral, subject to Permitted Liens. Upon the filing of financing statements relating to said security interests in each office and in each jurisdiction where required in order to perfect the security interests described above, recordation of the Patent, Trademark and Copyright Security Agreement in the United States Patent and Trademark Office (and, to the extent of any Collateral consisting of copyrights, in the United States Copyright Office), and taking possession of the stock certificates or certificates of ownership of member interests in a limited liability company, as the case may be, evidencing the Pledged Collateral which constitutes stock of a corporation or certificated member interests of a limited liability company, as the case may be, all such action as is necessary or advisable to establish such rights of the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) will have been taken, and there will be upon execution and delivery of the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Pledge Agreements, Mortgages and Leasehold Mortgages, such filings, and such taking of possession no necessity for any further action in order to preserve, protect and continue such rights, except for maintaining possession of such certificates and filing continuation statements with respect to such financing statements within six (6) months prior to each five-year anniversary of the filing of such financing statements. Any expenses in connection with each such action have been or will be paid by the Borrower. It is acknowledged that the exercise by the Banks of their rights and remedies in respect of the Pledged Collateral which would result in or constitute any assignment of any license issued by a health care regulatory authority or any change of control with respect to a health care facility may be subject to the prior approval of such health care regulatory authorities.

Security Interests in the Collateral. The Liens and security ------------------------------------ security interests granted to the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) for the benefit of the Banks pursuant to the Pledge Agreements, the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Mortgages and Leasehold Mortgages in the UCC Collateral constitute, and will continue to constitute, Prior Security Interests under the Uniform Commercial Code as in effect in each applicable jurisdiction (the "Uniform Commercial Code") or valid first priority Liens under other applicable Law entitled to all the rights, benefits and priorities provided by the Uniform Commercial Code or such Law to the fullest extent permitted by applicable law, except that the security interests in the Collateral under the Mortgages and Leasehold Mortgages may be subordinated to the security interests granted to certain of the Lessor Lenders or Owned Facility Lenders, as indicated on Schedule 6.01(aa) and, except in the case of the Collateral other than Pledged Collateral, subject to Permitted Liens. Upon the filing of financing statements relating to said security interests in each office and in each jurisdiction where required in order to perfect the security interests described above, recordation of the Patent, Trademark and Copyright Security Agreement in the United States Patent and Trademark Office (and, to the extent of any Collateral consisting of copyrights, in the United States Copyright Office), and taking possession of the stock certificates or certificates of ownership of member interests in a limited liability company, as the case may be, evidencing the Pledged Collateral which constitutes stock of a corporation or certificated member interests of a limited liability company, as the case may be, all such action as is necessary or advisable to establish such rights of the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) will have been taken, and there will be upon execution and delivery of the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Pledge Agreements, Mortgages and Leasehold Mortgages, such filings, and such taking of possession no necessity for any further action in order to preserve, protect and continue such rights, except for maintaining possession of such certificates and filing continuation statements with respect to such financing statements within six (6) months prior to each five-year anniversary of the filing of such financing statements. Any expenses in connection with each such action have been or will be paid by the Borrower. It is acknowledged that the exercise by the Banks of their rights and remedies in respect of the Pledged Collateral which would result in or constitute any assignment of any license issued by a health care regulatory authority or any change of control with respect to a health care facility may be subject to the prior approval of such health care regulatory authorities.

Security Interests in the Collateral. The Liens and ------------------------------------ security interests granted to the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) for the benefit of the Banks pursuant to the Pledge Agreements, the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Mortgages and Leasehold Mortgages in the UCC Collateral constitute, and will continue to constitute, Prior Security Interests under the Uniform Commercial Code as in effect in each applicable jurisdiction (the "Uniform Commercial Code") or valid first priority Liens under other applicable Law entitled to all the rights, benefits and priorities provided by the Uniform Commercial Code or such Law to the fullest extent permitted by applicable law, except that the security interests in the Collateral under the Mortgages and Leasehold Mortgages may be subordinated to the security interests granted to certain of the Lessor Lenders or Owned Facility Lenders, as indicated on Schedule 6.01(aa) and, except in the case of the Collateral other than Pledged Collateral, subject to Permitted Liens. Upon the filing of financing statements relating to said security interests in each office and in each jurisdiction where required in order to perfect the security interests described above, recordation of the Patent, Trademark and Copyright Security Agreement in the United States Patent and Trademark Office (and, to the extent of any Collateral consisting of copyrights, in the United States Copyright Office), and taking possession of the stock certificates or certificates of ownership of member interests in a limited liability company, as the case may be, evidencing the Pledged Collateral which constitutes stock of a corporation or certificated member interests of a limited liability company, as the case may be, all such action as is necessary or advisable to establish such rights of the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) will have been taken, and there will be upon execution and delivery of the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Pledge Agreements, Mortgages and Leasehold Mortgages, such filings, and such taking of possession no necessity for any further action in order to preserve, protect and continue such rights, except for maintaining possession of such certificates and filing continuation statements with respect to such financing statements within six (6) months prior to each five-year anniversary of the filing of such financing statements. Any expenses in connection with each such action have been or will be paid by the Borrower. It is acknowledged that the exercise by the Banks of their rights and remedies in respect of the Pledged Collateral which would result in or constitute any assignment of any license issued by a health care regulatory authority or any change of control with respect to a health care facility may be subject to the prior approval of such health care regulatory authorities.

Security Interests in the Collateral. The Liens and ------------------------------------ security interests granted to the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) for the benefit of the Banks pursuant to the Pledge Agreements, the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Mortgages and Leasehold Mortgages in the UCC Collateral constitute, and will continue to constitute, Prior Security Interests under the Uniform Commercial Code as in effect in each applicable jurisdiction (the "Uniform Commercial Code") or valid first priority Liens under other applicable Law entitled to all the rights, benefits and priorities provided by the Uniform Commercial Code or such Law to the fullest extent permitted by applicable law, except that the security interests in the Collateral under the Mortgages and Leasehold Mortgages may be subordinated to the security interests granted to certain of the Lessor Lenders or Owned Facility Lenders, as indicated on Schedule 6.01(aa) and, except in the case of the Collateral other than Pledged Collateral, subject to Permitted Liens6.01 (aa). Upon the filing of financing statements relating to said security interests in each office and in each jurisdiction where required in order to perfect the security interests described above, recordation of the Patent, Trademark and Copyright Security Agreement in the United States Patent and Trademark Office (and, to the extent of any Collateral consisting of copyrights, in the United States Copyright Office), above and taking possession of the stock certificates or certificates of ownership of member interests in a limited liability company, as the case may be, evidencing the Pledged Collateral which constitutes stock of a corporation or certificated member interests of a limited liability company, as the case may be, all such action as is necessary or advisable to establish such rights of the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) will have been taken, and there will be upon execution and delivery of the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Pledge Agreements, Mortgages and Leasehold Mortgages, such filings, and such taking of possession no necessity for any further action in order to preserve, protect and continue such rights, except for maintaining possession of such certificates and filing continuation statements with respect to such financing statements within six (6) months prior to each five-year anniversary of the filing of such financing statements. Any expenses in connection with each such action have been or will be paid by the Borrower. It is acknowledged that the exercise by the Banks of their rights and remedies in respect of the Pledged Collateral which would result in or constitute any assignment of any license issued by a health care regulatory authority or any change of control with respect to a health care facility may be subject to the prior approval of such health care regulatory authorities.

Security Interests in the Collateral. The Liens and --- ------------------------------------ security interests granted to the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) for the benefit of the Banks pursuant to the Pledge Agreements, the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Mortgages and Leasehold Mortgages in the UCC Collateral constitute, and will continue to constitute, Prior Security Interests under the Uniform Commercial Code as in effect in each applicable jurisdiction (the "Uniform Commercial Code") or valid first priority Liens under other applicable Law entitled to all the rights, benefits and priorities provided by the Uniform Commercial Code or such Law to the fullest extent permitted by applicable law, except that the security interests in the Collateral under the Mortgages and Leasehold Mortgages may be subordinated to the security interests granted to certain of the Lessor Lenders or Owned Facility Lenders, as indicated on Schedule 6.01(aa) and, except in the case of the Collateral other than Pledged Collateral, subject to Permitted Liens. Upon the filing of financing statements relating to said security interests in each office and in each jurisdiction where required in order to perfect the security interests described above, recordation of the Patent, Trademark and Copyright Security Agreement in the United States Patent and Trademark Office (and, to the extent of any Collateral consisting of copyrights, in the United States Copyright Office), and taking possession of the stock certificates or certificates of ownership of member interests in a limited liability company, as the case may be, evidencing the Pledged Collateral which constitutes stock of a corporation or certificated member interests of a limited liability company, as the case may be, all such action as is necessary or advisable to establish such rights of the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) will have been taken, and there will be upon execution and delivery of the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Pledge Agreements, Mortgages and Leasehold Mortgages, such filings, and such taking of possession no necessity for any further action in order to preserve, protect and continue such rights, except for maintaining possession of such certificates and filing continuation statements with respect to such financing statements within six (6) months prior to each five-year anniversary of the filing of such financing statements. Any expenses in connection with each such action have been or will be paid by the Borrower. It is acknowledged that the exercise by the Banks of their rights and remedies in respect of the Pledged Collateral which would result in or constitute any assignment of any license issued by a health care regulatory authority or any change of control with respect to a health care facility may be subject to the prior approval of such health care regulatory authorities.

Security Interests in the Collateral. The Liens and ------------------------------------ security interests granted to the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) for the benefit of the Banks pursuant to the Pledge Agreements, the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Mortgages and Leasehold Mortgages in the UCC Collateral constitute, and will continue to constitute, Prior Security Interests under the Uniform Commercial Code as in effect in each applicable jurisdiction (the "Uniform Commercial Code") or valid first priority Liens under other applicable Law entitled to all the rights, benefits and priorities provided by the Uniform Commercial Code or such Law to the fullest extent permitted by applicable law, except that the security interests in the Collateral under the Mortgages and Leasehold Mortgages may be subordinated to the security interests granted to certain of the Lessor Lenders or Owned Facility Lenders, as indicated on Schedule 6.01(aa) and, except in the case of the Collateral other than Pledged Collateral, subject to Permitted Liens6.01 (aa). Upon the filing of financing statements relating to said security interests in each office and in each jurisdiction where required in order to perfect the security interests described above, recordation of the Patent, Trademark and Copyright Security Agreement in the United States Patent and Trademark Office (and, to the extent of any Collateral consisting of copyrights, in the United States Copyright Office), above and taking possession of the stock certificates or certificates of ownership of member interests in a limited liability company, as the case may be, evidencing the Pledged Collateral which constitutes stock of a corporation or certificated member interests of a limited liability company, as the case -50- 58 may be, all such action as is necessary or advisable to establish such rights of the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) will have been taken, and there will be upon execution and delivery of the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Pledge Agreements, Mortgages and Leasehold Mortgages, such filings, and such taking of possession no necessity for any further action in order to preserve, protect and continue such rights, except for maintaining possession of such certificates and filing continuation statements with respect to such financing statements within six (6) months prior to each five-year anniversary of the filing of such financing statements. Any expenses in connection with each such action have been or will be paid by the Borrower. It is acknowledged that the exercise by the Banks of their rights and remedies in respect of the Pledged Collateral which would result in or constitute any assignment of any license issued by a health care regulatory authority or any change of control with respect to a health care facility may be subject to the prior approval of such health care regulatory authorities.

Security Interests in the Collateral. The Liens and ------------------------------------ security interests granted to the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) for the benefit of the Banks pursuant to the Pledge Agreements, the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Mortgages and Leasehold Mortgages in the UCC Collateral constitute, and will continue to constitute, Prior Security Interests under the Uniform Commercial Code as in effect in each applicable jurisdiction (the "Uniform Commercial Code") or valid first priority Liens under other applicable Law entitled to all the rights, benefits and priorities provided by the Uniform Commercial Code or such Law to the fullest extent permitted by applicable law, except that the security interests in the Collateral under the Mortgages and Leasehold Mortgages may be subordinated to the security interests Regency granted to certain of the Lessor Lenders COF Lender, CLF Lender, ROF Lender or Owned Facility LendersRLF Lender, as indicated on Schedule 6.01(aa) and, except in the case of the Collateral other than Pledged Collateral, subject to Permitted Liensmay be. Upon the filing of financing statements relating to said security interests in each office and in each jurisdiction where required in order to perfect the security interests described above, recordation of the Patent, Trademark and Copyright Security Agreement in the United States Patent and Trademark Office (and, to the extent of any Collateral consisting of copyrights, in the United States Copyright Office), above and taking possession of the stock certificates or certificates of ownership of member interests in a limited liability company, as the case may be, evidencing the Pledged Collateral which constitutes stock of a corporation or certificated member interests of a limited liability company, as the case may be, all such action as is necessary or advisable to establish such rights of the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) will have been taken, and there will be upon execution and delivery of the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Pledge Agreements, Mortgages and Leasehold Mortgages, such filings, and such taking of possession no necessity for any further action in order to preserve, protect and continue such rights, except for maintaining possession of such certificates and filing continuation statements with respect to such financing statements within six (6) months prior to each five-year anniversary of the filing of such financing statements. Any expenses in connection with each such action have been or will be paid by the Borrower. It is acknowledged that the exercise by the Banks of their rights and remedies in respect of the Pledged Collateral which would result in or constitute any assignment of any license issued by a health care regulatory authority or any change of control with respect to a health care facility may be subject to the prior approval of such health care regulatory authorities.

Security Interests in the Collateral. The Liens and security ------------------------------------ security interests granted to the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) for the benefit of the Banks pursuant to the Pledge Agreements, the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Mortgages and Leasehold Mortgages in the UCC Collateral constitute, and will continue to constitute, Prior Security Interests under the Uniform Commercial Code as in effect in each applicable jurisdiction (the "Uniform Commercial Code") or valid first priority Liens under other applicable Law entitled to all the rights, benefits and priorities provided by the Uniform Commercial Code or such Law to the fullest extent permitted by applicable law, except that the security interests in the Collateral under the Mortgages and Leasehold Mortgages may be subordinated to the security interests granted to certain of the Lessor Lenders or Owned Facility Lenders, as indicated on Schedule 6.01(aa) and, except in the case of the Collateral other than Pledged Collateral, subject to Permitted Liens. Upon the filing of financing statements relating to said security interests in each office and in each jurisdiction where required in order to perfect the security interests described above, recordation of the Patent, Trademark and Copyright Security Agreement in the United States Patent and Trademark Office (and, to the extent of any Collateral consisting of copyrights, in the United States Copyright Office), and taking possession of the stock certificates or certificates of ownership of member interests in a limited liability company, as the case may be, evidencing the Pledged Collateral which constitutes stock of a corporation or certificated member interests of a limited liability company, as the case may be, all such action as is necessary or advisable to establish such rights of the Collateral Agent (or, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) will have been taken, and there will be upon execution and delivery of the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Pledge Agreements, Mortgages and Leasehold Mortgages, such filings, and such taking of possession no necessity for any further action in order to preserve, protect and continue such rights, except for maintaining possession of such certificates and filing continuation statements with respect to such financing statements within six (6) months prior to each five-year anniversary of the filing of such financing statements. Any expenses in connection with each such action have been or will be paid by the Borrower. It is acknowledged that the exercise by the Banks of their rights and remedies in respect of the Pledged Collateral which would result in or constitute any assignment of any license issued by a health care regulatory authority or any change of control with respect to a health care facility may be subject to the prior approval of such health care regulatory authorities.