Common use of Mortgages; Title Insurance Clause in Contracts

Mortgages; Title Insurance. (a) On the Initial Borrowing Date, the Collateral Agent shall have received fully executed counterparts of deeds of trust, mortgages and similar documents in each case in form and substance satisfactory to the Collateral Agent (as amended, modified or supplemented from time to time in accordance with the terms thereof and hereof, each a "Mortgage" and, collectively, the "Mortgages") with respect to each of the Mortgaged Properties, if any, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide that counterparts of such Mortgages shall be recorded on the Initial Borrowing Date in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors. (b) On the Initial Borrowing Date, the Collateral Agent shall have received mortgagee title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgages are valid and enforceable first priority mortgage Liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances. Such Mortgage Policies shall be in form and substance reasonably satisfactory to the Collateral Agent and (i) shall include (to the extent available in the respective jurisdiction of each Mortgaged Property) an endorsement for future advances under this Agreement, the Notes and the Mortgages, and for such other matters that the Collateral Agent in its discretion may reasonably request, (ii) shall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent in its discretion may reasonably request. (c) On the Initial Borrowing Date, the Collateral Agent shall have received surveys in form and substance satisfactory to the Collateral Agent of each Mortgaged Property, if any, designated as "Owned" on Annex III hereto, dated a recent date acceptable to the Collateral Agent and certified in a manner satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Agent. (d) On the Initial Borrowing Date, the Collateral Agent shall have received duly authorized, fully executed, acknowledged and delivered subordination, non-disturbance and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates and such other documents relating to the Mortgages that the Collateral Agent may request, and all the foregoing shall be in form and substance reasonably satisfactory to the Collateral Agent.

Mortgages; Title Insurance. (a) On the Initial Borrowing Date, the Collateral Administrative Agent shall have received received: (i) fully executed counterparts of deeds of trusttrusts, mortgages and similar documents in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent (as amended, modified or supplemented from time to time in accordance with the terms thereof and hereof, each a "Mortgage" and, collectively, the "Mortgages") with respect to each ), which Mortgages shall cover such of the real property owned by Borrower as shall be listed in Schedule 6.11(c) (each a "Mortgaged Property" and, collectively, the "Mortgaged Properties"), if any, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide together with evidence that counterparts of such the Mortgages shall be recorded on have been delivered to the Initial Borrowing Date title insurance company insuring the Lien of the Mortgages for recording in all places to the extent necessary or desirable, in the reasonable judgment of the Collateral Administrative Agent, effectively to create a valid and enforceable first priority mortgage Lien, lien on each Mortgaged Property (subject only to Permitted Encumbrances, on each such Mortgaged Property Liens) in favor of the Collateral Agent (or such other a trustee as may be acting on behalf of Collateral Agent required or desired under local law) for the benefit of the Secured Creditors.Creditors on the Closing Date; and (bii) On the Initial Borrowing Date, the Collateral Agent shall have received mortgagee title insurance policies (or binding commitments to issue such title insurance policies) which shall (A) be issued to Collateral Agent for the benefit of the Secured Creditors by title insurers reasonably insurance companies satisfactory to the Collateral Administrative Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Administrative Agent and assuring the Collateral Agent insuring that the Mortgages are valid and enforceable first priority mortgage Liens liens on the respective Mortgaged Properties, free and clear of all defects defects, encumbrances and encumbrances other Liens except Permitted Encumbrances. Such Mortgage Policies shall Liens, (B) be in form and substance reasonably satisfactory to the Collateral Agent and Administrative Agent, (iC) shall include (to the extent available in the respective jurisdiction of each Mortgaged Property) include, as appropriate, an endorsement for future advances under this Agreement, the Notes and the Mortgages, Mortgages and for such other matters endorsements that the Collateral Administrative Agent in its discretion may reasonably request, (iiD) shall not include an exception for mechanics' liens, and (iiiE) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Administrative Agent in its discretion may reasonably request. (c) On the Initial Borrowing Date, the Collateral Agent shall have received surveys in form and substance satisfactory to the Collateral Agent of each Mortgaged Property, if any, designated as "Owned" on Annex III hereto, dated a recent date acceptable to the Collateral Agent and certified in a manner satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Agent. (d) On the Initial Borrowing Date, the Collateral Agent shall have received duly authorized, fully executed, acknowledged and delivered subordination, non-disturbance and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates and such other documents relating to the Mortgages that the Collateral Agent may request, and all the foregoing shall be in form and substance reasonably satisfactory to the Collateral Agent.

Mortgages; Title Insurance. (a) On the Initial Borrowing Restatement Effective Date, the Collateral Agent shall have received fully executed counterparts of deeds of trust, mortgages and similar documents in each case in form and substance satisfactory to the Collateral Agent (as amended, modified or supplemented from time to time in accordance with the terms thereof and hereof, each a "Mortgage" and, collectively, the "Mortgages") with respect to each of the Mortgaged Properties, if any, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide that counterparts of such Mortgages shall be recorded on the Initial Borrowing Restatement Effective Date in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors. (b) On the Initial Borrowing Restatement Effective Date, the Collateral Agent shall have received mortgagee title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgages are valid and enforceable first priority mortgage Liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances. Such Mortgage Policies shall be in form and substance reasonably satisfactory to the Collateral Agent and (i) shall include (to the extent available in the respective jurisdiction of each Mortgaged Property) an endorsement for future advances under this Agreement, the Notes and the Mortgages, and for such other matters that the Collateral Agent in its discretion may reasonably request, (ii) shall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent in its discretion may reasonably request. (c) On the Initial Borrowing Restatement Effective Date, the Collateral Agent shall have received surveys in form and substance satisfactory to the Collateral Agent of each Mortgaged Property, if any, designated as "Owned" on Annex III hereto, dated a recent date acceptable to the Collateral Agent and certified in a manner satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Agent. (d) On the Initial Borrowing Restatement Effective Date, the Collateral Agent shall have received such duly authorized, authorized and fully executed, acknowledged and delivered subordination, non-disturbance and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates and such other executed documents relating to the Mortgages that the Collateral Agent may request, and all the foregoing such documents shall be in form and substance reasonably satisfactory to the Collateral Agent.

Mortgages; Title Insurance. Mortgages shall have been duly authorized, executed and delivered by the Borrower and the Guarantors (a) On as applicable), shall have been recorded, registered and filed in a manner acceptable to the Initial Borrowing DateAgent, shall be in full force and effect and no Default shall exist thereunder, and the Collateral Agent shall have received fully executed counterparts of deeds of trustcopies thereof, mortgages and similar documents in each case Lender shall have received a photocopy thereof. To the extent not previously delivered (such deliveries to remain in form and substance satisfactory to the Collateral Agent (as amended, modified or supplemented from time to time in accordance with the terms thereof and hereof, each a "Mortgage" and, collectivelyAgent), the "Mortgages") with respect to each of the Mortgaged Properties, if any, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide that counterparts of such Mortgages shall be recorded on the Initial Borrowing Date in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors. (b) On the Initial Borrowing DateLenders, the Collateral Agent shall have received mortgagee policies of title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgages are valid and enforceable first priority mortgage Liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances. Such Mortgage Policies shall be in form and substance reasonably satisfactory to the Collateral Agent and (i) shall include (to the extent available in the respective jurisdiction of each Mortgaged Property) an endorsement for future advances under this Agreement, the Notes and the Mortgages, and for such other matters that the Collateral Agent in its discretion may reasonably request, (ii) shall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent in its discretion may reasonably request. (c) On the Initial Borrowing Date, the Collateral Agent shall have received surveys binders in form and substance satisfactory to the Collateral Agent of each Mortgaged PropertyAgent, if anyfrom title insurance companies duly licensed to do business in the states where the Realty is located, designated as "Owned" on Annex III hereto, dated a recent date selected by the Borrower and acceptable to the Collateral Agent and certified Agent, in a manner amounts satisfactory to the Collateral Agent but not to exceed the fair market value of the Realty, with respect to each tract of Realty being encumbered by a licensed professional surveyor the liens of the Mortgages, all premiums thereon shall have been paid, and the policy shall insure that the Mortgages constitute valid, enforceable first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except for and subject to Permitted Liens, and with such exceptions as are acceptable to the Agent, and shall include future advance and revolving credit endorsements, variable rate endorsements and such other endorsements as the Agent may request, to the extent available in the applicable jurisdictions. Such title insurance policies (or binders, as the case may be) with respect to the Realty may not contain general survey exceptions except with the Agent's prior written consent. To the extent title insurance policies (or binders, as the case may be) have been previously delivered to the Agent, cover all Realty subject to the related Mortgage and remain in form and substance satisfactory to the Agent., this CLAUSE (E) shall only require (with respect to title insurance where available) (di) On an endorsement to such title insurance (or binders, as the Initial Borrowing Datecase may be) insuring that the Mortgages constitute valid enforceable, first priority liens on the Collateral Agent shall have received duly authorizedRealty, fully executed, acknowledged free and delivered subordination, non-disturbance clear from all title defects and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates encumbrances whatsoever except from and subject to Permitted Liens and with such other documents relating exceptions as are acceptable to the Mortgages that the Collateral Agent may request, and all the foregoing shall be in form and substance reasonably satisfactory to the Collateral Agent(ii) payment of premiums thereon.

Mortgages; Title Insurance. Amended and Restated Mortgages shall have been duly authorized, executed and delivered by the Borrower and the Guarantors (a) On as applicable), shall have been recorded, registered and filed in a manner acceptable to the Initial Borrowing DateAgent, shall be in full force and effect and no default shall exist thereunder, and the Collateral Agent shall have received fully executed counterparts copies thereof, and each Lender shall have received a photocopy thereof. To the extent not previously delivered, the Agent, for the benefit of deeds the Lenders, shall have received policies of trust, mortgages and similar documents in each case title insurance or title insurance binders in form and substance satisfactory to the Collateral Agent, from title insurance companies duly licensed to do business in the states where the Realty is located, selected by the Borrower and acceptable to the Agent, in amounts satisfactory to the Agent but not to exceed the fair market value of the Realty, on standard ALTA (as amended1992) Loan Policy forms, modified or supplemented from time to time in accordance with the terms thereof and hereof, each a "Mortgage" and, collectively, the "Mortgages") with respect to each tract of Realty being encumbered by the liens of the Mortgaged PropertiesMortgages, if anyall premiums thereon shall have been paid, and arrangements reasonably satisfactory to the Collateral Agent policy shall be in place to provide insure that counterparts of such the Mortgages shall be recorded on the Initial Borrowing Date in all places to the extent necessary or desirableconstitute valid, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors. (b) On the Initial Borrowing Date, the Collateral Agent shall have received mortgagee title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgages are valid and enforceable first priority mortgage Liens liens on the respective Mortgaged PropertiesRealty, free and clear of from all title defects and encumbrances whatsoever except for and subject to Permitted Encumbrances. Such Mortgage Policies shall be in form Liens, and substance reasonably satisfactory with such exceptions as are acceptable to the Collateral Agent Agent, and (i) shall include (revolving credit endorsements, variable rate endorsements and such other endorsements as the Agent may request, to the extent available in the respective jurisdiction of each Mortgaged Propertyapplicable jurisdictions. Such title insurance policies (or binders, as the case may be) with respect to the Realty may not contain general survey exceptions except with the Agent's prior written consent. To the extent title insurance policies (or binders, as the case may be) have been previously delivered to the Agent, this CLAUSE (E) shall only require (with respect to title insurance) (i) an endorsement for future advances under this Agreementto such title insurance (or binders, as the Notes and the Mortgages, and for such other matters case may be) insuring that the Collateral amended and restated Mortgages constitute valid enforceable, first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except from and subject to Permitted Liens and with such exceptions as are acceptable to the Agent in its discretion may reasonably request, and (ii) shall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent in its discretion may reasonably requestpayment of premiums thereon. (c) On the Initial Borrowing Date, the Collateral Agent shall have received surveys in form and substance satisfactory to the Collateral Agent of each Mortgaged Property, if any, designated as "Owned" on Annex III hereto, dated a recent date acceptable to the Collateral Agent and certified in a manner satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Agent. (d) On the Initial Borrowing Date, the Collateral Agent shall have received duly authorized, fully executed, acknowledged and delivered subordination, non-disturbance and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates and such other documents relating to the Mortgages that the Collateral Agent may request, and all the foregoing shall be in form and substance reasonably satisfactory to the Collateral Agent.

Mortgages; Title Insurance. (a) On the Initial Borrowing Date, the Collateral The Administrative Agent shall have received received: (A) fully executed counterparts of deeds a mortgage for the New Project (in substantially the same form as the Mortgages, or such other form that is reasonably acceptable to Administrative Agent and Borrower), together with evidence that a counterpart of trust, mortgages and similar documents in each case in form and substance satisfactory such mortgage has been delivered to the Collateral Agent Title Insurance Company (as amended, modified or supplemented from time another title insurance company reasonably acceptable to time in accordance with Administrative Agent) insuring the terms thereof and hereof, each a "Mortgage" and, collectively, the "Mortgages") with respect to each of the Mortgaged Properties, if any, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide that counterparts Lien of such Mortgages shall be recorded on the Initial Borrowing Date mortgage for recording in all places to the extent necessary or desirableor, in the judgment reasonable opinion of the Collateral Administrative Agent, desirable to effectively to create a valid and enforceable first priority mortgage Liendeed of trust lien on the applicable mortgaged property (subject only, subject only in each such case, to Permitted Encumbrances, on each such Mortgaged Property Liens) (and except as provided in the Intercreditor Agreement) in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors.Parties; (bB) On the Initial Borrowing Date, the Collateral Agent shall have received mortgagee title insurance policies (or binding marked-up unconditional commitments to issue for such title insurance policies) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Administrative Agent and assuring insuring the Collateral Agent that the Mortgages are mortgage on the mortgaged property associated with the New Project is valid and enforceable subsisting first priority mortgage Liens deed of trust lien on the respective Mortgaged Propertiesmortgaged property, free and clear of all defects and encumbrances except Permitted Encumbrances. Such Mortgage Policies Liens and such mortgagee title insurance policies shall otherwise be in form and substance reasonably satisfactory to the Collateral Administrative Agent and (i) shall include (to the extent include, as appropriate, any available in the respective jurisdiction of each Mortgaged Property) an endorsement for future advances under this Agreement, the Notes and the Mortgages, and for such other matters endorsements that the Collateral Administrative Agent in its reasonable discretion may reasonably request, (ii) shall not include an exception for mechanics' liens’ liens unless such liens would constitute Permitted Liens, and (iii) shall provide for available affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Administrative Agent in its discretion may reasonably request.; and (cC) On the Initial Borrowing Date, the Collateral Agent shall have received surveys in form and substance satisfactory to the Collateral Agent of each Mortgaged Property, if any, designated as "Owned" on Annex III hereto, dated a recent date acceptable to the Collateral Agent and certified in a manner satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Agent. (dI) On the Initial Borrowing Date, the Collateral Agent shall have received duly authorized, fully executed, acknowledged and delivered subordination, non-disturbance and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates and such other documents relating to the Mortgages that the Collateral Agent may request, and all the foregoing shall be in form and substance confirmation reasonably satisfactory to the Collateral Agent.Administrative Agent that the New Project is not comprised of any building (as defined in Section 3.1(p)(iii) above) or mobile home located in a “special flood hazard area” or (II) documentation evidencing flood insurance in such total amount as the Administrative Agent may reasonably require, if on the New Project Closing Date the area in which any such building comprising the New Project is designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time, together with confirmation that the Borrower has received the notice required pursuant to Section 208.25(i) of Regulation H.

Mortgages; Title Insurance. Mortgages for the Realty located at (ai) On Memorial Hospital of Martinsville and Xxxxx County, Martinsville, Xxxxx County, Virginia, and (ii) Los Alamos Medical Center, Los Alamos, Los Alamos County, New Mexico, (the Initial Borrowing Date"Closing Hospitals") shall have been duly authorized, executed and delivered by the Collateral Borrower, PHC-Martinsville, Inc. and PHC-Los Alamos, Inc. (as applicable), shall have been recorded, registered and filed in a manner reasonably acceptable to the Agent, shall be in full force and effect and no Default shall exist thereunder, and the Agent shall have received fully executed counterparts of deeds of trust, mortgages and similar documents in each case in form and substance satisfactory to the Collateral Agent (as amended, modified or supplemented from time to time in accordance with the terms thereof and hereof, each a "Mortgage" and, collectively, the "Mortgages") with respect to each of the Mortgaged Properties, if any, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide that counterparts of such Mortgages shall be recorded on the Initial Borrowing Date in all places to the extent necessary or desirable, in the judgment of the Collateral copies thereof. The Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors. (b) On the Initial Borrowing DateLenders, the Collateral Agent shall have received mortgagee policies of title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgages are valid and enforceable first priority mortgage Liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances. Such Mortgage Policies shall be binders in form and substance reasonably satisfactory to the Collateral Agent, from title insurance companies duly licensed to do business in the states where the Realty for the Closing Hospitals is located, selected by the Borrower and reasonably acceptable to the Agent, in amounts reasonably satisfactory to the Agent but not to exceed the fair market value of the Realty, with respect to each tract of Realty being encumbered by the liens of the Mortgages for the Closing Hospitals, all premiums thereon shall have been paid, and (i) each such policy shall insure that the related Mortgage constitutes a valid, enforceable, first priority lien on the Realty subject thereto, free and clear from all title defects and encumbrances whatsoever except for and subject to Permitted Liens, and with such exceptions as are reasonably acceptable to the Agent, and shall include (future advance and revolving credit endorsements, variable rate endorsements and such other endorsements as the Agent may reasonably request, to the extent available in the respective jurisdiction of each Mortgaged Property) an endorsement for future advances under this Agreementapplicable jurisdictions. Such title insurance policies (or binders, the Notes and the Mortgages, and for such other matters that the Collateral Agent in its discretion may reasonably request, (ii) shall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent in its discretion case may reasonably request. (cbe) On with respect to Realty for the Initial Borrowing Date, the Collateral Agent shall have received surveys in form and substance satisfactory to the Collateral Agent of each Mortgaged Property, if any, designated as "Owned" on Annex III hereto, dated a recent date acceptable to the Collateral Agent and certified in a manner satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to Closing Hospitals may not contain general survey exceptions except with the Agent's prior written consent. (d) On the Initial Borrowing Date, the Collateral Agent shall have received duly authorized, fully executed, acknowledged and delivered subordination, non-disturbance and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates and such other documents relating to the Mortgages that the Collateral Agent may request, and all the foregoing shall be in form and substance reasonably satisfactory to the Collateral Agent.

Mortgages; Title Insurance. (a) On the Initial Borrowing Date, the Collateral The Administrative Agent shall have received received: (i) fully executed counterparts of deeds of trustthe Mortgages, mortgages and similar documents in each case in form and substance satisfactory to the Collateral Agent (as amended, modified or supplemented from time to time in accordance together with the terms thereof and hereof, each a "Mortgage" and, collectively, the "Mortgages") with respect to each of the Mortgaged Properties, if any, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide evidence that counterparts of such the Mortgages shall be recorded on have been delivered to the Initial Borrowing Date Title Insurance Company insuring the Lien of the Mortgages for recording in all places to the extent necessary or desirableor, in the judgment reasonable opinion of the Collateral Administrative Agent, desirable to effectively to create a valid and enforceable first priority mortgage Liendeed of trust lien on each Mortgaged Property (subject only, subject only in each such case, to Permitted Encumbrances, on each such Mortgaged Property Liens) and except as provided in the Intercreditor Agreement) in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors.Parties; (bii) On the Initial Borrowing Date, the Collateral Agent shall have received mortgagee title insurance policies (or binding marked-up unconditional commitments to issue for such title insurance policies) in connection with the respective Mortgaged Property issued by title insurers reasonably satisfactory to the Collateral Agent Title Insurance Company for the benefit of the Secured Parties (the "“Mortgage Policies"”) in amounts reasonably satisfactory to the Collateral Administrative Agent and assuring insuring the Collateral Agent that the respective Mortgages on such Mortgaged Property are valid and enforceable subsisting first priority mortgage Liens deed of trust liens on the applicable Subsidiary Guarantor’s interest in the respective Mortgaged PropertiesProperty, free and clear of all defects and encumbrances except Permitted Encumbrances. Such Liens and such Mortgage Policies shall not contain a general survey exception (except (x) an exception for shortages in area, and (y) as to lakes and excess land) and shall otherwise be in form and substance reasonably satisfactory to the Collateral Administrative Agent and (i) shall include (to the extent include, as appropriate, any available in the respective jurisdiction of each Mortgaged Property) an endorsement for future advances under this Agreement, the Notes and the Mortgages, and for such other matters endorsements that the Collateral Administrative Agent in its reasonable discretion may reasonably request, (ii) shall not include an a general exception for mechanics' liens, ’ or any other exception for mechanic’s liens unless such liens would constitute Permitted Liens and (iii) shall provide for available affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Administrative Agent in its discretion may reasonably request.; and (ciii) On the Initial Borrowing Date, the Collateral Agent shall have received surveys in form and substance satisfactory to the Collateral Agent of each Mortgaged Property, if any, designated as "Owned" on Annex III hereto, dated a recent date acceptable to the Collateral Agent and certified in a manner satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Agent. (dA) On the Initial Borrowing Date, the Collateral Agent shall have received duly authorized, fully executed, acknowledged and delivered subordination, non-disturbance and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates and such other documents relating to the Mortgages that the Collateral Agent may request, and all the foregoing shall be in form and substance confirmation reasonably satisfactory to the Collateral AgentAdministrative Agent that the Projects are not comprised of any building (as defined below) or mobile home located in a “special flood hazard area” or (B) documentation evidencing flood insurance in such total amount as the Administrative Agent may reasonably require, if on the Closing Date the area in which any such building comprising any Project is designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time, together with confirmation that the Borrower has received the notice required pursuant to Section 208.25(i) of Regulation H. For the purposes hereof, “building” shall mean a walled and roofed structure, other than a gas or liquid storage tank, that is principally above ground and affixed to a permanent site, and a walled and roofed structure while in the course of construction, alteration or repair.

Mortgages; Title Insurance. To the extent required by the Agent, amendments to all of the Mortgages (a) On other than the Initial Borrowing DateMortgage for Elko Hospital), the Collateral Agent shall have received fully executed counterparts of deeds of trust, mortgages and similar documents in each case in form and substance satisfactory to the Collateral Agent Agent, shall have been duly authorized, executed and delivered by the Borrower and the Guarantors (as amendedapplicable), modified or supplemented from time shall have been recorded, registered and filed in a manner reasonably acceptable to time the Agent, shall be in accordance full force and effect and no Default shall exist under the Mortgages (after giving effect to such amendments), and the Agent shall have received fully executed copies such amendments. With respect to all Realty subject to Mortgages that are being amended as described above (other than the Mortgages with the terms thereof respect to Realty located at (x) Parkview Regional Hospital, Mexia, Limestone County, Texas, (y) Palestine Regional Medical Center-West Campus (formerly known as Memorial Mother Xxxxxxx Hospital), Palestine, Xxxxxxxx and hereofHouston Counties, each a "Mortgage" andTexas, and (z) Palestine Regional Medical Center (formerly known as Trinity Valley Medical Center), Palestine, Xxxxxxxx County, Texas (collectively, the "MortgagesTexas Hospitals")), (i) with respect to each of the Mortgaged Properties, if any, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide that counterparts of such Mortgages shall be recorded on the Initial Borrowing Date in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors. (b) On the Initial Borrowing Date, the Collateral Agent shall have received mortgagee endorsements to the existing title insurance policies (or binding commitments to issue binders, as the case may be) with respect thereto, insuring that such title insurance policiesMortgages (as amended by the amendments described above) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgages are constitute valid and enforceable enforceable, first priority mortgage Liens liens on the respective Mortgaged PropertiesRealty, free and clear of from all title defects and encumbrances whatsoever except from and subject to Permitted Encumbrances. Such Mortgage Policies shall be Liens and only with exceptions for rights of physicians or other healthcare providers as tenants under written leases of office space in form the ordinary course of business, but specifically excluding ground leases with terms of ten years or more, and substance reasonably satisfactory such other exceptions as are acceptable to the Collateral Agent and (i) shall include (to the extent available in the respective jurisdiction of each Mortgaged Property) an endorsement for future advances under this Agreement, the Notes and the Mortgages, and for such other matters that the Collateral Agent in its discretion may reasonably request, (ii) shall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent in its discretion may reasonably request. (c) On the Initial Borrowing Date, the Collateral Agent all premiums thereon shall have received surveys in form and substance satisfactory to the Collateral Agent of each Mortgaged Property, if any, designated as "Owned" on Annex III hereto, dated a recent date acceptable to the Collateral Agent and certified in a manner satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Agentbeen paid. (d) On the Initial Borrowing Date, the Collateral Agent shall have received duly authorized, fully executed, acknowledged and delivered subordination, non-disturbance and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates and such other documents relating to the Mortgages that the Collateral Agent may request, and all the foregoing shall be in form and substance reasonably satisfactory to the Collateral Agent.

Mortgages; Title Insurance. (a) On the Initial Borrowing Date, the -------------------------- Collateral Agent shall have received received: (a) fully executed counterparts of mortgages or deeds of trust, mortgages and similar documents to secure debt in each case in form and substance reasonably satisfactory to the Collateral Agent Agents (as amendedeach, modified or supplemented from time to time in accordance with the terms thereof and hereof, each a "Mortgage" and, collectively, the "Mortgages") with respect to each ), which Mortgages shall cover such of the Real Property owned or leased by the Borrower or any Domestic Wholly-Owned Subsidiary as shall be designated as such on Schedule 5.12 (each, a "Mortgaged Property" and, collectively, the "Mortgaged Properties"), if any, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide together with evidence that counterparts of such the Mortgages shall be recorded on have been delivered to the Initial Borrowing Date title insurance company insuring the Lien of the Mortgages for recording in all places to the extent necessary or desirableor, in the judgment reasonable opinion of the Collateral Agent, desirable to effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, lien on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors., subject only to Permitted Liens; and (b) On with respect to the Initial Borrowing DateParent's corporate headquarters located in Broomfield, the Collateral Agent shall have received Colorado, only, a mortgagee title insurance policies (or binding commitments to issue policy on such title insurance policies) Mortgaged Property, issued by Chicago Title Insurance Company or such other title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage PoliciesPolicy") ), in amounts reasonably an amount satisfactory to the Collateral Agent and Agents assuring the Collateral Agent that the Mortgages are Mortgage on such Mortgaged Property is a valid and enforceable first priority mortgage Liens lien on the respective such Mortgaged PropertiesProperty, free and clear of all defects and encumbrances except Permitted Encumbrances. Such Encumbrances and such Mortgage Policies Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent Agents and (i) shall include (to the extent available in the respective jurisdiction of each Mortgaged Property) include, as appropriate, an endorsement for future advances under this Agreement, Agreement and the Notes and the Mortgages, and for such any other matters matter that the Collateral Agent in its reasonable discretion may reasonably request, (ii) shall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent in its discretion may reasonably request. (c) On the Initial Borrowing Date, the Collateral Agent shall have received surveys in form and substance satisfactory to the Collateral Agent of each Mortgaged Property, if any, designated as "Owned" on Annex III hereto, dated a recent date acceptable to the Collateral Agent and certified in a manner satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Agent. (d) On the Initial Borrowing Date, the Collateral Agent shall have received duly authorized, fully executed, acknowledged and delivered subordination, non-disturbance and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates and such other documents relating to the Mortgages that the Collateral Agent may request, and all the foregoing shall be in form and substance reasonably satisfactory to the Collateral Agent.

Mortgages; Title Insurance. (a) On the Initial Borrowing Effective Date, the Collateral Agent shall have received received: (i) fully executed counterparts of deeds of trustMortgages, mortgages and similar documents in each case in form and substance satisfactory to the Collateral Agent (as amendedAgent, modified or supplemented from time to time in accordance with the terms thereof and hereof, each a "Mortgage" and, collectively, the "Mortgages") with respect to each of which Mortgages shall cover the Mortgaged Properties, if any, Properties owned by the respective U.S. Credit Parties on the Effective Date and arrangements reasonably Mortgages in form and substance satisfactory to the Collateral Agent Agent, which shall be in place to provide cover the Mortgaged Properties owned by the respective Canadian Credit Parties on the Effective Date as designated on Annex V, together with evidence that counterparts of such Mortgages shall be recorded on or Mortgages have been delivered to the Initial Borrowing Date title insurance company insuring the Lien of such Mortgages (or, in respect of Mortgaged Properties located in Canada, to the applicable land registry office) for recording in all places to the extent necessary or desirableor, in the judgment reasonable opinion of the Collateral Agent, desirable, to effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, lien on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the applicable Secured Creditors.; (bii) On endorsements to the Initial Borrowing Date, the Collateral Agent shall have received mortgagee title insurance policies (or binding commitments to issue policy on each such title insurance policies) Mortgaged Property located in the United States issued by a title insurers insurer reasonably satisfactory to the Collateral Agent (such policies referred to herein as the "“Mortgage Policies"”) in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable first priority mortgage Liens liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances. Such Encumbrances and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (i) shall include (to the extent available in the respective jurisdiction of each Mortgaged Property) include, as appropriate, an endorsement for future advances under this Agreement, Agreement and the Notes and the Mortgages, and for such any other matters matter that the Collateral Agent in its discretion may reasonably request, (ii) shall not include an exception for mechanics' ’ liens, and (iii) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent in its discretion may reasonably request. (c) On the Initial Borrowing Date, the Collateral Agent shall have received surveys in form and substance satisfactory to the Collateral Agent of each Mortgaged Property, if any, designated as "Owned" on Annex III hereto, dated a recent date acceptable to the Collateral Agent and certified in a manner satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Agent. (d) On the Initial Borrowing Date, the Collateral Agent shall have received duly authorized, fully executed, acknowledged and delivered subordination, non-disturbance and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates and such other documents relating to the Mortgages that the Collateral Agent may request, and all the foregoing shall be in form and substance reasonably satisfactory to the Collateral Agent.; and

Mortgages; Title Insurance. (a) On the Initial Borrowing Date, the Collateral Agent shall have received fully executed counterparts of deeds of trust, mortgages and similar documents in each case in form and substance satisfactory to the Collateral Agent (as amended, modified or supplemented from time to time in accordance with the terms thereof and hereof, each a "Mortgage" and, collectively, the "Mortgages") with respect to each of the Mortgaged Properties, if any, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide that counterparts of such Mortgages shall be recorded on the Initial Borrowing Date in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured CreditorsCreditors and, to the extent required under the Existing Senior Notes Indenture, the holders of the Existing Senior Notes. (b) On the Initial Borrowing Date, the Collateral Agent shall have received mortgagee title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgages are valid and enforceable first priority mortgage Liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances. Such Mortgage Policies shall be in form and substance reasonably satisfactory to the Collateral Agent and (i) shall include (to the extent available in the respective jurisdiction of each Mortgaged Property) an endorsement for future advances under this Agreement, the Notes and the Mortgages, and for such other matters that the Collateral Agent in its discretion may reasonably request, (ii) shall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent in its discretion may reasonably request. (c) On the Initial Borrowing DateDate (and to the extent deemed necessary by the Collateral Agent), the Collateral Agent shall have received surveys in form and substance reasonably satisfactory to the Collateral Agent of each Mortgaged Property, if any, Property designated as "Ownedowned" on Annex III heretoSchedule 6.20, dated a recent date reasonably acceptable to the Collateral Agent and Agent, certified in a manner reasonably satisfactory to the Collateral Agent by a licensed professional surveyor reasonably satisfactory to the Collateral Agent. (d) On . At the Initial Borrowing Datetime of the delivery of such surveys for such Mortgaged Properties, the Mortgage Policies with respect to such Mortgaged Properties shall be amended in a manner reasonably satisfactory to the Collateral Agent shall have received duly authorized, fully executed, acknowledged and delivered subordination, non-disturbance and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates and to remove therefrom any "survey exception" noted therein or cause the title company providing such other documents relating Mortgage Policies to insure over the Mortgages that the Collateral Agent may request, and all the foregoing shall be same in form and substance a manner reasonably satisfactory to the Collateral Agent.