Common use of Post-Closing Clause in Contracts

Post-Closing. Seller covenants and agrees that after the Closing Date it will: (a) Cooperate with Purchaser in the event its parent corporation is required to include audited financial statements with respect to the Hospital and the Clinics in its filings with the United States Securities and Exchange Commission. (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, may be reasonably necessary to assure, complete and evidence the full 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 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) 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 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 ensure that there is no adverse affect on the reimbursement paid to Purchaser or the Partnership with respect to the operations at the Hospital and the Clinics after Closing. (e) To permit Purchaser, the Corporation and/or the Partnership to continue to use, for a period of one hundred eighty (180) days after the Closing, proprietary materials, programs, manuals, promotional materials and other intangibles owned or developed by Seller and used by the Corporation or the Partnership in connection with the operations at the Hospital and/or the Clinics as are reasonably necessary to the continued licensure, certification and/or accreditation of the 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, Buyer shall make diligent good faith efforts to collect all unpaid Rents for any period prior to the Closing, provided that Buyer shall have no obligation to institute litigation or terminate any Leases in connection with any such collections. Any Rents due and owing Seller covenants and agrees that after before the Closing Date it will: (a) Cooperate with Purchaser by Tenants under the Leases that are unpaid at the Closing, are herein called "Delinquent Rents". There shall be no cash credit to Seller at Closing on account of any Delinquent Rents, but following Closing, rental and other payments received by Buyer or Seller from Tenants shall be first applied toward the actual out-of-pocket costs of collection paid to parties other than the managing agent of the Property, second toward the payment of rent and other charges then currently owed to Buyer, and third such Rents shall be applied toward the payment of Delinquent Rents. Seller shall have and reserves the right to pursue any remedy against any Tenant owing Delinquent Rents, provided that Seller shall in no event institute any proceeding for the event its parent corporation is required to include audited financial statements with respect to purpose of evicting or dispossessing a Tenant from the Hospital and the Clinics in its filings Real Property. In connection with the United States Securities foregoing, Buyer shall reasonably cooperate with Seller in any collection efforts hereunder. Buyer may not waive any Delinquent Rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent, which consent may be given or withheld in Seller's sole and Exchange Commission. (b) Take such actions and properly execute and deliver absolute discretion. Notwithstanding the foregoing, Buyer may, by written notice to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, may be reasonably necessary restrict Seller from collecting such Delinquent Rents, but only if Buyer first pays Seller such Delinquent Rents in exchange for Seller's assignment to assure, complete and evidence the full and effective transfer and conveyance Buyer of all of Seller's Assets. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms hereof or which, by agreement rights and causes 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) File or cause to be filed any final cost reports action with respect to the cost reporting periods prior to the Closing Date for which it or the Partnership may be responsible under applicable state and federal law within the time periods proscribed thereunder, it being understood and agreed that the purpose of this provision is to ensure that there is no adverse affect on the reimbursement paid to Purchaser or the Partnership with respect to the operations at the Hospital and the Clinics after Closingthereto. (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. Seller covenants and agrees that after After the Closing Date it Date, Purchaser will: (a) Cooperate Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns, cost reports or other filings filed prior to or subsequent to the Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller 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 parent corporation is required sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to include audited financial statements with respect Purchaser's right to the Hospital retain copies of any or all of such removed books and the Clinics in its filings with the United States Securities and Exchange Commissionrecords. (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, as Seller may be reasonably necessary request to assure, complete and evidence the full and effective transfer and conveyance of Seller's Assetstransaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms hereof 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) File To the extent permitted by law, Seller and the staff physicians of the Hospital employed by Seller or cause to be filed any final cost reports with respect to the cost reporting periods Partnership prior to the Closing Date (but in the case of such staff physicians only as necessary for which it or the Partnership may further care of their patients and the defense of litigation) shall be responsible under applicable state and federal law within entitled, after the time periods proscribed thereunderClosing Date, it being understood and agreed that the purpose during normal business hours of this provision is to ensure that there is no adverse affect on the reimbursement paid to Purchaser or the Partnership with respect to the operations at the Hospital and the Clinics after Closingand 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) To permit Purchaser, Provide any and all working capital loans required for the Corporation and/or the Partnership day 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 day operations at the Hospital and/or the Clinics as are reasonably necessary to the continued licensure, certification and/or accreditation of the Hospital or and the Clinics after Closingby the Corporation. (f) To provide data processing services with respect Provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital Hospital, 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 the hospitals which are the subject of the Other Agreements on the terms and for the cost specified in Exhibit 9.03(f)CARF. (g) To permit Purchaser, the Corporation and/or the Partnership Not 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 appearin 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. Seller covenants and agrees that after Following the Closing Date it willDate: (a) Cooperate with Purchaser All Monthly Payments and Principal Prepayments received by Seller on or after the Cut-off Date shall belong to Buyer, and Seller shall forward any remittances received by Seller from Seller’s Servicer (which will be net of any Interim Servicing Fees and any Servicing Advances (as defined herein) made after the Cut-off Date) within the later of the Remittance Date or 15 days after receipt by Seller; provided, however, that the Seller shall not make any Servicing Advance following the Cut-off Date without the prior written consent of the Buyer; provided, further that, Seller shall be permitted to make protective advances, not to exceed $1,000 (unless otherwise approved in writing by Buyer), on any Mortgage Loan during such period to ensure the event its parent corporation related mortgaged property is required not lost to include audited financial statements with respect to the Hospital any tax sale and the Clinics will not be in its filings with the United States Securities and Exchange Commissionviolation of any municipal upkeep or safety ordnances or requirements. (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 to Purchaser such further instruments of assignment, conveyance and transfer as, Principal Prepayment was not included in the reasonable opinion of counsel for Purchaser and Seller, may be reasonably necessary to assure, complete and evidence amount set forth in the full and effective transfer and conveyance of Seller's AssetsMortgage Loan Schedule as the principal 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 hereof 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) Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, Mortgage and Mortgage File or cause with respect to each Mortgage Loan shall be filed any final cost reports vested in Buyer, and the ownership of all other records and documents with respect to the cost reporting periods prior related Mortgage Loan prepared by or which come into the possession of Seller shall immediately vest in Buyer. Seller shall deliver to the Closing Date for which it or the Partnership may be responsible under applicable state and federal law within the time periods proscribed thereunder, it being understood and agreed Buyer any documents that the purpose of this provision is to ensure that there is no adverse affect on the reimbursement paid to Purchaser or the Partnership come into its possession with respect to the operations at Mortgage Loans following the Hospital and the Clinics after Closing. (e) To permit Purchaser, the Corporation and/or the Partnership to continue to use, for a period of one hundred eighty (180) days after the Closing, proprietary materials, programs, manuals, promotional materials and other intangibles owned or developed by Seller and used by the Corporation or the Partnership in connection with the operations at the Hospital and/or the Clinics as are reasonably necessary to the continued licensure, certification and/or accreditation sale of the Hospital or the Clinics after ClosingMortgage Loans to Buyer. (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. Seller covenants and agrees that after After the Closing Date it Date, Purchaser will: (a) Cooperate 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 parent corporation is required sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to include audited financial statements with respect Purchaser's right to the Hospital retain copies of any or all of such removed books and the Clinics in its filings with the United States Securities and Exchange Commissionrecords. (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, as Seller may be reasonably necessary request to assure, complete and evidence the full and effective transfer and conveyance of Seller's Assetstransaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms hereof 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) File or cause to be filed any final cost reports with respect to To the cost reporting periods 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 which it or the Partnership may further care of their patients and the defense of litigation) shall be responsible under applicable state and federal law within entitled, after the time periods proscribed thereunderClosing Date, it being understood and agreed that the purpose during normal business hours of this provision is to ensure that there is no adverse affect on the reimbursement paid to Purchaser or the Partnership with respect to the operations at the Hospital and the Clinics after Closingand 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) To permit PurchaserProvide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital, the Corporation and/or the Partnership consent of which was not required as a condition to continue Closing but notice to use, for a period of one hundred eighty (180) days which is required or recommended after the Closing, proprietary materialsincluding, programsbut not limited to, manuals, promotional materials JCAHO 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 ClosingCARF. (f) To provide data processing services 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 the hospitals which are the subject of the Other Agreements on the terms and for the cost specified in Exhibit 9.03(f)all renewal terms. (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. Seller covenants and agrees that after After the Closing Date it Date, Purchaser will: (a) Cooperate Provide Seller with access during normal business hours to any books or records which Seller may need to file or to defend tax returns, cost reports or other filings filed prior to or subsequent to the Closing Date which relate to the period prior to the Closing Date or which Seller may require for any other lawful purpose other than litigation commenced by Seller 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 parent corporation is required sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to include audited financial statements with respect Purchaser's right to the Hospital retain copies of any or all of such removed books and the Clinics in its filings with the United States Securities and Exchange Commissionrecords. (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, as Seller may be reasonably necessary request to assure, complete and evidence the full and effective transfer and conveyance of Seller's Assetstransaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms hereof 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) File or cause to be filed any final cost reports with respect to To the cost reporting periods 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 which it or the Partnership may further care of their patients and the defense of litigation) shall be responsible under applicable state and federal law within entitled, after the time periods proscribed thereunderClosing Date, it being understood and agreed that the purpose during normal business hours of this provision is to ensure that there is no adverse affect on the reimbursement paid to Purchaser or the Partnership with respect to the operations at the Hospital and the Clinics after ClosingClinic 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) To permit PurchaserProvide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital, the Corporation and/or the Partnership consent of which was not required as a condition to continue Closing but notice to use, for a period of one hundred eighty (180) days which is required or recommended after the Closing, proprietary materialsincluding, programsbut not limited to, 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 ClosingJCAHO. (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. Seller covenants and agrees that after After the Closing Date it Date, Purchaser will: (a) Cooperate 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 parent corporation is required sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to include audited financial statements with respect Purchaser's right to the Hospital retain copies of any or all of such removed books and the Clinics in its filings with the United States Securities and Exchange Commissionrecords. (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, as Seller may be reasonably necessary request to assure, complete and evidence the full and effective transfer and conveyance of Seller's Assetstransaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms hereof 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) 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 To provide such notice as may be 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 required after Closing to ensure that there is no adverse affect on the reimbursement paid to Purchaser or the Partnership with respect to the operations at each regulatory authority having jurisdiction over the Hospital and Condominium Unit, the Clinics 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 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. Seller covenants and agrees that after After the Closing Date it Date, Purchaser will: (a) Cooperate 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 parent corporation is required sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to include audited financial statements with respect Purchaser's right to the Hospital retain copies of any or all of such removed books and the Clinics in its filings with the United States Securities and Exchange Commissionrecords. (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, as Seller may be reasonably necessary request to assure, complete and evidence the full and effective transfer and conveyance of Seller's Assetstransaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms hereof 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) File To the extent permitted by law, Seller and the staff physicians of the Hospital employed by Seller or cause to be filed any final cost reports with respect to the cost reporting periods Partnership prior to the Closing Date (but in the case of such staff physicians only as necessary for which it or the Partnership may further care of their patients and the defense of litigation) shall be responsible under applicable state and federal law within entitled, after the time periods proscribed thereunderClosing Date, it being understood and agreed that the purpose during normal business hours of this provision is to ensure that there is no adverse affect on the reimbursement paid to Purchaser or the Partnership with respect to the operations at the Hospital and on advance notice to Purchaser to have access to and to make copies, at their sole cost and expense, of the Clinics after Closingpatient 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) To permit Purchaser, Provide any and all working capital loans required for the Corporation and/or the Partnership day 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 day operations at the Hospital and/or the Clinics as are reasonably necessary to the continued licensure, certification and/or accreditation of the Hospital or by the Clinics after ClosingCorporation. (f) To provide data processing services with respect Provide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Hospital Hospital, 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 the hospitals which are the subject of the Other Agreements on the terms and for the cost specified in Exhibit 9.03(f)CARF. (g) To permit Purchaser, the Corporation and/or the Partnership Not 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 appearin connection with the operation of the Hospital other than as specifically authorized by Paragraph 9.03(f).

Post-Closing. Seller covenants and agrees that after After the Closing Date it Date, Purchaser will: (a) Cooperate 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 parent corporation is required sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to include audited financial statements with respect Purchaser's right to the Hospital retain copies of any or all of such removed books and the Clinics in its filings with the United States Securities and Exchange Commissionrecords. (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, as Seller may be reasonably necessary request to assure, complete and evidence the full and effective transfer and conveyance of Seller's Assetstransaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms hereof 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) 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 To provide such notice as may be responsible under applicable state and federal law within required after Closing to each regulatory authority having jurisdiction over the time periods proscribed thereunderHospital, it being understood and agreed that the purpose consent of this provision which was not required as a condition to Closing but notice to which is to ensure that there is no adverse affect on the reimbursement paid to Purchaser required or the Partnership with respect to the operations at the Hospital and the Clinics 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 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. Seller covenants and agrees that after After the Closing Date it Date, Purchaser will: (a) Cooperate 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 parent corporation is required sole cost and expense, for the removal of any or of such books and records from the Hospital, subject to include audited financial statements with respect Purchaser's right to the Hospital retain copies of any or all of such removed books and the Clinics in its filings with the United States Securities and Exchange Commissionrecords. (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, as Seller may be reasonably necessary request to assure, complete and evidence the full and effective transfer and conveyance of Seller's Assetstransaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms hereof 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) File or cause to be filed any final cost reports with respect to To the cost reporting periods 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 which it or the Partnership may further care of their patients and the defense of litigation) shall be responsible under applicable state entitled, after the Closing Date, during normal business hours of the Facilities and federal law within the time periods proscribed thereunder, it being understood and agreed that the purpose of this provision is to ensure that there is no adverse affect on the reimbursement paid advance notice to Purchaser or to have access to and to make copies, at their sole cost and expense, of the Partnership with respect patient records, including the medical records and medical charts of any patient admitted to the operations 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 Hospital and Facilities. Any record or chart so removed by Seller from the Clinics after ClosingFacilities shall be promptly returned to Purchaser following its use by Seller in accordance with the terms hereof. (e) To permit PurchaserProvide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Facilities, the Corporation and/or the Partnership consent of which was not required as a condition to continue Closing but notice to use, for a period of one hundred eighty (180) days after the Closing, proprietary materials, programs, manuals, promotional materials and other intangibles owned which is required 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 recommended 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, Buyer shall make diligent good faith efforts to collect all unpaid Rents for any period prior to the Closing, at no cost or expense to Buyer, provided that Buyer shall have no obligation to institute litigation, terminate any Leases or dispossess any Tenants in connection with any such collections except as otherwise expressly provided in this Agreement. Any Rents due and owing Seller covenants and agrees that after before the Closing Date it will: by Tenants under the Leases that are unpaid at the Closing, are herein called "Delinquent Rents". There shall he no cash credit to Seller at Closing on account of any Delinquent Rents, but, following Closing, rental and other payments received by Buyer or Seller from Tenants, unless otherwise expressly provided in this Agreement, shall be first applied toward the payment of rent and other charges then currently owed to Buyer, and second such Rents shall be applied toward the payment of Delinquent Rents. Seller shall have and reserves the right to pursue any remedy against any Tenant owing Delinquent Rents, provided that Seller shall in no event institute any proceeding for the purpose of evicting or dispossessing a Tenant from the Property or terminating any of the Leases, and Seller shall not commence any action in a court of law to collect the Delinquent Rents (a) Cooperate provided, however, the foregoing shall not be deemed to limit Seller's right to engage a collection agency otherwise limit the actions of such collection agency beyond the remedy limits set forth above). In connection with Purchaser the foregoing, Buyer shall, at no cost or expense to Buyer, reasonably cooperate with Seller in any collection efforts hereunder. Buyer may not waive any Delinquent Rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts (other than in the event its parent corporation is required ordinary course of business in connection with any reconciliation of operating expenses and/or taxes under the Leases or any audit thereof) without first obtaining Seller's written consent, which consent may be given or withheld in Seller's sole and absolute discretion. Notwithstanding the foregoing, Buyer may, by written notice to include audited financial statements Seller, restrict Seller from collecting such Delinquent Rents, but only if Buyer first pays Seller such Delinquent Rents in exchange for Seller's assignment to Buyer of all of Seller's rights and causes of action with respect thereto. Except as otherwise set forth herein with respect to the Hospital and the Clinics in its filings with the United States Securities and Exchange Commission. (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignmentDelinquent Rents, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, may be reasonably necessary to assure, complete and evidence the full 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 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) 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 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 ensure that there is no adverse affect on the reimbursement paid to Purchaser or the Partnership with respect to the operations at the Hospital and the Clinics after Closing. (e) To permit Purchaser, the Corporation and/or the Partnership to continue to use, for a period of one hundred eighty (180) days after the Closing, proprietary materials, programs, manuals, promotional materials and other intangibles owned or developed by Seller and used by shall deliver promptly to Buyer any Rents Seller receives from Tenants for any period after the Corporation or Closing. Buyer's obligation hereunder shall survive 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. Seller covenants and agrees that after the Closing Date it will: (a) Cooperate with Purchaser in the event its parent corporation is required to include audited financial statements with respect to the Hospital and the Clinics in its filings with the United States Securities and Exchange Commission. (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, may be reasonably necessary to assure, complete and evidence the full 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 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) 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 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 ensure that there is no adverse affect on the reimbursement paid to Purchaser or the Partnership with respect to the operations at the Hospital and the Clinics after Closing. (e) To permit Purchaser, the Corporation and/or the Partnership to continue to use, for a period of one hundred eighty (180) days after the Closing, proprietary materials, programs, manuals, promotional materials and other intangibles owned or developed by Seller and used by the Corporation or the Partnership in connection with the operations at the Hospital and/or the Clinics as are reasonably necessary to the continued licensure, certification and/or accreditation of the 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. Seller covenants and agrees that after After the Closing Date it Date, Purchaser will: (a) Cooperate 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 Clinic. 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 parent corporation is required sole cost and expense, for the removal of any or of such books and records from the Clinic, subject to include audited financial statements with respect Purchaser's right to the Hospital retain copies of any or all of such removed books and the Clinics in its filings with the United States Securities and Exchange Commissionrecords. (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Seller, as Seller may be reasonably necessary request to assure, complete and evidence the full and effective transfer and conveyance of Seller's Assetstransaction provided for in this Agreement. (c) Fulfill any obligations which it may have under this Agreement which survive Closing in accordance with the terms hereof 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) File or cause To 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 be filed 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 final cost reports with respect patient admitted to the cost reporting periods 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 Closing Date for which it Clinic. Any record or chart so removed by Seller from the Partnership may Clinic shall be 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 ensure that there is no adverse affect on the reimbursement paid promptly returned to Purchaser or following its use by Seller in accordance with the Partnership with respect to the operations at the Hospital and the Clinics after Closingterms hereof. (e) To permit PurchaserProvide such notice as may be required after Closing to each regulatory authority having jurisdiction over the Clinic, the Corporation and/or the Partnership consent of which was not required as a condition to continue Closing but notice to use, for a period of one hundred eighty (180) days after the Closing, proprietary materials, programs, manuals, promotional materials and other intangibles owned which is required 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 recommended 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.