Common use of Security Interests in the Collateral Clause in Contracts

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

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

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

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

Security Interests in the Collateral. The BHR, Borrowers and their Subsidiaries shall have taken or caused to be taken (and Administrative Agent shall have received satisfactory evidence thereof) such actions (other than the filing or recording of items described in clause (ii) below) in such a manner so that Administrative Agent has a valid and perfected first priority security interest (except as otherwise permitted by this Agreement with respect to Liens and ------------------------------------ security interests granted to permitted under section 7.2) as of such date in the Collateral Agent (orentire Collateral. Such actions shall include, without limitation, the following: (i) delivery to Administrative Agent of certificates (which certificates shall be properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to Administrative Agent, in ) representing the case of the Mortgages and Leasehold Mortgages filed prior to the Eighteenth Amendment Effective Date, as the case may be) for the benefit of the Banks capital stock pledged pursuant to the Pledge Agreements, and Security Agreement and the Patent, Trademark Canadian Stock Pledge Agreement and Copyright Security Agreement, delivery to Administrative Agent of all other instruments (duly endorsed where appropriate) evidencing the Security Agreement, the First Mortgages, the Mortgages and Leasehold Mortgages in the UCC Collateral constitute, and will continue Collateral; (ii) delivery to constitute, Prior Security Interests under the Administrative Agent of Uniform Commercial Code financing statements as in effect in each applicable jurisdiction (the "Uniform Commercial Code") or valid first priority Liens under other applicable Law entitled to all the rights, benefits and priorities provided by the Uniform Commercial Code or such Law to the fullest extent permitted by applicable law, except that Collateral for all jurisdictions as may be necessary or desirable to perfect the security interests in the Collateral Collateral; (iii) delivery to Administrative Agent of opinions of counsel under the Mortgages law of New York with respect to the creation and Leasehold Mortgages may be subordinated to perfection of the security interests granted in favor of Administrative Agent in the Collateral (in each case to certain the extent governed by the law of New York); (iv) delivery to Administrative Agent of an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) under the laws of each jurisdiction in which a Foreign Subsidiary is located the stock of which will be pledged to secure the Obligations, as well as Iowa, New Jersey, Kansas, Massachusetts and Nebraska, with respect to the creation and perfection of the Lessor Lenders or Owned Facility Lenders, as indicated on Schedule 6.01(aa) and, except in the case of the Collateral other than Pledged Collateral, subject to Permitted Liens. Upon the filing of financing statements relating to said security interests in each office favor of Administrative Agent in such Collateral and such other matters governed by the laws of such jurisdiction regarding such security interests as Administrative Agent may reasonably request, in each jurisdiction where required case in order form and substance reasonably satisfactory to perfect the security interests described above, recordation Administrative Agent dated as of the Patent, Trademark Closing Date and Copyright Security Agreement setting forth substantially the matters in the United States Patent forms of opinions annexed hereto as Exhibit IX and Trademark Office as to such other matters as Administrative Agent may reasonably require; (and, v) delivery to the extent Administrative Agent of any Collateral consisting of copyrights, in the United States Copyright Office), such other documents and taking possession of the stock certificates or certificates of ownership of member interests in a limited liability company, as the case may be, evidencing the Pledged Collateral which constitutes stock of a corporation or certificated member interests of a limited liability company, as the case may be, all such action as is instruments that Administrative Agent reasonably deems necessary or advisable to establish such rights of establish, preserve and perfect the first priority Liens (subject to Liens permitted under (vi) evidence reasonably satisfactory to Administrative Agent that all other filings, terminations, recordings and other actions Administrative Agent deems necessary or advisable to establish, preserve and perfect the first priority Liens granted to Administrative Agent in the Collateral Agent shall have been made; and (orvii) except as disclosed to the contrary on Schedule 5.17 annexed hereto or as otherwise permitted by Section 6.11, the Agent, in the case of the Mortgages and Leasehold Mortgages filed prior Loan Parties shall have delivered to the Eighteenth Amendment Effective Date, as Agent the case may be) will have been taken, Cash Manager Cash Management Agreement and there will be upon execution and delivery of the Patent, Trademark and Copyright Security Agreement, the Security Agreement, the First Mortgages, the Pledge Agreements, Mortgages and Leasehold Mortgages, such filings, and such taking of possession no necessity a Cash Management Letter for any further action in order to preserve, protect and continue such rights, except for maintaining possession of such certificates and filing continuation statements with respect to such financing statements within six (6) months prior to each five-year anniversary of the filing of such financing statements. Any expenses in connection with each such action have been or will be paid by the Borrower. It financial institution at which a Deposit Account is acknowledged that the exercise by the Banks of their rights and remedies in respect of the Pledged Collateral which would result in or constitute any assignment of any license issued by a health care regulatory authority or any change of control with respect to a health care facility may be subject located pursuant to the prior approval of such health care regulatory authoritiesCash Management System, which Cash Manager Cash Management Agreement and Cash Management Letters and Cash Management System shall be in form and substance reasonably satisfactory to the Agent.

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

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

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

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