EX-4.10






Exhibit 4.10




AMENDED AND RESTATED SECURITY AGREEMENT




          THIS SECURITY AGREEMENT dated as of November 17, 2006 and amended and restated as of March 2,
2009, among HCA Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of
the Company listed on the signature pages hereto or that becomes a party hereto pursuant to Section
8.13 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary
Grantors”; the Subsidiary Grantors and the Company are referred to collectively as the
“Grantors”), and Bank of America, N.A., as Collateral Agent (in such capacity, the
“Collateral Agent”) for the benefit of the First Lien Secured Parties.




W I T N E S S E T H:




          WHEREAS, the Borrowers (as defined below) are party to the Credit Agreement, dated as of
November 17, 2006 (as amended February 16, 2007, as further amended March 2, 2009 and as the same
may be further amended, restated, supplemented or otherwise modified, refinanced or replaced from
time to time, the “Credit Agreement”) among the Company, HCA UK Capital Limited, a limited
liability company (company no. 04779021) formed under the laws of England and Wales (the
“European Subsidiary Borrower” and together with the Company, the “Borrowers”),
the lenders or other financial institutions or entities from time to time parties thereto (the
“Lenders”) and Bank of America, N.A., as Administrative Agent and as Collateral Agent;




          WHEREAS, (a) pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans
to the Borrowers and the Letter of Credit Issuer has agreed to issue Letters of Credit for the
account of the Company and the Restricted Subsidiaries upon the terms and subject to the conditions
set forth therein, (b) one or more Cash Management Banks or Hedge Banks may from time to time enter
into Secured Cash Management Agreements or Secured Hedge Agreements with the Company and/or its
Subsidiaries and (c) the Borrowers may incur Additional First Lien Obligations from time to time to
the extent permitted by the Credit Agreement and each Additional First Lien Agreement (any
extensions of credit to the Grantors as described in clauses (a), (b) or (c), collectively, the
“Extensions of Credit”);




          WHEREAS, pursuant to the U.S. Guarantee dated as of November 17, 2006, each Subsidiary Grantor
party thereto has unconditionally and irrevocably guaranteed, as primary obligor and not merely as
surety, to the Collateral Agent for the benefit of the Secured Parties (as defined in the Credit
Agreement) the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations (as such term is defined in the Credit
Agreement);




          WHEREAS, each Subsidiary Grantor may also unconditionally and irrevocably guaranty, as primary
obligor and not merely as surety, for the benefit of the First Lien Secured Parties under any
Additional First Lien Agreements, the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of the Additional First Lien Obligations;




 









 








          WHEREAS, each Subsidiary Grantor is a U.S. Guarantor and may be a guarantor of the Additional
First Lien Obligations;




          WHEREAS, the Grantors are similarly entering into on the date hereof, the Amended and Restated
Pledge Agreement (the “Pledge Agreement”) for the benefit of the First Lien Secured
Parties, which agreement amends and restates the U.S. Pledge Agreement;




          WHEREAS, the proceeds of the Extensions of Credit have been or will be, as the case may be,
used in part to enable valuable transfers to the Subsidiary Grantors in connection with the
operation of their respective businesses;




          WHEREAS, each Grantor acknowledges that it has derived or will derive, as the case may be,
substantial direct and indirect benefit from the making of the Extensions of Credit;




          WHEREAS, as a condition precedent to the obligation of the Lenders and the Letter of Credit
Issuer to make their respective Extensions of Credit to the Borrowers under the Credit Agreement,
the Grantors executed and delivered a Security Agreement to the Collateral Agent for the benefit of
the Secured Parties dated as of November 17, 2006 (the “Original Security Agreement”); and




          WHEREAS, it is a condition precedent to Amendment No. 2 to the Credit Agreement that the
Grantors enter into this Amended and Restated Security Agreement for the benefit of the First Lien
Secured Parties;




          NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, the
Collateral Agent, the Lenders and the Letter of Credit Issuer to enter into Amendment No. 2 to the
Credit Agreement and to induce the respective Lenders and the Letter of Credit Issuer to make their
respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or
more Lenders or affiliates of Lenders to enter into Secured Cash Management Agreements and Secured
Hedge Agreements with the Company and/or its Subsidiaries and to induce the holders of any
Additional First Lien Obligations to make their respective Extensions of Credit thereunder, the
Grantors hereby agree with the Collateral Agent, for the benefit of the First Lien Secured Parties,
to amend and restate the Original Security Agreement as follows:




          1. Defined Terms.




          (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement on the date hereof.




          (b) Terms used herein without definition that are defined in the UCC have the meanings given
to them in the UCC, including the following terms (which are capitalized herein): Account, Chattel
Paper, Commodity Contract, Documents, Instruments, Inventory, Letter-of-Credit Right, Security
Entitlement and Supporting Obligation.




          (c) The following terms shall have the following meanings:




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          “ABL Controlled Accounts” shall mean, collectively, with respect to each Grantor, (i)
all “deposit accounts” and all “securities accounts” as such terms are defined in the UCC and all
accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds,
checks, notes, “securities entitlements” (as such terms are defined in the UCC) and instruments
from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this
definition, in each case, which are subject to a control agreement in favor of the Receivables
Collateral Agent (it being understood that no such account or funds shall be deemed to be an “ABL
Controlled Account” at any time that such account or funds are not subject to a control agreement
in favor of the Receivables Collateral Agent unless an Event of Default has occurred and is
continuing on the date such account or funds would have otherwise ceased to constitute an ABL
Controlled Account ).




          “Additional First Lien Agreement” shall mean any indenture, credit agreement or other
agreement, if any, pursuant to which any Grantor has or will incur Additional First Lien
Obligations; provided that, in each case, the Indebtedness thereunder has been designated
as Additional First Lien Obligations pursuant to and in accordance with Section 8.17.




          “Additional First Lien Obligations” shall mean all advances to, and debts,
liabilities, obligations, covenants and duties of, any Grantor arising under any Additional First
Lien Agreement including, without limitation, Future Secured Notes, whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after the commencement by
or against any Grantor or any Affiliate thereof of any proceeding under any bankruptcy or
insolvency law naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding, in each case, that have been designated as
Additional First Lien Obligations pursuant to and in accordance with Section 8.17.




          “Additional First Lien Secured Party Consent” shall mean a consent in the form of
Annex C to this Security Agreement executed by the Authorized Representative of any holders of
Additional First Lien Obligations pursuant to Section 8.17.




          “Additional Receivables Intercreditor Agreement” shall mean any intercreditor
agreement with respect to the Shared Receivables Collateral entered into in connection with any
Additional First Lien Obligations by Bank of America, N.A. (or any successor thereof), as ABL
Collateral Agent and the Collateral Agent, and any other Persons party or that may become party
thereto from time to time, and consented to by the Grantors identified therein.




          “Applicable Control Agreement” shall mean any Control Agreement in favor of the
Receivables Collateral Agent as to which the Receivables Collateral Agent has agreed in writing
that its Control over the ABL Controlled Accounts covered thereby is also for the benefit of the
First Lien Secured Parties.




          “Applicable First Lien Representative” shall mean the “Applicable Authorized
Representative” as defined in the First Lien Intercreditor Agreement; provided that prior
to the First Lien Intercreditor Effective Date, the Applicable First Lien Representative shall be
deemed to be the Administrative Agent.




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          “Authorized Representative” shall mean (i) the Administrative Agent with respect to
the Credit Agreement and (ii) any duly authorized representative of any other First Lien Secured
Party under Additional First Lien Agreements designated as “Authorized Representative” for any
First Lien Secured Party in an Additional First Lien Secured Party Consent delivered to the
Collateral Agent.




          “Collateral” shall have the meaning provided in Section 2.




          “Collateral Account” shall mean any collateral account established by the Collateral
Agent as provided in Section 5.1 or Section 5.3.




          “Collateral Agent” shall have the meaning provided in the preamble to this Security
Agreement.




          “Control” shall mean “control,” as such term is defined in Section 9-104 or 9-106, as
applicable, of the UCC.




          “Control Agreement” shall mean an agreement (which, if in favor of the Collateral
Agent, shall be in form reasonably satisfactory to the Collateral Agent) establishing a Person’s
Control with respect to any ABL Controlled Account (it being understood that any such agreement in
favor of the Collateral Agent may be the same agreement granting Control to the Receivables
Collateral Agent).




          “Copyright License” shall mean any written agreement, now or hereafter in effect,
granting any right to any third party under any copyright now or hereafter owned by any Grantor
(including all Copyrights) or that any Grantor otherwise has the right to license, or granting any
right to any Grantor under any copyright now or hereafter owned by any third party, and all rights
of any Grantor under any such agreement, including those listed on Schedule 1.




          “copyrights” shall mean, with respect to any Person, all of the following now owned or
hereafter acquired by such Person: (i) all copyright rights in any work subject to the copyright
laws of the United States or any other country, whether as author, assignee, transferee or
otherwise, and (ii) all registrations and applications for registration of any such copyright in
the United States or any other country, including registrations, recordings, supplemental
registrations and pending applications for registration in the United States Copyright Office.




          “Copyrights” shall mean all copyrights now owned or hereafter acquired by any Grantor,
including those listed on Schedule 2.




          “Credit Party” shall mean each of the Borrowers, the Subsidiary Grantors and each
other Subsidiary of the Company that is a party to the Credit Agreement, any other Credit Document
or any Additional First Lien Agreement.




          “Discharge of Credit Agreement Obligations” shall have the meaning assigned thereto in
the First Lien Intercreditor Agreement.




          “equipment” shall mean all “equipment,” as such term is defined in Article 9 of the
UCC, now or hereafter owned by any Grantor or to which any Grantor has rights and, in any




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event, shall include all machinery, equipment, furnishings, movable trade fixtures and
vehicles now or hereafter owned by any Grantor or to which any Grantor has rights and any and all
Proceeds, additions, substitutions and replacements of any of the foregoing, wherever located,
together with all attachments, components, parts, equipment and accessories installed thereon or
affixed thereto; but excluding equipment to the extent it is subject to a Lien, in each case
permitted by any of clauses (e), (h) or (i) of Section 10.2 of the Credit Agreement and any
equivalent provision of each Additional First Lien Agreement and the terms of the Indebtedness
secured by such Lien prohibit assignment of, or granting of a security interest in, such Grantor’s
rights and interests therein (other than to the extent that any such prohibition would be rendered
ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable law),
provided, that immediately upon the repayment of all Indebtedness secured by such Lien,
such Grantor shall be deemed to have granted a Security Interest in all the rights and interests
with respect to such equipment.




          “Event of Default” shall mean an “Event of Default” under and as defined in the Credit
Agreement or any Additional First Lien Agreement.




          “Extensions of Credit” shall have the meaning assigned to such term in the recitals
hereto.




          “First Lien Intercreditor Agreement” shall mean the First Lien Intercreditor
Agreement, substantially in the form of Annex D hereto, to be executed by the Collateral Agent, the
Administrative Agent and the Authorized Representative of the holders of the first Future Secured
Notes to be issued that constitute Additional First Lien Obligations hereunder.




          “First Lien Intercreditor Effective Date” shall mean the date on which the First Lien
Intercreditor Agreement is first executed and delivered by the Collateral Agent, the Administrative
Agent and the Authorized Representative of the holders of the first Future Secured Notes to be
issued that constitute Additional First Lien Obligations hereunder.




          “First Lien Obligations” shall mean collectively, the Obligations (as such term is
defined in the Credit Agreement) and the Additional First Lien Obligations.




          “First Lien Secured Parties” shall man collectively, the “Secured Parties” (as such
term is defined in the Credit Agreement) and, if any, the holders of Additional First Lien
Obligations and any Authorized Representative with respect thereto.




          “General Intangibles” shall mean all “general intangibles” as such term is defined in
Article 9 of the UCC and, in any event, including with respect to any Grantor, all contracts,
agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is
a party or under which such Grantor has any right, title or interest or to which such Grantor or
any property of such Grantor is subject, as the same may from time to time be amended, supplemented
or otherwise modified, including (a) all rights of such Grantor to receive moneys due and to become
due to it thereunder or in connection therewith, (b) all rights of such Grantor to receive proceeds
of any insurance, indemnity, warranty or guarantee with respect thereto, (c) all claims of such
Grantor for damages arising out of any breach of or default thereunder and (d) all rights of such
Grantor to terminate, amend, supplement, modify or exercise rights or options




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the reunder, to perform thereunder and to compel performance and otherwise exercise all
remedies thereunder, in each case to the extent the grant by such Grantor of a Security Interest
pursuant to this Security Agreement in its right, title and interest in any such contract,
agreement, instrument or indenture (i) is not prohibited by such contract, agreement, instrument or
indenture without the consent of any other party thereto (other than a Credit Party), (ii) would
not give any other party (other than a Credit Party) to any such contract, agreement, instrument or
indenture the right to terminate its obligations thereunder or (iii) is permitted with consent if
all necessary consents to such grant of a Security Interest have been obtained from the other
parties thereto (other than to the extent that any such prohibition referred to in clauses (i),
(ii) and (iii) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of
the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction
or any other applicable law) (it being understood that the foregoing shall not be deemed to
obligate such Grantor to obtain such consents); provided that the foregoing limitation
shall not affect, limit, restrict or impair the grant by such Grantor of a Security Interest
pursuant to this Security Agreement in any Account or any money or other amounts due or to become
due under any such contract, agreement, instrument or indenture.




          “Grantor” shall have the meaning assigned to such term in the recitals hereto.




          “Intellectual Property” shall mean all of the following now owned or hereafter
acquired by any Grantor: (A) all Copyrights, Trademarks and Patents, and (B) all rights, priorities
and privileges relating to intellectual property, whether arising under United States,
multinational or foreign laws or otherwise now owned or hereafter acquired, including (a) all
information used or useful arising from the business including all goodwill, trade secrets, trade
secret rights, know-how, customer lists, processes of production, ideas, confidential business
information, techniques, processes, formulas and all other proprietary information, and (b) rights,
priorities and privileges relating to the Copyrights, the Patents, the Trademarks and the Licenses
and all rights to sue at law or in equity for any infringement or other impairment thereof,
including the right to receive all proceeds and damages therefrom, in each case to the extent the
grant by such Grantor of a Security Interest pursuant to this Security Agreement in any such
rights, priorities and privileges relating to intellectual property (i) is not prohibited by any
contract, agreement or other instrument governing such rights, priorities and privileges without
the consent of any other party thereto (other than a Credit Party), (ii) would not give any other
party (other than a Credit Party) to any such contract, agreement or other instrument the right to
terminate its obligations thereunder or (iii) is permitted with consent if all necessary consents
to such grant of a Security Interest have been obtained from the relevant parties (other than to
the extent that any such prohibition referred to in clauses (i), (ii) and (iii) would be rendered
ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable law) (it being
understood that the foregoing shall not be deemed to obligate such Grantor to obtain such
consents).




          “Investment Property” shall mean all Securities (whether certificated or
uncertificated), Security Entitlements and Commodity Contracts of any Grantor (other than (i) as
pledged pursuant to the Pledge Agreement and (ii) solely with respect to the U.S. Obligations and
any Additional First Lien Obligations, any Stock or Stock Equivalents of any Foreign Subsidiary in
excess of 65% of the outstanding class of such Stock or Stock Equivalents), whether now or
hereafter acquired by any Grantor, except, in each case, to the extent the grant by a Grantor of a




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Security Interest therein pursuant to this Security Agreement in its right, title and interest
in any such Investment Property (i) is prohibited by any contract, agreement, instrument or
indenture governing such Investment Property without the consent of any other party thereto (other
than a Credit Party or a wholly owned Subsidiary) unless such consent has been expressly obtained
(it being understood that there shall be no obligation to seek or obtain such consent), or (ii)
would give any other party (other than a Credit Party or a wholly owned Subsidiary) to any such
contract, agreement, instrument or indenture the right to terminate its obligations thereunder
(other than to the extent that any such prohibition referred to in clauses (i) and (ii) would be
rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable law) (it being
understood that the foregoing shall not be deemed to obligate any Grantor to seek or obtain any
such consents referred to in clauses (i) or (ii) above).




          “License” shall mean any Patent License, Trademark License, Copyright License or other
license or sublicense to which any Grantor is a party.




          “Original Security Agreement” shall have the meaning assigned to such term in the
recitals hereto.




          “Patent License” shall mean any written agreement, now or hereafter in effect,
granting to any third party any right to make, use or sell any invention on which a patent, now or
hereafter owned by any Grantor (including all Patents) or that any Grantor otherwise has the right
to license, is in existence, or granting to any Grantor any right to make, use or sell any
invention on which a patent, now or hereafter owned by any third party, is in existence, and all
rights of any Grantor under any such agreement, including those listed on Schedule 3.




          “patents” shall mean, with respect to any Person, all of the following now owned or
hereafter acquired by such Person: (a) all letters patent of the United States or the equivalent
thereof in any other country, all registrations and recordings thereof, and all applications for
letters patent of the United States or the equivalent thereof in any other country, including
registrations, recordings and pending applications in the United States Patent and Trademark Office
or any similar offices in any other country, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed
therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.




          “Patents” shall mean all patents now owned or hereafter acquired by any Grantor,
including those listed on Schedule 4.




          “Pledge Agreement” shall have the meaning assigned to such term in the recitals
hereto.




          “Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the UCC
and, in any event, shall include with respect to any Grantor, any consideration received from the
sale, exchange, license, lease or other disposition of any asset or property that constitutes
Collateral, any value received as a consequence of the possession of any Collateral and any payment
received from any insurer or other Person or entity as a result of the destruction, loss, theft,
damage or other involuntary conversion of whatever nature of any asset or property that




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constitutes Collateral, and shall include (a) all cash and negotiable instruments received by
or held on behalf of the Collateral Agent, (b) any claim of any Grantor against any third party for
(and the right to sue and recover for and the rights to damages or profits due or accrued arising
out of or in connection with) (i) past, present or future infringement of any Patent now or
hereafter owned by any Grantor, or licensed under a Patent License, (ii) past, present or future
infringement or dilution of any Trademark now or hereafter owned by any Grantor or licensed under
a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or
hereafter owned by any Grantor, (iii) past, present or future breach of any License and (iv) past,
present or future infringement of any Copyright now or hereafter owned by any Grantor or licensed
under a Copyright License and (c) any and all other amounts from time to time paid or payable under
or in connection with any of the Collateral.




          “Receivables Intercreditor Agreement” shall have the meaning provided in Section 8.15.




          “Security Agreement” shall mean this Security Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.




          “Security Interest” shall have the meaning provided in Section 2.




          “Shared Receivables Collateral” shall have the meaning given such term by the
Receivables Intercreditor Agreement.




          “Trademark License” shall mean any written agreement, now or hereafter in effect,
granting to any third party any right to use any trademark now or hereafter owned by any Grantor
(including any Trademark) or that any Grantor otherwise has the right to license, or granting to
any Grantor any right to use any trademark now or hereafter owned by any third party, and all
rights of any Grantor under any such agreement, including those listed on Schedule 5.




          “trademarks” shall mean, with respect to any Person, all of the following now owned or
hereafter acquired by such Person: (i) all trademarks, service marks, trade names, corporate
names, company names, business names, fictitious business names, trade styles, trade dress, logos,
other source or business identifiers, designs and general intangibles of like nature, now existing
or hereafter adopted or acquired, all registrations and recordings thereof (if any), and all
registration and recording applications filed in connection therewith, including registrations and
registration applications in the United States Patent and Trademark Office or any similar offices
in any State of the United States or any other country or any political subdivision thereof, and
all extensions or renewals thereof, (ii) all goodwill associated therewith or symbolized thereby
and (iii) all other assets, rights and interests that uniquely reflect or embody such goodwill.




          “Trademarks” shall mean all trademarks now owned or hereafter acquired by any Grantor,
including those listed on Schedule 6 hereto; provided that any “intent to use”
Trademark applications for which a statement of use has not been filed (but only until such
statement is filed) are excluded from this definition.




          “UCC” shall mean the Uniform Commercial Code as from time to time in effect in the
State of New York; provided, however, that, in the event that, by reason of
mandatory




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provisions of law, any of the attachment, perfection or priority of the Collateral
Agent’s and the First Lien Secured Parties’ security interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term
“UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions hereof relating to such attachment, perfection or priority and for
purposes of definitions related to such provisions.




          (d) The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import when
used in this Security Agreement shall refer to this Security Agreement as a whole and not to any
particular provision of this Security Agreement, and Section, subsection, clause and Schedule
references are to this Security Agreement unless otherwise specified. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”.




          (e) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




          (f) Where the context requires, terms relating to the Collateral or any part thereof, when
used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part
thereof.




          (g) References to “Lenders” in this Security Agreement shall be deemed to include affiliates
of any Lender that may from time to time enter into Secured Cash Management Agreements and Secured
Hedge Agreements with the Company and/or its Subsidiaries.




          (h) This Amended and Restated Security Agreement amends and restates the Original Security
Agreement. The Obligations of the Grantors under the Original Security Agreement and the grant of
security interest in the Collateral by the Grantors under the Original Security Agreement shall
continue under this Amended and Restated Security Agreement, and shall not in any event be
terminated, extinguished or annulled, but shall hereafter be governed by this Amended and Restated
Security Agreement. All references to the Original Security Agreement in any Credit Document
(other than this Amended and Restated Security Agreement) or other document or instrument delivered
in connection therewith shall be deemed to refer to this Amended and Restated Security Agreement
and the provisions hereof. It is understood and agreed that the Original Security Agreement is
being amended and restated by entry into this Amended and Restated Security Agreement on the date
hereof.




          2. Grant of Security Interest.




          (a) Each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges,
hypothecates and transfers to the Collateral Agent, for the benefit of the First Lien Secured
Parties, and grants to the Collateral Agent, for the benefit of the First Lien Secured Parties and
confirms its prior grant to the Collateral Agent for the benefit of the First Lien Secured Parties
of, a lien on and security interest in (the “Security Interest”), all of its right, title
and interest in, to and under all of the following property now owned or at any time hereafter acquired by
such Grantor or in which such Grantor now has or at any time in the future may
acquire any right, title or interest (collectively, the “Collateral”), as collateral
security for the prompt and




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complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the First Lien Obligations:





     (i) all Accounts;




     (ii) all Chattel Paper;




     (iii) all Documents;




     (iv) all equipment;




     (v) all General Intangibles;




     (vi) all Instruments;




     (vii) all Intellectual Property;




     (viii) all Inventory;




     (ix) all Investment Property;




     (x) all Letters of Credit and Letter-of-Credit Rights;




     (xi) all Supporting Obligations;




     (xii) all Collateral Accounts and all ABL Controlled Accounts;




     (xiii) all books and records pertaining to the Collateral;




     (xiv) the extent not otherwise included, all Proceeds and products of any and all of
the foregoing;


provided, that (x) the Collateral for any First Lien Obligations shall not include any
Excluded Stock and Stock Equivalents with respect to such First Lien Obligations, (y) none of the
items included in clauses (i) through (xiv) above shall constitute Collateral to the extent (and
only to the extent) that the grant of the Security Interest therein would violate any Requirement
of Law applicable to such Collateral and (z) notwithstanding the foregoing or anything else in this
Agreement to the contrary, the Collateral shall in no event include any Principal Properties.




          (b) Each Grantor hereby irrevocably authorizes the Collateral Agent and its Affiliates,
counsel and other representatives, at any time and from time to time, to file or record financing
statements, amendments to financing statements and, with notice to the Company, and other filing or
recording documents or instruments with respect to the Collateral in such form and in such offices
as the Collateral Agent reasonably determines appropriate to perfect the security interests of the
Collateral Agent under this Security Agreement, and such financing statements and amendments may
described the Collateral covered thereby as “all assets”, “all personal property” or words of
similar effect (except that, in any event, such financing statement
shall also contain an express exclusion with respect to the limitation of the Security
Interest in Principal Properties substantially to the effect set forth in clause (c) below). Each
Grantor hereby



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also authorizes the Collateral Agent and its Affiliates, counsel and other
representatives, at any time and from time to time, to file continuation statements with respect to
previously filed financing statements. A photographic or other reproduction of this Security
Agreement shall be sufficient as a financing statement or other filing or recording document or
instrument for filing or recording in any jurisdiction to the Collateral Agent.




          Each Grantor hereby agrees to provide to the Collateral Agent, promptly upon request, any
information reasonably necessary to effectuate the filings or recordings authorized by this Section
2(b).




          The Collateral Agent is further authorized to file with the United States Patent and Trademark
Office or United States Copyright Office (or any successor office or any similar office in any
other country) such documents as may be necessary or advisable for the purpose of perfecting,
confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor,
without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the
Collateral Agent, as the case may be, as secured party.




          The Security Interests are granted as security only and shall not subject the Collateral Agent
or any other First Lien Secured Party to, or in any way alter or modify, any obligation or
liability of any Grantor with respect to or arising out of the Collateral.




          (c) Notwithstanding any other provision hereof, to the extent that any portion of the
Collateral is construed to include one or more Principal Properties (it being understood that any
such construction would be in direct violation of clause (z) of the proviso to Section 2(a) above),
the principal amount of First Lien Obligations secured by all such Principal Properties shall be
limited to the maximum aggregate principal amount of indebtedness that may be secured at any time
without giving rise to any requirement under the 1993 Indenture to secure any obligation thereunder
equally and ratably (or prior to) the First Lien Obligations (it being understood that the
principal amount of First Lien Obligations secured by the Principal Properties of any Grantor shall
in no event be reduced as a result of any security interest granted or obligation incurred after
the Closing Date and during the pendency of any Insolvency or Liquidation Proceeding (as defined in
the General Intercreditor Agreement) with respect to such Grantor). If after the Closing Date any
Retained Indebtedness becomes required to be secured by a Lien on Principal Properties as a result
of (a) the Company or any Subsidiary granting a Lien on any Principal Property, but only if such
requirement would have arisen solely as a result of Liens on Principal Properties other than Liens
granted pursuant to any Security Document, (b) the Company or any Subsidiary entering into any Sale
and Lease-Back Transaction (as defined in the 1993 Indenture, as in effect on the Closing Date),
(c) any 1993 Restricted Subsidiary incurring Debt (as defined in the 1993 Indenture as in effect on
the Closing Date) or issuing Preferred Stock (as defined in the 1993 Indenture as in effect on the
Closing Date), or (ii) the 1993 Indenture ceases to be in effect as a result of a satisfaction and
discharge or defeasance thereof in accordance with its terms, then, in each such case, the First
Lien Obligations secured hereunder by Collateral consisting of one or more Principal Properties
shall become equal to the maximum aggregate amount of First Lien Obligations outstanding.




          (d) Notwithstanding anything to the contrary in this Section 2, the term Collateral, as it
refers to the Collateral securing Additional First Lien Obligations, shall not include



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any Stock
and other securities of a Subsidiary (excluding Healthtrust, Inc.—The Hospital Company, a Delaware
corporation and its successors and assigns) to the extent that the pledge of such Stock and other
securities would result in the Company being required to file separate financial statements of such
Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and
only for so long as such requirement is in existence and only with respect to the relevant
Additional First Lien Obligations affected; provided that neither the Company nor any
Subsidiary shall take any action in the form of a reorganization, merger or other restructuring a
principal purpose of which is to provide for the release of the Lien on any Stock pursuant to this
clause (ii). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act
of 1933, as amended (“Rule 3-16”) is amended, modified or interpreted by the SEC to require
(or is replaced with another rule or regulation, or any other law, rule or regulation is adopted,
which would require) the filing with the SEC (or any other Governmental Authority) of separate
financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s Stock
secures the Additional First Lien Obligations affected thereby, then the Stock of such Subsidiary
will automatically be deemed not to be part of the Collateral securing the relevant Additional
First Lien Obligations affected thereby but only to the extent necessary to not be subject to such
requirement and only for so long as required to not be subject to such requirement. In such event,
this Security Agreement may be amended or modified, without the consent of any First Lien Secured
Party, to the extent necessary to release the Security Interests in favor of the Collateral Agent
on the shares of Stock that are so deemed to no longer constitute part of the Collateral for the
relevant Additional First Lien Obligations only. In the event that Rule 3-16 is amended, modified
or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other
law, rule or regulation is adopted, which would permit) such Subsidiary’s Stock to secure the
Additional First Lien Obligations in excess of the amount then pledged without the filing with the
SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then
the Stock of such Subsidiary will automatically be deemed to be a part of the Collateral for the
relevant Additional First Lien Obligations. For the avoidance of doubt and notwithstanding
anything to the contrary in this Agreement, nothing in this clause (d) shall limit the pledge of
such Stock and other securities from securing the Obligations (as defined in the Credit Agreement)
at all times or from securing any Additional First Lien Obligations that are not in respect of
securities subject to regulation by the SEC.




          3. Representations and Warranties.




          Each Grantor hereby represents and warrants to the Collateral Agent and each First Lien
Secured Party that:




          3.1 Title; No Other Liens. Except for (a) the Security Interest granted to the
Collateral Agent for the benefit of the First Lien Secured Parties pursuant to this Security
Agreement, (b) the Liens permitted under each of the Credit Agreement and each Additional First
Lien Agreement and (c) any Liens securing Indebtedness which is no longer outstanding or any Liens
with respect to commitments to lend which have been terminated, such Grantor owns each item of the
Collateral free and clear of any and all Liens or claims of others. No security agreement,
financing statement or other public notice with respect to all or any part of the Collateral that
evidences a Lien securing any material Indebtedness is on file or of record in any
public office, except such as (i) have been filed in favor of the Collateral Agent for the
benefit of the First Lien Secured Parties pursuant to this Security Agreement or (ii) are permitted
by the each



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of the Credit Agreement and each Additional First Lien Agreement. For the avoidance of
doubt, any reference herein to Liens permitted to be outstanding shall mean only Liens permitted to
be outstanding under both the Credit Agreement (so long as it is in effect) and each Additional
First Lien Agreement.




          3.2 Perfected First Priority Liens.




          (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its
benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable
Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar
laws affecting creditors’ rights generally and general equitable principles.




          (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security
Interests granted pursuant to this Security Agreement (i) constitute and will continue to
constitute valid and perfected Security Interests in the Collateral (as to which perfection may be
obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph,
which actions have been taken prior to the date hereof to the extent required by the Original
Security Agreement and shall continue to apply to the First Lien Obligations under this Security
Agreement) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as
collateral security for the First Lien Obligations, as a result of (A) the completion of the filing
in the applicable filing offices of all financing statements, in each case, naming each Grantor as
“debtor” and the Collateral Agent as “secured party” and describing the Collateral, (B) delivery of
all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case,
properly endorsed for transfer to the Collateral Agent or in blank and (C) completion of the
filing, registration and recording of a fully executed agreement in the form hereof (or a
supplement hereto) and containing a description of all Collateral constituting Intellectual
Property in the United States Patent and Trademark Office (or any successor office) within the
three month period (commencing as of the date of the Original Security Agreement) or, in the case
of Collateral constituting Intellectual Property acquired after the date of the Original Security
Agreement, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder
with respect to United States Patents and United States registered Trademarks and in the United
States Copyright Office (or any successor office) within the one month period (commencing as of the
applicable date of acquisition or filing) or, in the case of Collateral constituting Intellectual
Property acquired after the date of the Original Security Agreement, thereafter with respect to
United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon
as reasonably practicable, and otherwise as may be required pursuant to the laws of any other
necessary jurisdiction to the extent that a security interest may be perfected by such filings,
registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than
Liens permitted pursuant to Sections 10.2 (a), (b) and (d)-(r) of the Credit Agreement and the
equivalent provisions of each of the Additional First Lien Agreement.




          (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect
the Security Interests granted by this Security Agreement (including Security Interests in
Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code
of the relevant State(s), (ii) filings approved by United States government offices
with respect to Intellectual Property, (iii) delivery to the Collateral Agent to be held
in its possession of all Collateral consisting of tangible Chattel Paper, Instruments or
Certificated



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Securities with a fair market value in excess of $10,000,000 individually and (iv) to
the extent required by Section 4.1(e), the execution of Control Agreements in favor of the
Collateral Agent.




          (d) It is understood and agreed that the Security Interests in Investment Property created
hereunder shall not prevent the Grantors from using such assets in the ordinary course of their
respective businesses.




          4. Covenants.




          Each Grantor hereby covenants and agrees with the Collateral Agent and the First Lien Secured
Parties that, from and after the date of this Security Agreement until all Additional First Lien
Obligations (other than contingent indemnification and reimbursement obligations) are paid in full,
the Commitments are terminated and no Letter of Credit remains outstanding:




          4.1 Maintenance of Perfected Security Interest; Further Documentation.




          (a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a
perfected Security Interest having at least the priority described in Section 3.1 and shall defend
such Security Interest against the claims and demands of all Persons whomsoever, in each case
subject to Section 3.2(c).




          (b) Such Grantor will furnish to the Collateral Agent, the Lenders and any other First Lien
Secured Parties from time to time statements and schedules further identifying and describing the
assets and property of such Grantor and such other reports in connection therewith as the
Collateral Agent may reasonably request.




          (c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and
from time to time, at the expense of such Grantor, it will execute any and all further documents,
financing statements, agreements and instruments, and take all such further actions (including the
filing and recording of financing statements and other documents, including all applicable
documents required under Section 3.2(b)(C)), which may be required under any applicable law, or
which the Collateral Agent, the Required Lenders or the Applicable First Lien Representative may
reasonably request, in order (i) to grant, preserve, protect and perfect the validity and priority
of the Security Interests created or intended to be created hereby or (ii) to enable the Collateral
Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral,
including the filing of any financing or continuation statements under the Uniform Commercial Code
in effect in any jurisdiction with respect to the Security Interests created hereby and all
applicable documents required under Section 3.2(b)(C), all at the expense of such Grantor.




          (d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any
assets acquired by such Grantor after the date hereof that are required by the Credit Agreement or
any Additional First Lien Agreement to be subject to the Lien created hereby or (ii) with respect
to any Person that, subsequent to the date hereof, becomes a U.S. Subsidiary that is required by
the Credit Agreement or any Additional First Lien Agreement to become a party
hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all
actions required by the Credit Agreement, any Additional First Lien Agreement or this Section 4.1.




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          (e) In order better to perfect the security interest of the First Lien Secured Parties in ABL
Controlled Accounts which are subject to Applicable Control Agreements, each Grantor hereby grants
to the Receivables Collateral Agent, for the benefit of the First Lien Secured Parties, a lien on
and security interest in, all of its right, title and interest in, to and under the ABL Controlled
Accounts. In the event any Applicable Control Agreement ceases to be in effect upon repayment in
full of the ABL Facility, if an Event of Default exists at the time such Applicable Control
Agreement so ceases to be in effect, each Grantor shall cause its ABL Controlled Accounts that were
subject to such Applicable Control Agreements to become subject to a Control Agreement on
substantially similar terms in favor of the Collateral Agent. The Collateral Agent hereby agrees
that unless an Event of Default has occurred and is continuing, it will not provide any “notice of
sole control” (or equivalent notice) under any such Control Agreement




          4.2 Damage or Destruction of Collateral. The Grantors agree promptly to notify the
Collateral Agent if any material portion of the Collateral is damaged or destroyed.




          4.3 Notices. Each Grantor will advise the Collateral Agent, the Lenders and any other
First Lien Secured Parties promptly, in reasonable detail, of any Lien of which it has knowledge
(other than the Security Interests created hereby or Liens permitted under each of the Credit
Agreement and each Additional First Lien Agreement) on any of the Collateral which would adversely
affect, in any material respect, the ability of the Collateral Agent to exercise any of its
remedies hereunder.




          5. Remedial Provisions.




          5.1 Certain Matters Relating to Accounts.




          (a) At any time after the occurrence and during the continuance of an Event of Default and
after giving reasonable notice to the Company and any other relevant Grantor, the Applicable First
Lien Representative shall have the right, but not the obligation, to instruct the Collateral Agent
to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts
in any manner and through any medium that the Applicable First Lien Representative reasonably
considers advisable, and each Grantor shall furnish all such assistance and information as such
Applicable First Lien Representative may require in connection with such test verifications. The
Collateral Agent shall have the absolute right to share any information it gains from such
inspection or verification with any First Lien Secured Party.




          (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and
the Collateral Agent may curtail or terminate said authority at any time after the occurrence and
during the continuance of an Event of Default. If required in writing by the Collateral Agent at
any time after the occurrence and during the continuance of an Event of Default, any payments of
Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two
Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor
to the Collateral Agent if required, in a Collateral Account maintained
under the sole dominion and control of and on terms and conditions reasonably satisfactory to
the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the First
Lien Secured Parties only as provided in Section 5.5, and (ii) until so turned over, shall be held
by such Grantor in trust for the Collateral Agent and the First Lien Secured Parties, segregated




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from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied
by a report identifying in reasonable detail the nature and source of the payments included in the
deposit.




          (c) At the Collateral Agent’s request at any time after the occurrence and during the
continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent all original
and other documents evidencing, and relating to, the agreements and transactions which gave rise to
the Accounts, including all original orders, invoices and shipping receipts.




          (d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not
grant any extension of the time of payment of any of the Accounts, compromise, compound or settle
the same for less than the full amount thereof, release, wholly or partly, any Person liable for
the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent
shall have instructed the Grantors not to grant or make any such extension, credit, discount,
compromise or settlement under any circumstances during the continuance of such Event of Default.




          (e) At the direction of the Collateral Agent, upon the occurrence and during the continuance
of an Event of Default, each Grantor shall grant to the Collateral Agent to the extent assignable,
an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign,
license or sublicense any of the Intellectual Property now owned or hereafter acquired by such
Grantor. Such license shall include access to all media in which any of the licensed items may be
recorded or stored and to all computer programs used for the compilation or printout thereof.




          5.2 Communications with Credit Parties; Grantors Remain Liable.




          (a) The Collateral Agent in its own name or in the name of others may at any time after the
occurrence and during the continuance of an Event of Default, after giving reasonable notice to the
relevant Grantor of its intent to do so, communicate with obligors under the Accounts to verify
with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts.
The Collateral Agent shall have the absolute right to share any information it gains from such
inspection or verification with any First Lien Secured Party.




          (b) Upon the written request of the Collateral Agent at any time after the occurrence and
during the continuance of an Event of Default, each Grantor shall notify obligors on the Accounts
that the Accounts have been assigned to the Collateral Agent for the benefit of the First Lien
Secured Parties and that payments in respect thereof shall be made directly to the Collateral
Agent.




          (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under
each of the Accounts to observe and perform all the conditions and obligations to be observed and
performed by it thereunder, all in accordance with the terms of any agreement
giving rise thereto. Neither the Collateral Agent nor any First Lien Secured Party shall have
any obligation or liability under any Account (or any agreement giving rise thereto) by reason of
or arising out of this Security Agreement or the receipt by the Collateral Agent or any First Lien
Secured Party of any payment relating thereto, nor shall the Collateral Agent or any First Lien




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Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or
pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any
inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency
of any performance by any party thereunder, to present or file any claim, to take any action to
enforce any performance or to collect the payment of any amounts which may have been assigned to it
or to which it may be entitled at any time or times.




          5.3 Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the
Collateral Agent and the First Lien Secured Parties specified in Section 5.1 with respect to
payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent
so requires by notice in writing to the relevant Grantor (it being understood that the exercise of
remedies by the First Lien Secured Parties in connection with an Event of Default under Section 11
of the Credit Agreement or the equivalent provisions of any Additional First Lien Agreement shall
be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in
such circumstances, no such written notice shall be required), all Proceeds received by any Grantor
consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the
Collateral Agent and the First Lien Secured Parties, segregated from other funds of such Grantor,
and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the
exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if
required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral
Agent in a Collateral Account maintained under its dominion and control and on terms and conditions
reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent
in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the First Lien
Secured Parties) shall continue to be held as collateral security for all the First Lien
Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.




          5.4 Application of Proceeds. The Collateral Agent shall apply the proceeds of any
collection or sale of the Collateral as well as any Collateral consisting of cash, at any time
after receipt in the order specified in Section 11 of the Credit Agreement; provided that
on and after the First Lien Intercreditor Effective Date, such proceeds shall be applied in the
order specified in the First Lien Intercreditor Agreement. Upon any sale of the Collateral by the
Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the purchase money paid
over to the Collateral Agent or such officer or be answerable in any way for the misapplication
thereof.




          5.5 Code and Other Remedies. If an Event of Default shall occur and be continuing,
the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and
remedies provided for herein or otherwise available to it, all the rights and remedies of a secured
party upon default under the UCC or any other applicable law and also may with notice to the
relevant Grantor, sell the Collateral or any part thereof in one or more parcels at public
or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or
any Lender or elsewhere for cash or on credit or for future delivery at such price or prices and
upon such other terms as are commercially reasonable irrespective of the impact of any such sales
on the market price of the Collateral. The Collateral Agent shall be authorized at any such sale
(if it




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deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral
to Persons who will represent and agree that they are purchasing the Collateral for their own
account for investment and not with a view to the distribution or sale thereof, and, upon
consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such
sale shall hold the property sold absolutely free from any claim or right on the part of any
Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption,
stay and/or appraisal that it now has or may at any time in the future have under any rule of law
or statute now existing or hereafter enacted. The Collateral Agent and any First Lien Secured
Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any
such private sale, to purchase the whole or any part of the Collateral so sold, and the Collateral
Agent or such First Lien Secured Party may pay the purchase price by crediting the amount thereof
against the First Lien Obligations; provided that, on and after the First Lien
Intercreditor Effective Date, such rights shall be subject to the terms of the First Lien
Intercreditor Agreement. Each Grantor agrees that, to the extent notice of sale shall be required
by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable notification. The
Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale
having been given. The Collateral Agent may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned. To the extent permitted by law, each
Grantor hereby waives any claim against the Collateral Agent arising by reason of the fact that the
price at which any Collateral may have been sold at such a private sale was less than the price
that might have been obtained at a public sale, even if the Collateral Agent accepts the first
offer received and does not offer such Collateral to more than one offeree. Each Grantor further
agrees, at the Collateral Agent’s request to assemble the Collateral and make it available to the
Collateral Agent, at places which the Collateral Agent shall reasonably select, whether at such
Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action
taken by it pursuant to this Section 5.5 in accordance with the provisions of Section 5.4.




          5.6 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds
of any sale or other disposition of the Collateral are insufficient to pay its First Lien
Obligations and the fees and disbursements of any attorneys employed by the Collateral Agent or any
First Lien Secured Party to collect such deficiency.




          5.7 Amendments, etc. with Respect to the First Lien Obligations; Waiver of Rights.
Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of
rights against any Grantor and without notice to or further assent by any Grantor, (a) any demand
for payment of any of the First Lien Obligations made by the Collateral Agent or any other First
Lien Secured Party may be rescinded by such party and any of the First Lien Obligations continued,
(b) the First Lien Obligations, or the liability of any other party upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with respect thereto, may, from
time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other
First Lien Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of
Credit, any Additional First Lien Agreement and any other documents executed and delivered in
connection therewith and the Secured Cash Management Agreements and the Secured Hedge




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Agreements
and any other documents executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash
Management Agreement, the Hedge Bank or Cash Management Bank party thereto or in the case of any
Additional First Lien Agreement, the trustee or administrative agent thereunder or the required
lenders or debtholders thereunder) may deem advisable from time to time, and (d) any collateral
security, guarantee or right of offset at any time held by the Collateral Agent or any other First
Lien Secured Party for the payment of the First Lien Obligations may be sold, exchanged, waived,
surrendered or released. Neither the Collateral Agent nor any other First Lien Secured Party shall
have any obligation to protect, secure, perfect or insure any Lien at any time held by it as
security for the First Lien Obligations or for this Security Agreement or any property subject
thereto. When making any demand hereunder against any Grantor, the Collateral Agent or any other
First Lien Secured Party may, but shall be under no obligation to, make a similar demand on any
Grantor or any other Person, and any failure by the Collateral Agent or any other First Lien
Secured Party to make any such demand or to collect any payments from any Borrower or any Grantor
or any other Person or any release of any Borrower or any Grantor or any other Person shall not
relieve any Grantor in respect of which a demand or collection is not made or any Grantor not so
released of its several obligations or liabilities hereunder, and shall not impair or affect the
rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any
other First Lien Secured Party against any Grantor. For the purposes hereof “demand” shall include
the commencement and continuance of any legal proceedings.




          6. The Collateral Agent.




          6.1 Collateral Agent’s Appointment as Attorney-in-Fact, etc.




          (a) Each Grantor hereby appoints, which appointment is irrevocable and coupled with an
interest, effective upon the occurrence and during the continuance of an Event of Default, the
Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such
Grantor and in the name of such Grantor or otherwise, for the purpose of carrying out the terms of
this Security Agreement, to take any and all appropriate action and to execute any and all
documents and instruments that may be necessary or desirable to accomplish the purposes of this
Security Agreement, and, without limiting the generality of the foregoing, each Grantor hereby
gives the Collateral Agent the power and right, on behalf of such Grantor, either in the Collateral
Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any
or all of the following, in each case after the occurrence and during the continuance of an Event
of Default and after written notice by the Collateral Agent of its intent to do so:





     (i) take possession of and endorse and collect any checks, drafts, notes, acceptances
or other instruments for the payment of moneys due under any Account or with
respect to any other Collateral and file any claim or take any other action or
proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral
Agent for the purpose of collecting any and all such moneys due under any Account or with
respect to any other Collateral whenever payable;



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     (ii) in the case of any Intellectual Property, execute and deliver, and have recorded,
any and all agreements, instruments, documents and papers as the Collateral Agent may
request to evidence the Collateral Agent’s and the First Lien Secured Parties’ Security
Interest in such Intellectual Property and the goodwill and general intangibles of such
Grantor relating thereto or represented thereby;




     (iii) pay or discharge taxes and Liens levied or placed on or threatened against the
Collateral;




     (iv) execute, in connection with any sale provided for in Section 5.5, any
endorsements, assignments or other instruments of conveyance or transfer with respect to the
Collateral;




     (v) obtain and adjust insurance required to be maintained by such Grantor pursuant to
Section 9.3 of the Credit Agreement or any equivalent provision of any Additional First Lien
Agreement;




     (vi) direct any party liable for any payment under any of the Collateral to make
payment of any and all moneys due or to become due thereunder directly to the Collateral
Agent or as the Collateral Agent shall direct;




     (vii) ask or demand for, collect and receive payment of and receipt for, any and all
moneys, claims and other amounts due or to become due at any time in respect of or arising
out of any Collateral;




     (viii) sign and endorse any invoices, freight or express bills, bills of lading,
storage or warehouse receipts, drafts against debtors, assignments, verifications, notices
and other documents in connection with any of the Collateral;




     (ix) commence and prosecute any suits, actions or proceedings at law or in equity in
any court of competent jurisdiction to collect the Collateral or any portion thereof and to
enforce any other right in respect of any Collateral;




     (x) defend any suit, action or proceeding brought against such Grantor with respect to
any Collateral (with such Grantor’s consent to the extent such action or its resolution
could materially affect such Grantor or any of its affiliates in any manner other than with
respect to its continuing rights in such Collateral);




     (xi) settle, compromise or adjust any such suit, action or proceeding and, in
connection therewith, give such discharges or releases as the Collateral Agent may deem
appropriate (with such Grantor’s consent to the extent such action or its resolution could
materially affect such Grantor or any of its affiliates in any manner other than with
respect to its continuing rights in such Collateral);




     (xii) assign any Copyright, Patent or Trademark (along with the goodwill of the
business to which any such Copyright, Patent or Trademark pertains), throughout the world
for such term or terms, on such conditions, and in such manner, as the Collateral Agent
shall in its sole discretion determine; and



-20-









 






     (xiii) generally, sell, transfer, pledge and make any agreement with respect to or
otherwise deal with any of the Collateral as fully and completely as though the Collateral
Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s
option and such Grantor’s expense, at any time, or from time to time, all acts and things
that the Collateral Agent deems necessary to protect, preserve or realize upon the
Collateral and the Collateral Agent’s and the First Lien Secured Parties’ Security Interests
therein and to effect the intent of this Security Agreement, all as fully and effectively as
such Grantor might do.


Anything in this Section 6.1(a) to the contrary notwithstanding, the Collateral Agent agrees that
it will not exercise any rights under the power of attorney provided for in this Section 6.1(a)
unless an Event of Default shall have occurred and be continuing.




          (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the
Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or
otherwise cause performance or compliance, with such agreement.




          (c) The expenses of the Collateral Agent incurred in connection with actions undertaken as
provided in this Section 6.1, together with interest thereon at a rate per annum equal to the
highest rate per annum at which interest would then be payable on any category of past due ABR
Loans under the Credit Agreement (whether or not the Credit Agreement is then effect), from the
date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be
payable by such Grantor to the Collateral Agent on demand.




          (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done
by virtue hereof. All powers, authorizations and agencies contained in this Security Agreement are
coupled with an interest and are irrevocable until this Security Agreement is terminated and the
Security Interests created hereby are released.




          6.2 Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the
custody, safekeeping and physical preservation of the Collateral in its possession, under Section
9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent
deals with similar property for its own account. The Collateral Agent shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral in its possession if
such Collateral is accorded treatment substantially equal to that which the Collateral Agent
accords its own property. Neither the Collateral Agent, any First Lien Secured Party nor any of
their respective officers, directors, employees or agents shall be liable for failure to demand,
collect or realize upon any of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any
other Person or to take any other action whatsoever with regard to the Collateral or any part
thereof. The powers conferred on the Collateral Agent and the First Lien Secured Parties hereunder
are solely to protect the Collateral Agent’s and the First Lien Secured Parties’ interests in the
Collateral and shall not impose any duty upon the Collateral Agent or any First Lien Secured Party
to exercise any such powers. The Collateral Agent and the First Lien Secured Parties shall be
accountable only for amounts that they actually receive as a result of the exercise of such powers,
and neither they nor any of their officers, directors, employees or agents shall be responsible to


-21-









 







any Grantor for any act or failure to act hereunder, except for their own gross negligence or
willful misconduct.




          6.3 Authority of Collateral Agent. Each Grantor acknowledges that the rights and
responsibilities of the Collateral Agent under this Security Agreement with respect to any action
taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any
option, voting right, request, judgment or other right or remedy provided for herein or resulting
or arising out of this Security Agreement shall, as between the Collateral Agent and the First Lien
Secured Parties, be governed (x) until the First Lien Intercreditor Effective Date, by the Credit
Agreement and (y) on and after the First Lien Intercreditor Effective Date, the First Lien
Intercreditor Agreement, and by such other agreements with respect thereto as may exist from time
to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent
shall be conclusively presumed to be acting as agent for the applicable First Lien Secured Parties
with full and valid authority so to act or refrain from acting, and no Grantor shall be under any
obligation, or entitlement, to make any inquiry respecting such authority.




          6.4 Security Interest Absolute. All rights of the Collateral Agent hereunder, the
security interest and all obligations of the Grantors hereunder shall be absolute and
unconditional.




          6.5 Continuing Security Interest; Assignments Under the Credit Agreement; Release.




          (a) This Security Agreement shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon each Grantor and the successors and assigns thereof and
shall inure to the benefit of the Collateral Agent and the other First Lien Secured Parties and
their respective successors, indorsees, transferees and assigns until all First Lien Obligations
under the Credit Documents and any Additional First Lien Agreement (other than any contingent
indemnity obligations not then due) and the obligations of each Grantor under this Security
Agreement shall have been satisfied by payment in full, the Commitments shall be terminated and no
Letters of Credit shall be outstanding (or all such Letters of Credit shall have been Cash
Collateralized), notwithstanding that from time to time during the term of the Credit Agreement,
any Additional First Lien Agreements and any Secured Cash Management Agreements and Secured Hedge
Agreement the Credit Parties may be free from any First Lien Obligations.




          (b) Subject to the terms of the First Lien Intercreditor Agreement on and after the First Lien
Intercreditor Effective Date, a Subsidiary Grantor shall automatically be released from its
obligations hereunder (x) as it relates to the “Obligations” (as defined in the Credit Agreement),
if it ceases to be a U.S. Guarantor in accordance with Section 14.1 of the Credit Agreement and (y)
as it relates to the First Lien Obligations under any Additional First Lien Agreement, if it ceases
to be a guarantor under such Additional First Lien Agreement pursuant to the applicable
provision(s) of such Additional First Lien Agreement.




          (c) Subject to any applicable terms of the First Lien Intercreditor Agreement on and after the
First Lien Intercreditor Effective Date, the Security Interest granted hereby in any Collateral
shall automatically be released (i) if (and to the extent) provided in (A) Section



-22-









 






14.1 of the
Credit Agreement and (B) any applicable provision of any Additional First Lien Agreement, (ii) upon
the effectiveness of any written consent to the release of the security interest granted hereby in
such Collateral pursuant to Section 14.1 of the Credit Agreement and any applicable provision of
any Additional First Lien Agreement and (iii) as otherwise may be provided in the First Lien
Intercreditor Agreement or the Receivables Intercreditor Agreement. Any such release in connection
with any sale, transfer or other disposition of such Collateral shall result in such Collateral
being sold, transferred or disposed of, as applicable, free and clear of the Lien and Security
Interest created hereby.




          (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the
Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents
that such Grantor shall reasonably request to evidence such termination or release. Any execution
and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by
the Collateral Agent.




          6.6 Reinstatement. Each Grantor further agrees that, if any payment made by any
Credit Party or other Person and applied to the First Lien Obligations is at any time annulled,
avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise
required to be refunded or repaid, or the proceeds of Collateral are required to be returned by any
First Lien Secured Party to such Credit Party, its estate, trustee, receiver or any other party,
including any Grantor, under any bankruptcy law, state or federal law, common law or equitable
cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such
liability shall be and remain in full force and effect, as fully as if such payment had never been
made or, if prior thereto the Lien granted hereby or other Collateral securing such liability
hereunder shall have been released or terminated by virtue of such cancellation or surrender), such
Lien or other Collateral shall be reinstated in full force and effect, and such prior cancellation
or surrender shall not diminish, release, discharge, impair or otherwise affect any Lien or other
Collateral securing the obligations of any Grantor in respect of the amount of such payment.




          7. Collateral Agent As Agent.




          (a) Bank of America, N.A. has been appointed to act as the Collateral Agent under the Credit
Agreement, by the Lenders under the Credit Agreement and, by their acceptance of the benefits
hereof, the other First Lien Secured Parties. The Collateral Agent shall be obligated, and shall
have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising
any rights, and to take or refrain from taking any action (including the release or substitution of
Collateral), solely in accordance with this Security Agreement and the Credit Agreement;
provided that the Collateral Agent shall exercise, or refrain from exercising, any remedies
provided for in Section 5 in accordance with the instructions of the Required Lenders. In
furtherance of the foregoing provisions of this Section 7(a), each First Lien Secured Party, by its
acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon
any of the Collateral hereunder, it being understood and agreed by such First Lien Secured Party
that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the
benefit of the applicable Lenders and First Lien Secured Parties in accordance with the terms
of this Section 7(a).




-23-









 








          (b) The Collateral Agent shall at all times be the same Person that is the Collateral Agent
under the Credit Agreement. Written notice of resignation by the Collateral Agent pursuant to
Section 13.9 of the Credit Agreement shall also constitute notice of resignation as Collateral
Agent under this Security Agreement; removal of the Collateral Agent shall also constitute removal
under this Security Agreement; and appointment of a Collateral Agent pursuant to Section 13.9 of
the Credit Agreement shall also constitute appointment of a successor Collateral Agent under this
Security Agreement. Upon the acceptance of any appointment as Collateral Agent under Section 13.9
of the Credit Agreement by a successor Collateral Agent, that successor Collateral Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the
retiring or removed Collateral Agent under this Security Agreement, and the retiring or removed
Collateral Agent under this Security Agreement shall promptly (i) transfer to such successor
Collateral Agent all sums, securities and other items of Collateral held hereunder, together with
all records and other documents necessary or appropriate in connection with the performance of the
duties of the successor Collateral Agent under this Security Agreement, and (ii) execute and
deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to
financing statements and take such other actions, as may be necessary or appropriate in connection
with the assignment to such successor Collateral Agent of the Security Interests created hereunder,
whereupon such retiring or removed Collateral Agent shall be discharged from its duties and
obligations under this Security Agreement. After any retiring or removed Collateral Agent’s
resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement
shall inure to its benefit as to any actions taken or omitted to be taken by it under this Security
Agreement while it was Collateral Agent hereunder.




          (c) The Collateral Agent shall not be deemed to have any duty whatsoever with respect to any
First Lien Secured Party that is a counterparty to a Secured Cash Management Agreement or Secured
Hedge Agreement the obligations under which constitute First Lien Obligations, unless it shall have
received written notice in form and substance satisfactory to the Collateral Agent from a Grantor
or any such First Lien Secured Party as to the existence and terms of the applicable Secured Cash
Management Agreement or Secured Hedge Agreement.




          (d) Notwithstanding anything to the contrary, upon the occurrence of the First Lien
Intercreditor Effective Date, the provisions of this Section 7 shall be deemed superseded by
Article IV of the First Lien Intercreditor Agreement, which provisions shall govern the appointment
of Bank of America, N.A. as Collateral Agent for the First Lien Secured Parties.




          8. Miscellaneous.




          8.1 Amendments in Writing. None of the terms or provisions of this Security Agreement
may be waived, amended, supplemented or otherwise modified except by a written instrument executed
by the affected Grantor and the Administrative Agent in accordance with Section 14.1 of the Credit
Agreement and, after the First Lien Intercreditor Effective Date, by each other Authorized
Representative to the extent required by (and in accordance with) the applicable Additional First
Lien Agreement, or as otherwise provided in the First Lien Intercreditor Agreement.




          8.2 Notices. All notices, requests and demands pursuant hereto shall be made in
accordance with Section 14.2 of the Credit Agreement (whether or not then in effect). All




-24-









 







communications and notices hereunder to any Subsidiary Grantor shall be given to it in care of the
Company at the Company’s address set forth in Section 14.2 of the Credit Agreement (whether or not
then in effect) and all notices to any holder of obligations under any Additional First Lien
Agreements, at its address set forth in the Additional First Lien Secured Party Consent, as such
address may be changed by written notice to the Collateral Agent and the Company.




          8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent
nor any First Lien Secured Party shall by any act (except by a written instrument pursuant to
Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of
the Collateral Agent or any other First Lien Secured Party, any right, power or privilege hereunder
shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. A waiver by the Collateral Agent or any other First Lien Secured Party of any
right or remedy hereunder on any one occasion shall not be construed as a bar to any right or
remedy that the Collateral Agent or such other First Lien Secured Party would otherwise have on any
future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may
be exercised singly or concurrently and are not exclusive of any other rights or remedies provided
by law.




          8.4 Enforcement Expenses; Indemnification.




          (a) Each Grantor agrees to pay any and all expenses (including all reasonable fees and
disbursements of counsel) that may be paid or incurred by any First Lien Secured Party in
enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting,
any or all of the First Lien Obligations and/or enforcing any rights with respect to, or collecting
against, such Grantor under this Security Agreement.




          (b) Each Grantor agrees to pay, and to save the Collateral Agent and the First Lien Secured
Parties harmless from, any and all liabilities with respect to, or resulting from any delay in
paying, any and all stamp, excise, sales or other taxes that may be payable or determined to be
payable with respect to any of the Collateral or in connection with any of the transactions
contemplated by this Security Agreement.




          (c) Each Grantor agrees to pay, and to save the Collateral Agent and the First Lien Secured
Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to
the execution, delivery, enforcement, performance and administration of this Security Agreement to
the extent a Borrower would be required to do so pursuant to Section 14.5 of the Credit Agreement
(whether or not then in effect).




          (d) The agreements in this Section 8.4 shall survive repayment of the First Lien Obligations
and all other amounts payable under the Credit Agreement, the other Credit Documents and any
Additional First Lien Agreement.




-25-









 








          8.5 Successors and Assigns. The provisions of this Security Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that no Grantor may assign, transfer or delegate any of its rights
or obligations under this Security Agreement without the prior written consent of the Collateral
Agent except pursuant to a transaction permitted by both the Credit Agreement and each Additional
First Lien Agreement.




          8.6 Counterparts. This Security Agreement may be executed by one or more of the
parties to this Security Agreement on any number of separate counterparts (including by facsimile
or other electronic transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Security Agreement signed by
all the parties shall be lodged with the Collateral Agent and the Company.




          8.7 Severability. Any provision of this Security Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good
faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.




          8.8 Section Headings. The Section headings used in this Security Agreement are for
convenience of reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.




          8.9 Integration. This Security Agreement together with the other Credit Documents,
the First Lien Intercreditor Agreement and each Additional First Lien Agreement represents the
agreement of each of the Grantors with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by the Collateral Agent or any other First
Lien Secured Party relative to the subject matter hereof not expressly set forth or referred to
herein or in the other Credit Documents, the First Lien Intercreditor Agreement and each Additional
First Lien Agreement.




          8.10 GOVERNING LAW. THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.




          8.11 Submission To Jurisdiction Waivers. Each party hereto hereby irrevocably and
unconditionally:





     (a) submits for itself and its property in any legal action or proceeding relating to
this Security Agreement, the other Credit Documents to which it is a party and any
Additional First Lien Agreement to which it is a party, or for recognition and enforcement
of any judgment in respect thereof, to the non-exclusive general jurisdiction of the



-26-









 







courts of the State of New York, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof;




     (b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;




     (c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to such Person at its address referred to in Section 8.2 or at such
other address of which such Person shall have been notified pursuant thereto;




     (d) agrees that nothing herein shall affect the right of any other party hereto (or any
First Lien Secured Party) to effect service of process in any other manner permitted by law
or shall limit the right of any party hereto (or any First Lien Secured Party) to sue in any
other jurisdiction; and




     (e) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this Section 8.11 any special,
exemplary, punitive or consequential damages.



          8.12 Acknowledgments. Each party hereto hereby acknowledges that:





     (a) it has been advised by counsel in the negotiation, execution and delivery of this
Security Agreement and the other Credit Documents to which it is a party;




     (b) neither the Collateral Agent nor any other First Lien Secured Party has any
fiduciary relationship with or duty to any Grantor arising out of or in connection with this
Security Agreement or any of the other Credit Documents, and the relationship between the
Grantors, on the one hand, and the Collateral Agent and the other First Lien Secured
Parties, on the other hand, in connection herewith or therewith is solely that of debtor and
creditor; and




     (c) no joint venture is created hereby or by the other Credit Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders and any other
First Lien Secured Party or among the Grantors and the Lenders and any other First Lien
Secured Party.



          8.13 Additional Grantors. Each Subsidiary of the Company that is required to become a
party to this Security Agreement pursuant to Section 9.11 of the Credit Agreement and/or the
equivalent provision of any Additional First Lien Agreement shall become a Grantor, with the same
force and effect as if originally named as a Grantor herein, for all purposes of this Security
Agreement upon execution and delivery by such Subsidiary of a written supplement substantially in
the form of Annex B hereto. The execution and delivery of any instrument adding an
additional Grantor as a party to this Security Agreement shall not require the consent of any other
Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain



-27-









 






in full force and effect notwithstanding the addition of any new Grantor as a party to this
Security Agreement.




          8.14 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT, ANY
OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.




          8.15 Receivables Intercreditor Agreement. Notwithstanding anything herein to the
contrary, the liens and security interests granted to the Collateral Agent pursuant to this
Agreement and the exercise of any right or remedy by the Collateral Agent hereunder, in each case,
with respect to the Shared Receivables Collateral are subject to the limitations and provisions of
(a) in the case of the “Secured Parties” (as such term is defined in the Credit Agreement), the
Receivables Intercreditor Agreement, dated as of November 17, 2006 (as amended, restated,
supplemented or otherwise modified from time to time, the “Receivables Intercreditor
Agreement”), Bank of America, N.A., as ABL Collateral Agent, the Collateral Agent, and The Bank
of New York Mellon, as Junior Lien Collateral Agent, and certain other Persons party or that may
become party thereto from time to time, and consented to by the Grantors identified therein and (b)
in the case of any other First Lien Secured Party, the applicable Additional Receivables
Intercreditor Agreement to which it is a party. In the event of any conflict between the terms of
the Receivables Intercreditor Agreement or any Additional Receivables Intercreditor Agreement, as
applicable, on the one hand, and the terms of this Agreement, on the other, with respect to the
Shared Receivables Collateral, the terms of the Receivables Intercreditor Agreement or any
Additional Receivables Intercreditor Agreement, as applicable, shall govern and control.




          8.16 Subject to First Lien Intercreditor Agreement. Notwithstanding anything herein
to the contrary, on and after the First Lien Intercreditor Effective Date (i) the liens and
security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject
to the First Lien Intercreditor Agreement and (ii) the exercise of any right or remedy by the
Collateral Agent hereunder is subject to the limitations and provisions of the First Lien
Intercreditor Agreement. In the event of any conflict between the terms of the First Lien
Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien Intercreditor
Agreement shall govern.




          8.17 Additional First Lien Obligations. On or after the date hereof and so long as
expressly permitted by the Credit Agreement and any Additional First Lien Agreement then
outstanding, the Company may from time to time designate Indebtedness at the time of incurrence to
be secured on a pari passu basis with the First Lien Obligations as Additional First Lien
Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a)
a certificate signed by an Authorized Officer of the Company (i) identifying the obligations so
designated and the initial aggregate principal amount or face amount thereof, (ii) stating that
such obligations are designated as Additional First Lien Obligations for purposes hereof, (iii)
representing that such designation of such obligations as Additional First Lien Obligations
complies with the terms of the Credit Agreement and any Additional First Lien Agreement then
outstanding and (iv) specifying the name and address of the Authorized Representative for such
obligations, (b) a fully executed Additional First Lien Secured Party Consent (in the form attached



-28-









 






as Annex C) and (c) if the First Lien Intercreditor Effective Date has not yet occurred, a
fully executed First Lien Intercreditor Agreement. Each Authorized Representative agrees that upon
the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall
act as agent under and subject to the terms of the U.S. Security Documents for the benefit of all
First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold
any such Additional First Lien Obligations, and each Authorized Representative agrees to the
appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of
such Additional First Lien Obligations as set forth in each Additional First Lien Secured Party
Consent and agrees, on behalf of itself and each First Lien Secured Party it represents, to be
bound by this Agreement and the First Lien Intercreditor Agreement.




[SIGNATURE PAGES FOLLOW]




-29-









 





     IN WITNESS WHEREOF, each of the undersigned has caused this Amended and Restated Security
Agreement to be duly executed and delivered as of the date first above written.



	 	 	 	 	 
	 	HCA INC., as Grantor

 	 
	 	By:  	                /s/ David G. Anderson
 	 
	 	 	Name:  	David G. Anderson	 
	 	 	Title:  	Senior Vice President, Finance
and Treasurer 	 
	 



	 	 	 	 	 
	 	Each of the SUBSIDIARY GRANTORS listed on

Schedule A hereto

 	 
	 	By:  	/s/ John M. Franck II
 	 
	 	 	Name:  	John M. Franck II 	 
	 	 	Title:  	Vice President and Asst. Secretary 	 
	 



[Signature Page to Amended and Restated Security Agreement]





 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Collateral Agent

 	 
	 	By:  	/s/ David H. Strickert
 	 
	 	 	Name:  	David H. Strickert 	 
	 	 	Title:  	Senior Vice President	 
	 



[Signature Page to Amended and Restated Security Agreement]





 









 





Schedule
A to the Amended and Restated Security Agreement




	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	By its	 	 	By its	 	 	By the General	 
	 	 	 	 	General	 	 	Sole	 	 	Partner of its	 
	 	Subsidiary Grantor	 	 	Partner	 	 	Member	 	 	Sole Member	 
	 	American Medicorp Development Co.
	 	 	 	 	 	 	 	 	 	 
	 	Bay Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Brigham City Community Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Brookwood Medical Center of Gulfport, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Capital Division, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Centerpoint Medical Center of Independence, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Central Florida Regional Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Central Shared Services, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Central Tennessee Hospital Corporation
	 	 	 	 	 	 	 	 	 	 
	 	CHCA Bayshore, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	CHCA Conroe, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	CHCA Mainland, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	CHCA West Houston, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	CHCA Woman’s Hospital, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Chippenham & Johnston-Willis Hospitals, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	CMS GP, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Colorado Health Systems, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Columbia ASC Management, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Columbia Jacksonville Healthcare System, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Columbia LaGrange Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Columbia Medical Center of Arlington Subsidiary, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Columbia Medical Center of Denton Subsidiary, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Columbia Medical Center of Las Colinas, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Columbia Medical Center of Lewisville Subsidiary, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Columbia Medical Center of McKinney Subsidiary, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Columbia Medical Center of Plano Subsidiary, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Columbia North Hills Hospital Subsidiary, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Columbia Ogden Medical Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Columbia Parkersburg Healthcare System, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Columbia Polk General Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Columbia Rio Grande Healthcare, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Columbia Riverside, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Columbia Valley Healthcare System, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Columbia/Alleghany Regional Hospital, Incorporated
	 	 	 	 	 	 	 	 	 	 
	 	Columbia/HCA John Randolph, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Columbine Psychiatric Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Columbus Cardiology, Inc.
	 	 	 	 	 	 	 	 	 	 
	 





1









 






	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	By its	 	 	By its	 	 	By the General	 
	 	 	 	 	General	 	 	Sole	 	 	Partner of its	 
	 	Subsidiary Grantor	 	 	Partner	 	 	Member	 	 	Sole Member	 
	 	Conroe Hospital Corporation
	 	 	 	 	 	 	 	 	 	 
	 	Dallas/Ft. Worth Physician, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Dauterive Hospital Corporation
	 	 	 	 	 	 	 	 	 	 
	 	Dublin Community Hospital, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Eastern Idaho Health Services, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Edmond Regional Medical Center, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Edward White Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	El Paso Surgicenter, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Encino Hospital Corporation, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	EP Health, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Fairview Park GP, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Fairview Park, Limited Partnership

	 	 	*	 	 	 	 	 	 	 
	 	Frankfort Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Galen Property, LLC
	 	 	 	 	 	 	 	 	 	 
	 	General Healthserv, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Good Samaritan Hospital, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Goppert-Trinity Family Care, LLC
	 	 	 	 	 	 	 	 	 	 
	 	GPCH-GP, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Grand Strand Regional Medical Center, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Green Oaks Hospital Subsidiary, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Greenview Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Hamilton Medical Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	HCA — IT&S Field Operations, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	HCA — IT&S Inventory Management, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	HCA Central Group, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	HCA Health Services of Florida, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	HCA Health Services of Louisiana, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	HCA Health Services of Oklahoma, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	HCA Health Services of Tennessee, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	HCA Health Services of Virginia, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	HCA Management Services, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	HCA Realty, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	HD&S Corp. Successor, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Health Midwest Office Facilities Corporation
	 	 	 	 	 	 	 	 	 	 
	 	Health Midwest Ventures Group, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Healthtrust MOB, LLC

	 	 	 	 	 	*	 	 	 	 
	 	Hendersonville Hospital Corporation
	 	 	 	 	 	 	 	 	 	 
	 	Hospital Corporation of Tennessee
	 	 	 	 	 	 	 	 	 	 
	 	Hospital Corporation of Utah
	 	 	 	 	 	 	 	 	 	 
	 	Hospital Development Properties, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	HSS Holdco, LLC
	 	 	 	 	 	 	 	 	 	 
	 	HSS Systems VA, LLC
	 	 	 	 	 	 	 	 	 	 
	 	HSS Systems, LLC
	 	 	 	 	 	 	 	 	 	 
	 	HSS Virginia, L.P.

	 	 	*	 	 	 	 	 	 	 
	 





2









 






	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	By its	 	 	By its	 	 	By the General	 
	 	 	 	 	General	 	 	Sole	 	 	Partner of its	 
	 	Subsidiary Grantor	 	 	Partner	 	 	Member	 	 	Sole Member	 
	 	HTI Memorial Hospital Corporation
	 	 	 	 	 	 	 	 	 	 
	 	Integrated Regional Lab, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Integrated Regional Laboratories, LLP

	 	 	*	 	 	 	 	 	 	 
	 	JFK Medical Center Limited Partnership

	 	 	*	 	 	 	 	 	 	 
	 	KPH-Consolidation, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Lakeland Medical Center, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Lakeview Medical Center, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Largo Medical Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Las Vegas Surgicare, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Lawnwood Medical Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Lewis-Gale Hospital, Incorporated
	 	 	 	 	 	 	 	 	 	 
	 	Lewis-Gale Medical Center, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Lewis-Gale Physicians, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Los Robles Regional Medical Center
	 	 	 	 	 	 	 	 	 	 
	 	Management Services Holdings, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Marietta Surgical Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Marion Community Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	MCA Investment Company
	 	 	 	 	 	 	 	 	 	 
	 	Medical Centers of Oklahoma, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Medical Office Buildings of Kansas, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Memorial Healthcare Group, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Midwest Division — ACH, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Midwest Division — LRHC, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Midwest Division — LSH, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Midwest Division — MCI, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Midwest Division — MMC, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Midwest Division — OPRMC, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Midwest Division — PFC, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Midwest Division — RBH, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Midwest Division — RMC, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Midwest Division — RPC, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Midwest Holdings, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Montgomery Regional Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Mountain View Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Nashville Shared Services General Partnership

	 	 	*	 	 	 	 	 	 	 
	 	National Patient Account Services, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	New Port Richey Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	New Rose Holding Company, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	North Florida Immediate Care Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	North Florida Regional Medical Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Northern Utah Healthcare Corporation
	 	 	 	 	 	 	 	 	 	 
	 	Northern Virginia Community Hospital, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Northlake Medical Center, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Notami Hospitals of Louisiana, Inc.
	 	 	 	 	 	 	 	 	 	 
	 





3









 






	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	By its	 	 	By its	 	 	By the General	 
	 	 	 	 	General	 	 	Sole	 	 	Partner of its	 
	 	Subsidiary Grantor	 	 	Partner	 	 	Member	 	 	Sole Member	 
	 	Notami Hospitals, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Okaloosa Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Okeechobee Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Outpatient Cardiovascular Center of Central Florida, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Palms West Hospital Limited Partnership

	 	 	*	 	 	 	 	 	 	 
	 	Palmyra Park Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Pasadena Bayshore Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Plantation General Hospital Limited Partnership

	 	 	*	 	 	 	 	 	 	 
	 	Pulaski Community Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Redmond Park Hospital, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Redmond Physician Practice Company
	 	 	 	 	 	 	 	 	 	 
	 	Reston Hospital Center, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Retreat Hospital, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Rio Grande Regional Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Riverside Healthcare System, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Riverside Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Samaritan, LLC
	 	 	 	 	 	 	 	 	 	 
	 	San Jose Healthcare System, LP

	 	 	*	 	 	 	 	 	 	 
	 	San Jose Hospital, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	San Jose Medical Center, LLC
	 	 	 	 	 	 	 	 	 	 
	 	San Jose, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Sarasota Doctors Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	SJMC, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Southern Hills Medical Center, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Spotsylvania Medical Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Spring Branch Medical Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Spring Hill Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	St. Mark’s Lone Peak Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Sun City Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Sunrise Mountainview Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Surgicare of Brandon, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Surgicare of Florida, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Surgicare of Houston Women’s, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Surgicare of Manatee, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Surgicare of New Port Richey, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Surgicare of Palms West, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Surgicare of Riverside, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Tallahassee Medical Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	TCMC Madison-Portland, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Terre Haute Hospital GP, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Terre Haute Hospital Holdings, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Terre Haute MOB, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Terre Haute Regional Hospital, L.P.

	 	 	*	 	 	 	 	 	 	 
	 	Timpanogos Regional Medical Services, Inc.
	 	 	 	 	 	 	 	 	 	 
	 





4









 






	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	By its	 	 	By its	 	 	By the General	 
	 	 	 	 	General	 	 	Sole	 	 	Partner of its	 
	 	Subsidiary Grantor	 	 	Partner	 	 	Member	 	 	Sole Member	 
	 	Trident Medical Center, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Utah Medco, LLC
	 	 	 	 	 	 	 	 	 	 
	 	VH Holdco, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	VH Holdings, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Virginia Psychiatric Company, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	W & C Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Walterboro Community Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Wesley Medical Center, LLC
	 	 	 	 	 	 	 	 	 	 
	 	West Florida Regional Medical Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	West Valley Medical Center, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Western Plains Capital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	WHMC, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Woman’s Hospital of Texas, Incorporated
	 	 	 	 	 	 	 	 	 	 
	 	Women’s and Children’s Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 






5