EX-10.1


 Exhibit 10.1 

EXECUTION VERSION 
  

 
  

FOURTH AMENDMENT AND RESTATEMENT AGREEMENT 

dated as of 
 March 23, 2018,

 among 
 CHS/COMMUNITY HEALTH
SYSTEMS, INC., 
 COMMUNITY HEALTH SYSTEMS, INC., 

THE LENDERS PARTY HERETO 
 and

 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH 

as Administrative Agent 
  

 
 CREDIT SUISSE
SECURITIES (USA) LLC, 
 CITIGROUP GLOBAL MARKETS INC., 

and 
 JPMORGAN CHASE BANK, N.A.,

 as Joint Lead Arrangers, 

CREDIT SUISSE SECURITIES (USA) LLC, 

CITIGROUP GLOBAL MARKETS INC., 

JPMORGAN CHASE BANK, N.A., 

DEUTSCHE BANK SECURITIES INC., 

GOLDMAN SACHS BANK, USA, 
 MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 
 RBC CAPITAL MARKETS, LLC1, 

SUNTRUST ROBINSON HUMPHREY, INC., 

WELLS FARGO SECURITIES, LLC 
 CREDIT
AGRICOLE CORPORATE AND INVESTMENT BANK, 
 SIEMENS FINANCIAL SERVICES, INC., 

and 
 MORGAN STANLEY SENIOR FUNDING,
INC., 
 as Joint Bookrunners 
  

 
 SCOTIA CAPITAL
(USA) INC., 
 FIFTH THIRD BANK, 

and 
 COMPASS BANK, 

as Co-Managers 
  

 
  

 
  

	1 	RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates. 







 FOURTH AMENDMENT AND RESTATEMENT AGREEMENT dated as of March 23, 2018 (this
“Amendment”), to the Credit Agreement dated as of July 25, 2007, as amended and restated as of November 5, 2010, February 2, 2012 and January 27, 2014, and as further amended as of March 9, 2015,
May 18, 2015, December 5, 2016, May 30, 2017 and February 26, 2018 (as heretofore amended, supplemented, amended and restated or otherwise modified, the “Credit Agreement”), among CHS/COMMUNITY HEALTH
SYSTEMS, INC., a Delaware corporation (the “Borrower”), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“Parent”), the lenders party thereto (the “Lenders”) and CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders. 

PRELIMINARY STATEMENT 
 A.
Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrower. 
 B. Parent, the Borrower
and the Lenders party hereto desire that certain provisions of the Credit Agreement be amended through amending and restating the Credit Agreement in its entirety. 

C. Parent, the Borrower and the Subsidiary Guarantors are party to one or more of the Security Documents, pursuant to which, among other
things, Parent and the Subsidiary Guarantors Guaranteed the Obligations of the Borrower under the Credit Agreement and provided security therefor. 

Accordingly, in consideration of the mutual agreements herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION 1. Defined Terms.
(a) Capitalized terms used but not otherwise defined herein (including the Preliminary Statement hereto) shall have the meanings assigned thereto in the Amended and Restated Credit Agreement (as defined below). The provisions of
Section 1.02 of the Amended and Restated Credit Agreement are hereby incorporated by reference herein, mutatis mutandis. This Amendment shall be a “Loan Document” for all purposes of the Amended and Restated Credit Agreement
and the other Loan Documents. 
 (b) The amendment and restatement of the Credit Agreement described in Section 2
hereof, the reduction of the Extended Revolving Credit Commitments and the termination of the Non-Extended Revolving Credit Commitments described in Sections 3 and 4 hereof and the payment of fees and expenses
with respect to the foregoing, in each case on the Fourth Restatement Effective Date (as defined below), are collectively referred to herein as the “Transactions”. 

  
 2 







 SECTION 2. Amendment and Restatement of the Credit Agreement. Subject to the satisfaction
of the conditions set forth in Section 6 hereof, effective as of the Fourth Restatement Effective Date (as defined below): 

(a) The Credit Agreement is hereby amended and restated in its entirety in the form of the Amended and Restated Credit
Agreement set forth on Annex I hereto (the Credit Agreement as so amended and restated is referred to herein as the “Amended and Restated Credit Agreement”). 

(b) All exhibits to the Credit Agreement shall be amended and restated in the forms attached hereto. 

(c) Schedules 1.01(b), 1.01(c), 1.01(d), 1.01(f), 1.01(g), 2.01, 3.08, 3.18, 3.19(a), 3.19(c) and 3.21 to the Credit Agreement
shall be amended and restated in the forms attached hereto. 
 SECTION 3. Extended Revolving Credit Commitment Reduction. Upon the
ABL Credit Facility Effective Date (as defined in the Engagement Letter (as defined below)), and without any further action of any party hereto, the Extended Revolving Credit Commitments in effect immediately prior to the ABL Credit Facility
Effective Date (as defined in the Engagement Letter (as defined below)) will be reduced to $425,000,000 in the aggregate with such reduction applied on a ratable basis among the Extended Revolving Credit Lenders. Schedule I
attached hereto reflects such reduction in the Extended Revolving Credit Commitments. 
 SECTION 4. Termination of Non-Extended Revolving Credit Commitments. Upon the effectiveness of this Amendment and without any further action of any party hereto, any outstanding Revolving Loans made by the
Non-Extended Revolving Credit Lenders shall be repaid in full and the Non-Extended Revolving Credit Commitments in effect immediately prior to this Amendment shall be
terminated. 
 SECTION 5. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of
Parent, the Borrower and each Subsidiary Guarantor hereby represents and warrants to each of the Lenders party hereto, the Administrative Agent, the Issuing Banks and the Collateral Agent that, after giving effect to this Amendment and the
Transactions contemplated hereby: 
 (a) The representations and warranties set forth in Article III of the Amended and
Restated Credit Agreement and in each other Loan Document are true and correct (i) in the case of representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects, in each case on
and as of the Fourth Restatement Effective Date as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were so true
and correct as of such earlier date (it being understood and agreed that for the purposes of the representation 

  
 3 







 
and warranty made in Section 3.22 (x) the Transactions (as defined in this Amendment) shall be deemed to be the Subject Transactions and (y) the representation and warranty shall be
made as if the reduction of the Extended Revolving Credit Commitments described in Section 3 hereof had taken place on the Fourth Restatement Effective Date). 

(b) No Default or Event of Default has occurred and is continuing. 

(c) None of the Security Documents in effect on the Fourth Restatement Effective Date will be rendered invalid, non-binding or unenforceable against any Loan Party as a result of this Amendment. The Guarantees created under such Security Documents will continue to guarantee the Obligations to the same extent as they
guaranteed the Obligations immediately prior to the Fourth Restatement Effective Date. The Liens created under such Security Documents will continue to secure the Obligations, and will continue to be perfected, in each case, to the same extent as
they secured the Obligations or were perfected immediately prior to the Fourth Restatement Effective Date. 
 SECTION 6.
Effectiveness. This Amendment shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Fourth Restatement Effective Date”): 

(a) The Administrative Agent shall have received duly executed and delivered counterparts of this Amendment that, when taken
together, bear the signatures of Parent, the Borrower, each Subsidiary Guarantor and the Required Lenders. 
 (b) The
Administrative Agent shall have received a certificate, dated the Fourth Restatement Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and
(c) of Section 4.01 of the Amended and Restated Credit Agreement as if the Transactions were a Credit Event. 
 (c)
The Administrative Agent shall have received (i) for the account of each Term Lender party to this Amendment, an amendment fee in an amount equal to 0.25% of the aggregate principal amount of the Term Loans held by such Term Lender as of the
Fourth Restatement Effective Date, (ii) the fees due and payable under the Engagement Letter dated as of February 9, 2018, among Parent, the Borrower and each of the Joint Lead Arrangers party thereto (the “Engagement
Letter”) in connection with this Amendment including an arrangement fee in an aggregate amount equal to $1,000,000 to be allocated among the Extended Revolving Credit Lenders based on their respective Extended Revolving Credit
Commitments (whether drawn or undrawn) as of the Fourth Restatement Effective Date and (iii) all other amounts due and payable on or prior to the Fourth Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of
all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, under the Engagement Letter or under any other Loan Document. 

  
 4 







 The Administrative Agent shall notify Parent, the Borrower and the Lenders of the Fourth
Restatement Effective Date and such notice shall be conclusive and binding. 
 SECTION 7. Effect of this Amendment. (a) Except
as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Lenders or any other Secured Party under the
Amended and Restated Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended and Restated Credit Agreement or
any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other
change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended and Restated Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only
with respect to the provisions of the Amended and Restated Credit Agreement specifically referred to herein. 
 (b) From and
after the Fourth Restatement Effective Date, any reference to the Credit Agreement shall mean the Amended and Restated Credit Agreement. 

SECTION 8. Reaffirmation. Each of Parent, the Borrower and each of the Subsidiary Guarantors identified on the signature pages hereto
(collectively, Parent, the Borrower and such Subsidiary Guarantors, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Amendment and the
transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Amendment and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under
each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full
force and effect and shall accrue to the benefit of the Secured Parties. 
 SECTION 9. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection with the Loan Documents (including the preparation of this Amendment), including the
reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP. 
 SECTION 10. Notices. All notices hereunder
shall be given in accordance with Section 9.01 of the Amended and Restated Credit Agreement. 
 SECTION 11. Counterparts. This
Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission (e.g., “pdf”) of an executed
counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment, and, once delivered, may not be withdrawn or revoked unless this Amendment fails to become effective in
accordance with its terms on or prior to May 15, 2018. 

  
 5 







 SECTION 12. No Novation. This Amendment shall not extinguish the obligations for the
payment of money outstanding under the Amended and Restated Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a
substitution or novation of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently
herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of the Borrower under the Amended and Restated Credit Agreement or any Loan Party under any other
Loan Document from any of its obligations and liabilities thereunder. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby or thereby in connection herewith or
therewith. 
 SECTION 13. Governing Law. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK. 
 (b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

SECTION 14. Headings; Titles. Section headings used herein are for convenience of reference only, are not part of this Amendment and
shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. None of the financial institutions listed on the front cover of this Amendment as either a “Joint Bookrunner” or a “Co-Manager” shall have any duties or responsibilities hereunder in their capacity as either a “Joint Bookrunner” or a “Co-Manager”. 

[Remainder of page intentionally left blank] 

  
 6 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the date first above written. 
  

			
	CHS/COMMUNITY HEALTH SYSTEMS, INC.,
		
	    By:	 	 /s/ Edward W. Lomicka

		 	Name: Edward W. Lomicka
		 	Title:   Vice President and Treasurer
	
	COMMUNITY HEALTH SYSTEMS, INC.,
		
	    By:	 	 /s/ Edward W. Lomicka

		 	Name: Edward W. Lomicka
		 	Title:   Vice President and Treasurer


 [Signature Page to Fourth Amendment and Restatement Agreement] 






 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender and as Administrative Agent
		
	  By:	 	 /s/ Christopher Day

		 	Name:  Christopher Day
		 	Title:    Authorized Signatory
		
	  By:	 	 /s/ Warren Van Heyst

		 	Name:  Warren Van Heyst
		 	Title:    Authorized Signatory


 [Signature Page to Fourth Amendment and Restatement Agreement] 







	
	ABILENE HOSPITAL, LLC
	ABILENE MERGER, LLC
	AFFINITY HEALTH SYSTEMS, LLC
	AFFINITY HOSPITAL, LLC
	BERWICK HOSPITAL COMPANY, LLC
	BILOXI H.M.A., LLC
	BIRMINGHAM HOLDINGS II, LLC
	BIRMINGHAM HOLDINGS, LLC
	BLUEFIELD HOLDINGS, LLC
	BLUEFIELD HOSPITAL COMPANY, LLC
	BLUFFTON HEALTH SYSTEM LLC
	BRANDON HMA, LLC
	BROWNWOOD MEDICAL CENTER, LLC
	BULLHEAD CITY HOSPITAL CORPORATION
	BULLHEAD CITY HOSPITAL INVESTMENT CORPORATION
	CAMPBELL COUNTY HMA, LLC
	CARLSBAD MEDICAL CENTER, LLC
	CAROLINAS HOLDINGS, LLC
	CAROLINAS JV HOLDINGS GENERAL, LLC
	CENTRAL FLORIDA HMA HOLDINGS, LLC
	CENTRAL STATES HMA HOLDINGS, LLC
	CHESTER HMA, LLC
	CHESTNUT HILL HEALTH SYSTEM, LLC
	CHHS HOLDINGS, LLC
	CHHS HOSPITAL COMPANY, LLC
	CHS PENNSYLVANIA HOLDINGS, LLC
	CHS TENNESSEE HOLDINGS, LLC
	CHS VIRGINIA HOLDINGS, LLC
	CITRUS HMA, LLC
	CLARKSVILLE HOLDINGS II, LLC
	CLARKSVILLE HOLDINGS, LLC
	CLEVELAND HOSPITAL COMPANY, LLC
	CLEVELAND TENNESSEE HOSPITAL COMPANY, LLC
	CLINTON HMA, LLC
	COATESVILLE HOSPITAL CORPORATION
	COCKE COUNTY HMA, LLC
	COLLEGE STATION MEDICAL CENTER, LLC
	COLLEGE STATION MERGER, LLC
	COMMUNITY HEALTH INVESTMENT COMPANY, LLC
	CP HOSPITAL GP, LLC
	CPLP, LLC
	CRESTWOOD HOSPITAL LP, LLC

 [Signature Page to Fourth Amendment and Restatement Agreement] 







	
	CRESTWOOD HOSPITAL, LLC
	CSMC, LLC
	DEACONESS HOLDINGS, LLC
	DEACONESS HOSPITAL HOLDINGS, LLC
	DESERT HOSPITAL HOLDINGS, LLC
	DETAR HOSPITAL, LLC
	DHFW HOLDINGS, LLC
	DUKES HEALTH SYSTEM, LLC
	DYERSBURG HOSPITAL COMPANY, LLC
	EMPORIA HOSPITAL CORPORATION
	FLORIDA HMA HOLDINGS, LLC
	FOLEY HOSPITAL CORPORATION
	FORT SMITH HMA, LLC
	FRANKFORT HEALTH PARTNER, INC.
	FRANKLIN HOSPITAL CORPORATION
	GADSDEN REGIONAL MEDICAL CENTER, LLC
	GAFFNEY H.M.A., LLC
	GRANBURY HOSPITAL CORPORATION
	GRMC HOLDINGS, LLC
	HALLMARK HEALTHCARE COMPANY, LLC
	HEALTH MANAGEMENT ASSOCIATES, LLC
	HEALTH MANAGEMENT GENERAL PARTNER I, LLC
	HEALTH MANAGEMENT GENERAL PARTNER, LLC
	HMA FENTRESS COUNTY GENERAL HOSPITAL, LLC
	HMA SANTA ROSA MEDICAL CENTER, LLC
	HMA SERVICES GP, LLC
	HMA-TRI HOLDINGS, LLC
	HOBBS MEDCO, LLC
	HOSPITAL MANAGEMENT ASSOCIATES, LLC
	HOSPITAL OF MORRISTOWN, LLC
	JACKSON HMA, LLC
	JACKSON HOSPITAL CORPORATION
	JEFFERSON COUNTY HMA, LLC
	KAY COUNTY HOSPITAL CORPORATION
	KAY COUNTY OKLAHOMA HOSPITAL COMPANY, LLC
	KENNETT HMA, LLC
	KEY WEST HMA, LLC
	KIRKSVILLE HOSPITAL COMPANY, LLC
	KNOXVILLE HMA HOLDINGS, LLC
	LAKEWAY HOSPITAL COMPANY, LLC
	LANCASTER HOSPITAL CORPORATION
	LAS CRUCES MEDICAL CENTER, LLC
	LEA REGIONAL HOSPITAL, LLC
	LEBANON HMA, LLC
	LONGVIEW CLINIC OPERATIONS COMPANY, LLC
	LONGVIEW MERGER, LLC
	LRH, LLC








	
	LUTHERAN HEALTH NETWORK OF INDIANA, LLC
	MADISON HMA, LLC
	MARSHALL COUNTY HMA, LLC
	MARTIN HOSPITAL COMPANY, LLC
	MARY BLACK HEALTH SYSTEM, LLC
	MCSA, L.L.C.
	MEDICAL CENTER OF BROWNWOOD, LLC
	METRO KNOXVILLE HMA, LLC
	MISSISSIPPI HMA HOLDINGS I, LLC
	MISSISSIPPI HMA HOLDINGS II, LLC
	MOBERLY HOSPITAL COMPANY, LLC
	NAPLES HMA, LLC
	NATCHEZ HOSPITAL COMPANY, LLC
	NATIONAL HEALTHCARE OF LEESVILLE, INC.
	NAVARRO REGIONAL, LLC
	NC-DSH, LLC
	NORTHWEST ARKANSAS HOSPITALS, LLC
	NORTHWEST HOSPITAL, LLC
	NOV HOLDINGS, LLC
	NRH, LLC
	OAK HILL HOSPITAL CORPORATION
	ORO VALLEY HOSPITAL, LLC
	PALMER-WASILLA HEALTH SYSTEM, LLC
	PASCO REGIONAL MEDICAL CENTER, LLC
	PENNSYLVANIA HOSPITAL COMPANY, LLC
	PHOENIXVILLE HOSPITAL COMPANY, LLC
	POPLAR BLUFF REGIONAL MEDICAL CENTER, LLC
	PORT CHARLOTTE HMA, LLC
	POTTSTOWN HOSPITAL COMPANY, LLC
	PUNTA GORDA HMA, LLC
	QHG GEORGIA HOLDINGS II, LLC
	QHG GEORGIA HOLDINGS, INC.
	QHG OF BLUFFTON COMPANY, LLC
	QHG OF CLINTON COUNTY, INC.
	QHG OF ENTERPRISE, INC.
	QHG OF FORREST COUNTY, INC.
	QHG OF FORT WAYNE COMPANY, LLC
	QHG OF HATTIESBURG, INC.
	QHG OF SOUTH CAROLINA, INC.
	QHG OF SPARTANBURG, INC.
	QHG OF SPRINGDALE, INC.
	REGIONAL HOSPITAL OF LONGVIEW, LLC
	RIVER OAKS HOSPITAL, LLC
	RIVER REGION MEDICAL CORPORATION
	ROH, LLC
	ROSWELL HOSPITAL CORPORATION
	RUSTON HOSPITAL CORPORATION

  







	
	RUSTON LOUISIANA HOSPITAL COMPANY, LLC
	SACMC, LLC
	SALEM HOSPITAL CORPORATION
	SAN ANGELO COMMUNITY MEDICAL CENTER, LLC
	SAN ANGELO MEDICAL, LLC
	SCRANTON HOLDINGS, LLC
	SCRANTON HOSPITAL COMPANY, LLC
	SCRANTON QUINCY HOLDINGS, LLC
	SCRANTON QUINCY HOSPITAL COMPANY, LLC
	SEMINOLE HMA, LLC
	SHELBYVILLE HOSPITAL COMPANY, LLC
	SILOAM SPRINGS ARKANSAS HOSPITAL COMPANY, LLC
	SILOAM SPRINGS HOLDINGS, LLC
	SOUTHEAST HMA HOLDINGS, LLC
	SOUTHERN TEXAS MEDICAL CENTER, LLC
	SOUTHWEST FLORIDA HMA HOLDINGS, LLC
	STATESVILLE HMA, LLC
	TENNYSON HOLDINGS, LLC
	TOMBALL TEXAS HOLDINGS, LLC
	TOMBALL TEXAS HOSPITAL COMPANY, LLC
	TRIAD HEALTHCARE, LLC
	TRIAD HOLDINGS III, LLC
	TRIAD HOLDINGS IV, LLC
	TRIAD HOLDINGS V, LLC
	TRIAD NEVADA HOLDINGS, LLC
	TRIAD OF ALABAMA, LLC
	TRIAD-ARMC, LLC
	TRIAD-EL DORADO, INC.
	TRIAD-NAVARRO REGIONAL HOSPITAL SUBSIDIARY, LLC
	TULLAHOMA HMA, LLC
	TUNKHANNOCK HOSPITAL COMPANY, LLC
	VAN BUREN H.M.A., LLC
	VENICE HMA, LLC
	VHC MEDICAL, LLC
	VICKSBURG HEALTHCARE, LLC
	VICTORIA HOSPITAL, LLC
	VIRGINIA HOSPITAL COMPANY, LLC
	WEATHERFORD HOSPITAL CORPORATION
	WEATHERFORD TEXAS HOSPITAL COMPANY, LLC
	WEBB HOSPITAL CORPORATION
	WEBB HOSPITAL HOLDINGS, LLC
	WESLEY HEALTH SYSTEM LLC
	WHMC, LLC
	WILKES-BARRE BEHAVIORAL HOSPITAL COMPANY, LLC
	WILKES-BARRE HOLDINGS, LLC
	WILKES-BARRE HOSPITAL COMPANY, LLC
	WOODLAND HEIGHTS MEDICAL CENTER, LLC
	WOODWARD HEALTH SYSTEM, LLC

  






 Acting on behalf of each of the Subsidiary Guarantors set forth above 

 

			
	By:	 	 /s/ Edward W. Lomicka

	Name: Edward W. Lomicka
	Title:   Vice President and Treasurer

  






 HEALTH MANAGEMENT ASSOCIATES, LP 

By: Health Management General Partner, LLC, its general partner 

TENNESSEE HMA HOLDINGS, LP 
 By: Health Management General
Partner I, LLC, its general parter 
 QHG GEORGIA, LP 

By: QHG Georgia Holdings II, LLC, its general partner 

HOSPITAL MANAGEMENT SERVICES OF FLORIDA, LP 
 By: HMA
Services GP, LLC, its general partner 
 HMA HOSPITALS HOLDINGS, LP 

By: Health Management General Partner, LLC, its general partner 

BROWNWOOD HOSPITAL, L.P. 
 By: Brownwood Medical Center,
LLC, its general partner 
 CAROLINAS JV HOLDINGS, L.P. 

By: Carolina JV Holdings General, LLC, its general partner 

COLLEGE STATION HOSPITAL, L.P. 
 By: College Station
Medical Center, LLC, its general partner 
 CRESTWOOD HEALTHCARE, L.P. 

By: Crestwood Hospital, LLC 
 LAREDO TEXAS HOSPITAL COMPANY,
L.P. 
 By: Webb Hospital Corporation, its general partner 

LONGVIEW MEDICAL CENTER, L.P. 
 By: Regional Hospital of
Longview, LLC, its general partner 
 NAVARRO HOSPITAL, L.P. 

By: Navarro Regional, LLC, its general partner 
 VICTORIA OF
TEXAS, L.P. 
 By: Detar Hospital, LLC, its general partner 

[Signature Page to Fourth Amendment and Restatement Agreement] 






 Acting on behalf of each of the Subsidiary Guarantors set forth above 

 

			
	By:	 	 /s/ Edward W. Lomicka

	Name: Edward W. Lomicka
	Title:   Vice President and Treasurer

  






  

			
	Name of Lender:
		
	  By:	 	  

		 	Name:
		 	Title:
	
	For any Lender requiring a second signature block:
		
	  By:	 	  

		 	Name:
		 	Title:


 [Signature Page to Fourth Amendment and Restatement Agreement] 






 Annex I 






 EXECUTION VERSION 
  

 
  

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT 

dated as of 
 July 25, 2007,
as amended and restated as of November 5, 2010, February 2, 2012, January 27, 2014, 
 and March 23, 2018 

among 
 CHS/COMMUNITY HEALTH
SYSTEMS, INC., 
 COMMUNITY HEALTH SYSTEMS, INC., 

THE LENDERS PARTY HERETO 
 and

 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH 

as Administrative Agent and Collateral Agent 
  

 
 CREDIT SUISSE
SECURITIES (USA) LLC, 
 CITIGROUP GLOBAL MARKETS INC., 

and 
 JPMORGAN CHASE BANK, N.A.,

 as Joint Lead Arrangers, 

CREDIT SUISSE SECURITIES (USA) LLC, 

CITIGROUP GLOBAL MARKETS INC., 

JPMORGAN CHASE BANK, N.A., 

DEUTSCHE BANK SECURITIES INC., 

GOLDMAN SACHS BANK, USA, 
 MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 
 RBC CAPITAL MARKETS, LLC, 

SUNTRUST ROBINSON HUMPHREY, INC., 

WELLS FARGO SECURITIES, LLC 
 CREDIT
AGRICOLE CORPORATE AND INVESTMENT BANK, 
 SIEMENS FINANCIAL SERVICES, INC., 

and 
 MORGAN STANLEY SENIOR FUNDING,
INC., 
 as Joint Bookrunners 
  

 
 SCOTIA CAPITAL
(USA) INC., 
 FIFTH THIRD BANK, 

and 
 COMPASS BANK, 

as Co-Managers 
  

 
  






 Table of Contents 

 

							
	 	 	 	  	Page	 
	
	ARTICLE I	 
	
	Definitions	 
			
	 SECTION 1.01.
	 	Defined Terms	  	 	1	 
	 SECTION 1.02.
	 	Terms Generally	  	 	46	 
	 SECTION 1.03.
	 	Pro Forma Calculations	  	 	46	 
	 SECTION 1.04.
	 	Classification of Loans and Borrowings	  	 	47	 
	 SECTION 1.05.
	 	Excluded Swap Obligations	  	 	47	 
	
	ARTICLE II	 
	
	The Credits	 
			
	 SECTION 2.01.
	 	Commitments	  	 	48	 
	 SECTION 2.02.
	 	Loans	  	 	49	 
	 SECTION 2.03.
	 	Borrowing Procedure	  	 	51	 
	 SECTION 2.04.
	 	Evidence of Debt; Repayment of Loans	  	 	52	 
	 SECTION 2.05.
	 	Fees	  	 	52	 
	 SECTION 2.06.
	 	Interest on Loans	  	 	53	 
	 SECTION 2.07.
	 	Default Interest	  	 	54	 
	 SECTION 2.08.
	 	Alternate Rate of Interest	  	 	54	 
	 SECTION 2.09.
	 	Termination and Reduction of Commitments	  	 	54	 
	 SECTION 2.10.
	 	Conversion and Continuation of Borrowings	  	 	55	 
	 SECTION 2.11.
	 	Repayment of Term Borrowings	  	 	56	 
	 SECTION 2.12.
	 	Optional Prepayment	  	 	57	 
	 SECTION 2.13.
	 	Mandatory Prepayments	  	 	58	 
	 SECTION 2.14.
	 	Reserve Requirements; Change in Circumstances	  	 	60	 
	 SECTION 2.15.
	 	Change in Legality	  	 	61	 
	 SECTION 2.16.
	 	Indemnity	  	 	62	 
	 SECTION 2.17.
	 	Pro Rata Treatment	  	 	62	 
	 SECTION 2.18.
	 	Sharing of Setoffs	  	 	63	 
	 SECTION 2.19.
	 	Payments	  	 	63	 
	 SECTION 2.20.
	 	Taxes	  	 	64	 
	 SECTION 2.21.
	 	Assignment of Commitments Under Certain Circumstances; Duty to Mitigate	  	 	66	 
	 SECTION 2.22.
	 	[Reserved]	  	 	67	 
	 SECTION 2.23.
	 	Letters of Credit	  	 	67	 
	 SECTION 2.24.
	 	Incremental Term Loans	  	 	72	 
	 SECTION 2.25.
	 	Loan Modification Offers; Replacement Revolving Credit Facility	  	 	74	 
	 SECTION 2.26.
	 	Revolving Credit Commitment Increases	  	 	77	 
	 SECTION 2.27.
	 	Term Loan Pricing Protection	  	 	79	 


  
 -i- 








 Table of Contents 

(continued) 
  


							
	 	 	 	  	Page	 
	
	ARTICLE III	 
	
	Representations and Warranties	 
			
	 SECTION 3.01.
	 	 Organization; Powers
	  	 	80	 
	 SECTION 3.02.
	 	 Authorization
	  	 	80	 
	 SECTION 3.03.
	 	 Enforceability
	  	 	80	 
	 SECTION 3.04.
	 	 Governmental Approvals
	  	 	81	 
	 SECTION 3.05.
	 	 Financial Statements
	  	 	81	 
	 SECTION 3.06.
	 	 No Material Adverse Change
	  	 	81	 
	 SECTION 3.07.
	 	 Title to Properties; Possession Under Leases
	  	 	81	 
	 SECTION 3.08.
	 	 Subsidiaries
	  	 	82	 
	 SECTION 3.09.
	 	 Litigation; Compliance with Laws
	  	 	82	 
	 SECTION 3.10.
	 	 Agreements
	  	 	82	 
	 SECTION 3.11.
	 	 Federal Reserve Regulations
	  	 	83	 
	 SECTION 3.12.
	 	 Investment Company Act
	  	 	83	 
	 SECTION 3.13.
	 	 Use of Proceeds
	  	 	83	 
	 SECTION 3.14.
	 	 Tax Returns
	  	 	83	 
	 SECTION 3.15.
	 	 No Material Misstatements
	  	 	83	 
	 SECTION 3.16.
	 	 Employee Benefit Plans
	  	 	84	 
	 SECTION 3.17.
	 	 Environmental Matters
	  	 	84	 
	 SECTION 3.18.
	 	 Insurance
	  	 	84	 
	 SECTION 3.19.
	 	 Security Documents
	  	 	84	 
	 SECTION 3.20.
	 	 Location of Real Property and Leased Premises
	  	 	86	 
	 SECTION 3.21.
	 	 Labor Matters
	  	 	86	 
	 SECTION 3.22.
	 	 Solvency
	  	 	86	 
	 SECTION 3.23.
	 	 Sanctioned Persons
	  	 	87	 
	
	ARTICLE IV	 
	
	Conditions of Lending	 
			
	 SECTION 4.01.
	 	 All Credit Events
	  	 	88	 
	
	ARTICLE V	 
	
	Affirmative Covenants	 
			
	 SECTION 5.01.
	 	 Existence; Compliance with Laws; Businesses and Properties
	  	 	88	 
	 SECTION 5.02.
	 	 Insurance
	  	 	89	 
	 SECTION 5.03.
	 	 Obligations and Taxes
	  	 	89	 
	 SECTION 5.04.
	 	 Financial Statements, Reports, etc
	  	 	88	 
	 SECTION 5.05.
	 	 Litigation and Other Notices
	  	 	92	 
	 SECTION 5.06.
	 	 Information Regarding Collateral
	  	 	92	 


  
 -ii- 








 Table of Contents 

(continued) 
  


							
	 	 	 	  	Page	 
	 SECTION 5.07.
	 	Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings	  	 	92	 
	 SECTION 5.08.
	 	Use of Proceeds	  	 	93	 
	 SECTION 5.09.
	 	Employee Benefits	  	 	93	 
	 SECTION 5.10.
	 	Compliance with Environmental Laws	  	 	93	 
	 SECTION 5.11.
	 	Preparation of Environmental Reports	  	 	93	 
	 SECTION 5.12.
	 	Further Assurances	  	 	93	 
	 SECTION 5.13.
	 	Proceeds of Certain Dispositions	  	 	95	 
	 SECTION 5.14.
	 	Operation of Facilities	  	 	95	 
	
	ARTICLE VI	 
	
	Negative Covenants	 
			
	 SECTION 6.01.
	 	Indebtedness	  	 	96	 
	 SECTION 6.02.
	 	Liens	  	 	99	 
	 SECTION 6.03.
	 	Sale and Lease-Back Transactions	  	 	102	 
	 SECTION 6.04.
	 	Investments, Loans and Advances	  	 	103	 
	 SECTION 6.05.
	 	Mergers, Consolidations, Sales of Assets and Acquisitions	  	 	107	 
	 SECTION 6.06.
	 	Restricted Payments; Restrictive Agreements	  	 	110	 
	 SECTION 6.07.
	 	Transactions with Affiliates	  	 	113	 
	 SECTION 6.08.
	 	Business of Parent, Borrower and Subsidiaries	  	 	113	 
	 SECTION 6.09.
	 	Other Indebtedness	  	 	114	 
	 SECTION 6.10.
	 	Practice Guarantees	  	 	114	 
	 SECTION 6.11.
	 	Capital Expenditures	  	 	114	 
	 SECTION 6.12.
	 	[Reserved]	  	 	115	 
	 SECTION 6.13.
	 	Maximum First Lien Net Leverage Ratio	  	 	115	 
	 SECTION 6.14.
	 	Fiscal Year	  	 	116	 
	
	ARTICLE VII	 
	
	Events of Default	 
	
	ARTICLE VIII	 
	
	The Administrative Agent and the Collateral Agent; Certain ERISA Matters	 
			
	 SECTION 8.01.
	 	The Administrative Agent and the Collateral Agent	  	 	121	 
	 SECTION 8.02.
	 	Certain ERISA Matters	  	 	123	 
	
	ARTICLE IX	 
	
	Miscellaneous	 
			
	 SECTION 9.01.
	 	Notices	  	 	125	 


  
 -iii- 








 Table of Contents 

(continued) 
  


							
	 	 	 	  	Page	 
	 SECTION 9.02.
	 	 Survival of Agreement
	  	 	128	 
	 SECTION 9.03.
	 	 Binding Effect
	  	 	128	 
	 SECTION 9.04.
	 	 Successors and Assigns
	  	 	128	 
	 SECTION 9.05.
	 	 Expenses; Indemnity
	  	 	133	 
	 SECTION 9.06.
	 	 Right of Setoff
	  	 	134	 
	 SECTION 9.07.
	 	 Applicable Law
	  	 	135	 
	 SECTION 9.08.
	 	 Waivers; Amendment
	  	 	135	 
	 SECTION 9.09.
	 	 Certain Releases of Guarantees and Security Interests
	  	 	136	 
	 SECTION 9.10.
	 	 Interest Rate Limitation
	  	 	138	 
	 SECTION 9.11.
	 	 Entire Agreement
	  	 	138	 
	 SECTION 9.12.
	 	 WAIVER OF JURY TRIAL
	  	 	139	 
	 SECTION 9.13.
	 	 Severability
	  	 	139	 
	 SECTION 9.14.
	 	 [Reserved]
	  	 	139	 
	 SECTION 9.15.
	 	 Headings
	  	 	139	 
	 SECTION 9.16.
	 	 Jurisdiction; Consent to Service of Process
	  	 	139	 
	 SECTION 9.17.
	 	 Confidentiality
	  	 	140	 
	 SECTION 9.18.
	 	 USA PATRIOT Act Notice
	  	 	141	 
	 SECTION 9.19.
	 	 Effect of Certain Inaccuracies
	  	 	141	 
	 SECTION 9.20.
	 	 Pari Passu Obligations and Other Junior Secured Debt
	  	 	141	 
	 SECTION 9.21.
	 	 No Fiduciary Relationship
	  	 	143	 
	 SECTION 9.22.
	 	 Acknowledgement and Consent to Bail-In of EEA Financial
Institutions
	  	 	144	 


  
 -iv- 







 SCHEDULES 
  

					
	 Schedule 1.01(b)
	  	-	  	 Subsidiary Guarantors

	 Schedule 1.01(c)
	  	-	  	 Mortgaged Property

	 Schedule 1.01(d)
	  	-	  	 Hospitals

	 Schedule 1.01(e)
	  	-	  	 Certain Permitted Joint Ventures

	 Schedule 1.01(f)
	  	-	  	 Certain Subsidiaries

	 Schedule 1.01(g)
	  	-	  	 Asset Sales

	 Schedule 2.01
	  	-	  	 Initial Lenders and Commitments

	 Schedule 3.08
	  	-	  	 Subsidiaries

	 Schedule 3.18
	  	-	  	 Insurance

	 Schedule 3.19(a)
	  	-	  	 UCC Filing Offices

	 Schedule 3.19(c)
	  	-	  	 Mortgage Filing Offices

	 Schedule 3.21
	  	-	  	 Collective Bargaining Agreements

	 Schedule 6.01
	  	-	  	 Existing Indebtedness

	 Schedule 6.02
	  	-	  	 Existing Liens

	 Schedule 6.04(h)
	  	-	  	 Certain Permitted Acquisitions

	 Schedule 6.05(b)
	  	-	  	 Certain Syndication Transactions

	 Schedule 6.07
	  	-	  	 Certain Affiliate Transactions


 EXHIBITS 
  

					
	 Exhibit A
	  	-	  	 Form of Administrative Questionnaire

	 Exhibit B
	  	-	  	 Form of Assignment and Acceptance

	 Exhibit C
	  	-	  	 Form of Borrowing Request

	 Exhibit D
	  	-	  	 Form of Mortgage

	 Exhibit E
	  	-	  	 Form of Junior Lien Intercreditor Agreement


  

  
 -v- 







 CREDIT AGREEMENT dated as of July 25, 2007, as amended and restated as of
November 5, 2010, February 2, 2012, January 27, 2014, and March 23, 2018 (this “Agreement”), among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the
“Borrower”), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“Parent”), the Lenders (as defined in Article I), and CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral
Agent”) for the Lenders. 
 The parties hereto agree as follows: 

ARTICLE I 
 Definitions

 SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

 “2019 Notes” shall mean the Borrower’s 8% Senior Notes due 2019. 

“2019 Term G Borrowing” shall mean a Borrowing consisting of 2019 Term G Loans of the same Type and, in the case of a
Eurodollar Loan, having the same Interest Period. 
 “2019 Term G Lender” shall mean, at any time, any Lender that
has a 2019 Term G Loan at such time. 
 “2019 Term G Loan Repayment Date” shall have the meaning assigned to such
term in Section 2.11(a)(i). 
 “2019 Term G Loans” shall mean the “Incremental 2019 Term G Loans”
made pursuant to the Incremental Term Loan Assumption Agreement dated as of May 18, 2015. As of the Fourth Restatement Effective Date, the aggregate principal amount of outstanding 2019 Term G Loans is $1,037,348,605.50. 

“2019 Term G Maturity Date” shall mean December 31, 2019; provided that if on any date prior to
December 31, 2019 (any such date, a “Term G Reference Date”), an aggregate principal amount in excess of $250,000,000 of (x) 2019 Notes and (y) any Indebtedness (“Refinanced Indebtedness”)
incurred to refinance or otherwise extend the maturity date of 2019 Notes or Refinanced Indebtedness, is outstanding and scheduled to mature or similarly become due on or prior to the date that is ninety-one
(91) days after the Term G Reference Date, the 2019 Term G Maturity Date shall instead be the Term G Reference Date; provided further, that, in each case, if any such day is not a Business Day, the 2019 Term G Maturity Date shall be the
Business Day immediately preceding such day. 






 “2020 Notes” shall mean the Borrower’s 7.125% Senior Notes due 2020.

 “2021 Notes” shall mean the Borrower’s 5.125% Senior Secured Notes due 2021. 

“2021 Term H Borrowing” shall mean a Borrowing consisting of 2021 Term H Loans of the same Type and, in the case of a
Eurodollar Loan, having the same Interest Period. 
 “2021 Term H Lender” shall mean, at any time, any Lender that
has a 2021 Term H Loan at such time. 
 “2021 Term H Loan Repayment Date” shall have the meaning
assigned to such term in Section 2.11(a)(ii). 
 “2021 Term H Loans” shall mean the “Incremental 2021 Term
H Loans” made pursuant to the Incremental Term Loan Assumption Agreement dated as of May 18, 2015. As of the Fourth Restatement Effective Date, the aggregate principal amount of outstanding 2021 Term H Loans is
$1,902,634,486.07. 
 “2021 Term H Maturity Date” shall mean January 27, 2021; provided that if on any
date prior to January 27, 2021 (any such date, a “Term H Reference Date”), an aggregate principal amount in excess of $250,000,000 of (x) 2019 Notes, (y) 2020 Notes and (z) any Indebtedness (“Refinanced
Indebtedness”) incurred to refinance or otherwise extend the maturity date of 2019 Notes, 2020 Notes or Refinanced Indebtedness, is outstanding and scheduled to mature or similarly become due on or prior to the date that is ninety-one (91) days after the Term H Reference Date, the 2021 Term H Maturity Date shall instead be the Term H Reference Date; provided further, that, in each case, if any such day is not a Business
Day, the 2021 Term H Maturity Date shall be the Business Day immediately preceding such day. 
 “2022 Notes” shall
mean the Borrower’s 6.875% Senior Notes due 2022. 
 “2023 Notes” shall mean the Borrower’s 6.250%
Senior Secured Notes due 2023. 
 “ABL Collateral Agent” shall mean JPMorgan Chase Bank, N.A. or any other person in
its capacity as the “Collateral Agent” under an ABL Facility Credit Agreement. 
 “ABL Facility Credit
Agreement” shall mean (a) a loan agreement to be dated on or after the Fourth Restatement Effective Date, among, inter alia, Parent, the Borrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as
administrative agent and as the ABL Collateral Agent, in a form reasonably acceptable to the Administrative Agent and (b) one or more loan agreements among the Borrower and other parties from time to time party thereto pursuant to which the
Indebtedness under the credit agreement referenced in clause (a) above has been refinanced, repaid, prepaid, repurchased, redeemed, replaced, renewed, refunded, amended or increased in whole or in part in accordance with, and subject to, the
provisions of this Agreement and the ABL Intercreditor Agreement. 

  
 2 







 “ABL Facility First Priority Collateral” shall have the meaning
specified in the ABL Intercreditor Agreement. 
 “ABL Facility Loan Documents” shall have the meaning assigned to
the term “Loan Documents” (or any similar term) in the ABL Facility Credit Agreement. 
 “ABL Facility
Loans” shall mean the “Loans” under the ABL Facility Credit Agreement. 
 “ABL Intercreditor
Agreement” shall mean an intercreditor agreement, among, inter alia, Parent, the Borrower, the Collateral Agent and the ABL Collateral Agent, in the form acceptable to each of the Administrative Agent and the ABL Collateral
Agent. 
 “ABL Lenders” shall have the meaning assigned to such term in the ABL Intercreditor Agreement. 

“ABL Obligations” shall have the meaning assigned to such term in the ABL Intercreditor Agreement. 

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 
 “Accepting Lenders”
shall have the meaning assigned to such term in Section 2.25(a). 
 “Adjusted LIBO Rate” shall mean,
with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to the product of (a) the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves. 

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b). 

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form
as may be supplied from time to time by the Administrative Agent. 
 “Affected Class” shall have the meaning
assigned to such term in Section 2.25(a). 
 “Affiliate” shall mean, when used with respect to a specified
person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided, however, that, for purposes of Section 6.07, the term
“Affiliate” shall also include any person that directly or indirectly owns 10% or more of any class of Equity Interests of the person specified. 

“Agreement” shall have the meaning assigned to such term in the preamble. 

  
 3 







 “Aggregate Revolving Credit Exposure” shall mean the aggregate amount of
the Lenders’ Revolving Credit Exposures. 
 “Alternate Base Rate” shall mean, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate on such day for a three month Interest Period commencing on the second
Business Day after such day plus 1%; provided that in no event shall the Alternate Base Rate be less than, in the case of 2019 Term G Loans and 2021 Term H Loans, 2.00%. If the Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to ascertain the NYFRB Rate or the Adjusted LIBO Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the
terms of the definition of NYFRB Rate, the Alternate Base Rate shall be determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change
in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective on the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, as the case may be. 

“Alternative Incremental Facility Indebtedness” shall mean any Indebtedness which (a) is in the form of one or
more series of senior or junior secured notes or senior unsecured notes or senior or junior secured bridge loans or senior unsecured bridge loans or junior secured loans, (b) is issued, incurred, created, assumed or guaranteed by any Loan
Party, (c) is not an obligation of, or otherwise Guaranteed by, any Subsidiary of Parent that is not a Loan Party, (d) to the extent the same is secured, is not secured by any Lien on any asset of Parent, the Borrower or any Subsidiary
other than any asset constituting Collateral, (e) to the extent the same is secured, is subject to a Pari Passu Intercreditor Agreement (or, in the case of junior secured notes, junior secured bridge loans or junior secured loans, a Junior Lien
Intercreditor Agreement), (f) matures on or after, and requires no scheduled payments of principal prior to, the Latest Term Loan Maturity Date in effect at the time such Indebtedness is incurred (which, in the case of bridge loans, shall be
determined by reference to the loans or notes into which such bridge loans are converted at maturity) (other than pursuant to customary offers to purchase upon a change of control, payments required to prevent any such Indebtedness from being
treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, asset sale or event of loss and customary acceleration rights after an event of default), unless 100% of the Net Cash
Proceeds thereof are used to prepay or repay outstanding Term Loans, in which case such Indebtedness shall mature on or after the latest maturity date of the Term Loans so prepaid or repaid and (g) contains no financial maintenance covenants.

 “Applicable Percentage” shall mean, for any day, (a) (i) with respect to any Eurodollar Revolving Loan or
ABR Revolving Loan, the applicable percentage set forth below under the caption “Eurodollar Spread—Revolving Loans” or “ABR Spread—Revolving Loans”, as the case may be, and (ii) with respect to the Revolving Credit
Commitment Fee, the applicable rate set forth below under the caption “Revolving Credit Commitment Fee Rate”, in each case based upon the Secured Net Leverage Ratio as of 

  
 4 







 
the relevant date of determination, (b) with respect to any Eurodollar 2019 Term G Loan or ABR 2019 Term G Loan, 3.00% per annum and 2.00% per annum, respectively, and (c) with respect
to any Eurodollar 2021 Term H Loan or ABR 2021 Term H Loan, 3.25% per annum and 2.25% per annum, respectively. 
  

													
	 Secured Net Leverage Ratio
	  	Eurodollar
Spread—
Revolving
Loans	 	 	ABR Spread—
Revolving Loans	 	 	Revolving
Credit
Commitment
Fee Rate	 
	 Category 1 3 4.00 to 1.00
	  	 	2.75	% 	 	 	1.75	% 	 	 	0.50	% 
	 Category 2 3 3.50 to 1.00 and < 4.00 to
1.00
	  	 	2.50	% 	 	 	1.50	% 	 	 	0.50	% 
	 Category 3 3 3.00 to 1.00 and < 3.50 to
1.00
	  	 	2.25	% 	 	 	1.25	% 	 	 	0.50	% 
	 Category 4 < 3.00 to 1.00
	  	 	2.00	% 	 	 	1.00	% 	 	 	0.375	% 

 Each change in the Applicable Percentage resulting from a change in the Secured Net Leverage Ratio shall be
effective with respect to all applicable Loans and Letters of Credit outstanding on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.04(a) or (b) and
Section 5.04(c), respectively, indicating such change until the date immediately preceding the next date of delivery of such financial statements and certificates indicating another such change. In addition, at any time during which the
Borrower has failed to deliver the financial statements and certificates required by Section 5.04(a) or (b) and Section 5.04(c), respectively (until the time of the delivery thereof), the Secured Net Leverage Ratio shall be deemed to
be in Category 1 for purposes of determining the Applicable Percentage. 
 “Approved Fund” shall mean any person
(other than a natural person) that is engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

  
 5 







 “Arrangers” shall mean Credit Suisse Securities (USA) LLC, Citigroup
Global Markets Inc., and JPMorgan Chase Bank, N.A. 
 “Asset Sale” shall mean the sale, transfer or other
disposition (by way of merger, casualty, condemnation or otherwise) by Parent, the Borrower or any of the Subsidiaries to any person other than the Borrower or any Subsidiary Guarantor of (a) any Equity Interests of any of the Subsidiaries
(other than directors’ qualifying shares) or (b) any other assets of Parent, the Borrower or any of the Subsidiaries, other than: 

(i) inventory, damaged, obsolete or worn out assets, scrap, surplus and Permitted Investments, in each case disposed of in the
ordinary course of business; 
 (ii) donations of assets by the Borrower or any Subsidiary (whether of real or personal
property (including cash and Equity Interests)) to state or local municipalities (or other Governmental Authorities), nonprofit organizations, foundations, charities or similar entities of the Borrower’s or such Subsidiary’s choice, with
an aggregate fair market value not to exceed $50,000,000 in any fiscal year of Parent; 
 (iii) dispositions by any
Subsidiary that is not a Subsidiary Guarantor to the Borrower or any other Subsidiary; 
 (iv) sales or other dispositions of
(x) Receivables of the Borrower or any of the Subsidiaries that are more than 180 days past due or are written-off at the time of such sale or disposition or (y) any Receivables of the Borrower or
any of the Subsidiaries that are self-pay accounts receivable and that are reasonably determined by the Borrower to be unable to be paid in full within 150 days of the related service date, provided
that the face value of all such Receivables sold or disposed of on or after the Third Restatement Effective Date does not exceed $200,000,000; 

(v) sales or other dispositions of property (including like-kind exchanges) to the extent that (x) such property is
exchanged for credit against the purchase price of similar or replacement property or (y) the proceeds of such sale or disposition are applied to the purchase price of such property, provided that, if the property so sold or exchanged
constituted Collateral, then the property so received shall also constitute Collateral; 
 (vi) leases or sub-leases of any real property or personal property in the ordinary course of business; 

(vii) dispositions of investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell
arrangements between the joint venture parties set forth in the joint venture arrangements and similar binding arrangements; 

  
 6 







 (viii) licensings and sublicensings of intellectual property of the Borrower or
any Subsidiary in the ordinary course of business; 
 (ix) sales, transfers, leases or other dispositions of property in the
ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of Parent, the Borrower and the
Subsidiaries; 
 (x) the contribution or other transfer of property (including Equity Interests) to any Spinout Subsidiary in
connection with a Spinout Transaction; 
 (xi) dispositions of Equity Interests of any Subsidiary as contemplated by clause
(b) of the definition of Permitted Joint Venture; 
 (xii) dispositions consisting of the granting of Liens permitted by
Section 6.02; 
 (xiii) any sale, transfer or other disposition or series of related sales, transfers or other
dispositions having a value not in excess of $25,000,000; and 
 (xiv) any sale, transfer or other disposition of any
property or asset described on Schedule 1.01(g). 
 “Assignment and Acceptance” shall mean an assignment and
acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent. 

“Available Amount” shall mean, as at any date of determination, an amount (if positive) equal to (a) for each
fiscal year of Parent commencing with the fiscal year ending December 31, 2010 for which Excess Cash Flow shall have been positive, the Excess Cash Flow for such years that is retained by the Borrower after application of Section 2.13(c),
minus (b) the aggregate amount of all Restricted Payments made in reliance on Section 6.06(a)(vii) prior to such date, minus (c) the aggregate amount paid in reliance on Section 6.09(b)(iv) prior to such date,
minus (d) the aggregate amount of all investments made in reliance on Section 6.04(y)(i) prior to such date. 

“Available Declined Proceeds Amount” shall mean, as at any date of determination, an amount (if positive) equal to
(a) the aggregate amount of Declined Proceeds retained by the Borrower after the Third Restatement Effective Date, minus (b) the aggregate amount paid in reliance on Section 6.09(b)(v) prior to such date, minus
(c) the aggregate amount of all investments made in reliance on Section 6.04(y)(ii) prior to such date. 

  
 7 







 “Available Reinvestment Proceeds” shall mean, with respect to any Asset
Sale, without limiting any obligation set forth in the Loan Modification Agreement dated as of May 30, 2017, among Parent, the Borrower, the Lenders party thereto and the Administrative Agent, (x) to the extent that the First Lien Net
Leverage Ratio as of the date of such Asset Sale and on a pro forma basis for the period of four consecutive fiscal quarters most recently ended on or prior to such date for which financial statements have been delivered (or were required to be
delivered) pursuant to Sections 5.04(a) or (b) (such period, the “Test Period”) (but without giving effect to such Asset Sale or the use of proceeds thereof) is greater than or equal to 4.25 to 1.0, (A) if the First Lien Net
Leverage Ratio for the applicable Test Period (determined on a pro forma basis after giving effect to such Asset Sale and any prior Asset Sale but without netting any of the Net Cash Proceeds of such Asset Sale and determined as if all such Net Cash
Proceeds were used to prepay Term Loans) is greater than or equal to 4.25 to 1.0, 0% of the Net Cash Proceeds with respect to such Asset Sale, (B) if the First Lien Net Leverage Ratio for the applicable Test Period (determined on a pro forma
basis after giving effect to such Asset Sale and any prior Asset Sale but without netting any of the Net Cash Proceeds of such Asset Sale and determined as if all such Net Cash Proceeds were used to prepay Term Loans) is less than 4.25 to 1.0 but
greater than or equal to 3.75 to 1.0, the Net Cash Proceeds of such Asset Sale less the sum of (1) an amount of Net Cash Proceeds such that the First Lien Net Leverage Ratio for the applicable Test Period (determined on a pro forma basis after
giving effect to such Asset Sale and any prior Asset Sale but without netting any of the Net Cash Proceeds of such Asset Sale and assuming for such pro forma purposes that the portion of Consolidated EBITDA attributable to such Asset Sale is equal
to the portion attributable to the Net Cash Proceeds used to repay Term Loans pursuant to this clause (1)) after applying such Net Cash Proceeds to prepay Term Loans in accordance with the Credit Agreement is equal to 4.25 to 1.0 plus (2) 50% of any
remaining Net Cash Proceeds after the application of the preceding clause (1), or (C) if the First Lien Net Leverage Ratio for the applicable Test Period (determined on a pro forma basis after giving effect to such Asset Sale and any prior
Asset Sale but without netting any of the Net Cash Proceeds of such Asset Sale and determined as if all such Net Cash Proceeds were used to prepay Term Loans) is less than 3.75 to 1.0, the Net Cash Proceeds of such Asset Sale less an amount of Net
Cash Proceeds such that the First Lien Net Leverage Ratio for the applicable Test Period (determined on a pro forma basis after giving effect to such Asset Sale and any prior Asset Sale but without netting any of the Net Cash Proceeds of such Asset
Sale and assuming for such pro forma purposes that the portion of Consolidated EBITDA attributable to such Asset Sale is equal to the portion attributable to the Net Cash Proceeds used to repay Term Loans) after applying such Net Cash Proceeds to
prepay Term Loans is equal to 3.75 to 1.0, (y) to the extent that the First Lien Net Leverage Ratio as of the date of such Asset Sale and on a pro forma basis for the applicable Test Period (but without giving effect to such Asset Sale or the use of
proceeds thereof) is greater than or equal to 3.75 to 1.0 but less than 4.25 to 1.0, (A) if the First Lien Net Leverage Ratio for the applicable Test Period (determined on a pro forma basis after giving effect to such Asset Sale and any prior Asset
Sale but without netting any of the Net Cash Proceeds of such Asset Sale and determined as if all such Net Cash Proceeds were used to prepay Term Loans) is less than 4.25 to 1.0 but greater than or equal to 3.75 to 1.0, 50% of the Net Cash Proceeds
of such Asset Sale or (B) if the First 

  
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Lien Net Leverage Ratio for the applicable Test Period (determined on a pro forma basis after giving effect to such Asset Sale and any prior Asset Sale but without netting any of the Net Cash
Proceeds of such Asset Sale and determined as if all such Net Cash Proceeds were used to prepay Term Loans) is less than 3.75 to 1.0, the Net Cash Proceeds of such Asset Sale less an amount of Net Cash Proceeds such that the First Lien Net Leverage
Ratio for the applicable Test Period (determined on a pro forma basis after giving effect to such Asset Sale and any prior Asset Sale but without netting any of the Net Cash Proceeds of such Asset Sale and assuming for such pro forma purposes that
the portion of Consolidated EBITDA attributable to such Asset Sale is equal to the portion attributable to the Net Cash Proceeds used to repay Term Loans) after applying such Net Cash Proceeds to prepay Term Loans in accordance with the Credit
Agreement is equal to 3.75 to 1.0, and (z) to the extent that the First Lien Net Leverage Ratio as of the date of such Asset Sale and on a pro forma basis for the applicable Test Period (but without giving effect to such Asset Sale or the use
of proceeds thereof) is less than 3.75 to 1.0, 100% of the Net Cash Proceeds of such Asset Sale. 

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion
Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 
 “Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the
implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. 

“Benefit Plan” shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject
to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of
the Code) the assets of any such “employee benefit plan” or “plan”. 
 “Board” shall mean the
Board of Governors of the Federal Reserve System of the United States of America. 
 “Borrower Materials” shall have
the meaning assigned to such term in Section 9.01. 
 “Borrowing” shall mean Loans of the same Class and
Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. 

“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and
substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent. 
 “Business
Day” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Loan, the term
“Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. 

  
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 “CapEx Pull-Forward Amount” shall have the meaning assigned to such term
in Section 6.11. 
 “Capital Expenditures” shall mean, for any period, the additions to property, plant and
equipment and other capital expenditures of Parent, the Borrower and its consolidated subsidiaries (including all amounts expended or capitalized under Capital Lease Obligations, but excluding any amount representing capitalized interest) that are
(or should be) set forth in a consolidated statement of cash flows of Parent for such period prepared in accordance with GAAP, but excluding in each case any such expenditure (i) made with insurance proceeds, condemnation awards or damage
recovery proceeds, (ii) made with the proceeds of the issuance of Equity Interests, (iii) to the extent such expenditure is made with proceeds that would have constituted Net Cash Proceeds under clause (a) of the definition of the
term “Net Cash Proceeds” (but for the application of the second proviso to such clause (a)), (iv) to the extent of the credit against the gross purchase price of newly acquired equipment granted by the seller of such newly acquired
equipment for other equipment that is simultaneously traded-in at the time of purchase of such newly acquired equipment, (v) is accounted for as a capital expenditure pursuant to GAAP but that actually is
paid for by a third party (excluding Parent, the Borrower or any Subsidiary) and for which none of Parent, the Borrower or any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to
such third party or any other person (whether before, during or after such period) or (vi) constituting the purchase price of any Permitted Acquisition or any investment permitted under Sections 6.04(a), 6.04(i), 6.04(j), 6.04(k) or 6.04(x),
6.04(y) or 6.04(z). 
 “Capital Lease Obligations” of any person shall mean the obligations of such person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of
such person under GAAP (excluding any lease that would be required to be so classified as a result of a change in GAAP after the First Restatement Effective Date), and the amount of such obligations shall be the capitalized amount thereof determined
in accordance with GAAP. 
 “Captive Insurance Subsidiary” shall mean a Subsidiary established for the purpose of
insuring the healthcare businesses or Facilities owned or operated by the Borrower or any of the Subsidiaries, any joint venture of the Borrower or any of the Subsidiaries or any physician or other personnel employed by or on the medical staff of
any such business or Facility. 
 “Cash Management Obligations” shall mean the obligations owed by Parent, the
Borrower or any Subsidiary to the Administrative Agent, any Arranger, any Lender or an Affiliate of any of the foregoing in respect of any overdraft protections, netting services and similar arrangements arising from treasury, depository and cash
management services, any automated clearing house transfers of funds or any credit card or similar services, in each case in the ordinary course of business. 

  
 10 







 A “Change in Control” shall be deemed to have occurred if (a) any
“person” or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the Closing Date), shall own, directly or indirectly, beneficially or of
record, shares representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of Parent (other than a transaction following which holders of securities that represented 100% of such
aggregate ordinary voting power represented by the issued and outstanding capital stock of Parent immediately prior to such transaction (or other securities into which such securities are converted as part of such transaction) own, directly or
indirectly, shares representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the surviving person in such transaction immediately after such transaction), (b) [reserved],
(c) any change in control (or similar event, however denominated) with respect to Parent, the Borrower or any Subsidiary shall occur under and as defined in any indenture or agreement in respect of Material Indebtedness to which Parent, the
Borrower or any Subsidiary is a party (other than, under any indenture or agreement in respect of Material Indebtedness assumed in connection with a Permitted Acquisition, any change in control triggered by the Permitted Acquisition pursuant to
which such Indebtedness was assumed or (d) Parent shall cease to directly own, beneficially and of record, 100% of the issued and outstanding Equity Interests of the Borrower. 

“Change in Law” shall mean (a) the adoption of any law, rule or regulation after the Closing Date, (b) any
change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.14, by any
lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any policy, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing
Date. 
 “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans, 2019 Term G Loans, 2021 Term H Loans or Other Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment or any Incremental Term Loan
Commitment. 
 “Closing Date” shall mean July 25, 2007. 

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. 

“Collateral” shall mean all the “Collateral” as defined in any Security Document and shall also include the
Mortgaged Properties. 
 “Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Credit
Commitment, Term Loan Commitment and Incremental Term Loan Commitment. 

  
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 “Commitment Fees” shall mean the Revolving Credit Commitment Fees. 

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period plus (a) without
duplication and (except in the case of clause (a)(x) below) to the extent deducted (and not added back) in determining such Consolidated Net Income, the sum of 

(i) interest expense (net of interest income), including amortization and write offs of debt discount and debt issuance costs
and commissions, discounts and other fees and charges associated with (x) letters of credit, (y) obtaining or unwinding Hedging Agreements or (z) surety bonds for financing activities, in each case for such period, 

(ii) provision for taxes based on income, profits or capital and franchise taxes, including Federal, foreign, state, franchise,
excise and similar taxes and foreign withholding taxes paid or accrued during such period, including any penalties and interest relating to any tax examinations for such period, 

(iii) depreciation and amortization expenses including acceleration thereof and including the amortization of the increase in
inventory resulting from the application of Statement of Financial Accounting Standards No. 141 (“FASB 141”) for transactions contemplated hereby, including Permitted Acquisitions, for such period, 

(iv) non-cash compensation expenses arising from the sale of Equity Interests, the
granting of options to purchase Equity Interests, the granting of appreciation rights in respect of Equity Interests and similar arrangements for such period, 

(v) the excess of the expense in respect of post-retirement benefits and post-employment benefits accrued under Statement of
Financial Accounting Standards No. 106 (“FASB 106”) and Statement of Financial Accounting Standards No. 112 (“FASB 112”) over the cash expense in respect of such post-retirement benefits and post-employment benefits for
such period, 
 (vi) minority interest (to the extent distributions are not required to be made and are not made in respect
thereof), 
 (vii) upfront fees or charges arising from any Permitted Receivables Transaction for such period, and any other
amounts for such period comparable to or in the nature of interest under any Permitted Receivables Transaction, and losses on dispositions of Receivables and related assets in connection with any Permitted Receivables Transaction for such period,

 (viii) fees and expenses for such period incurred or paid in connection with the Transactions, 

  
 12 







 (ix) to the extent covered by insurance and actually reimbursed, or, so long as
the Borrower has made a determination that such amount is reasonably likely to be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact
reimbursed within 365 days of the date of the relevant event (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events, 

(x) proceeds of received business interruption insurance, 

(xi) any fees and expenses incurred during such period in connection with any acquisition, investment, recapitalization, asset
disposition, issuance or repayment of debt, issuance of Equity Interests, Permitted Receivables Transaction, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated
prior to the Closing Date and any such transaction undertaken but not completed), 
 (xii) any (w) severance costs,
relocation costs, integration and facilities opening costs, signing costs, retention or completion bonuses and transition costs incurred during such period, (x) cash restructuring related or nonrecurring cash merger costs and expenses incurred
during such period as a result of any acquisition, investment, recapitalization, or asset disposition permitted hereunder, (y) other nonrecurring cash losses and charges for such period and (z) cash payments made during such period in
respect of litigation that was pending against the Borrower, Triad or any of their subsidiaries, or any Acquired Entity or other obligations (contingent or otherwise) of the Borrower, Triad or any of their subsidiaries or any Acquired Entity, in
each case prior to the Closing Date (or, with respect to an Acquired Entity, the closing date of the relevant Permitted Acquisition) and for which a liability would not be, in accordance with GAAP, recognized on Parent’s consolidated balance
sheet as of the Closing Date (or, with respect to an Acquired Entity, the closing date of the relevant Permitted Acquisition), 

(xiii) [reserved], and 

(xiv) other non-cash charges for such period (other than the write down of current
assets, unless such assets are acquired pursuant to a Permitted Acquisition, in which case any such write down shall (A) occur on or before the first anniversary of the date on which the applicable Permitted Acquisition was consummated and
(B) result from (1) a change in accounting policies or (2) a revision in the estimated value of such assets), and minus 
 (b)
without duplication, (i) non-recurring gains and (ii) all cash payments made during such period on account of reserves, restructuring charges and other
non-cash charges added to Consolidated Net Income pursuant to clause (a)(xiv) (other than any such non-cash charges that if originally paid in cash and so not taken as non-cash charges would have been added to Consolidated Net Income above pursuant to clause (a)(xii)) in a previous period. 

  
 13 







 “Consolidated Interest Expense” shall mean, for any period, the sum of
(a) the interest expense paid in cash (including imputed interest expense in respect of Capital Lease Obligations and Synthetic Lease Obligations) of Parent, the Borrower and the Subsidiaries for such period, net of interest income, determined
on a consolidated basis in accordance with GAAP and (b) the dividends paid in cash during such period by Parent, the Borrower and the Subsidiaries on a consolidated basis in respect of Disqualified Stock, but excluding, however, to the extent
otherwise included therein, (i) fees and expenses associated with the consummation of the Transactions, (ii) annual agency fees paid to the Administrative Agent, (iii) costs associated with obtaining or unwinding any Hedging
Agreements, (iv) fees and expenses associated with any investment permitted pursuant to Section 6.04, issuances of Equity Interests or Indebtedness, Permitted Receivables Transactions or amendments of any Indebtedness (whether or not
consummated), (v) penalties and interest relating to Taxes and (vi) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights
obligations and financing fees. For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by Parent, the Borrower or any Subsidiary with respect to interest rate Hedging Agreements.

 “Consolidated Net Income” shall mean, for any period, the net income or loss ((i) excluding extraordinary gains
and losses, and gains and losses arising from the proposed or actual disposition of material assets and (ii) excluding the cumulative effect of changes in accounting principles) of Parent, the Borrower and the Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded the income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by the Subsidiary of that
income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Subsidiary. Notwithstanding the foregoing, the amount of any
cash dividends paid by any Unrestricted Subsidiary and received by Parent, the Borrower or the Subsidiaries during any such period shall be included, without duplication, in the calculation of Consolidated Net Income for such period. There shall be
excluded from Consolidated Net Income for any period (i) gains and losses, including unrealized gains and losses, for such period attributable to (v) the early extinguishment of Indebtedness, (w) discontinued operations,
(x) facilities to be closed within one year of the date of recognition of such gain or loss, (y) obtaining or unwinding Hedging Agreements and (z) except as provided above, interests in Unrestricted Subsidiaries, (ii) all
deferred financing costs written off or amortized and premiums paid or other expenses incurred directly in connection with any extinguishment of Indebtedness and any net gain (loss) from any write-off or
forgiveness of Indebtedness, (iii) any (x) cash payments made or reserves taken during such period in respect of litigation that was pending against HMA or any of its subsidiaries prior to the Third Restatement Effective Date, (y) [reserved]
and (z) costs and expenses incurred in connection with the sale, transfer or other disposition of the hospitals set forth on Schedule 1.01(g), in each case to the extent such costs, expenses, payments, reserves or charges would otherwise be
deducted in the determination of Consolidated Net Income, 

  
 14 







 
provided that any reversal of a reserve excluded from Consolidated Net Income in a prior period shall also be excluded from Consolidated Net Income, (iv) CVR Payments made during such
period to the extent deducted in the determination of Consolidated Net Income and (v) the effects of purchase accounting adjustments to inventory, property, equipment and intangible assets and deferred revenue in component amounts required or
permitted by GAAP, as a result of the Transactions, any Permitted Acquisition or acquisition consummated before the Closing Date, or the amortization or write-off of any amounts thereof. 

“Contractual Obligation” shall mean, as to any person, any provision of any security issued by such person or of any
agreement, instrument or undertaking to which such person is a party or by which it or any of the property owned by it is bound. 

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

 “Credit Event” shall have the meaning assigned to such term in Section 4.01. 

“Credit Facilities” shall mean the revolving credit, letter of credit and term loan facilities provided for by this
Agreement. 
 “Current Assets” shall mean, at any time, the consolidated current assets (other than cash, cash
equivalents and Permitted Investments and current and deferred tax assets) of Parent, the Borrower and the Subsidiaries. 

“Current Liabilities” shall mean, at any time, the consolidated current liabilities of Parent, the Borrower and the
Subsidiaries at such time, but excluding, without duplication, (a) the current portion of any long-term Indebtedness, (b) current accrued and deferred income taxes and accrued interest, (c) outstanding Revolving Loans and
(d) revolving loans and letter of credit obligations outstanding under the ABL Facility Credit Agreement. 
 “CVR
Payments” shall have the meaning assigned to such term in the definition of Indebtedness. 
 “Declined
Proceeds” shall have the meaning assigned to such term in Section 2.13(f). 
 “Default” shall mean
any event or condition which upon notice, lapse of time or both would constitute an Event of Default. 
 “Defaulting
Lender” shall mean any Lender that (a) defaults in its obligation to make any Loan or fulfill any obligation required to be made or fulfilled by it hereunder in the case of any funding requirement within two Business Days of the
date such Loans were required to be funded hereunder, unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good 

  
 15 







 
faith determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing)
has not been satisfied, (b) has notified the Administrative Agent or any Loan Party in writing that it does not intend to satisfy any such obligations or (c) has become the subject of a bankruptcy or insolvency proceeding, Bail-In Action, or has had a receiver, conservator, trustee, custodian, administrator, assignee for the benefit of creditors or similar person charged with the reorganization or liquidation of its business,
appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, custodian, administrator, assignee for the benefit of creditors or similar person charged with the reorganization or liquidation of its business, appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that if a Lender would be a “Defaulting Lender” solely by reason of events relating to a parent company of
such Lender or solely because a Governmental Authority has been appointed as receiver, conservator, trustee or custodian for such Lender, such Lender shall not be a “Defaulting Lender” if and for so long as such Lender confirms in writing,
upon request by the Administrative Agent, that it will continue to comply with its obligations to make Loans and fulfill all other obligations required to be made and fulfilled by it hereunder. 

“Designated Non-Cash Consideration” shall mean the fair market value (as
determined in good faith by the Borrower) of non-cash consideration received by the Borrower or one of its Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an officer’s certificate, setting forth the basis of such valuation, less the amount of cash or cash equivalents (including Permitted Investments) received in connection with
a subsequent payment, redemption, retirement, sale or other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration
will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 6.05(b). 

“Disqualified Stock” shall mean any Equity Interest that, by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise (except (i) as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale shall be subject to the prior repayment in full of the
Loans and all other Obligations that are accrued and payable and the termination of the Commitments or (ii) pursuant to any put option with respect to any Equity Interests of a Permitted Syndication Subsidiary granted in favor of any Permitted
Syndication Transaction Partner), or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital in cash (other than, in the
case of Equity Interests of a Subsidiary issued to a Permitted Syndication Transaction Partner or held by a Subsidiary Guarantor, periodic distributions of available cash (determined in good faith by the Borrower)), in


  
 16 







 
each case at any time on or prior to the first anniversary of the Latest Term Loan Maturity Date in effect at the time such Equity Interest is issued, or (b) is convertible into or
exchangeable (unless at the sole option of the issuer thereof) for (i) Indebtedness or (ii) any Equity Interest referred to in clause (a) above, in each case at any time prior to the first anniversary of the Latest Term Loan Maturity
Date in effect at the time such Equity Interest is issued. 
 “dollars” or “$” shall mean
lawful money of the United States of America. 
 “Domestic Subsidiaries” shall mean all Subsidiaries incorporated or
organized under the laws of the United States of America, any State thereof or the District of Columbia. 
 “EEA Financial
Institution” shall mean (a) any institution established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an
institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country that is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to
consolidated supervision with its parent. 
 “EEA Member Country” shall mean any of the member states of the
European Union, Iceland, Liechtenstein and Norway. 
 “EEA Resolution Authority” shall mean any public
administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Eligible Assignee” shall mean any commercial bank, insurance company, investment or mutual fund or other entity (but
not any natural person) that is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933, as amended) that extends credit or invests in bank loans as one of its businesses; provided that neither the
Borrower nor any of its Affiliates shall be an Eligible Assignee. 
 “Environmental Laws” shall mean all former,
current and future Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives, orders (including consent orders), and legally binding agreements in each case,
relating to protection of the environment, natural resources, occupational health and safety or Hazardous Materials. 

“Environmental Liability” shall mean all liabilities, obligations, damages, losses, claims, actions, suits, judgments,
orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, recycling, arrangement for disposal, or disposal of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the presence or Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

  
 17 







 “Equity Interests” shall mean shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any person, and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such
equity interest. 
 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the rules and regulations promulgated thereunder. 
 “ERISA Affiliate” shall mean any trade or business
(whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code. 
 “ERISA Event” shall mean (a) any “reportable
event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived), (b) a failure by any
Plan to meet the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each case whether or not waived, (c) the filing pursuant to Section 412(c) of the Code
or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard with respect to any Plan, (d) a determination that any Plan is, or is expected to be, in “at-risk”
status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (e) the incurrence by Parent or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan
or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan, (f) the receipt by Parent or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to
the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (g) the receipt by Parent or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from Parent or any of its ERISA
Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA or in endangered or critical status, within the
meaning of Section 432 of the Code or Section 305 of ERISA, (h) the occurrence of a “prohibited transaction” with respect to which the Borrower or any of the Subsidiaries is a “disqualified person” (within the
meaning of Section 4975 of the Code) or with respect to which the Borrower or any such Subsidiary could otherwise be liable or (i) any other event or condition with respect to a Plan or Multiemployer Plan that could result in liability of
the Borrower or any Subsidiary. 
 “EU Bail-In Legislation Schedule” shall
mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. 

  
 18 







 “Eurodollar” when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. 

“Event of Default” shall have the meaning assigned to such term in Article VII. 

“Excess Cash Flow” shall mean, for any fiscal year of Parent, the excess of (a) the sum, without duplication, of
(i) Consolidated Net Income for such fiscal year, (ii) an amount equal to the amount of all non-cash charges or losses to the extent deducted in arriving at such Consolidated Net Income,
(iii) an amount equal to the provision for Taxes based on income, profits or capital of Parent, the Borrower and the Subsidiaries, including Federal, foreign, state, franchise, excise and similar taxes and foreign withholding taxes paid or
accrued during such period to the extent deducted in arriving at such Consolidated Net Income, (iv) [reserved], (v) reductions to noncash working capital of Parent, the Borrower and the Subsidiaries for such fiscal year (i.e., the
decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year, excluding decreases resulting from any Permitted Acquisition or disposition occurring during such fiscal year) and (vi) an amount
equal to all anticipated payments deducted from Excess Cash Flow pursuant to clause (b)(vi) in any prior period that the Borrower has determined will not be made, or that were not made during the applicable four fiscal quarter period, and that have
not previously been added back to Excess Cash Flow pursuant to this clause (a)(vi) over (b) the sum, without duplication, of (i) the amount of any Taxes (including penalties and interest) payable in cash by Parent, the Borrower and the
Subsidiaries with respect to such fiscal year, (ii) Capital Expenditures made in cash during such fiscal year, except to the extent financed with the proceeds of Indebtedness (other than Revolving Loans and ABL Facility Loans), equity
issuances, casualty proceeds or condemnation proceeds to the extent such proceeds would not be included in Consolidated Net Income, (iii) permanent repayments of Indebtedness (other than mandatory prepayments of Loans under Section 2.13
and Voluntary Prepayments) made in cash by Parent, the Borrower and the Subsidiaries during such fiscal year, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in
connection with a refinancing of all or any portion of such Indebtedness, (iv) payments by Parent, the Borrower and the Subsidiaries during such fiscal year in respect of long-term liabilities of Parent, the Borrower and the Subsidiaries other
than Indebtedness, (v) the aggregate amount of cash consideration paid by Parent, the Borrower and the Subsidiaries (on a consolidated basis) in connection with Permitted Acquisitions or other investments permitted pursuant to Section 6.04
(other than Section 6.04(b)), except to the extent any such Permitted Acquisition or investment is financed with the proceeds of Indebtedness (other than Revolving Loans and ABL Facility Loans) or equity issuances, to the extent such proceeds
would not be included in Consolidated Net Income, (vi) the aggregate amount of cash consideration required to be paid by Parent, the Borrower and the Subsidiaries (on a consolidated basis) in the subsequent first four fiscal quarters following
such fiscal year pursuant to binding contracts related to Permitted Acquisitions and Capital Expenditures entered into during such fiscal year, (vii) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by
Parent, the Borrower or the Subsidiaries during such period that are required to be made in 

  
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connection with any prepayment of Indebtedness to the extent not deducted in determining Consolidated Net Income for such fiscal year, (viii) cash expenditures in respect of Hedging
Agreements to the extent not deducted in determining Consolidated Net Income for such fiscal year, (ix) additions to noncash working capital for such fiscal year (i.e., the increase, if any, in Current Assets minus Current Liabilities
from the beginning to the end of such fiscal year, excluding increases resulting from any Permitted Acquisition or disposition occurring during such fiscal year), (x) an amount equal to the amount of all
non-cash credits or gains to the extent included in arriving at such Consolidated Net Income and the amount related to items that were added to or not deducted from net income or loss in calculating
Consolidated Net Income to the extent such items represented a cash payment or cash expenditure (which had not reduced Excess Cash Flow in a prior fiscal year) and (xi) the aggregate amount of cash expenditures paid by Parent, the Borrower and
the Subsidiaries (on a consolidated basis) pursuant to Section 6.06(iii), (v) and (ix) (except to the extent any such cash expenditure is financed with the proceeds of Indebtedness (other than Revolving Loans and ABL Facility Loans) or equity
issuances, to the extent such proceeds would not be included in Consolidated Net Income); provided that in no event shall the calculation of Excess Cash Flow include any insurance proceeds or proceeds of any condemnation, taking or similar
occurrence. 
 “Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, the Issuing Bank
or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on (or measured by) net income and franchise Taxes imposed by the United States of America, or by the jurisdiction
under the laws of which such recipient is organized or in which its principal office is located, or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits Taxes imposed by the United States of
America or any similar Tax imposed by any other jurisdiction described in clause (a) above and (c) in the case of the Administrative Agent or a Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.21(a)), any withholding Tax that is imposed on amounts payable to such Administrative Agent or Lender as a result of any law in effect (including FATCA) at the time such Administrative Agent or Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Administrative Agent or Lender’s failure to comply with Section 2.20(e), except to the extent that such Administrative Agent or Lender (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 2.20(a). 

“Existing Credit Agreement” shall mean this Agreement as in effect immediately prior to the Fourth Restatement
Effective Date. 
 “Existing Letter of Credit” shall mean each Letter of Credit that was issued for the account of
the Borrower under the Existing Credit Agreement. 
 “Extended OID” shall have the meaning assigned to such term in
Section 2.27. 

  
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 “Facility” shall mean any Hospital, outpatient clinic, long-term care
facility, ambulatory center, nursing home or rehabilitation center and related medical office building or other facility owned or used by the Borrower or any Subsidiary in connection with their respective business. 

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or
successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the
Code and any law, regulation, rule, promulgation, guidance notes, practices or official agreement implementing an official government agreement with respect to the foregoing. 

“Federal Funds Effective Rate” shall mean, for any day, the rate calculated by the NYFRB based on such day’s
federal funds transactions by depository institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective
rate; provided that if such rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement 

“Fee Letter” shall mean the Fee Letter dated March 16, 2007, among Parent, Credit Suisse Securities (USA) LLC,
the Administrative Agent, Wachovia Capital Markets LLC, Wachovia Bank, National Association and Wachovia Investment Holdings, LLC. 

“Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the L/C Participation Fees and the Issuing Bank
Fees. 
 “Financial Officer” of any person shall mean the chief financial officer, principal accounting officer,
treasurer or controller of such person. 
 “First Amendment and Restatement Agreement” shall mean the Amendment and
Restatement Agreement dated as of November 5, 2010, among Parent, the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent. 

“First Lien Debt” shall mean, at any time the total Indebtedness of Parent, the Borrower and the Subsidiaries at such
time (excluding (i) Indebtedness of the type described in clause (h) of the definition of such term or under performance or surety bonds, in each case except to the extent of any unreimbursed drawings thereunder and (ii) Indebtedness
of the type described in clauses (c), (d), (e), (i), (j) and (k) of the definition of such term) that is secured by first priority Liens on any property or asset of Parent, the Borrower and the Subsidiaries at such time (including under this
Agreement and the ABL Facility Credit Agreement). 
 “First Lien Net Leverage Ratio” shall mean, on any date, the
ratio of (a) (i) First Lien Debt minus (ii) the aggregate amount of unrestricted cash, cash equivalents and Permitted Investments that is included on the consolidated balance sheet of Parent, the


  
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Borrower and the Subsidiaries on such date, to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date for which financial
statements have been delivered (or were required to be delivered) pursuant to Sections 5.04(a) or (b). In any period of four consecutive fiscal quarters in which any Permitted Acquisition or any Significant Asset Sale occurs, the First Lien Net
Leverage Ratio shall be determined on a pro forma basis in accordance with Section 1.03. 
 “First Restatement Effective
Date” shall mean November 5, 2010. 
 “Foreign Lender” shall mean any Lender that is organized
under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

 “Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary. 

“Fourth Amendment and Restatement Agreement” shall mean the Fourth Amendment and Restatement Agreement dated as of
March 23, 2018, among Parent, the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent. 

“Fourth Restatement Effective Date” shall have the meaning assigned to such term in the Fourth Amendment and
Restatement Agreement. 
 “GAAP” shall mean United States generally accepted accounting principles. 

“Governmental Authority” shall mean any Federal, state, local or foreign court or governmental agency, authority,
instrumentality or regulatory body. 
 “Granting Lender” shall have the meaning assigned to such term in
Section 9.04(i). 
 “Guarantee” of or by any person shall mean any obligation, contingent or otherwise, of such
person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such person, direct
or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (b) to
purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment of such Indebtedness or (c) to maintain working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness; provided, however, that the term “Guarantee” shall not include (i) endorsements for collection or deposit in the ordinary
course of business or (ii) Practice Guarantees. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount (based on the maximum reasonably anticipated net liability in respect thereof as determined
by the Borrower in good faith) of the primary obligation or portion thereof in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated net liability in respect thereof (assuming such person is
required to perform thereunder) as determined by the Borrower in good faith. 

  
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 “Guarantee and Collateral Agreement” shall mean the Guarantee and
Collateral Agreement, dated as of July 25, 2007, as amended and restated as of November 5, 2010, among the Borrower, Parent, the Subsidiaries party thereto and the Collateral Agent for the benefit of the Secured Parties. 

“Guarantors” shall mean Parent and the Subsidiary Guarantors. 

“Hazardous Materials” shall mean (a) any petroleum products or byproducts and all other hydrocarbons, coal ash,
radon gas, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting substances, medical, biological and animal
wastes and (b) without limitation of the foregoing, any other chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any Environmental Law. 

“Health Care Associates” shall have the meaning assigned to such term in Section 6.04(e). 

“Hedging Agreement” shall mean any interest rate protection agreement, foreign currency exchange agreement, commodity
price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement. 

“HMA” shall mean Health Management Associates, Inc. 

“Hospital” shall mean each hospital now or hereafter owned, leased or operated by the Borrower or any of the
Subsidiaries or in which the Borrower or any of the Subsidiaries owns an equity interest. Set forth on Schedule 1.01(d) is a list of all Hospitals in existence on the Fourth Restatement Effective Date owned or used by the Borrower and the
Subsidiaries. 
 “Increasing Revolving Credit Lender” shall have the meaning assigned to such term in
Section 2.26(a). 
 “Incremental Acquisition Revolving Credit Commitment Increase” shall mean a Revolving
Credit Commitment Increase designated as an “Incremental Acquisition Revolving Credit Commitment Increase” by the Borrower, the Administrative Agent and the applicable Increasing Revolving Credit Lenders in the applicable Revolving Credit
Commitment Increase Amendment, the effectiveness of which is conditioned upon the consummation of a Permitted Acquisition (including the refinancing of Indebtedness in connection therewith (to the extent required in connection with such Permitted
Acquisition) and the payment of related fees and expenses). 

  
 23 







 “Incremental Acquisition Term Loan” shall mean an Incremental Term Loan
designated as an “Incremental Acquisition Term Loan” by the Borrower, the Administrative Agent and the applicable Incremental Term Lenders in the applicable Incremental Term Loan Assumption Agreement, the making of which is conditioned
upon the consummation of, and the proceeds of which will be used to finance, a Permitted Acquisition (including the refinancing of Indebtedness in connection therewith and the payment of related fees and expenses). 

“Incremental Amount” shall mean, at any time, the excess, if any, of (a) the greater of (x) $500,000,000 and
(y) an amount equal to the maximum principal amount of Indebtedness that, if fully drawn at such time, would not cause the First Lien Net Leverage Ratio to exceed 4.00:1.00 (calculated on a pro forma basis in accordance with Section 1.03
after giving effect to the incurrence of such Indebtedness and without giving effect to any cash proceeds thereof, but including the application of such proceeds and with any junior lien or unsecured indebtedness incurred in reliance on the
Incremental Amount be deemed to be First Lien Debt for purposes of such calculation) over (b) the sum of (i) the aggregate amount of all Incremental Term Loan Commitments established after the Fourth Restatement Effective Date and prior to
such time pursuant to Section 2.24 (whether in respect of Other Term Loans, Other Term A Loans or otherwise), (ii) the aggregate amount of all Revolving Credit Commitment Increases established after the Fourth Restatement Effective Date and
prior to such time pursuant to Section 2.26, (iii) the aggregate amount of all revolving credit commitments established after the Fourth Restatement Effective Date and prior to such time in accordance with Section 6.01(r) and (iv) the
aggregate principal amount of Indebtedness incurred pursuant to Section 6.01(w) after the Fourth Restatement Effective Date and prior to such time; provided, however, that, to the extent the proceeds of any Incremental Term Loans
or any Alternative Incremental Facility Indebtedness are used concurrently with the incurrence thereof to prepay then-outstanding Term Loans, the establishment of such Incremental Term Loan Commitments or the incurrence of such Alternative
Incremental Facility Indebtedness, as the case may be, shall not reduce the Incremental Amount (provided that if any Incremental Term Loans are incurred to prepay 2019 Term G Loans, the last proviso in Section 2.25(c) shall apply as if a Loan
Modification Offer has been consummated with any original issue discount or upfront fees being deemed to be an extension fee). 

“Incremental Term Borrowing” shall mean a Borrowing comprised of Incremental Term Loans. 

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental
Term Loan. 
 “Incremental Term Loan Assumption Agreement” shall mean an Incremental Term Loan Assumption Agreement
among, and in form and substance reasonably satisfactory to, the Borrower, the Administrative Agent and one or more Incremental Term Lenders. 

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.24,
to make Incremental Term Loans to the Borrower. 

  
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 “Incremental Term Loan Maturity Date” shall mean the final maturity date
of any Incremental Term Loan, as set forth in the applicable Incremental Term Loan Assumption Agreement. 
 “Incremental Term
Loan Repayment Dates” shall mean the dates scheduled for the repayment of principal of any Incremental Term Loan, as set forth in the applicable Incremental Term Loan Assumption Agreement. 

“Incremental Term Loans” shall mean Term Loans made by one or more Lenders to the Borrower pursuant to
Section 2.01(c). Incremental Term Loans may be made in the form of additional 2021 Term H Loans or, to the extent permitted by Section 2.24 and provided for in the relevant Incremental Term Loan Assumption Agreement, Other Term Loans. 

“Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed
money or with respect to deposits or advances of any kind (other than customer deposits and interest payable thereon in the ordinary course of business), (b) all obligations of such person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (d) all obligations of such person issued or assumed as the deferred
purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business and deferred payment for services to employees or former employees incurred in the ordinary course of
business and payable in accordance with customary practices and other deferred compensation arrangements), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (f) all Guarantees by such person of Indebtedness of others, (g) all Capital Lease Obligations and
Synthetic Lease Obligations of such person, (h) all obligations of such person as an account party in respect of letters of credit, (i) all obligations of such person in respect of bankers’ acceptances, (j) all obligations of
such person pursuant to any Permitted Receivables Transaction and (k) the aggregate liquidation preference of all outstanding Disqualified Stock issued by such person; provided that in all cases (v) contingent value rights issued in
connection with the Permitted HMA Transaction (as defined in the Existing Credit Agreement) (any payments made pursuant to such contingent value rights being referred to herein as the “CVR Payments”), (w) Practice Guarantees,
(x) earnouts, unless not paid after becoming due and payable, and working capital adjustments under acquisition or disposition agreements, (y) deferred or prepaid revenue and (z) purchase price holdbacks in respect of a portion of the
purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, shall be excluded from the definition of “Indebtedness”. The Indebtedness of any person shall include the Indebtedness of any
partnership in which such person is a general partner. 
 “Indemnified Taxes” shall mean Taxes other than Excluded
Taxes. 

  
 25 







 “Interest Coverage Ratio” shall mean, for any period, the ratio of
(a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period. 
 “Interest Payment
Date” shall mean (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’
duration been applicable to such Borrowing. 
 “Interest Period” shall mean, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months
thereafter or, with the consent of each applicable Lender, 12 months thereafter, as the Borrower may elect; provided, however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including
the first day of an Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the
most recent conversion or continuation of such Borrowing. 
 “Issuing Bank” shall mean, as the context may require,
except as provided in the last sentence of Section 2.23(a), (a) Wells Fargo Bank, N.A., acting through any of its Affiliates or branches, in its capacity as an issuer of Letters of Credit hereunder, (b) with respect to each Existing
Letter of Credit, the Lender that issued such Existing Letter of Credit, and (c) any other Lender that may become an Issuing Bank pursuant to Section 2.23(i) or 2.23(k), with respect to Letters of Credit issued by such Lender. The Issuing
Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of
Credit issued by such Affiliate or branch. Notwithstanding the foregoing, the L/C Exposure in respect of Letters of Credit for which Wells Fargo Bank, National Association or its Affiliates is the Issuing Bank shall not exceed $75,000,000 unless
otherwise agreed by Wells Fargo Bank, National Association. 
 “Issuing Bank Fees” shall have the meaning assigned
to such term in Section 2.05(c). 
 “Junior Lien Intercreditor Agreement” shall mean any intercreditor
agreement, collateral trust agreement or similar agreement governing the relative priorities of the holders of the Obligations and Other Senior Secured Debt, on the one hand, and the holders of Other Junior Secured Debt, on the other hand,
provided that such agreement (a) provides for such Indebtedness to be secured by Liens on the Collateral having junior priority to the Liens securing the Obligations and (b) is substantially in the form of Exhibit E, with such
modifications reasonably acceptable to the Administrative Agent and the Borrower. 

  
 26 







 “Latest Term Loan Maturity Date” shall mean, at any date of
determination, the latest maturity date applicable to any Term Loans or Term Loan Commitment hereunder at such time. 
 “L/C
Commitment” shall mean the commitment of the Issuing Bank to issue Letters of Credit pursuant to Section 2.23. 

“L/C Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit. 

“L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of
Credit at such time and (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The L/C Exposure of any Revolving Credit Lender at any time shall equal its Pro Rata
Percentage of the aggregate L/C Exposure at such time. 
 “L/C Participation Fee” shall have the meaning assigned to
such term in Section 2.05(c). 
 “Lenders” shall mean (a) the persons listed on Schedule 2.01 (other
than any such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance) and (b) any person that has become a party hereto pursuant to an Assignment and Acceptance or a Revolving Accession Agreement. 

“Letter of Credit” shall mean any letter of credit issued pursuant to Section 2.23 and any Existing Letter of
Credit. 
 “Leverage Ratio” shall mean, on any date, the ratio of Total Debt on such date to Consolidated EBITDA for
the period of four consecutive fiscal quarters most recently ended on or prior to such date for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.04(a) or (b). In any period of four
consecutive fiscal quarters in which any Permitted Acquisition or any Significant Asset Sale occurs, the Leverage Ratio shall be determined on a pro forma basis in accordance with Section 1.03. 

“LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate of interest
appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service, or any successor to such service as determined by the Administrative Agent) as the London interbank offered rate administered by ICE Benchmark
Administration Limited for deposits in dollars for a term comparable to such Interest Period, at approximately 11:00 a.m. (London time) on the date which is two Business Days prior to the commencement of such Interest Period; provided that in
no event shall the LIBO Rate be less than (x) in the case of 2019 Term G 

  
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Loans or 2021 Term H Loans, 1.00%, and (y) in the case of any other Loans, 0.00%; ; provided further that, to the extent that an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, the rate shall be, at any time, the rate per annum determined by the Administrative Agent (the “Interpolated Rate”) (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Rate for the longest period (for which that LIBO Rate is available in Dollars) that is shorter than the Interest Period and (b) the LIBO
Rate for the shortest period (for which that LIBO Rate is available for Dollars) that exceeds the Interest Period, in each case, at such time; provided that if the Interpolated Rate shall be less than zero, such rate shall be deemed to be
zero for purposes of this Agreement. 
 “Lien” shall mean, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, encumbrance, charge or security interest in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having
substantially the same economic effect as any of the foregoing) relating to such asset. For the avoidance of doubt, the term “Lien” shall not be deemed to include any license of intellectual property. 

“Loan Documents” shall mean this Agreement, the First Amendment and Restatement Agreement, the Second Amendment and
Restatement Agreement, the Third Amendment and Restatement Agreement, the Fourth Amendment and Restatement Agreement, the Letters of Credit, the Security Documents, each Incremental Term Loan Assumption Agreement, any Pari Passu Intercreditor
Agreement, any Junior Lien Intercreditor Agreement, any ABL Intercreditor Agreement, any Loan Modification Agreement, any Revolving Accession Agreement, any Revolving Credit Commitment Increase Amendment and the promissory notes, if any, executed
and delivered pursuant to Section 2.04(e). 
 “Loan Modification Agreement” shall mean a Loan Modification
Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, among the Borrower, the other Loan Parties, one or more Accepting Lenders and the Administrative Agent. 

“Loan Modification Offer” shall have the meaning specified in Section 2.25(a). 

“Loan Parties” shall mean Parent, the Borrower and the Guarantors. 

“Loans” shall mean the Revolving Loans and the Term Loans. 

“Margin Stock” shall have the meaning assigned to such term in Regulation U. 

“Material Adverse Effect” shall mean (a) a materially adverse effect on the business, assets, operations,
financial condition or operating results of the Borrower and the Subsidiaries, taken as a whole, (b) a material impairment of the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Document to which they
are or will be a party or (c) a material impairment of the rights and remedies of or benefits available to the Lenders under the Loan Documents. 

  
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 “Material Indebtedness” shall mean Indebtedness (other than the Loans and
Letters of Credit and intercompany loans), or obligations in respect of one or more Hedging Agreements, of any one or more of Parent, the Borrower or any Subsidiary in an aggregate principal amount exceeding $125,000,000. For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of Parent, the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that
Parent, the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time. 

“Material Subsidiary” shall mean any Subsidiary other than any (a) Permitted Joint Venture Subsidiary,
(b) Permitted Syndication Subsidiary, (c) Securitization Subsidiary, (d) Foreign Subsidiary, (e) Captive Insurance Subsidiary or (f) Non-Significant Subsidiary. 

“Modified 2019 Term G Loans” shall have the meaning assigned to such term in Section 2.25(c). 

“Modified Term G Loan Margin” shall have the meaning assigned to such term in Section 2.25(c). 

“Modified Yield Differential” shall have the meaning assigned to such term in Section 2.25(c). 

“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor thereto. 

“Mortgaged Properties” shall mean, initially, the owned real properties of the Loan Parties specified on
Schedule 1.01(c), and shall include each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.12. 

“Mortgages” shall mean the mortgages, deeds of trust, assignments of leases and rents, modifications and other
security documents delivered pursuant to clause (i) of Section 4.02(g) of the Original Credit Agreement, Section 6(g) of the First Amendment and Restatement Agreement or Section 7(b) or 7(c) of the Third Amendment and Restatement
Agreement or pursuant to Section 5.12 of the Original Credit Agreement, the Existing Credit Agreement or this Agreement, each substantially in the form of Exhibit D. 

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 

“Net Cash Proceeds” shall mean (a) with respect to any Asset Sale (other than Receivables sold in a Permitted
Receivables Transaction), the aggregate cash proceeds received in respect of such Asset Sale, and any cash payments received in respect of promissory notes or other non-cash consideration delivered in respect
of such Asset Sale, net of (without duplication) (i) the reasonable expenses (including legal fees and brokers’ and underwriters’ commissions paid to third parties which are not Subsidiaries or


  
 29 







 
Affiliates of Parent) incurred in effecting such Asset Sale, (ii) any taxes reasonably attributable to such Asset Sale and, in the case of an Asset Sale in a foreign jurisdiction, any taxes
reasonably attributable to the repatriation of the proceeds of such Asset Sale reasonably estimated by the Borrower to be actually payable, (iii) any amounts payable to a Governmental Authority triggered as a result of any such Asset Sale,
(iv) any Indebtedness or Contractual Obligation of Parent, the Borrower and the Subsidiaries (other than the Loans, other Obligations and any Other Senior Secured Debt) required to be paid or retained in connection with such Asset Sale or to
the extent such Indebtedness is required to be repaid because the asset sold is removed from a borrowing base supporting such Indebtedness and (v) the aggregate amount of reserves required in the reasonable judgment of the Borrower or the
applicable Subsidiary to be maintained on the books of the Borrower or such Subsidiary in order to pay contingent liabilities with respect to such Asset Sale (so long as amounts deducted from aggregate proceeds pursuant to this clause (v) and
not actually paid by the Borrower or any of the Subsidiaries in liquidation of such contingent liabilities shall be deemed to be Net Cash Proceeds received at such time as such contingent liabilities shall cease to be obligations of the Borrower or
any of the Subsidiaries); provided, however, that if (x) the Borrower intends to reinvest such proceeds in assets of a kind then used or usable in the business of the Borrower and the Subsidiaries or in Permitted Acquisitions or
other investments permitted pursuant to Section 6.04 (other (x) than Section 6.04(b), (y) investments in Permitted Joint Ventures or other similar joint ventures and (z) investments in Unrestricted Subsidiaries) within
15 months of receipt of such proceeds and (y) no Default or Event of Default shall have occurred and shall be continuing at the time of such receipt, such proceeds (but not to exceed the amount of Available Reinvestment Proceeds for any
Asset Sale) shall not constitute Net Cash Proceeds except to the extent not so used at the end of such 15-month period, at which time such proceeds shall be deemed to be Net Cash Proceeds; provided further
that if during such 15-month period Parent, the Borrower or a Subsidiary enters into a written agreement committing it to so apply all or a portion of such proceeds, such
15-month period will be extended with respect to the amount of proceeds for an additional six months, at which time such proceeds shall be deemed to be Net Cash Proceeds; (b) with respect to any issuance
or incurrence of Indebtedness (other than Indebtedness incurred pursuant to any Receivables Transaction), the cash proceeds thereof, net of all taxes and customary fees, commissions, costs and other expenses incurred in connection therewith; and
(c) with respect to any sale of Receivables in a Receivables Transaction, the initial cash proceeds thereof (and any subsequent cash proceeds therefrom to the extent resulting from an increase in the Receivables Transaction Amount above the
highest previous Receivables Transaction Amount balance), in each case received by the applicable originators net of all taxes and customary fees, commissions, costs and other expenses incurred in connection therewith. 

“New Loan Margin” shall have the meaning assigned to such term in Section 2.27. 

“New Term Loan” shall mean any Pari Passu Debt in the form of term loans secured by Liens on the Collateral having the
same priority as the Liens securing the Term Loans (but excluding, for the avoidance of doubt, any Incremental Term Loans), made to Parent or any of its subsidiaries, the proceeds of which will be used to finance, in whole or in part, one or more
Permitted Acquisitions. 

  
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 “New Term Loan OID” shall have the meaning assigned to such term in
Section 2.27. 
 “New Term Loan Yield Differential” shall have the meaning assigned to such term in
Section 2.27. 
 “Non-Significant Subsidiary” shall mean at any time,
any Subsidiary (a) which at such time has total assets book value (including the total assets book value of any subsidiaries of such Subsidiary), or for which the Borrower or any of the Subsidiaries shall have paid (including the assumption of
Indebtedness) in connection with the acquisition of Equity Interests or the total assets of such Subsidiary, less than $10,000,000 or (b) which does not and will not itself or through its subsidiaries own a Hospital or an interest in a Hospital
or manage or operate a Hospital and which is listed on Schedule 1.01(d) hereto (or on any updates to such Schedule subsequently furnished by the Borrower to the Administrative Agent) as a “Non-Significant
Subsidiary”, provided that the total assets of all Non-Significant Subsidiaries at any time does not exceed 5.0% of the total assets of Parent, the Borrower and the Subsidiaries on a consolidated
basis. 
 “Notice of Increase” shall have the meaning assigned to such term in Section 2.26(a). 

“NYFRB” shall mean the Federal Reserve Bank of New York. 

“NYFRB Rate” shall mean, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day
and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day,
the term “NYFRB Rate” shall mean the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it;
provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“Obligations” shall mean all obligations defined as “Bank Loan Obligations” in the Guarantee and Collateral
Agreement and the other Security Documents. 
 “OID” shall have the meaning assigned to such term in
Section 2.24(b). 
 “Original Credit Agreement” shall mean the Credit Agreement dated as of July 25, 2007,
among Parent, the Borrower, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch (formally known as Credit Suisse), as administrative agent and collateral agent. 

  
 31 







 “Other Junior Secured Debt” shall mean Indebtedness secured by Liens on
the Collateral having a priority junior to that of the Liens securing the Obligations (excluding, for the avoidance of doubt, the ABL Facility Loans). 

“Other Senior Secured Debt” shall mean Pari Passu Debt and Alternative Incremental Facility Indebtedness, in each case
secured by Liens on the Collateral having the same priority as the Liens securing the Obligations (excluding, for the avoidance of doubt, the ABL Facility Loans). 

“Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document. 

“Other Term A Loans” shall mean Other Term Loans (a) which amortize at a rate per annum of not less than
5.00% in each period of four consecutive fiscal quarters commencing on or after the funding of such Other Term Loans and ending on or prior to the applicable Incremental Term Loan Maturity Date and (b) which have a weighted average life to
maturity, when incurred, of five years or less. 
 “Other Term Loan Margin” shall have the meaning assigned to such
term in Section 2.24(b). 
 “Other Term Loan Reference Margin” shall have the meaning assigned to such term in
Section 2.24(b). 
 “Other Term Loans” shall have the meaning assigned to such term in Section 2.24(a).

 “Overnight Bank Funding Rate” shall mean, for any day, the rate comprised of both overnight federal funds and
overnight Eurodollar Borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business
Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate). 

“Pari Passu Debt” shall mean Indebtedness which (a) is issued, incurred, created, assumed or guaranteed by any
Loan Party, (b) is not an obligation of, or otherwise Guaranteed by, any Subsidiary of Parent that is not a Loan Party, (c) is not secured by any Lien on any asset of Parent, the Borrower or any Subsidiary other than any asset constituting
Collateral, (d) does not amortize at a rate per annum in excess of 1.00% during any period of four consecutive fiscal quarters commencing on or after the date such Pari Passu Debt is incurred by any Loan Party, (e) is subject to a Pari
Passu Intercreditor Agreement and (f) is issued, incurred, created or assumed (i) to finance, or otherwise in connection with, a Permitted Acquisition, (ii) in order to extend, renew, refinance or replace existing Pari Passu Debt,
provided that (A) the principal amount of such Pari Passu Debt is not increased (except by an amount not to exceed (1) the amount of unpaid accrued interest and premium on the existing Pari Passu Debt so extended,


  
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renewed, refinanced or replaced, plus (2) other reasonable amounts paid and fees and expenses incurred in connection with such extension, renewal, refinancing or replacement) and
(B) neither the final maturity nor the weighted average life to maturity of such Pari Passu Debt is decreased thereby or (iii) in order to obtain Net Cash Proceeds, 100% of which (if not used in the manner set forth in the foregoing
clauses (i) and (ii)) are used by the Borrower, not later than the fifth Business Day following the receipt thereof, to prepay outstanding Term Loans in the manner set forth in Section 2.13(g). 

“Pari Passu Debt Obligations” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

 “Pari Passu Intercreditor Agreement” shall mean any intercreditor agreement, collateral trust agreement or
similar agreement governing the relative priorities of the holders of the Obligations, on the one hand, and the holders of the Pari Passu Debt Obligations, on the other hand, provided that such agreement (a) contains terms that are not
less favorable to the holders of the Obligations than to the holders of the Pari Passu Debt Obligations, (b) provides for the Pari Passu Debt Obligations to be secured by Liens on the Collateral having the same priority as, or junior priority
to, the Liens securing the Obligations and (c) is otherwise on terms reasonably acceptable to the Administrative Agent and the Borrower. 

“Participant Register” shall have the meaning assigned to such term in Section 9.04(f). 

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity
performing similar functions. 
 “Permitted Acquisition” shall have the meaning assigned to such term in
Section 6.04(h). 
 “Permitted Additional Debt” of any Loan Party shall mean any unsecured Indebtedness of such
Loan Party or an unsecured or subordinated Guarantee of or by such Loan Party, in each case which (a) matures on or after, and requires no scheduled payments of principal prior to, the date that is
ninety-one (91) days after the Latest Term Loan Maturity Date in effect at the time such Indebtedness is incurred (which, in the case of bridge loans, shall be determined by reference to the loans or
notes into which such bridge loans are converted at maturity) (other than pursuant to customary offers to purchase upon a change of control, payments required to prevent any such Indebtedness from being treated as an “applicable high yield
discount obligation” within the meaning of Section 163(i)(1) of the Code, asset sale or event of loss and customary acceleration rights after an event of default), (b) contains no financial maintenance covenants unless such financial
maintenance covenants are added to this Agreement for the benefit of the Lenders hereunder and (c) to the extent the same is subordinated to any Indebtedness, is subordinate or junior in right of payment to the Obligations, pursuant to a
written agreement on terms customary for similar Indebtedness at the time of issuance. 

  
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 “Permitted Amendments” shall have the meaning assigned to such term in
Section 2.25(c). 
 “Permitted Capital Expenditure Amount” shall have the meaning assigned to such term in
Section 6.11. 
 “Permitted Interest Transfer” shall mean a sale, issuance or other transfer of securities of a
Subsidiary or of assets of any Subsidiary to a new Subsidiary, or sale, issuance or transfer of securities of a Subsidiary to another person if after such sale, issuance or other transfer, such Subsidiary shall meet the applicable requirements of
the definition of “Permitted Joint Venture Subsidiary”, “Non-Significant Subsidiary” or “Permitted Syndication Subsidiary”; provided that (a) the aggregate fair market
value (determined at the time of and after giving effect to any Permitted Interest Transfer) of all Permitted Interest Transfers made to, or in connection with the establishment of, a Permitted Joint Venture shall not exceed $1,000,000,000 and
(b) at the time of and after giving effect to any Permitted Interest Transfer the total book value of the assets, calculated as of the date of the applicable Permitted Interest Transfer, of all Subsidiaries (other than Loan Parties) that become
Permitted Joint Venture Subsidiaries or Permitted Syndication Subsidiaries after the Closing Date as a result of a Permitted Interest Transfer made after the Closing Date shall not exceed (i) 10% of the total book value of the assets of Parent, the
Borrower and the Subsidiaries on a consolidated basis, calculated as of the date of the applicable Permitted Interest Transfer, in the case of Permitted Joint Venture Subsidiaries, and (ii) 10% of the total book value of the assets of Parent, the
Borrower and the Subsidiaries on a consolidated basis, calculated as of the date of the applicable Permitted Interest Transfer, in the case of Permitted Syndication Subsidiaries. 

“Permitted Investments” shall mean: 

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of
America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof; 

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the
highest credit rating obtainable from S&P or from Moody’s; 
 (c) investments in certificates of deposit, banker’s acceptances
and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent or any domestic office of any commercial bank
organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000; 

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and
entered into with a financial institution satisfying the criteria of clause (c) above; 

  
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 (e) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above; and 

(f) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in
investments of a type analogous to the foregoing. 
 “Permitted Joint Venture Subsidiary” shall mean a partially
owned Subsidiary pursuant to which the Borrower or such Subsidiary conducts a Permitted Joint Venture. 
 “Permitted Joint
Ventures” shall mean (a) acquisitions (by merger, purchase, lease (including any lease that contains upfront payments or buy out options) or otherwise), not constituting Permitted Acquisitions, by Parent, the Borrower or any of the
Subsidiaries of interests in any of the assets of, or shares of the capital stock of or other Equity Interests in, a person or division or line of business of any person engaged in the same business as the Borrower and the Subsidiaries or in a
related business, (b) sales, issuances or other transfers of securities of a Subsidiary to a person other than a Loan Party if after such sale, issuance or other transfer, such Subsidiary shall meet the applicable requirements of the definition
of “Permitted Joint Venture Subsidiary” or (c) other investments in and loans and advances to Permitted Joint Venture Subsidiaries; provided that (x) no Default or Event of Default shall have occurred and be continuing and
(y) except for the Permitted Joint Ventures listed on Schedule 1.01(e), to the extent the aggregate value of the investments, loans and advances made by Parent, the Borrower and the Subsidiaries in (including assets transferred to) any
Permitted Joint Venture, in each case, measured as of the date of each such investment, loan or advance (net of any repayments or return of capital in respect thereof actually received in cash by Parent, the Borrower or the Subsidiaries (net of
applicable Taxes) after the Closing Date) (the “Net Investment Amount”), when added to the aggregate Net Investment Amounts of all Permitted Joint Ventures consummated after the Third Restatement Effective Date, would exceed
$1,000,000,000, the Secured Net Leverage Ratio Condition would be satisfied. 
 “Permitted Receivables Transaction”
shall have the meaning assigned to such term in Section 6.05(b). 
 “Permitted Syndication Subsidiary” shall
mean a partially owned Subsidiary of the Borrower which, after giving effect to a Permitted Syndication Transaction, owns, leases or operates the Hospital which is the subject of such Permitted Syndication Transaction. 

“Permitted Syndication Transaction” shall have the meaning assigned to such term in Section 6.05(b). 

“Permitted Syndication Transaction Partner” shall mean one or more persons (other than Parent, the Borrower or any
Subsidiary) that owns a minority interest in a Permitted Syndication Subsidiary. 

  
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 “person” shall mean any natural person, corporation, business trust,
joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity. 

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, sponsored, maintained or contributed to by the Borrower or any ERISA Affiliate. 

“Platform” shall have the meaning assigned to such term in Section 9.01. 

“Practice Guarantees” shall mean admitting physician practice guarantees pursuant to which Parent, the Borrower or any
of the Subsidiaries guarantees to pay an admitting physician on the medical staff of a Hospital the difference between such admitting physician’s monthly net revenue from professional fees and a minimum monthly guaranteed amount. 

“Prime Rate” shall mean the rate of interest per annum determined from time to time by Credit Suisse AG, Cayman
Islands Branch as its prime rate in effect at its principal office in New York City and notified to the Borrower. 
 “Pro
Rata Percentage” of any Revolving Credit Lender at any time shall mean the percentage of the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment. In the event the Revolving Credit Commitments
shall have expired or been terminated, the Pro Rata Percentages shall be determined on the basis of the Revolving Credit Commitments most recently in effect, giving effect to any subsequent assignments. 

“PTE” shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such
exemption may be amended from time to time. 
 “Public Lender” shall have the meaning assigned to such term in
Section 9.01. 
 “Qualified Capital Stock” of any person shall mean any Equity Interest of such person that is
not Disqualified Stock. 
 “Receivables” shall mean a right to receive payment arising from a sale or lease of goods
or the performance of services by a person pursuant to an arrangement with another person by which such other person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit, and all
proceeds thereof and rights (contractual or other) and collateral related thereto, and shall include, in any event, any items of property that would be classified as accounts receivable on the balance sheet of the Borrower or any of the Subsidiaries
prepared in accordance with GAAP or an “account”, “chattel paper”, an “instrument”, a “general intangible” or a “payment intangible” under the Uniform Commercial Code as in effect in the State of New
York and any “supporting obligations” or “proceeds” (as so defined) of any such items. 

  
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 “Receivables Transaction” shall mean, with respect to the Borrower and/or
any of the Subsidiaries, any transaction or series of transactions of sales, factoring or securitizations involving Receivables pursuant to which the Borrower or any Subsidiary may sell, convey or otherwise transfer to a Securitization Subsidiary or
any other person, and may grant a corresponding security interest in, any Receivables (whether now existing or arising in the future) of the Borrower or any Subsidiary, and any assets related thereto including collateral securing such Receivables,
contracts and all Guarantees or other obligations in respect of such Receivables, the proceeds of such Receivables and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection
with sales, factoring or securitizations involving Receivables. 
 “Receivables Transaction Amount” shall mean
(a) in the case of any Receivables securitization (but excluding any sale or factoring of Receivables), the amount of obligations outstanding under the legal documents entered into as part of such Receivables securitization on any date of
determination that would be characterized as principal if such Receivables securitization were structured as a secured lending transaction rather than as a purchase and (b) in the case of any sale or factoring of Receivables, the cash purchase
price paid by the buyer in connection with its purchase of Receivables (including any bills of exchange) less the amount of collections received in respect of such Receivables and paid to such buyer, excluding any amounts applied to purchase fees or
discount or in the nature of interest, in each case as determined in good faith and in a consistent and commercially reasonable manner by the Borrower (provided that if such method of calculation is not applicable to such sale or factoring of
Receivables, the amount of Receivables Transaction Amount associated therewith shall be determined in a manner mutually acceptable to the Borrower and the Administrative Agent). 

“Received Exercise Proceeds Amount” shall mean, as at any date of determination, an amount equal to (a) the
aggregate net cash proceeds received by the Borrower in respect of any issuance of Equity Interests to employees or directors after the Closing Date, including payments in connection with the exercise of stock options, minus (b) the
aggregate amount of all Restricted Payments made in reliance on Section 6.06(a)(viii) prior to such date. 
 “Reference
Margin” shall have the meaning assigned to such term in Section 2.27. 
 “Register” shall have the
meaning assigned to such term in Section 9.04(d). 
 “Regulation T” shall mean Regulation T of the Board
as from time to time in effect and all official rulings and interpretations thereunder or thereof. 
 “Regulation U”
shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof. 

  
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 “Regulation X” shall mean
Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof. 

“Related Parties” shall mean, with respect to any specified person, such person’s Affiliates and the respective
directors, trustees, officers, employees, agents and advisors of such person and such person’s Affiliates. 

“Release” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge,
dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture. 

“Repayment Date” shall mean a 2019 Term G Loan Repayment Date, a 2021 Term H Loan Repayment Date or an Incremental
Term Loan Repayment Date. 
 “Replacement Capital Expenditures” shall mean Capital Expenditures on or after the
Closing Date made in connection with (i) the replacement of a Hospital as required by the agreements pursuant to which such Hospital, or the entity owning such Hospital, was acquired by the Borrower or any of the Subsidiaries from a
third-party, whether pursuant to such agreement existing as of the Closing Date or entered into thereafter or (ii) the replacement of the Hospitals (owned, leased or operated by the Borrower or any of the Subsidiaries or in which the Borrower
or any of the Subsidiaries owns an Equity Interest as of the Closing Date) in Birmingham, Alabama and Barstow, California. 

“Replacement Revolving Credit Facility” shall have the meaning assigned to such term in Section 2.25(d). 

“Required Covenant Lenders” shall mean, at any time, Lenders having Other Term A Loans, Revolving Loans, L/C Exposure
and unused Revolving Credit Commitments representing more than 50% of the sum of all Other Term A Loans, Revolving Loans, L/C Exposure and unused Revolving Credit Commitments at such time; provided that the Revolving Loans, L/C Exposure and
unused Revolving Credit Commitments of any Defaulting Lender shall be disregarded in the determination of the Required Covenant Lenders at any time; provided further, that if at any time the aggregate amount of (x) all Incremental Term
Loan Commitments established after the Fourth Restatement Effective Date pursuant to Section 2.24 in respect of Other Term A Loans plus (y) all Revolving Credit Commitment Increases effected after the Fourth Restatement Effective Date
pursuant to Section 2.26 shall exceed $400,000,000 in the aggregate, any amendment or waiver hereunder that (X) requires the consent of the Required Covenant Lenders and (Y) eliminates the financial covenant set forth in
Section 6.11 or 6.13, increases the ratios or levels set forth therein or otherwise would render the provisions of Section 6.11 or 6.13 materially less restrictive, shall also require the consent of Lenders having Revolving Loans, L/C
Exposure and unused Revolving Credit Commitments representing more than 50% of the sum of all Revolving Loans, L/C Exposure and unused Revolving Credit Commitments at such time (which, for purposes of this proviso, shall be determined excluding all
Revolving Credit Commitment Increases effected after the Fourth Restatement Effective Date pursuant to Section 2.26). 

  
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 “Required Lenders” shall mean, at any time, Lenders having Loans, L/C
Exposure and unused Revolving Credit Commitments and Term Loan Commitments representing more than 50% of the sum of all Loans outstanding, L/C Exposure, unused Revolving Credit Commitments and Term Loan Commitments at such time; provided that
the Revolving Loans, L/C Exposure and unused Revolving Credit Commitments of any Defaulting Lender shall be disregarded in the determination of the Required Lenders at any time. 

“Responsible Officer” of any person shall mean any executive officer, executive vice president or Financial Officer of
such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement. 

“Restricted Indebtedness” shall mean Indebtedness of Parent, the Borrower or any Subsidiary, the payment, prepayment,
repurchase or defeasance of which is restricted under Section 6.09(b). 
 “Restricted Payment” shall mean any
dividend or other distribution (whether in cash, securities or other property (other than Qualified Capital Stock of the person making such dividend or distribution)) with respect to any Equity Interests in Parent, the Borrower or any Subsidiary, or
any payment (whether in cash, securities or other property (other than Qualified Capital Stock of the person making such dividend or distribution)), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any Equity Interests in Parent, the Borrower or any Subsidiary (other than, in each case, capital contributions to, or the purchase of Equity Interests in, any Subsidiary). 

“Revolving Accession Agreement” shall have the meaning assigned to such term in Section 2.26(a). 

“Revolving Credit Borrowing” shall mean a Borrowing comprised of Revolving Loans. 

“Revolving Credit Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving
Loans hereunder (and to acquire participations in Letters of Credit as provided for herein) as set forth on Schedule I to the Fourth Amendment and Restatement Agreement or in the Assignment and Acceptance pursuant to which such Lender assumed
its Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.26 and (c) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. 
 “Revolving Credit Commitment Fee”
shall have the meaning assigned to such term in Section 2.05(a). 
 “Revolving Credit Commitment Fee Rate”
shall have the meaning assigned to such term in the definition of the term “Applicable Percentage”. 

  
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 “Revolving Credit Commitment Increase” shall have the meaning assigned to
such term in Section 2.26(a). 
 “Revolving Credit Commitment Increase Amendment” shall have the meaning
assigned to such term in Section 2.26(a). 
 “Revolving Credit Exposure” shall mean, with respect to any Lender
at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s L/C Exposure. 

“Revolving Credit Lender” shall mean a Lender with a Revolving Credit Commitment or an outstanding Revolving Loan.

 “Revolving Credit Maturity Date” shall mean January 27, 2021; provided that if on any date
prior to January 27, 2021 (any such date, a “Revolving Credit Reference Date”), an aggregate principal amount in excess of $250,000,000 of (u) 2019 Notes, (v) 2019 Term G Loans, (w) 2020 Notes, (x) 2021 Term H Loans
and (y) any Indebtedness (“Refinanced Indebtedness”) incurred to refinance or otherwise extend the maturity date of 2019 Notes, 2019 Term G Loans, 2020 Notes, 2021 Term H Loans, or other Refinanced Indebtedness, is
outstanding and scheduled to mature or similarly become due on or prior to the date that is ninety-one (91) days after the Revolving Credit Reference Date, the “Revolving Credit Maturity
Date” shall instead be the Revolving Credit Reference Date; provided further, that, in each case, if any such day is not a Business Day, the Revolving Credit Maturity Date shall be the Business Day immediately preceding such day.
“Revolving Loans” shall mean the revolving loans made by the Lenders to the Borrower pursuant to Section 2.01(b). 

“S&P” shall mean Standard & Poor’s Ratings Service, or any successor thereto. 

“SEC” shall mean the U.S. Securities and Exchange Commission or any Governmental Authority succeeding to any or all of
its functions. 
 “Second Amendment and Restatement Agreement” shall mean the Second Amendment and Restatement
Agreement dated February 2, 2012, among Parent, the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent. 

“Secured Net Leverage Ratio” shall mean, on any date, the ratio of (a) (i) Total Secured Debt minus
(ii) the aggregate amount of unrestricted cash, cash equivalents and Permitted Investments that is included on the consolidated balance sheet of Parent, the Borrower and the Subsidiaries on such date, to (b) Consolidated EBITDA for the
period of four consecutive fiscal quarters most recently ended on or prior to such date for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.04(a) or (b). In any period of four consecutive
fiscal quarters in which any Permitted Acquisition or any Significant Asset Sale occurs, the Secured Net Leverage Ratio shall be determined on a pro forma basis in accordance with Section 1.03. 

  
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 “Secured Net Leverage Ratio Condition” shall mean, on any date, after
giving pro forma effect to any Specified Transaction to occur on such date as contemplated by Section 1.03, that the Secured Net Leverage Ratio shall not be greater than 4.00 to 1.0. 

“Secured Parties” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement. 

“Securitization Subsidiary” shall mean any special purpose Subsidiary that acquires Receivables generated by the
Borrower or any of the Subsidiaries and that engages in no operations or activities other than those related to a Permitted Receivables Transaction. 

“Security Documents” shall mean the Mortgages, the Guarantee and Collateral Agreement and each of the security
agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.12 or 9.20. 

“Senior Note Indenture” shall mean each indenture under which Senior Notes are issued, as the same may be amended,
restated, substituted, replaced, refinanced, supplemented or otherwise modified from time to time in accordance with Section 6.01(a). 

“Senior Notes” shall mean the 2019 Notes, the 2020 Notes, the 2021 Notes, the 2022 Notes and the 2023 Notes, in each
case, as the same may be amended, restated, substituted, replaced, refinanced, supplemented or otherwise modified from time to time in accordance with Section 6.01(a). 

“Shared Collateral Agent” shall have the meaning assigned to such term in Section 9.20. 

“Significant Asset Sale” shall mean the sale, transfer, lease or other disposition by Parent, the Borrower or any
Subsidiary to any person other than the Borrower or a Subsidiary Guarantor of all or substantially all of the assets of, or a majority of the Equity Interests in, a person, or a division or line of business or other business unit of a person. 

“SPC” shall have the meaning assigned to such term in Section 9.04(i). 

“Specified Representations” shall mean the representations and warranties made in Sections 3.01, 3.02(a) and (b)(i)(A)
and (B) (with respect to the Loan Documents), 3.03, 3.11, 3.12, 3.19, 3.22 and 3.23. 
 “Specified Transaction”
shall mean (a) the consummation of a Permitted Acquisition or other acquisition permitted pursuant to Section 6.04, (b) the investment in a Permitted Joint Venture or an Unrestricted Subsidiary or (c) the incurrence or assumption
of Indebtedness pursuant to Section 6.01(m) or (v) and the use of proceeds thereof. 

  
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 “Spinout Subsidiary” shall mean an Unrestricted Subsidiary that is formed
for the purpose of acquiring property of Parent, the Borrower or any Subsidiary in connection with a Spinout Transaction. 

“Spinout Transaction” shall mean, collectively, any series or combination of contributions, distributions and/or other
transfers by Parent, the Borrower and/or any Subsidiary of property (including Equity Interests) owned by it to any Spinout Subsidiary (or to a Subsidiary in contemplation of the further contribution, distribution or other transfer of such property
to any Spinout Subsidiary) and the ultimate distribution of the Equity Interests of an Ultimate Spinout Subsidiary to the equity holders of Parent; provided that (i) the aggregate Consolidated EBITDA attributable to all such property
(including Equity Interests) so contributed, distributed or transferred (determined for each such contribution, distribution or other transfer at the time thereof and for the period of four consecutive fiscal quarters most recently ended on or prior
to the date of the relevant contribution, distribution or other transfer for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.04(a) or (b)) shall not exceed in the aggregate for all such
contributions, distributions and other transfers 15.0% of Consolidated EBITDA of Parent, the Borrower and the Subsidiaries for such period and (ii) after giving effect to such Spinout Transaction and the repayment of any Indebtedness in
connection therewith, the Secured Net Leverage Ratio calculated on a pro forma basis shall not exceed the lesser of (x) 3.75 to 1.00 and (y) the Secured Net Leverage Ratio immediately prior to giving effect to such Spinout Transaction. 

“Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority,
domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board).
Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“subsidiary” shall mean, as to any person, a corporation, partnership or other entity of which Equity Interests having
ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time
owned, directly or indirectly, or the management of which is otherwise Controlled, directly or indirectly, or both, by such person. 

“Subsidiary” shall mean any subsidiary of the Borrower; provided, however, that Unrestricted
Subsidiaries shall be deemed not to be Subsidiaries for any purpose of this Agreement or the other Loan Documents. 

  
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 “Subsidiary Guarantor” shall mean each Subsidiary listed on
Schedule 1.01(b), and each other Subsidiary that is or becomes a party to the Guarantee and Collateral Agreement pursuant to Section 5.12 (it being understood and agreed that no (i) Foreign Subsidiary,
(ii) Non-Significant Subsidiary, (iii) Permitted Syndication Subsidiary, (iv) Securitization Subsidiary, (v) Captive Insurance Subsidiary, (vi) Permitted Joint Venture Subsidiary or
(vii) Subsidiary listed on Schedule 1.01(f), shall, in any case, be required to enter into the Guarantee and Collateral Agreement pursuant to Section 5.12, unless the Borrower elects to make any such Permitted Joint Venture Subsidiary a
Subsidiary Guarantor). 
 “Syndication Proceeds” shall have the meaning assigned to such term in
Section 6.05(b). 
 “Syndication Transaction” shall mean a transaction (or series of transactions) whereby the
Borrower or a Subsidiary sells, transfers or otherwise disposes of part, but not all, of its interest in a Subsidiary that owns, leases or operates a Hospital to one or more third parties or of its interest in a Hospital to a partially owned
Subsidiary. 
 “Synthetic Lease” shall mean, as to any person, any lease (including leases that may be terminated by
the lessee at any time) of any property (whether real, personal or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S.
federal income tax purposes, other than any such lease under which such person is the lessor. 
 “Synthetic Lease
Obligations” shall mean, as to any person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such person in accordance with GAAP if such
obligations were accounted for as Capital Lease Obligations. 
 “Synthetic Purchase Agreement” shall mean any swap,
derivative or other agreement or combination of agreements pursuant to which Parent, the Borrower or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a person other than
Parent, the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is
determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of
Parent, the Borrower or the Subsidiaries (or to their heirs and estates) shall be deemed to be a Synthetic Purchase Agreement. 

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings
imposed by any Governmental Authority. 
 “Term Borrowing” shall mean a Borrowing comprised of 2019 Term G Loans,
2021 Term H Loans or Incremental Term Loans. 

  
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 “Term G Extension Fee” shall have the meaning assigned to such
term in Section 2.25(c). 
 “Term H Extension Fee” shall have the meaning assigned to such term in
Section 2.25(c). 
 “Term H Loan Reference Margin” shall have the meaning assigned to such term in
Section 2.25(c). 
 “Term Lender” shall mean a Lender with a Term Loan Commitment or an outstanding Term Loan.

 “Term Loan Commitments” shall mean any Incremental Term Loan Commitments. 

“Term Loans” shall mean the 2019 Term G Loans and the 2021 Term H Loans. Unless the context shall otherwise require,
the term “Term Loans” shall include any Incremental Term Loans. 
 “Third Amendment and Restatement
Agreement” shall mean the Third Amendment and Restatement Agreement dated as of January 27, 2014, among Parent, the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent. 

“Third Restatement Effective Date” shall have the meaning assigned to such term in the Third Amendment and Restatement
Agreement. 
 “Total Assets” shall mean, as of any date, the total consolidated assets of Parent and its
Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of Parent and its Subsidiaries, determined on a pro forma basis in accordance with Section 1.03. 

“Total Debt” shall mean, at any time, (a) the total Indebtedness of Parent, the Borrower and the Subsidiaries at
such time (excluding (i) Indebtedness of the type described in clause (h) of the definition of such term or under performance or surety bonds, in each case except to the extent of any unreimbursed drawings thereunder and
(ii) Indebtedness of the type described in clauses (c), (d), (e), (i), (j) and (k) of the definition of such term) minus (b) the aggregate amount of unrestricted cash, cash equivalents and Permitted Investments that is included
on the consolidated balance sheet of Parent, the Borrower and the Subsidiaries at such time. 
 “Total Revolving Credit
Commitment” shall mean, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect at such time. As of the Fourth Restatement Effective Date, the Total Revolving Credit Commitment is $650,000,000 (which
Revolving Credit Commitments will be reduced upon the effectiveness of the ABL Facility Credit Agreement, as provided in the Fourth Amendment and Restatement Agreement). 

  
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 “Total Secured Debt” shall mean, at any time
the total Indebtedness of Parent, the Borrower and the Subsidiaries at such time (excluding (i) Indebtedness of the type described in clause (h) of the definition of such term or under performance or surety bonds, in each case except to
the extent of any unreimbursed drawings thereunder and (ii) Indebtedness of the type described in clauses (c), (d), (e), (i), (j) and (k) of the definition of such term) that is secured by Liens on any property or asset of Parent, the
Borrower and the Subsidiaries at such time. 
 “Transactions” shall have the meaning assigned to such term in the
Original Credit Agreement. 
 “Triad” shall mean Triad Healthcare Corporation (f/k/a Triad Hospitals, Inc.), a
Delaware corporation and a wholly owned Subsidiary of the Borrower. 
 “Type”, when used in respect of any Loan or
Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall mean the Adjusted LIBO Rate and the Alternate
Base Rate. 
 “Ultimate Spinout Subsidiary” shall mean a Spinout Subsidiary or other Subsidiary the Equity Interests
of which are (or are intended to be, as the context may require) distributed to the equity holders of Parent. 
 “Unrestricted
Subsidiary” shall mean any Subsidiary organized or acquired directly or indirectly by Parent after the Closing Date that Parent designates as an “Unrestricted Subsidiary” by written notice to the Administrative Agent. No
Unrestricted Subsidiary may own any Equity Interests of a Subsidiary; provided that, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Parent may redesignate any Unrestricted Subsidiary
as a “Subsidiary” by written notice to the Administrative Agent and by complying with the applicable provisions of Section 5.12. 

“USA PATRIOT Act” shall mean The Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)). 

“Voluntary Prepayment” shall mean a prepayment of principal of Term Loans pursuant to Section 2.12 in any year to
the extent that such prepayment reduces the scheduled installments of principal due in respect of Term Loans in any subsequent year. 

“wholly owned Subsidiary” of any person shall mean a subsidiary of such person of which securities (except for
directors’ qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, Controlled or held by such person or one or more wholly owned Subsidiaries of such
person or by such person and one or more wholly owned Subsidiaries of such person. 

  
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 “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 

“Withholding Agent” shall mean any Loan Party or the Administrative Agent. 

“Write-Down and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and
conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which Write-Down and Conversion Powers are described in the EU Bail-In Legislation Schedule. 
 “Yield Differential” shall have the meaning
assigned to such term in Section 2.24(b). 
 SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and
“property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles,
Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference
in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in
GAAP occurring after the date of this Agreement on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI or any related definition for such purpose), then the
Borrower’s compliance with such covenant shall at all times be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a
manner satisfactory to the Borrower and the Required Lenders. 
 SECTION 1.03. Pro Forma Calculations. With respect to any
period of four consecutive fiscal quarters during which any Permitted Acquisition, other acquisition permitted pursuant to Section 6.04, Significant Asset Sale or Spinout Transaction occurs, each of the Leverage Ratio, the Secured Net Leverage
Ratio, the First Lien Net Leverage Ratio and, without duplication, Consolidated EBITDA (other than for purposes of determining the Interest Coverage Ratio) and Total Assets, shall, for all purposes set forth herein, be calculated with respect to
such period on a pro forma basis after giving effect 

  
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to such Permitted Acquisition, acquisition, Significant Asset Sale, Transaction or Spinout Transaction (and any related repayment of Indebtedness) (including, without duplication, (a) all
pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, (b) pro forma adjustments for designation of any Subsidiary as an
Unrestricted Subsidiary and any Unrestricted Subsidiary as a Subsidiary in accordance with the definition of “Unrestricted Subsidiary” (a “Subsidiary Designation”), and (c) pro forma adjustments for cost
savings and synergies (net of continuing associated expenses) to the extent such cost savings and synergies are reasonably identifiable, reasonably supportable, are expected to have a continuing impact and have been realized or are reasonably
expected to be realized within 12 months following any such Permitted Acquisition or acquisition (which cost savings and synergies shall be calculated on a pro forma basis as though they had been realized on the first day of such period);
provided that at the election of Parent, such pro forma adjustment shall not be required to be determined for any Permitted Acquisition or other acquisition if the aggregate consideration paid in connection with such acquisition is less than
$100,000,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of Parent), assuming, for purposes of making such calculations, such Permitted Acquisition, Subsidiary
Designation, acquisition permitted pursuant to Section 6.04, Significant Asset Sale or Spinout Transaction (and related repayment of Indebtedness), and any other Permitted Acquisitions, Significant Asset Sales and Spinout Transactions (and
related repayment of Indebtedness) that have been consummated during the period, had been consummated on the first day of such period; provided, further, that the aggregate amount added to or included in Consolidated EBITDA above in
respect of synergies for any period of four consecutive fiscal quarters shall not exceed an amount equal to 10% of Consolidated EBITDA, calculated on a pro forma basis in accordance with this Section 1.03 after giving effect to such addition
and any other prior additions in respect of such period pursuant to this Section 1.03. In addition, solely for purposes of determining whether a Specified Transaction is permitted hereunder (including whether such Specified Transaction would
result in a Default or Event of Default and whether the Secured Net Leverage Ratio Condition would be met), the Secured Net Leverage Ratio shall be calculated on a pro forma basis as provided in the preceding sentence. 

SECTION 1.04. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by
Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class
(e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”). 

SECTION 1.05. Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no
Guarantee by any Loan Party under any Loan Document shall include a Guarantee of any Obligation that, as to such Loan Party, is an Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Obligation that, as to such
Loan Party, is an Excluded Swap Obligation. In the event that any payment is made by, or any collection is realized from, any Loan Party as to which any Obligations are Excluded Swap Obligations, or from any Collateral


  
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provided by such Loan Party, the proceeds thereof shall be applied to pay the Obligations of such Loan Party as otherwise provided herein without giving effect to such Excluded Swap Obligations
and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be
deemed so to provide. 
 (b) The following terms shall for purposes of this Section 1.05 have the meanings set forth below: 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § et seq.), as amended from time
to time, and any successor statute. 
 “Excluded Swap Obligation” means, with respect to Guarantor, any Swap
Obligation if, and to the extent that, the Guarantee by such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any
rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act at the time the Guarantee of such Guarantor becomes effective with respect to such related Swap Obligation. 

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding
$10,000,000 or that otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder at the time such Swap Obligation is incurred (including as a result of any agreement in
the Guarantee and Collateral Agreement or any other Guarantee or other support agreement in respect of the obligations of such Subsidiary Guarantor by the Borrower or another person that constitutes an “eligible contract participant”).

 “Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement,
contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. 

ARTICLE II 
 The Credits

 SECTION 2.01. Commitments. 

(a) Term Loans. The Borrower and the Term Lenders acknowledge the making of 2019 Term G Loans and 2021 Term H Loans pursuant to the
Incremental Term Loan Assumption Agreement dated as of May 18, 2015. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. 

  
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 (b) The Revolving Credit Commitments. Subject to the terms and conditions and relying upon
the representations and warranties herein set forth, each Revolving Credit Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time after the Third Restatement Effective Date, and
until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result
in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment. Within the limits set forth in the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower
may borrow, pay or prepay and reborrow Revolving Loans. 
 (c) The Incremental Term Loan Commitments. Subject to the terms and
conditions and relying upon the representations and warranties set forth herein and in the applicable Incremental Term Loan Assumption Agreement, each Lender having an Incremental Term Loan Commitment agrees, severally and not jointly, to make
Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. 

SECTION 2.02. Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no
Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Loans deemed made pursuant to Section 2.02(f), the Loans comprising any Borrowing shall be in an aggregate
principal amount that is (i) an integral multiple of $1,000,000 and not less than $3,000,000 (except, with respect to any Incremental Term Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or
(ii) equal to the remaining available balance of the applicable Commitments. 
 (b) Subject to Sections 2.02(f), 2.08 and 2.15,
each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at
the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than fifteen Eurodollar Borrowings outstanding hereunder at any time. For purposes of the
foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. 

(c) Except with respect to Loans made pursuant to Section 2.02(f), each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds to such account in New York City 

  
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as the Administrative Agent may designate not later than 1:00 p.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by
the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. 

(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with
paragraph (c) above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that
such Lender shall not have made such portion available to the Administrative Agent, such Lender agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such
amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at a rate determined by the Administrative Agent to represent its cost of overnight or
short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall not repay to the Administrative Agent such corresponding amount within three Business Days after demand by
the Administrative Agent, then the Administrative Agent shall be entitled to recover such amount with interest thereon at the rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing, on demand, from
the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. 

(e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Revolving Credit Borrowing if the
Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date. 
 (f) If the Issuing Bank shall not have
received from the Borrower the payment required to be made by Section 2.23(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will
promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m.,
New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day),
an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (it being understood that (i) if the conditions precedent to borrowing set forth in Sections 4.01(b) and (c) have been satisfied, such amount shall be
deemed to constitute an ABR Revolving Loan of such Lender and, to the extent of such payment, the obligations of the Borrower in respect of such L/C 

  
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Disbursement shall be discharged and replaced with the resulting ABR Revolving Credit Borrowing, and (ii) if such conditions precedent to borrowing have not been satisfied, then any such
amount paid by any Revolving Credit Lender shall not constitute a Loan and shall not relieve the Borrower from its obligation to reimburse such L/C Disbursement), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received
by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.23(e) prior to the time that any Revolving Credit Lender makes any
payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing
Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay
interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at
(i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and
for each day thereafter, the Alternate Base Rate. 
 SECTION 2.03. Borrowing Procedure. In order to request a Borrowing (other
than a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later
than 12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the day of a proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then
being requested is to be a 2019 Term G Borrowing, a 2021 Term H Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such
Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest
Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to
the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have
selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of
the requested Borrowing. 

  
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 SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the principal amount of each Term Loan of such Lender as provided in Section 2.11 and (ii) the then unpaid principal amount of each
Revolving Loan of such Lender on the Revolving Credit Maturity Date. 
 (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under
this Agreement. 
 (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made
hereunder, the Class and Type thereof and, if applicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof. 

(d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the
existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of
the Borrower to repay the Loans in accordance with their terms. 
 (e) Any Lender may request that Loans made by it hereunder be evidenced by
a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form and substance reasonably acceptable to the Administrative Agent and the
Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the interests represented by such note shall at all times (including after any assignment of all or part of
such interests pursuant to Section 9.04) be represented by one or more promissory notes payable to the payee named therein or its registered assigns. 

SECTION 2.05. Fees. (a) The Borrower agrees to pay to each Revolving Credit Lender, through the Administrative Agent, on
the last Business Day of March, June, September and December in each year and on each date on which any Revolving Credit Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a
“Revolving Credit Commitment Fee”) equal to the Revolving Credit Commitment Fee Rate per annum on the daily unused amount of the Revolving Credit Commitment of such Lender during the preceding
quarter (or other period ending with the Revolving Credit Maturity Date, or the date on which the Revolving Credit Commitments of such Lender shall expire or be terminated). All Commitment Fees shall be computed on the basis of the actual number of
days elapsed in a year of 360 days. 

  
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 (b) The Borrower agrees to pay to the Administrative Agent, for its own account, the
administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”). 

(c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March,
June, September and December of each year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro
Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period ending with the Revolving Credit Maturity Date, or the date on which
all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on
Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the
Issuing Bank (the “Issuing Bank Fees”); provided that each such fronting fee charged from time to time shall not exceed 0.25% per annum of the aggregate undrawn face amount of the then outstanding Letters of Credit.
All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. 

(d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as
appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances. 

SECTION 2.06. Interest on Loans. (a) Subject to the provisions of Section 2.07, the Loans comprising each
ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of
360 days at all other times and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to
time. 
 (b) Subject to the provisions of Section 2.07, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on
the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time. 

(c) Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan except as otherwise provided in this
Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent
manifest error. 

  
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 SECTION 2.07. Default Interest. If the Borrower shall default in the payment of any
principal of or interest on any Loan or any other amount due hereunder, by acceleration or otherwise, or under any other Loan Document, then, until such defaulted amount shall have been paid in full, to the extent permitted by law, such defaulted
amount shall bear interest (after as well as before judgment), payable on demand, (a) in the case of principal, at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum and (b) in all other cases, at
a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate and over a year of 360 days at all other times) equal to the rate that
would be applicable to an ABR Loan of the applicable Class plus 2.00% per annum. 
 SECTION 2.08. Alternate Rate of
Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal
amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Lender of making or
maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such
determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by
the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest
error. 
 SECTION 2.09. Termination and Reduction of Commitments. (a) The Incremental Term Loan Commitments shall
terminate as provided in the related Incremental Term Loan Assumption Agreement. The Revolving Credit Commitments shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to
occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 10 Business Days prior to the Revolving Credit Maturity Date. 

(b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, the Borrower may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Revolving Credit Commitments shall be in an integral multiple of
$1,000,000 and in a minimum amount of $3,000,000, and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Revolving Credit Exposure at the time. Each notice delivered by the Borrower
pursuant to this Section 2.09 shall be irrevocable; provided that a notice of 

  
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termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar
agreements or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 

(c) Each reduction in the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective
applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued
to but excluding the date of such termination or reduction. 
 SECTION 2.10. Conversion and Continuation of Borrowings. The
Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (a) not later than 11:00 a.m., New York City time, on the date of conversion, to convert any Eurodollar Borrowing into an ABR Borrowing,
(b) not later than 12:00 (noon), New York City time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an
additional Interest Period, and (c) not later than 12:00 (noon), New York City time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurodollar Borrowing to another permissible Interest Period,
subject in each case to the following: 
 (i) each conversion or continuation shall be made pro rata among the Lenders in
accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing; 
 (ii) if
less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum
number of Borrowings of the relevant Type; 
 (iii) each conversion shall be effected by each Lender and the Administrative
Agent by recording for the account of such Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any
Eurodollar Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion; 
 (iv) if any
Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16; 

(v) any portion of a Borrowing of any Loans maturing or required to be repaid in less than one month may not be converted into
or continued as a Eurodollar Borrowing; 

  
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 (vi) any portion of a Eurodollar Borrowing that cannot be converted into or
continued as a Eurodollar Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Borrowing; 

(vii) no Interest Period may be selected for any Eurodollar Term Borrowing that would end later than a Repayment Date occurring
on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (A) the Eurodollar Term Borrowings comprised of 2019 Term G Loans, 2021 Term H Loans or Other Term Loans, as
applicable, with Interest Periods ending on or prior to such Repayment Date and (B) the ABR Term Borrowings comprised of 2019 Term G Loans, 2021 Term H Loans or Other Term Loans, as applicable, would not be at least equal to the principal
amount of Term Borrowings to be paid on such Repayment Date; and 
 (viii) upon notice to the Borrower from the
Administrative Agent given at the request of the Required Lenders, after the occurrence and during the continuance of a Default or Event of Default, no outstanding Loan may be converted into, or continued as, a Eurodollar Loan. 

Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and
amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion,
the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice
with respect to any conversion to or continuation as a Eurodollar Borrowing, then, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise the Lenders of any notice given
pursuant to this Section 2.10 and of each Lender’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest
Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof),
automatically be continued into an ABR Borrowing. 
 SECTION 2.11. Repayment of Term Borrowings. (a) (i) The Borrower
shall pay to the Administrative Agent, for the account of the 2019 Term G Lenders, on the last Business Day of each March, June, September and December, commencing with the last Business Day of September 2015 (each such date being called a
“2019 Term G Loan Repayment Date”), or if any such date is not a Business Day, on the next succeeding Business Day, a principal amount of the 2019 Term G Loans (as adjusted from time to time pursuant to Sections
2.12, 2.13(g) and 2.24(d)) equal to 0.25% of the aggregate principal amount of the 2019 Term G Loans outstanding on the effective date of the Incremental Term Loan Assumption Agreement dated as of May 18, 2015, together with accrued and unpaid
interest on the principal amount to be paid to but excluding the date of such payment, with the balance payable in full on the 2019 Term G Maturity Date. 

  
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 (ii) The Borrower shall pay to the Administrative Agent, for the account of the
2021 Term H Lenders, on the last Business Day of each March, June, September and December, commencing with the last Business Day of September 2015 (each such date being called a “2021 Term H Loan Repayment
Date”), or if any such date is not a Business Day, on the next succeeding Business Day, a principal amount of the 2021 Term H Loans (as adjusted from time to time pursuant to Sections 2.12, 2.13(g) and 2.24(d)) equal to 0.25% of the
aggregate principal amount of the 2021 Term H Loans outstanding on the effective date of the Incremental Term Loan Assumption Agreement dated as of May 18, 2015, together with accrued and unpaid interest on the principal amount to be paid to
but excluding the date of such payment, with the balance payable in full on the 2021 Term H Maturity Date. 
 (iii) The
Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders in respect of Incremental Term Loans incurred after the Fourth Restatement Effective Date, on each Incremental Term Loan Repayment Date, a principal
amount of the Other Term Loans (as adjusted from time to time pursuant to Sections 2.12, 2.13(g) and 2.24(d)) equal to the amount set forth for such date in the applicable Incremental Term Loan Assumption Agreement, together in each case with
accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. 
 (b) To the extent not previously
paid, (i) all 2019 Term G Loans shall be due and payable on the 2019 Term G Maturity Date, (ii) all 2021 Term H Loans shall be due and payable on the 2021 Term H Maturity Date and (iii) all Other Term Loans shall be due and payable on
the Incremental Term Loan Maturity Date applicable thereto, in each case together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment. 

(c) All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

 SECTION 2.12. Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay
any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice
promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 11:00 a.m., New York City time; provided, however, that each partial
prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $3,000,000. 
 (b) Optional prepayments of Term
Loans shall be applied as directed by the Borrower, and if no such direction is provided, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans to be prepaid under Section 2.11. 

  
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 (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each
Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice
is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of
ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date
of payment. 
 SECTION 2.13. Mandatory Prepayments. (a) In the event of any termination of all the Revolving Credit
Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and the
Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving
Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Borrowings and, after the Revolving Credit Borrowings shall have been repaid or prepaid in full, replace or cause to be
canceled (or make other arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess. 

(b) Not later than the fifth Business Day after the receipt of aggregate Net Cash Proceeds in respect of Asset Sales in excess of $50,000,000
after the Fourth Amendment and Restatement Effective Date (other than, for the avoidance of doubt, sales of Receivables in a Permitted Receivables Transaction), the Borrower shall apply 100% of the Net Cash Proceeds in excess of such $50,000,000 so
received (and not yet used to prepay Term Loans pursuant to this Section 2.13(b)) to prepay outstanding Term Loans in accordance with Section 2.13(g); provided that the Borrower may use a portion of such Net Cash Proceeds to prepay
or repurchase Other Senior Secured Debt to the extent any applicable credit agreement, indenture or other agreement governing such Other Senior Secured Debt requires the Borrower to prepay or make an offer to purchase such Other Senior Secured Debt
with the proceeds of such Asset Sale, in each case in an amount not to exceed the product of (A) the amount of such Net Cash Proceeds and (B) a fraction, the numerator of which is the outstanding principal amount of such Other Senior
Secured Debt and the denominator of which is the sum of the outstanding principal amount of such Other Senior Secured Debt and the outstanding principal amount of Term Loans. 

  
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 (c) No later than 95 days after the end of each fiscal year of the Borrower, the Borrower
shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to (x) 75% of Excess Cash Flow for the fiscal year then ended, minus (y) Voluntary Prepayments made during such
fiscal year; provided that such percentage shall be reduced to 50% if the First Lien Net Leverage Ratio as of the end of such fiscal year was less than 4.00 to 1.00 but equal to or greater than 3.00 to 1.00 and such percentage shall be
reduced to 25% if the First Lien Net Leverage Ratio as of the end of such fiscal year was less than 3.00 to 1.00. 
 (d) In the event that
Parent or any of its subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to
Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds by Parent or such subsidiary, apply an amount equal to 100% of
such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g). 
 (e) [Intentionally Omitted]. 

(f) Notwithstanding the foregoing, any Term Lender may elect, by written notice delivered to the Administrative Agent not later than 5:00 p.m.
New York City time one Business Day after the date of such Lender’s receipt of notice regarding such prepayment (or, if different, at the time and in the manner otherwise specified by the Administrative Agent in such notice of prepayment), to
decline all (but not less than all) of any mandatory prepayment of its Term Loans pursuant to this Section 2.13 (such declined amounts, the “Declined Proceeds”). To the extent Term Lenders elect to decline their pro rata
shares of such Declined Proceeds, such remaining Declined Proceeds may be retained by the Borrower. 
 (g) Mandatory prepayments of
outstanding Term Loans under this Agreement shall be allocated pro rata among the 2019 Term G Loans, the 2021 Term H Loans and the Other Term Loans and first applied in order of maturity of the scheduled installments of principal due in respect of
the 2019 Term G Loans, the 2021 Term H Loans and the Other Term Loans under Sections 2.11(a)(i), (ii) and (iii) for the first eight installments following such mandatory prepayment (commencing with the first such scheduled installment
pursuant to Sections 2.11(a)(i), (ii) and (iii)) and, if applicable, thereafter applied pro rata against the remaining scheduled installments of principal due in respect of the 2019 Term G Loans, the 2021 Term H Loans and the Other Term Loans
under Sections 2.11(a)(i), (ii) and (iii), respectively. The amount of any mandatory prepayment in respect of Term Loans of any Class shall be applied first to Term Loans of such Class that are ABR Loans to the full extent thereof
before application to Term Loans of such Class that are Eurodollar Loans, in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16. Notwithstanding the foregoing provisions of this
Section 2.13(g), the proceeds of any Pari Passu Debt shall not be required to be applied to prepay the 2021 Term H Loans until the 2019 Term G Loans have been repaid in full and until such time any such


  
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proceeds shall be allocated to the payment of the Term Loans in accordance with Section 2.13(g) as if no 2021 Term H Loans were outstanding. From and after the time that the 2019 Term G
Loans are no longer outstanding, the proceeds of any Pari Passu Debt shall be applied in accordance with this Section 2.13(g) without giving effect to the prior sentence of this Section 2.13(g). 

(h) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13(b), (c) or
(d), as applicable, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least two days prior written
notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this
Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment (which
interest amounts shall reduce the amount of Net Cash Proceeds required to be applied to prepay the Loans). 
 SECTION 2.14. Reserve
Requirements; Change in Circumstances. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of,
deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank
market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of
making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender
or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, from time to time
such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. 

(b) If any Lender or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy or liquidity has or would have
the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made or
participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing
Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with
respect to capital adequacy or 

  
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liquidity) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. 

(c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank
or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as
due on any such certificate delivered by it within 30 days after its receipt of the same. 
 (d) Failure or delay on the part of any
Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand
such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior
to the date that is 120 days prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such
circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the
retroactive application of any Change in Law within such 120-day period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the
invalidity or inapplicability of the Change in Law that shall have occurred or been imposed. 
 SECTION 2.15. Change in
Legality. (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby
with respect to any Eurodollar Loan, then, by written notice to the Borrower and to the Administrative Agent: 
 (i) such
Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be
converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be
deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and 


  
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 (ii) such Lender may require that all outstanding Eurodollar Loans made by it be
converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below. 

In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been
applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such
Eurodollar Loans. 
 (b) For purposes of this Section 2.15, a notice to the Borrower by any Lender shall be effective as to each
Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower. 

SECTION 2.16. Indemnity. The Borrower shall indemnify each Lender against any loss or expense (but not against any lost profits)
that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount
on account of the principal of any Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar
Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be made pursuant to a conversion or continuation under
Section 2.10) not being made after notice of such Loan shall have been given by the Borrower hereunder (any of the events referred to in this clause (a) being called a “Breakage Event”)
or (b) any default in the making of any payment or prepayment of any Eurodollar Loan required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such
Lender, of (i) its cost of obtaining funds for the Eurodollar Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in
effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount
or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error. 

SECTION 2.17. Pro Rata Treatment. Except as required under Section 2.13(f) or 2.15, each Borrowing, each payment or
prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of the Commitment Fees, each reduction of the Term Loan Commitments or the Revolving Credit Commitments and each conversion of any Borrowing to or
continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been


  
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terminated, in accordance with the respective principal amounts of their outstanding Loans). Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder,
the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount. 

SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien,
setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim,
received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (excluding means expressly contemplated elsewhere in this Agreement), obtain payment (voluntary or involuntary) in respect
of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C
Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such
other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C
Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such
exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower and Parent expressly consent to the foregoing
arrangements and agree that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by
the Borrower and Parent to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation. 

SECTION 2.19. Payments. (a) The Borrower shall make each payment (including principal of or interest on any Borrowing or
any L/C Disbursement or any Fees or other amounts) hereunder and under any other Loan Document not later than 1:00 p.m., New York City time, on the date when due in immediately available dollars, without setoff, defense or counterclaim. Each
such payment (other than Issuing Bank Fees, which shall be paid directly to the Issuing Bank) shall be made to the Administrative Agent at its offices at Eleven Madison Avenue, New York, NY 10010. The Administrative Agent shall promptly distribute
to each Lender any payments received by the Administrative Agent on behalf of such Lender. 
  

  
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 (b) Except as otherwise expressly provided herein, whenever any payment (including principal of
or interest on any Borrowing or any Fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of interest or Fees, if applicable. 
 (c) Unless the Administrative
Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event,
if the Borrower does not in fact make such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, and to pay
interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent to represent its cost of overnight or
short-term funds (which determination shall be conclusive absent manifest error). 
 SECTION 2.20. Taxes. (a) Any and all
payments by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable law. If the Borrower
or any other Loan Party shall be required to deduct or withhold any Tax from such payment, then (i) if such Tax is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower or such Loan Party shall make such deductions and (iii) the Borrower or such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. 

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 

(c) The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower or any other Loan
Party hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto; provided that the Borrower shall not be obligated to so indemnify any Lender, the Administrative Agent or the Issuing Bank in respect of interest or penalties attributable to any Indemnified Taxes or Other Taxes to the extent
that such interest or penalties resulted solely from the gross negligence or willful misconduct of the Administrative Agent or 

  
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such Lender or the Issuing Bank. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on behalf of
itself, a Lender or the Issuing Bank, shall be conclusive absent manifest error. 
 (d) As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower or any other Loan Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(e) (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax (including U.S. federal backup withholding Tax) under
the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or
times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. 

(ii) If a payment made to a Lender or Issuing Bank under this Agreement or any Loan Document would be subject to U.S. Federal
withholding Tax imposed by FATCA if such Lender or Issuing Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472((b) of the Code, as applicable), such Lender or
Issuing Bank shall deliver to the Withholding Agent, at the time or times prescribed by law and at such other time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender or
Issuing Bank has complied with such Lender or Issuing Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (ii), “FATCA” shall include any amendments
made to FATCA after the date of this Agreement. 
 (f) Each Lender shall severally indemnify the Administrative Agent, within 10 days after
demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the
Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(f) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender,
in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority; 

  
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provided that this paragraph (f) shall not create any additional obligation of the Borrower hereunder. A certificate as to the amount of such payment or liability delivered to any
Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise
payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (f). 

SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In
the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.15, (iii) the Borrower is
required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.20, (iv) any Lender refuses to consent to any amendment, waiver or
other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders,
(v) any Lender refuses to consent to any Loan Modification Offer, and such Loan Modification Offer is consented to by Lenders holding a majority in interest of the Affected Class or (vi) any Lender becomes a Defaulting Lender, then,
in each case, the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank, as the case may be, and the
Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this
Agreement (or, in the case of clause (iv), (v) or (vi) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other
modification or in respect of which such Lender is a Defaulting Lender, as the case may be) to an Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) or (v) above, shall consent to such requested
amendment, waiver or other modification of any Loan Document (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or
order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank),
which consents shall not unreasonably be withheld or delayed, and (z) the Borrower or such Eligible Assignee shall have paid to the affected Lender or the Issuing Bank in immediately available funds an amount equal to the sum of the principal
of and interest accrued to the date of such payment on the outstanding Loans or L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all Fees (except, in the case of a Defaulting Lender, any Fees not required to be paid to such
Defaulting Lender pursuant to the express provisions of this Agreement) and other amounts accrued for the account of such Lender or the Issuing Bank hereunder with respect thereto (including any amounts under Sections 2.14 and 2.16);
provided, further that, if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s or the Issuing Bank’s claim for 

  
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compensation under Section 2.14, notice under Section 2.15 or the amounts paid pursuant to Section 2.20, as the case may be, cease to cause such Lender or the Issuing Bank to
suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in amounts being payable under Section 2.20, as the
case may be (including as a result of any action taken by such Lender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the Issuing Bank shall waive its right to claim further compensation under Section 2.14 in
respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the proposed amendment,
waiver, consent or other modification or shall cease to be a Defaulting Lender, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender hereby grants
to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such
Lender’s interests hereunder in the circumstances contemplated by this Section 2.21(a). 
 (b) If (i) any Lender or the
Issuing Bank shall request compensation under Section 2.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.15 or (iii) the Borrower is required to pay any additional amount to any Lender or the
Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank, pursuant to Section 2.20, then such Lender or the Issuing Bank shall use reasonable efforts (which shall not require such Lender or the Issuing Bank to
incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file
any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would
reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. The Borrower hereby agrees
to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such filing or assignment, delegation and transfer. 

SECTION 2.22. [Reserved]. 

SECTION 2.23. Letters of Credit. (a) General. Subject to the terms and conditions herein set forth, the Borrower may
request the issuance of a Letter of Credit for its own account or for the account of any of the Subsidiaries (in which case the Borrower and such Subsidiary shall be co-applicants with respect to such Letter
of Credit), in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time while the L/C Commitment remains in effect. This Section shall not be construed to impose an obligation upon the Issuing
Bank to issue any Letter of Credit that is inconsistent with the terms and conditions of this Agreement. Notwithstanding anything to the contrary contained in this Section 2.23 or 

  
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elsewhere in this Agreement, (i) in the event that a Revolving Credit Lender is a Defaulting Lender, no Issuing Bank shall be required to issue any Letter of Credit unless such Issuing Bank
has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit by all such Defaulting Lenders, including by cash collateralizing each
such Defaulting Lender’s Pro Rata Percentage of the applicable L/C Exposure, and (ii) if agreed to between the Borrower and any Issuing Bank in writing, the obligation of such Issuing Bank (and its Affiliates) to issue, extend or renew any
Letters of Credit under this Agreement may be terminated (in whole or in part) as provided therein. 
 (b) Notice of Issuance,
Amendment, Renewal, Extension; Certain Conditions. In order to request the issuance of a Letter of Credit (or to amend, renew or extend an existing Letter of Credit), the Borrower shall hand deliver or fax to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, the date
of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) below), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such
other information as shall be necessary to prepare such Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension (i) the L/C Exposure shall not exceed $150,000,000 and (ii) the Aggregate Revolving Credit Exposure shall not exceed the Total
Revolving Credit Commitment. 
 (c) Expiration Date. Each Letter of Credit shall expire at the close of business on the
earlier of the date one year after the date of the issuance of such Letter of Credit and the date that is five Business Days prior to the Revolving Credit Maturity Date, unless such Letter of Credit expires by its terms on an earlier date;
provided, however, that a Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond
the date that is five Business Days prior to the Revolving Credit Maturity Date) unless the Issuing Bank notifies the beneficiary thereof at least 30 days (or such longer period as may be specified in such Letter of Credit) prior to the
then-applicable expiration date that such Letter of Credit will not be renewed. 
 (d) Participations. By the issuance
of a Letter of Credit and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Credit Lender, and each such Lender hereby acquires from the Issuing Bank, a participation in such
Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit or, in the case of the Existing Letters of Credit,
effective upon the Fourth Restatement Effective Date. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing


  
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Bank, such Lender’s Pro Rata Percentage of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower (or, if applicable, another party pursuant to its obligations
under any other Loan Document) forthwith on the date due as provided in Section 2.02(f). Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. 
 (e) Reimbursement. If the Issuing Bank shall make any L/C Disbursement in
respect of a Letter of Credit, the Borrower shall pay to the Administrative Agent an amount equal to such L/C Disbursement not later than 1:00 p.m., New York City time, on the immediately following Business Day after the Issuing Bank notifies
the Borrower thereof. 
 (f) Obligations Absolute. The Borrower’s obligations to reimburse L/C Disbursements as
provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of: 

(i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein; 

(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any
Loan Document; 
 (iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party
guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender
or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction; 

(iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any respect; 
 (v) payment by the Issuing Bank under a
Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and 

(vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any
other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of the Borrower’s obligations hereunder.


  
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 Without limiting the generality of the foregoing, it is expressly understood and agreed that the
absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or willful misconduct of the Issuing Bank. However, the foregoing shall not be construed to excuse the Issuing
Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are
caused by the Issuing Bank’s gross negligence, bad faith or willful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. It is further understood and agreed that the
Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the
Issuing Bank’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the
amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and
whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance
in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute gross negligence or willful misconduct of the Issuing Bank. 

(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents
purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax, to the Administrative Agent and the Borrower of such demand for payment and whether
the Issuing Bank has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Revolving Credit
Lenders with respect to any such L/C Disbursement. 
 (h) Interim Interest. If the Issuing Bank shall make any L/C Disbursement
in respect of a Letter of Credit, then, unless the Borrower shall reimburse such L/C Disbursement in full on such date, the unpaid amount thereof shall bear interest for the account of the Issuing Bank, for each day from and including the date of
such L/C Disbursement, to but excluding the earlier of the date of payment by the Borrower or the date on which interest shall commence to accrue thereon as provided in Section 2.02(f), at the rate per annum that would apply to such amount if
such amount were an ABR Revolving Loan. 
 (i) Resignation or Removal of the Issuing Bank. The Issuing Bank may resign at any
time by giving 30 days’ prior written notice to the Administrative Agent, the Lenders and the Borrower, and may be removed at any time by the Borrower by notice to the Issuing Bank, the Administrative Agent and the Lenders. Upon the


  
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acceptance of any appointment as the Issuing Bank hereunder by a Lender that shall agree to serve as successor Issuing Bank, such successor shall succeed to and become vested with all the
interests, rights and obligations of the retiring Issuing Bank. At the time such removal or resignation shall become effective, the Borrower shall pay all accrued and unpaid fees pursuant to Section 2.05(c)(ii). The acceptance of any
appointment as the Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Borrower and the Administrative Agent, and, from and after the effective date of such
agreement, (i) such successor Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term
“Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation or removal of the Issuing Bank hereunder,
the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such
resignation or removal, but shall not be required to issue additional Letters of Credit. 
 (j) Cash Collateralization.
If any Event of Default shall occur and be continuing, the Borrower shall, on the Business Day it receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Credit Lenders
holding participations in outstanding Letters of Credit representing greater than 50% of the aggregate undrawn amount of all outstanding Letters of Credit) thereof and of the amount to be deposited, deposit in an account with the Collateral Agent,
for the benefit of the Revolving Credit Lenders, an amount in cash equal to the L/C Exposure as of such date. Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the Obligations. The Collateral Agent
shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and
sole discretion of the Collateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative
Agent to reimburse the Issuing Bank for L/C Disbursements for which it has not been reimbursed, (ii) be held for the satisfaction of the reimbursement obligations of the Borrower for the L/C Exposure at such time and (iii) if the maturity
of the Loans has been accelerated (but subject to the consent of Revolving Credit Lenders holding participations in outstanding Letters of Credit representing greater than 50% of the aggregate undrawn amount of all outstanding Letters of Credit), be
applied to satisfy the Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured or waived. Notwithstanding the foregoing, following the incurrence by the Borrower or any Subsidiary of any Other Senior Secured Debt, the treatment and application of
any amounts provided by the Borrower as cash collateral hereunder shall be subject to the terms and provisions of any applicable Pari Passu Intercreditor Agreement and, in the event of any conflict between the terms of such Pari Passu Intercreditor
Agreement and the terms of this paragraph (j), the terms of such Pari Passu Intercreditor Agreement shall govern. 

  
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 (k) Additional Issuing Banks. The Borrower may, at any time and from time to time
with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms of this Agreement. Any Lender designated
as an issuing bank pursuant to this paragraph (k) shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of
Credit, such term shall thereafter apply to the other Issuing Bank and such Lender. 
 SECTION 2.24. Incremental Term Loans.
(a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Amount from one or more Incremental Term Lenders, which may include any
existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder or Affiliate of a Lender or an Approved Fund, shall be subject to the approval of the Administrative Agent (which approval shall not be
unreasonably withheld or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or such lesser amount
equal to the remaining Incremental Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective, and (iii) whether such Incremental Term Loan Commitments are commitments to make additional 2021
Term H Loans or commitments to make term loans with terms different from the 2021 Term H Loans, including Other Term A Loans (“Other Term Loans”). 

(b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption
Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of each Incremental Term Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of
the Incremental Term Loans to be made thereunder; provided that, without the prior written consent of the Required Lenders, (i) the final maturity date of any Other Term Loans (other than any Other Term A Loans) shall be no earlier than
the Latest Term Loan Maturity Date in effect at the time the Incremental Term Loan Commitments with respect to such Other Term Loans become effective (or, in the case of Other Term Loans all of the proceeds of which will be used to repay existing
Term Loans (other than Other Term A Loans), the latest maturity date of such refinanced Term Loans), (ii) the average life to maturity of the Other Term Loans (other than any Other Term A Loans) shall be no shorter than the then remaining
average life to maturity of any other Class of Loans (or, in the case of Other Term Loans all of the proceeds of which will be used to repay existing Term Loans (other than Other Term A Loans), the then remaining average life to maturity of
such refinanced Term Loans) and (iii) if the initial yield (excluding upfront or arrangement or similar fees payable to the arranger, if any, of such loan) on such Other Term Loans (as determined by the Administrative Agent to be equal to the
sum of (x) the margin above the Adjusted LIBO Rate on such Other Term Loans (the “Other Term  

  
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Loan Margin”) (which shall be increased by the amount that any “LIBOR floor” applicable to such Other Term Loans on the date such Other Term Loans are made would
exceed the Adjusted LIBO Rate that would be in effect for a three-month Interest Period commencing on such date) and (y) if such Other Term Loans are initially made at a discount or the Lenders making the same (as opposed to the arranger, if
any, thereof) receive a fee directly or indirectly from Parent, the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as
“OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds by more than 50 basis points the sum of (1) the margin applicable for
Eurodollar Term Loans of any Class (other than Other Term A Loans and any other Class of Term Loans that does not elect to be subject to this clause (iii) in its Incremental Term Loan Assumption Agreement or Loan Modification Agreement)
(which margin shall be the sum of the Applicable Percentage for Eurodollar Term Loans of such Class (determined, solely for purposes of this Section 2.24, by reference to the Secured Net Leverage Ratio and the Total Leverage Ratio, as and to
the extent applicable, in each case calculated on a pro forma basis after giving effect to any Specified Transaction to which such Other Term Loans relate and any Indebtedness incurred or expected to be incurred in connection therewith) (such
margin, the “Other Term Loan Reference Margin”) increased by the amount that any “LIBOR floor” applicable to such Eurodollar Term Loans on such date would exceed the Adjusted LIBO Rate that would be in effect for a
three-month Interest Period commencing on such date) plus (2) the OID (if any) initially paid in respect of such Term Loans (for any Class of Term Loans, the applicable amount of such excess above 50 basis points being referred to
herein as the “Yield Differential”) then (I) the Applicable Percentage then in effect for such Class of Term Loans shall automatically be increased to the Other Term Loan Reference Margin plus the applicable
Yield Differential (or, in the case of that portion, if any, of the Yield Differential resulting from the “LIBOR floor” applicable to such Other Term Loans being greater than that applicable to such Class of Term Loans on the date
such Other Term Loans are made, by first increasing or (if no “LIBOR floor” is applicable to such Class of Term Loans at such time) by adding a “LIBOR floor” with respect to such portion of the Yield Differential), (II) each
interest rate margin with respect to such Class of Term Loans set forth in the definition of Applicable Percentage shall be increased by the Yield Differential (or, in the case of that portion, if any, of the Yield Differential resulting from
the “LIBOR floor” applicable to such Other Term Loans being greater than that applicable to such Class of Term Loans on the date such Other Term Loans are made, by first increasing or (if no “LIBOR floor” is applicable to
such Class of Term Loans at such time) by adding a “LIBOR floor” with respect to such portion of the Yield Differential) and (III) the Applicable Percentage for such Class of Term Loans will thereafter be determined in
accordance with the definition of Applicable Percentage as so amended and by reference to the Secured Net Leverage Ratio or Leverage Ratio, as the case may be and to the extent applicable; provided that in the event that the Applicable
Percentage with respect to any such Class of Term Loans would be subject to any decrease as a result of any change in the Secured Net Leverage Ratio or the Leverage Ratio, as the case may be and to the extent applicable, the amount of any such
decrease in the Applicable Percentage with respect to such Class of Term Loans shall not exceed the amount of any 

  
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corresponding decrease, if any, in the Other Term Loan Margin as a result of such changes in the Secured Net Leverage Ratio and the Total Leverage Ratio, as the case may be and to the extent
applicable, in each case effective upon the incurrence of such Other Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby
agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment
and the Incremental Term Loans evidenced thereby. 
 (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become
effective under this Section 2.24 unless (i) on the date of such effectiveness, the applicable conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have
received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (ii) except as otherwise specified in the applicable Incremental Term Loan Assumption Agreement, the Administrative Agent shall have
received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02 of the Original Credit Agreement. 

(d) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as
may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding 2021 Term H Loans on a pro rata basis. This may be accomplished by requiring
each outstanding Eurodollar 2021 Term H Term Loan Borrowing to be converted into an ABR Term Borrowing on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding Eurodollar 2021 Term H
Loan Borrowing on a pro rata basis. Any conversion of Eurodollar Term Loans to ABR Term Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Term Loan is to be allocated to an existing Interest Period
for a Eurodollar Term Borrowing, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Term Loan Assumption Agreement. In addition, to the extent any
Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.11(a)(iii) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of
such Incremental Term Loans. 
 SECTION 2.25. Loan Modification Offers; Replacement Revolving Credit Facility. (a) The
Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes of Loans and/or
Commitments (each Class subject to such a Loan Modification Offer, an “Affected Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the
Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become
effective. Permitted Amendments shall 

  
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become effective only with respect to the Loans and/or Commitments of the Lenders of the Affected Class that accept the applicable Loan Modification Offer (such Lenders, the
“Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and/or Commitments of such Affected Class as to which such Lender’s acceptance has been made. 

(b) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a Loan Modification Agreement and such other
documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of
each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the
existence and terms of the Permitted Amendment evidenced thereby and only with respect to the applicable Loans and/or Commitments of the Accepting Lenders of the Affected Class, including any amendments necessary to treat the applicable Loans and/or
Commitments of the Accepting Lenders of the Affected Class as a new “Class” of loans and/or commitments hereunder. Notwithstanding the foregoing, no Permitted Amendment shall become effective unless the Administrative Agent, to the
extent reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions, officer’s and secretary’s certificates and other documentation consistent with those delivered on the First Restatement
Effective Date under the First Amendment and Restatement Agreement. 
 (c) “Permitted Amendments” means any or all of
the following: (i) an extension of the final maturity date and/or amortization applicable to the applicable Loans and/or Commitments of the Accepting Lenders, (ii) a change in the Applicable Percentage with respect to the applicable Loans
and/or Commitments of the Accepting Lenders, (iii) a change in the Fees payable to (or the inclusion of additional fees to be payable to) the Accepting Lenders, (iv) changes to any prepayment premiums with respect to the applicable Loans
and Commitments, (v) such amendments to this Agreement and the other Loan Documents as shall be appropriate, in the reasonable judgment of the Administrative Agent, to provide the rights and benefits of this Agreement and other Loan Documents
to each new “Class” of loans and/or commitments resulting therefrom and (vi) additional amendments to the terms of this Agreement applicable to the applicable Loans and/or Commitments of the Accepting Lenders that are less favorable
to such Accepting Lenders than the terms of this Agreement prior to giving effect to such Permitted Amendments and that are reasonably acceptable to the Administrative Agent; provided that, if any such Permitted Amendment shall create a new
Class of Revolving Credit Commitments, (A) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the commitments of such new “Class” and the
Commitments of the then-existing Revolving Credit Lenders shall be made on a ratable basis as between the commitments of such new “Class” and the Commitments of the then-existing Revolving Credit Lenders and (B) the L/C Commitment may
not be extended without the prior written consent of the Issuing Bank; provided, further, that in the case of any Loan 

  
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Modification Offer with respect to the 2019 Term G Loans, if the yield (excluding arrangement or similar fees payable to the arranger, if any, of such Loan Modification Offer) on such 2019 Term G
Loans (such 2019 Term G Loans as modified by such Loan Modification Offer, the “Modified 2019 Term G Loans”) (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted LIBO
Rate on such Modified 2019 Term G Loans (the “Modified Term G Loan Margin”) (which shall be increased by the amount that any “LIBOR floor” applicable to such Modified 2019 Term G Loans on the date such Loan
Modification Offer is effective would exceed the Adjusted LIBO Rate that would be in effect for a three-month Interest Period commencing on such date) and (y) if Lenders holding such Modified 2019 Term G Loans receive a fee (with any original
issue discount being treated in the same manner as a fee for purposes of this proviso) directly or indirectly from Parent, the Borrower or any Subsidiary for accepting such Loan Modification Offer (the amount of such fee, expressed as a percentage
of the Modified 2019 Term G Loans, being referred to herein as “Term G Extension Fee”), the amount of such Term G Extension Fee divided by the lesser of (A) the average life to maturity of such Modified 2019 Term G Loans
and (B) four) exceeds the sum of (1) the margin applicable for 2021 Term H Loans (which, for purposes of this proviso, shall include 2021 Term H Loans as modified by the same or any related Loan Modification Offer) (which margin shall be
the sum of the Applicable Percentage for 2021 Term H Loans (such margin, the “Term H Loan Reference Margin”) increased by the amount that any “LIBOR floor” applicable to such 2021 Term H Loans on such date would
exceed the Adjusted LIBO Rate that would be in effect for a three-month Interest Period commencing on such date) plus (2) if Lenders holding such 2021 Term H Loans receive a fee directly or indirectly from Parent, the Borrower or any Subsidiary
in connection with the same or any related Loan Modification Offer (excluding arrangement or similar fees payable to the arranger, if any, of any such Loan Modification Offer) (the amount of such fee, expressed as a percentage of the 2021 Term H
Loans, being referred to herein as “Term H Extension Fee”), the amount of such Term H Extension Fee divided by the lesser of (A) the average life to maturity of such 2021 Term H Loans and (B) four (the amount of
such excess being referred to herein as the “Modified Yield Differential”) then the Applicable Percentage then in effect for such 2021 Term H Loans shall automatically be increased by the Modified Yield Differential (or, in
the case of that portion, if any, of the Modified Yield Differential resulting from the “LIBOR floor” applicable to such Modified Term G Loans being greater than that applicable to such 2021 Term H Loans on the date such Loan Modification
Offer becomes effective, by first increasing or (if no “LIBOR floor” is applicable to such 2021 Term H Loans at such time) by adding a “LIBOR floor” with respect to such portion of the Modified Yield Differential). 

(d) Notwithstanding anything to the contrary contained herein, this Agreement may be amended with the written consent of the Administrative
Agent, the Borrower and the Lenders providing the relevant Replacement Revolving Credit Facility (as defined below) to effect the refinancing of all the Revolving Credit Commitments with a replacement facility under this Agreement (a
“Replacement Revolving Credit Facility”); provided that (a) the aggregate amount of commitments under such Replacement Revolving Facility Commitments shall not exceed the aggregate amount of the replaced Revolving
Credit Commitments and (b) the maturity date of such 

  
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Replacement Revolving Credit Facility shall not be earlier than the latest Revolving Credit Maturity Date at the time of such replacement. Each of the parties hereto hereby agrees that, upon the
effectiveness of any Replacement Revolving Credit Facility, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Credit Facility evidenced thereby.
Notwithstanding the foregoing, (i) no Replacement Revolving Credit Facility shall become effective unless the Administrative Agent, to the extent reasonably requested by the Administrative Agent, shall have received legal opinions, board
resolutions, officer’s and secretary’s certificates and other documentation consistent with those delivered on the First Restatement Effective Date under the First Amendment and Restatement Agreement and (ii) the Issuing Bank shall
not be obligated to continue to issue Letters of Credit, respectively, under the Replacement Revolving Credit Facility except to the extent it agrees in writing to do so at or prior to the effectiveness of the Replacement Revolving Credit Facility.
Without limiting the foregoing, in the event that the initial Replacement Revolving Credit Facility is in an aggregate principal amount less than the aggregate principal amount of the Revolving Credit Commitments being replaced, this Agreement may
be further amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant additional commitments under the Replacement Revolving Credit Facility (and subject to the same limitations and requirements
provided above in this paragraph (d)) to include additional commitments under the Replacement Revolving Credit Facility that will not cause the aggregate amount of the commitments thereunder to exceed the aggregate amount of the replaced Revolving
Credit Commitments. 
 SECTION 2.26. Revolving Credit Commitment Increases. (a) The Borrower may from time to time, by
written notice (a “Notice of Increase”) to the Administrative Agent (which shall promptly deliver a copy to each of the Revolving Credit Lenders), request that new Revolving Credit Commitments of
any Class be extended or existing Revolving Credit Commitments of any Class be increased by one or more financial institutions, which may include any Revolving Credit Lender (any such financial institution, an
“Increasing Revolving Credit Lender”) (any such extension or increase, a “Revolving Credit Commitment Increase”); provided
that (i) the terms of the Revolving Credit Commitments under the Revolving Credit Commitment Increase shall be identical to the existing Revolving Credit Commitments of the applicable Class, except for any upfront fees paid to Increasing
Revolving Credit Lenders; (ii) at the time of effectiveness of any Revolving Credit Commitment Increase effected pursuant to this Section 2.26(a) the amount of such Revolving Credit Commitment Increase shall not exceed the Incremental
Amount; (iii) each Revolving Credit Commitment Increase shall be in an aggregate principal amount of not less than $25,000,000, except to the extent necessary to utilize the remaining unused amount of increase permitted under this
Section 2.26(a); (iv) prior to any such Revolving Credit Commitment Increase, except as otherwise specified in the applicable Revolving Accession Agreement, the Administrative Agent shall have received legal opinions, board resolutions and
other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.02 of the Original Credit Agreement and (v) at the time of each such Revolving Credit
Commitment Increase request and immediately after giving effect to the effectiveness of each such Revolving Credit Commitment Increase, 

  
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the applicable conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received certificates to that effect dated such
dates and executed by a Financial Officer of the Borrower. Such Notice of Increase shall set forth the amount of the requested Revolving Credit Commitment Increase and the date on which such Revolving Credit Commitment Increase is requested to
become effective. The Borrower may arrange for one or more Revolving Credit Lenders or one or more other financial institutions to act as Increasing Revolving Credit Lenders with respect to the proposed Revolving Credit Commitment Increase;
provided that each Increasing Revolving Credit Lender shall be subject to the approval of the Administrative Agent, each Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed) and each Increasing Revolving
Credit Lender shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (a
“Revolving Accession Agreement”). Revolving Credit Commitment Increases shall become effective on the date specified in the Notice of Increase delivered pursuant to this paragraph (but not prior to, for any
Increasing Revolving Credit Lender that is not already a Revolving Credit Lender, execution and delivery by such Increasing Revolving Credit Lender of a Revolving Accession Agreement). Upon the effectiveness of any Revolving Accession Agreement to
which any Increasing Revolving Credit Lender is a party, such Increasing Revolving Credit Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges, and subject to all obligations,
of a Revolving Credit Lender hereunder. 
 (b) Each of the parties hereto hereby agrees that, upon the effectiveness of any Revolving Credit
Commitment Increase, this Agreement may be amended (such amendment, a “Revolving Credit Commitment Increase Amendment”) without the consent of any Lender to the extent (but only to the extent) necessary to
reflect the existence and terms of the Revolving Credit Commitment Increase evidenced thereby. Upon the effectiveness of each Revolving Credit Commitment Increase pursuant to this Section 2.26, (i) each Revolving Credit Lender immediately
prior to such increase will automatically and without further act be deemed to have assigned to each Increasing Revolving Credit Lender providing a portion of such Revolving Credit Commitment Increase, and each such Increasing Revolving Credit
Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Credit
Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Credit Lender (including each such Increasing
Revolving Credit Lender) will equal such Lender’s Pro Rata Percentage and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the
effectiveness of such Revolving Credit Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such Revolving Credit Commitment Increase), which prepayment shall be accompanied by accrued interest on
the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.12. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro
rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. 

  
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 SECTION 2.27. Term Loan Pricing Protection. From and after the Third Restatement
Effective Date, if the initial yield on any New Term Loans incurred on or after such date (as determined by the Administrative Agent and to be equal to the sum of (x) the margin above the adjusted LIBO or eurocurrency rate on such New Term
Loans (the “New Loan Margin”) (which shall be increased by the amount that any “LIBOR floor” applicable to such New Term Loans on the date such New Term Loans are made would exceed the
adjusted LIBO or eurocurrency rate that would be in effect for a three-month Interest Period commencing on such date) and (y) if such New Term Loans are initially made at a discount or the lenders making the same (as opposed to the arrangers,
if any, thereof) receive a fee directly or indirectly from Parent, the Borrower or any subsidiary of Parent for doing so (the amount of such discount or fee, expressed as a percentage of the New Term Loans, being referred to herein as
“New Term Loan OID”), the amount of such New Term Loan OID divided by the lesser of (A) the average life to maturity of such New Term Loans and (B) four) exceeds by more than 50 basis
points the sum of (1) the margin applicable to the Eurodollar 2019 Term G Loans or the Eurodollar 2021 Term H Loans (which margin shall be the sum of the Applicable Percentage for 2019 Term G Loans or the 2021 Term H Loans (such margin, the
“Reference Margin”) increased by the amount that any “LIBOR floor” applicable to such Eurodollar 2019 Term G Loan or such Eurodollar 2021 Term H Loans on such date would exceed the
Adjusted LIBO Rate that would be in effect for a three-month Interest Period commencing on such date) plus (2) if such 2019 Term G Loan or 2021 Term H Loans were initially made at a discount or the Lenders making the same (as opposed to
the arranger, if any, thereof) received a fee directly or indirectly from Parent, the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the 2019 Term G Loans or the 2021 Term H Loans and
calculated on a weighted average basis, being referred to herein as “Extended OID”), the amount of such Extended OID divided by four (such excess above 50 basis points being referred
to herein as the “New Term Loan Yield Differential”) then (i) the Applicable Percentage then in effect for such 2019 Term G Loans or 2021 Term H Loans shall automatically be increased to the
Reference Margin plus the applicable New Term Loan Yield Differential (or, in the case of that portion, if any, of the New Term Loan Yield Differential resulting from the “LIBOR floor” applicable to such New Term Loans being greater
than that applicable to such 2019 Term G Loans or 2021 Term H Loans on the date such New Term Loans are made, by first increasing or (if no “LIBOR floor” is applicable to such 2019 Term G Loans or 2021 Term H Loans at such time) by adding
a “LIBOR floor” with respect to such portion of the New Term Loan Yield Differential), (ii) each interest rate margin with respect to the 2019 Term G Loans or the 2021 Term H Loans set forth in the definition of Applicable Percentage shall
be increased by the New Term Loan Yield Differential (or, in the case of that portion, if any, of the New Term Loan Yield Differential resulting from the “LIBOR floor” applicable to such New Term Loans being greater than that applicable to
such 2019 Term G Loans or the 2021 Term H Loans on the date such New Term Loans are made, by first increasing or (if no “LIBOR floor” is applicable to such 2019 Term G Loans or such 2021 Term H Loans at such time) by


  
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adding a “LIBOR floor” with respect to such portion of the New Term Loan Yield Differential) and (iii) the Applicable Percentage for the 2019 Term G Loans or the 2021 Term H Loans
will thereafter be determined in accordance with the definition of Applicable Percentage as so amended. 
 ARTICLE III 

Representations and Warranties 

Each of Parent and the Borrower represents and warrants to the Administrative Agent, the Collateral Agent, the Issuing Bank and each of the
Lenders that: 
 SECTION 3.01. Organization; Powers. Each of the Loan Parties (a) is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization, except, with respect to Loan Parties other than Parent or the Borrower, to the extent that the failure of such Loan Parties to be in good standing could not reasonably be
expected to have a Material Adverse Effect, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted, except to the extent that the failure to possess
such power and authority could not reasonably be expected to result in a Material Adverse Effect, (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure
so to qualify could not reasonably be expected to result in a Material Adverse Effect, and (d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument
contemplated thereby to which it is or will be a party and, in the case of the Borrower, to borrow hereunder. 
 SECTION 3.02.
Authorization. The execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and the making of the Borrowings hereunder (a) have been duly authorized by all requisite corporate and, if
required, stockholder action and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or
by-laws of Parent, the Borrower or any Subsidiary, (B) any order of any Governmental Authority or (C) any provision of any indenture, agreement or other instrument to which Parent, the Borrower or
any Subsidiary is a party or by which any of them or any of their property is or may be bound, except as could not reasonably be expected to result in a Material Adverse Effect, (ii) be in conflict with, result in a breach of or constitute
(alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument, except as
could not reasonably be expected to result in a Material Adverse Effect or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by Parent, the Borrower or any
Subsidiary (other than any Lien created hereunder or under the Security Documents or permitted pursuant to Section 6.02). 
 SECTION
3.03. Enforceability. The Fourth Amendment and Restatement Agreement has been duly executed and delivered by Parent and the Borrower and 

  
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constitutes, and this Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law). 
 SECTION 3.04. Governmental Approvals. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and the making of the
Borrowings hereunder, except for (a) the filing of Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office, (b) recordation of Mortgages and other
filings and recordings in respect of Liens created pursuant to the Security Documents, (c) such as have been made or obtained and are in full force and effect and (d) such actions, consents, approvals, registrations or filings which the
failure to obtain or make could not reasonably be expected to result in a Material Adverse Effect. 
 SECTION 3.05. Financial
Statements. Parent has heretofore furnished to the Lenders its consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Parent as of and for the 2016 fiscal year, audited by and accompanied by
the opinion of Deloitte & Touche LLP, independent public accountant, and (ii) as of and for each 2017 fiscal quarter of Parent (other than the fourth fiscal quarter) thereafter ended at least 45 days prior to the Fourth Restatement
Effective Date. Such financial statements present fairly in all material respects the financial condition and results of operations and cash flows of Parent and its consolidated subsidiaries as of such dates and for such periods. Such balance sheets
and the notes thereto disclose all material liabilities, direct or contingent, of Parent and its consolidated subsidiaries as of the dates thereof in accordance with GAAP in all material respects. Such financial statements were prepared in
accordance with GAAP applied on a consistent basis in all material respects, subject, in the case of unaudited financial statements, to year-end audit adjustments and the absence of footnotes. 

SECTION 3.06. No Material Adverse Change. No event, change or condition has occurred that has had, or could reasonably be
expected to have, a material adverse effect on the business, assets, operations, financial condition or operating results of Parent, the Borrower and the Subsidiaries, taken as a whole, since December 31, 2017. 

SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each of Parent, the Borrower
and the Subsidiaries has good and marketable title to, or valid leasehold interests in, or a right to use, all its properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to
conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title or other interest could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. 

  
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 (b) As of the Fourth Restatement Effective Date, neither Parent nor the Borrower has received any
notice of, nor has any knowledge of, any pending or contemplated material condemnation proceeding affecting the Mortgaged Properties in any material respect or any sale or disposition thereof in lieu of condemnation. 

(c) As of the Fourth Restatement Effective Date, none of Parent, the Borrower or any of the Subsidiaries is obligated under any right of first
refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any material interest therein, except for customary rights of first refusal granted to the prior owners of such Mortgaged Property or their
Affiliates. 
 SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the Fourth Restatement Effective Date a list of
all Subsidiaries and the percentage ownership interest of Parent or the Borrower therein. The shares of capital stock or other ownership interests so indicated on Schedule 3.08 are, in the case of corporations, fully paid and non-assessable and are owned by Parent or the Borrower, directly or indirectly, free and clear of all Liens (other than Liens created under the Security Documents or permitted pursuant to Section 6.02). 

SECTION 3.09. Litigation; Compliance with Laws. (a) Except as disclosed in the periodic and other reports, proxy statements
and other materials filed by Parent, the Borrower or any Subsidiary with the SEC prior to the Fourth Restatement Effective Date, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending
or, to the knowledge of Parent or the Borrower through receipt of written notice or proceeding, threatened against or affecting Parent or the Borrower or any Subsidiary or any business, property or rights of any such person as to which there is a
reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 

(b) None of Parent, the Borrower or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor
will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any occupational safety and health, health care, pension, certificate of need, Medicare, Medicaid, insurance
fraud or similar law, zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ,
injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. 

SECTION 3.10. Agreements. None of Parent, the Borrower or any of the Subsidiaries is in default in any manner under any
provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound, where such default could
reasonably be expected to result in a Material Adverse Effect. 

  
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 SECTION 3.11. Federal Reserve Regulations. (a) None of Parent, the Borrower or
any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. 

(b) No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, and whether immediately,
incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation T, U or X. 

SECTION 3.12. Investment Company Act. None of Parent, the Borrower or any Subsidiary is an “investment company”
as defined in, or subject to regulation under, the Investment Company Act of 1940. 
 SECTION 3.13. Use of Proceeds. The
proceeds of the Revolving Loans will be used solely for working capital and other general corporate purposes, including permitted investments and Capital Expenditures and to repay Indebtedness. Letters of Credit will be used for general corporate
purposes of the Borrower and the Subsidiaries. The Borrower will use the proceeds of Incremental Term Loans only for the purposes specified in the applicable Incremental Term Loan Assumption Agreement. 

SECTION 3.14. Tax Returns. Each of Parent, the Borrower and the Subsidiaries has filed or caused to be filed, or has timely
requested an extension to file or has received an approved extension to file, all Federal, state, local and foreign tax returns or materials that to the Borrower’s best knowledge are required to have been filed by it and has paid or caused to
be paid all taxes due and payable by it and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which Parent, the Borrower or such Subsidiary, as applicable, shall have set aside on
its books reserves in accordance with GAAP and except any such filings or taxes, fees or charges, the failure of which to make or pay, could not reasonably be expected to have a Material Adverse Effect. 

SECTION 3.15. No Material Misstatements. No written information, report, financial statement, exhibit or schedule (other than
estimates and information of a general economic or general industry nature) heretofore or contemporaneously furnished by or on behalf of Parent or the Borrower to the Administrative Agent or any Lender in connection with the negotiation of any Loan
Document or included therein or delivered pursuant thereto, when furnished and taken as a whole, contained, contains or will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are or will be made, not materially misleading in light of the circumstances under which such statements were made; provided that to the extent any such information,
report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, each of Parent and the Borrower represents only that it acted in good faith and utilized assumptions that each of Parent and the Borrower
believed to be reasonable at the time made. 

  
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 SECTION 3.16. Employee Benefit Plans. Each of the Borrower and its ERISA Affiliates
is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. No ERISA Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect. The present value of all benefit liabilities under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting
Standards Board Accounting Standards Codification Topic 715) did not, as of the last annual valuation date applicable thereto, exceed the fair market value of the assets of such Plan in such amount that could reasonably be expected to result in a
Material Adverse Effect, and the present value of all benefit liabilities of all underfunded Plans (based on the assumptions used for purposes of Financial Accounting Standards Board Accounting Standards Codification Topic 715) did not, as of the
last annual valuation dates applicable thereto, exceed the fair market value of the assets of all such underfunded Plans in such amount that could reasonably be expected to result in a Material Adverse Effect. 

SECTION 3.17. Environmental Matters. Except with respect to any matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, none of Parent, the Borrower or any of the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other
approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability. 
 SECTION 3.18. Insurance. Schedule 3.18 sets forth a true, complete and correct description, in all material
respects, of all insurance maintained by Parent or the Borrower for itself or the Subsidiaries as of the Fourth Restatement Effective Date. As of the Fourth Restatement Effective Date, such insurance is in full force and effect and all premiums have
been duly paid. Parent, the Borrower and the Subsidiaries have insurance in such amounts and covering such risks and liabilities as are in accordance with normal industry practice. 

SECTION 3.19. Security Documents. (a) The Guarantee and Collateral Agreement creates in favor of the Collateral Agent, for
the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof, subject to the effects of bankruptcy, insolvency or
similar laws affecting creditors’ rights generally and general equitable principles, and (i) with respect to all Pledged Collateral (as defined in the Guarantee and Collateral Agreement) previously delivered to and in possession of the
Collateral Agent or, in the case of Pledged Collateral (as defined in the Guarantee and Collateral Agreement) that is ABL Facility First Priority Collateral, to be delivered to the ABL Collateral Agent, the Lien created under the Guarantee and
Collateral Agreement constitutes, or in the case of Pledged Collateral to be delivered to the Collateral Agent or 

  
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the ABL Collateral Agent in the future will constitute, a fully perfected first priority Lien (or, with respect to the ABL Facility First Priority Collateral, a fully perfected second priority
Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral as to which perfection may be obtained by such actions, in each case prior and superior in right to any other person (other than the
rights of persons pursuant to (x) Liens permitted by Section 6.02(z) and (y) Liens permitted by Section 6.02 having priority by operation of law), and (ii) with the previous filing of financing statements in the offices
specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement constitutes, or in the case of financing statements in appropriate form to be filed in the offices specified on Schedule 3.19(a) (as such schedule may be
updated from time to time; provided that such schedules shall be deemed to be updated when the Borrower provides the relevant information in accordance with the Guarantee and Collateral Agreement), the Lien created under the Guarantee and
Collateral Agreement will constitute, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement)
as to which perfection may be obtained by such filings, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02 and, with respect to the ABL Facility First Priority
Collateral, the ABL Lenders. 
 (b) The Guarantee and Collateral Agreement (or a short form security agreement in form and substance
reasonably satisfactory to the Borrower and the Collateral Agent), together with the filings made pursuant to the Guarantee and Collateral Agreement currently on file with the United States Patent and Trademark Office and the United States Copyright
Office and the financing statements currently on file in the offices specified on Schedule 3.19(a), constitutes, or in the case of financing statements in appropriate form to be filed in the offices specified on Schedule 3.19(a) (as such
schedule may be updated from time to time; provided that such schedules shall be deemed to be updated when the Borrower provides the relevant information in accordance with the Guarantee and Collateral Agreement), will constitute, a fully
perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing security
agreements in the United States and its territories and possessions, in each case prior and superior in right to any other person other than with respect to Liens permitted pursuant to Section 6.02 (it being understood that subsequent
recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the
Loan Parties after the Closing Date). 
 (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit
of the Secured Parties a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and the Mortgages constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to
Liens expressly permitted by Section 6.02. 

  
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 SECTION 3.20. Location of Real Property and Leased Premises.
(a) Schedule 1.01(d) lists completely and correctly as of the Fourth Restatement Effective Date all Hospitals owned by Parent, the Borrower and the Subsidiaries and the addresses thereof. The Borrower and the Subsidiaries own in fee all
the real property set forth on Schedule 1.01(d). 
 (b) Schedule 1.01(d) lists completely and correctly as of the Fourth
Restatement Effective Date all Hospitals leased by Parent, the Borrower and the Subsidiaries and the addresses thereof. The Borrower and the Subsidiaries have valid leases in all the material real property set forth on Schedule 1.01(d). 

SECTION 3.21. Labor Matters. Except as set forth on Schedule 3.21, as of the Fourth Restatement Effective Date, there are no
strikes, lockouts or slowdowns against Parent, the Borrower or any Subsidiary pending or, to the knowledge of Parent or the Borrower by delivery of written notice or proceeding, threatened. The consummation of the Transactions will not give rise to
any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Parent, the Borrower or any Subsidiary is bound. Except as set forth on Schedule 3.21, as of the Fourth Restatement
Effective Date, none of Parent, the Borrower or any Subsidiary is a party to any collective bargaining agreement or other labor contract applicable to persons employed by it at any Facility. 

SECTION 3.22. Solvency. After giving effect to the consummation of the Subject Transactions, (i) each of the Fair Value and
the Present Fair Salable Value of the assets of Parent and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities, (ii) Parent and its Subsidiaries taken as a whole do not have Unreasonably Small
Capital and (iii) Parent and its Subsidiaries taken as a whole can pay their Stated Liabilities and Identified Contingent Liabilities as they mature. For purposes of this Section 3.22, the following terms shall have the meanings specified:

 “Subject Transactions” shall mean the consummation of the transactions to occur on the Fourth
Restatement Effective Date. 
 “Fair Value” shall mean the
amount at which the assets (both tangible and intangible), in their entirety, of Parent and its Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each
having reasonable knowledge of the relevant facts, with neither being under any compulsion to act. 

“Present Fair Salable Value” shall mean the amount that could
be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of Parent and its Subsidiaries taken as a whole are sold on a going concern basis with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated. 

  
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 “Stated Liabilities”
shall mean the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of Parent and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of Subject
Transactions, determined in accordance with GAAP consistently applied. 
 “Identified Contingent
Liabilities” shall mean the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent
liabilities of Parent and its Subsidiaries taken as a whole after giving effect to the Subject Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities),
as identified and explained in terms of their nature and estimated magnitude by responsible officers of Parent. 

“Do not have Unreasonably Small Capital” shall mean Parent
and its Subsidiaries taken as a whole after giving effect to the Subject Transactions have sufficient capital to ensure that it is a going concern. 

“Can pay their Stated Liabilities and Identified Contingent Liabilities as they
mature” shall mean Parent and its Subsidiaries taken as a whole after giving effect to the Subject Transactions have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent
Liabilities as those liabilities mature or (in the case of contingent liabilities) otherwise become payable. 
 SECTION 3.23.
Sanctioned Persons. None of Parent, the Borrower, or any Subsidiary or any Unrestricted Subsidiary nor, to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate of Parent, the Borrower, any Subsidiary or
any Unrestricted Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State,
and each is currently in compliance with all rules and regulations promulgated by OFAC and the U.S. Department of State; and the Borrower will not directly or indirectly use the proceeds of the Loans or the Letters of Credit or otherwise make
available such proceeds to any person, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC or the U.S. Department of State. 

ARTICLE IV 
 Conditions of
Lending 
 The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder are subject to the
satisfaction of the following conditions: 

  
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 SECTION 4.01. All Credit Events. On the date of each Borrowing (other than a
conversion or a continuation of a Borrowing), including on the date of each issuance of or increase to a Letter of Credit (each such event being called a “Credit Event”): 

(a) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been
deemed given in accordance with Section 2.02) or, in the case of the issuance of or increase to a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of or increase to such Letter
of Credit as required by Section 2.23(b). 
 (b) (i) In the case of an Incremental Acquisition Term Loan or Incremental Acquisition
Revolving Credit Commitment Increase, the Specified Representations, and (ii) in all other cases, the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material
respects on and as of the date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. 

(c) Except in the case of any Incremental Acquisition Term Loan or Incremental Acquisition Revolving Credit Commitment Increase, at the time of
and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing. 
 Each Credit Event shall be
deemed to constitute a representation and warranty by the Borrower and Parent on the date of such Credit Event as to the applicable matters specified in paragraphs (b) and (c) of this Section 4.01. 

ARTICLE V 
 Affirmative
Covenants 
 Each of Parent and the Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect
and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and all Letters of Credit have been canceled or
have expired and all amounts drawn thereunder have been reimbursed in full or other arrangements acceptable to the Issuing Bank and the Administrative Agent have been made with respect thereto, unless the Required Lenders shall otherwise consent in
writing, each of Parent and the Borrower will, and will cause (i) in the case of Sections 5.01 and 5.02, each of the Material Subsidiaries, and (ii) in the case of Sections 5.03 through 5.15, each of the Subsidiaries to: 

SECTION 5.01. Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause to be done all things necessary
to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05. 

  
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 (b) (i) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep
in full force and effect the rights, licenses, permits, franchises and authorizations, material to the conduct of its business, except as could not reasonably be expected to have a Material Adverse Effect; (ii) comply in all material respects
with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except as could not reasonably be expected to have a Material Adverse Effect; and (iii) at all times
maintain and preserve all tangible property material to the conduct of such business and keep such property in good repair, working order and condition (subject to ordinary wear and tear, casualty and condemnation) and from time to time make, or
cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except as could not
reasonably be expected to have a Material Adverse Effect. 
 SECTION 5.02. Insurance. (a) Maintain with financially sound
and reputable insurers insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar
locations, including hospital liability (which shall include general liability, medical professional liability, contractual liability and druggists’ liability), workers’ compensation, employers’ liability, automobile liability and
physical damage coverage, environmental impairment liability, all risk property, business interruption, fidelity and crime insurance and public liability insurance against claims for personal injury or death or property damage occurring upon, in,
about or in connection with the use of any properties owned, occupied or controlled by it; provided that the Borrower may implement programs of self insurance in the ordinary course of business and in accordance with industry standards for a
company of similar size so long as reserves are maintained in accordance with GAAP for the liabilities associated therewith. 
 (b) Cause all
casualty and property policies covering any Collateral to name the Collateral Agent as loss payee or mortgagee, and/or additional insured, and each provider of any such insurance shall agree, by endorsement upon such policies issued by it, that it
will give the Administrative Agent 30 days prior written notice before any such policy or policies shall be altered or canceled. 
 (c) If at
any time the area in which the Premises (as defined in the Mortgages) are located is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain
flood insurance in such total amount as the Administrative Agent, the Collateral Agent or the Required Lenders may from time to time require, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster
Protection Act of 1973, as it may be amended from time to time. 
 SECTION 5.03. Obligations and Taxes. Pay and discharge
promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent, as well as all lawful claims for labor, materials and
supplies or otherwise that, if unpaid, 

  
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could reasonably be expected to give rise to a Lien upon such properties or any part thereof; provided, however, that such payment and discharge shall not be required with respect
to any such tax, assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Borrower shall have set aside on its books adequate reserves with respect
thereto in accordance with GAAP or (ii) the failure to pay and discharge such tax, assessment, charge, levy or claim could not reasonably be expected to have a Material Adverse Effect. 

SECTION 5.04. Financial Statements, Reports, etc. In the case of Parent, furnish to the Administrative Agent, which shall
furnish to each Lender: 
 (a) within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements
of income, stockholders’ equity and cash flows showing the financial condition of Parent and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such subsidiaries during such
year, together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such
accountants (which opinion shall be without a “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in
all material respects the financial condition and results of operations of Parent and its consolidated subsidiaries on a consolidated basis in accordance with GAAP; 

(b) within 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and
related statements of income, stockholders’ equity and cash flows showing the financial condition of Parent and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such
subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year all certified by one of its Financial Officers as fairly presenting in all
material respects the financial condition and results of operations of Parent and its consolidated subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments;

 (c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer of
the Borrower (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect
thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.11 (in the case of the financial statements delivered under paragraph
(a) only) and 6.13 and, with respect to any Permitted Acquisition consummated during the preceding quarter for total consideration in excess of $100,000,000, 6.04(h), (iii) setting forth the identity and value of any Hospital acquired in
fee by Parent or any Subsidiary during the preceding quarter and not 

  
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previously identified to the Administrative Agent if the fair market value thereof is in excess of $10,000,000, (iv) setting forth computations in reasonable detail satisfactory to the
Administrative Agent of the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Leverage Ratio and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, setting forth
Parent’s calculation of Excess Cash Flow and (v) specifying the amount of Net Cash Proceeds received in connection with Asset Sales during the preceding quarter together with a calculation of the amount of Net Cash Proceeds received in
connection with such Asset Sales that were (x) applied to prepay outstanding Term Loans and (y) reinvested pursuant to the first proviso of the definition of “Net Cash Proceeds”; 

(d) within 120 days after the beginning of each fiscal year of Parent, a detailed consolidated budget for such fiscal year (including a
projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available,
any significant revisions of such budget; 
 (e) promptly after the same become publicly available, copies of all periodic and other reports,
proxy statements and other materials filed by Parent, the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed to its shareholders, as the case may be; 

(f) promptly after the request by any Lender (made through the Administrative Agent), all documentation and other information that such Lender
reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; 

(g) promptly after the request by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1)
of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with
respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable
ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; 

(h) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Parent, the
Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request (on behalf of itself or any Lender); and 

(i) substantially contemporaneously with each designation of a Subsidiary as an “Unrestricted Subsidiary” and each redesignation of
an Unrestricted Subsidiary as a “Subsidiary”, provide written notice of such designation or redesignation, as applicable, to the Administrative Agent (who shall promptly notify the Lenders). 

  
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 SECTION 5.05. Litigation and Other Notices. Furnish to the Administrative Agent
prompt written notice of the following: 
 (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective
action (if any) taken or proposed to be taken with respect thereto; 
 (b) the filing or commencement of, or any threat or notice of
intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against Parent, the Borrower or any Subsidiary that could reasonably be expected to result in a
Material Adverse Effect; and 
 (c) any event or occurrence that has resulted in, or could reasonably be expected to result in, a Material
Adverse Effect. 
 SECTION 5.06. Information Regarding Collateral. Furnish to the Administrative Agent prompt written notice
of any change (i) in any Loan Party’s corporate name, (ii) in any Loan Party’s jurisdiction of organization or formation, (iii) in any Loan Party’s identity or corporate structure or (iv) in any Loan Party’s
Federal Taxpayer Identification Number. Parent and the Borrower agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in
order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Parent and the Borrower also agree promptly to notify the Administrative Agent if any
material portion of the Collateral is damaged or destroyed. 
 SECTION 5.07. Maintaining Records; Access to Properties and
Inspections; Maintenance of Ratings. (a) Keep books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities which permit
financial statements to be prepared in conformity with GAAP and all requirements of law. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or the Required Lenders to
visit and inspect the financial records and the properties of such person at reasonable times and as often as reasonably requested upon reasonable notice and to make extracts from and copies of such financial records (in each case excluding patient
medical records and any other material which is confidential pursuant to any laws, rules, regulations and decrees and orders of any Governmental Authority) and permit any representatives designated by the Administrative Agent or the Required Lenders
to discuss the affairs, finances and condition of such person with the officers thereof and independent accountants therefor (with a senior officer of the Borrower present); provided that, excluding any such visits and inspections during the
continuation of an Event of Default, only one such visit during any fiscal year shall be at the Borrower’s expense. 

  
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 (b) In the case of Parent and the Borrower, use commercially reasonable efforts to cause the
Credit Facilities to be continuously rated by S&P and Moody’s, and to maintain a corporate rating from S&P and a corporate family rating from Moody’s, in each case in respect of Parent. 

SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and request the issuance of Letters of Credit only for the purposes
specified in Section 3.13. 
 SECTION 5.09. Employee Benefits. (a) Comply in all material respects with the
applicable provisions of ERISA and the Code, except as would not reasonably be expected to have a Material Adverse Effect, and (b) furnish to the Administrative Agent as soon as possible after, and in any event within ten days after any
Responsible Officer of Parent, the Borrower or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrower
or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer of Parent or the Borrower setting forth details as to such ERISA Event and the action, if any, that Parent or the Borrower proposes to take with
respect thereto. 
 SECTION 5.10. Compliance with Environmental Laws. Comply and cause all lessees and other persons occupying
its properties to comply, in all material respects with all Environmental Laws applicable to its operations and properties; obtain and renew all material environmental permits necessary for its operations and properties; and promptly conduct any
remedial action in accordance with Environmental Laws; provided, however, that none of Parent, the Borrower or any Subsidiary shall be required to undertake any remedial action required by Environmental Laws to the extent that its
obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP. 

SECTION 5.11. Preparation of Environmental Reports. If a Default caused by reason of a breach of Section 3.17 or
Section 5.10 shall have occurred and be continuing for more than 20 days without Parent, the Borrower or any Subsidiary commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through
the Administrative Agent, the Borrower shall provide to the Lenders within 45 days after receipt of such request, at the expense of the Loan Parties, environmental site assessment reports (Phase I, Phase II and/or compliance audits) regarding
the matters which are the subject of such Default prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and indicating the compliance matter and/or the presence or absence of Hazardous Materials and the
estimated cost of any compliance or remedial action in connection with such Default. 
 SECTION 5.12. Further Assurances.
Execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under
applicable law, or that the Required Lenders, the Administrative Agent or the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant,


  
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preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Security Documents. The Borrower will cause any subsequently
acquired or organized Material Subsidiary (or any Subsidiary that becomes a Material Subsidiary) to become a Loan Party by executing the Guarantee and Collateral Agreement and each applicable Security Document in favor of the Collateral Agent. The
Borrower may, in its discretion, elect to cause a Permitted Joint Venture Subsidiary to become a Loan Party by complying with the foregoing sentence. In addition, except with respect to which, in the reasonable judgment of the Administrative Agent
(confirmed in writing by written notice to the Borrower), the cost or other consequences (including any Tax consequence) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom and subject to applicable
limitations set forth in the Security Documents, from time to time, the Borrower will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect
to such of its assets and properties as the Administrative Agent or the Required Lenders shall designate (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of Parent, the
Borrower and the Subsidiary Guarantors (including properties acquired subsequent to the Closing Date), except this Section 5.12 shall not require Parent, the Borrower or any Subsidiary Guarantor to (a) pledge (i) more than 65% of the
outstanding voting Equity Interests in any Foreign Subsidiary, (ii) any Equity Interest in any Non-Significant Subsidiary or (iii) any Equity Interest in any Permitted Syndication Subsidiary, any
Securitization Subsidiary or any Permitted Joint Venture Subsidiary to the extent the pledge of the Equity Interest in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law, or (b) grant security interests
in any asset that (i) would result in the violation of the enforceable anti-assignment provision of any contract, or would be prohibited by or would violate applicable law or contractual provisions (including any right of first refusal) or
would otherwise result in termination or any forfeiture under any contract, (ii) is a vehicle or other asset subject to certificate of title, (iii) require perfection through control agreements (including, to the extent required in the
relevant jurisdiction for deposit accounts and investment property), (iv) are minority Equity Interests, (v) are leasehold interests or (vi) is permitted to be so excluded under the Guarantee and Collateral Agreement. Such security
interests and Liens will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Collateral Agent, and the Borrower
shall deliver or cause to be delivered to the Lenders all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Collateral Agent shall reasonably request to evidence compliance with this
Section. Any requirement to mortgage real property that is acquired after the Closing Date pursuant to this Section 5.12 shall be limited to real property owned in fee by a Loan Party that (i) has a fair market value equal to or exceeding
$10,000,000, (ii) is not subject to a Lien permitted under Section 6.02(c), (n) or (s) (for so long as such Lien exists), and (iii) the Borrower does not intend to sell within six months of the acquisition thereof pursuant to clause
(i) or (x) of Section 6.05(b) or such longer period permitted by the Collateral Agent. No appraisals, environmental reports or surveys shall be required to be obtained in connection with any mortgage of real property pursuant to this
Section 5.12. Notwithstanding anything 

  
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contained in this Agreement to the contrary, no mortgage shall be executed and delivered with respect to any real property unless and until each Lender has received, at least 20 Business Days
prior to such execution and delivery, a life of loan flood zone determination and such other documents as it may reasonably request to complete its flood insurance due diligence and has confirmed to the Administrative Agent that flood insurance due
diligence and flood insurance compliance has been completed to its satisfaction (such written confirmation not to be unreasonably conditioned, withheld or delayed). The Borrower agrees to provide such evidence as the Collateral Agent shall
reasonably request as to the perfection and priority status of each such security interest and Lien. 
 SECTION 5.13. Proceeds of
Certain Dispositions. If, as a result of the receipt of any cash proceeds by Parent, the Borrower or any Subsidiary in connection with any sale, transfer, lease or other disposition of any asset the Borrower would be required by the terms of
any Senior Note Indenture or the documentation governing any other Material Indebtedness that is unsecured or secured by Liens junior to the Liens securing the Obligations to make an offer to purchase any of the Indebtedness thereunder, then, prior
to the first day on which the Borrower would be required to commence such an offer to purchase, (i) prepay Loans in accordance with Section 2.12 or 2.13, provided that the Borrower may use a portion of such cash proceeds to prepay
or repurchase Other Senior Secured Debt to the extent any applicable credit agreement, indenture or other agreement governing such Other Senior Secured Debt requires the Borrower to prepay or make an offer to purchase such Other Senior Secured Debt
with such cash proceeds, in each case in an amount not to exceed the product of (A) the amount of such cash proceeds and (B) a fraction, the numerator of which is the outstanding principal amount of such Other Senior Secured Debt and the
denominator of which is the sum of the outstanding principal amount of such Other Senior Secured Debt and the outstanding principal amount of Term Loans, or (ii) acquire assets or make investments in a manner that is permitted hereby, in each
case in a manner that will eliminate any such requirement to make such an offer to purchase. 
 SECTION 5.14. Operation of
Facilities. Use commercially reasonable efforts to operate, and cause the Subsidiaries to operate, the Facilities owned, leased or operated by Parent, the Borrower or any of the Subsidiaries now or in the future in a manner believed by the
Borrower to be consistent with prevailing health care industry standards in the locations where the Facilities exist from time to time, except to the extent failure to do so would not have a Material Adverse Effect. 

ARTICLE VI 
 Negative Covenants

 Each of Parent and the Borrower covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and
until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been cancelled or have
expired and all amounts drawn thereunder have been 

  
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reimbursed in full or other arrangements acceptable to the Issuing Bank and the Administrative Agent have been made with respect thereto, unless the Required Lenders shall otherwise consent in
writing, neither Parent nor the Borrower will, nor will they cause or permit any of the Subsidiaries to: 
 SECTION 6.01.
Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except: 
 (a) Indebtedness existing on the Third
Restatement Effective Date and set forth in Schedule 6.01 and any extensions, renewals, refinancings or replacements of such Indebtedness to the extent the principal amount of such Indebtedness is not increased (except by an amount equal to the
unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses incurred in connection with such extension, renewal, refinancing or replacement), neither the final maturity nor the weighted average life to
maturity of such Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the obligors thereof, if not the original obligors in respect of such
Indebtedness, are Loan Parties; 
 (b) Indebtedness created hereunder and under the other Loan Documents; 

(c) intercompany Indebtedness of Parent, the Borrower and the Subsidiaries to the extent permitted by Section 6.04(c); 

(d) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital
assets, and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (except by an amount equal to the unpaid accrued interest and premium thereon plus other
reasonable amounts paid and fees and expenses incurred in connection with such extension, renewal, refinancing or replacement); provided that (i) such Indebtedness is incurred prior to or within 270 days after such acquisition or the
completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic
Lease Obligations incurred pursuant to Section 6.01(e), shall not exceed $500,000,000 at any time outstanding; 
 (e) Capital Lease
Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d), not in excess of $500,000,000 at any time outstanding;

 (f) [reserved]; 
 (g)
Indebtedness under performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, including
those incurred to secure health, safety and environmental obligations in the ordinary course of business; 

  
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 (h) [reserved]; 

(i) Indebtedness in respect of Hedging Agreements permitted by Section 6.04(g); 

(j) Cash Management Obligations; 

(k) Indebtedness incurred by Foreign Subsidiaries in an aggregate principal amount not exceeding $75,000,000 at any time outstanding; 

(l) (i) Indebtedness under the ABL Facility Credit Agreement in an aggregate principal amount at any time outstanding not to exceed
$1,000,000,000 in the aggregate; provided that such Indebtedness is secured only by Liens permitted under Section 6.02(cc), or (ii) in lieu of Indebtedness under the foregoing clause (i), Indebtedness pursuant to any Permitted
Receivables Transaction incurred in accordance with Section 6.05(b); 
 (m) Indebtedness incurred to finance, or assumed in connection
with, one or more Permitted Acquisitions, and any extensions, renewals, refinancings or replacements of such Indebtedness to the extent the principal amount of such Indebtedness is not increased (except by an amount equal to the unpaid accrued
interest and premium thereon plus other reasonable amounts paid and fees and expenses incurred in connection with such extension, renewal, refinancing or replacement plus unused committed amounts), neither the final maturity nor the weighted average
life to maturity of such Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the obligors thereof, if not the original obligors in respect of such
Indebtedness, are Loan Parties; 
 (n) Indebtedness owed to a seller in a Permitted Acquisition or any other acquisition permitted under
Section 6.04, or a Permitted Joint Venture or to a buyer in a disposition permitted under Section 6.05 that (i) relates to post-closing adjustments with respect to accounts receivable, accounts payable, net worth and/or similar items
or earnouts or (ii) relates to indemnities granted to the seller or buyer in such transactions; 
 (o) Permitted Additional Debt,
provided that, at the time of incurrence of such Permitted Additional Debt, and after giving pro forma effect thereto and to the use of the proceeds thereof, the Interest Coverage Ratio (as such term and its component definitions are defined
on the Fourth Restatement Effective Date) shall not be less 2.25 to 1.0; 
 (p) Indebtedness in the nature of letters of credit (other than
Letters of Credit issued pursuant to this Agreement) issued for the account of Parent, the Borrower or any Subsidiary (and related reimbursement obligations) not to exceed an aggregate face amount of $100,000,000; 

  
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 (q) without duplication of any other Indebtedness,
non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness
otherwise permitted hereunder; 
 (r) from and after the latest Revolving Credit Maturity Date (including the final maturity date of any
Replacement Revolving Credit Facility), Indebtedness to finance the general needs of the Borrower and the Subsidiaries incurred after such latest Revolving Credit Maturity Date in an aggregate principal amount not to exceed, when taken together with
the aggregate principal amount of all other outstanding Indebtedness incurred in reliance on this paragraph (r), $425,000,000 at any time outstanding, provided that the Borrower shall have (i) repaid all Revolving Loans and reimbursed,
if any, all L/C Disbursements and made arrangements acceptable to the Issuing Bank and the Administrative Agent with respect to any outstanding Letters of Credit and (ii) paid all related fees and expenses, each in accordance with the terms of
this Agreement; 
 (s) Indebtedness consisting of obligations to pay insurance premiums; 

(t) except as otherwise expressly provided herein, Guarantees by Parent, the Borrower or the Subsidiaries of Indebtedness of Parent, the
Borrower and the Subsidiaries permitted to be incurred hereunder; 
 (u) other Indebtedness incurred after the Third Restatement Effective
Date of the Borrower or the Subsidiaries in an aggregate principal amount not exceeding $1,000,000,000 at any time outstanding; provided that, to the extent any such Indebtedness is incurred in an initial principal amount exceeding
$10,000,000 and the proceeds in excess of $10,000,000 of such Indebtedness incurred by any Subsidiary that is not a Guarantor are received by the Borrower or any Subsidiary that is a Guarantor (whether in the form of a dividend or distribution, loan
or otherwise), such proceeds shall be deemed to be cash proceeds received in respect of an Asset Sale and subject to the provisions of Section 2.13(b) (it being understood and agreed that the provisions of the definition of Net Cash Proceeds
and Available Reinvestment Proceeds shall apply to such cash proceeds); 
 (v) (x) Pari Passu Debt, provided that, either (i) at
the time of incurrence of such Pari Passu Debt, and after giving effect thereto and to the use of the proceeds thereof, (A) no Default or Event of Default shall have occurred and be continuing and (B) the Secured Net Leverage Ratio
Condition shall be satisfied or (ii) not later than the fifth Business Day following the incurrence thereof, 100% of the Net Cash Proceeds thereof are used by the Borrower to prepay Term Loans in the manner set forth in Section 2.13(g) and
(y) Pari Passu Debt or Permitted Additional Debt that refinances or replaces any existing Pari Passu Debt; provided that the principal amount of such Pari Passu Debt is not increased (except by an amount not to exceed (1) the amount
of unpaid accrued interest and premium on the existing Pari Passu Debt so refinanced or replaced, plus (2) other reasonable amounts paid and fees and expenses incurred in connection with such refinancing or replacement plus unused
commitments); 

  
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 (w) (i) Alternative Incremental Facility Indebtedness; provided that (x) at the time
of incurrence of such Alternative Incremental Facility Indebtedness the principal amount of such Alternative Incremental Facility Indebtedness does not exceed the Incremental Amount and (y) either (A) at the time of incurrence of such
Alternative Incremental Facility Indebtedness, and after giving effect thereto and to the use of the proceeds thereof, no Default or Event of Default shall have occurred and be continuing, (B) 100% of the Net Cash Proceeds thereof are used
within five Business Days of the incurrence thereof to prepay then-outstanding Term Loans pursuant to Section 2.12 or (C) such Indebtedness is incurred in connection with a Permitted Acquisition; and (ii) any extensions, renewals,
refinancings and replacements of Indebtedness permitted to be incurred pursuant to this Section 6.01(w) (the Indebtedness being extended, renewed, refinanced or replaced being referred to herein as the “Refinanced
Indebtedness”; and the Indebtedness incurred under this subclause (ii) being referred to herein as “Permitted Refinancing Indebtedness”); provided that (x) the principal amount of the Permitted
Refinancing Indebtedness is not increased (except by an amount equal to the accrued interest and premium on, or other amounts paid, and fees and expenses incurred, in connection with such extension, renewal, refinancing or replacement plus any
unused commitments) and (y) the Permitted Refinancing Indebtedness complies with clauses (a) through (g) of the definition of the term “Alternative Incremental Facility Indebtedness”; and 

(x) Other Junior Secured Debt of Loan Parties (and not guaranteed by any entities that are not Loan Parties), provided that (x) 100% of
the Net Cash Proceeds of such Other Junior Secured Debt refinances or replaces any existing Indebtedness of Loan Parties (including unpaid accrued interest and fees on such Indebtedness and other reasonable amounts paid and fees and expenses
incurred in connection with such refinancing or replacement) or (y) such Other Junior Secured Debt is exchanged for existing Indebtedness of Loan Parties, provided further that neither the final maturity nor the weighted average life to
maturity of such Other Junior Secured Debt is shorter than the applicable Indebtedness being refinanced, replaced or exchanged. 
 SECTION
6.02. Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including the Borrower or any Subsidiary) now owned or hereafter acquired by it or
on any income or revenues or rights in respect of any thereof, except: 
 (a) Liens on property or assets of the Borrower and the
Subsidiaries existing on the Third Restatement Effective Date and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secured on the Third Restatement Effective Date and extensions,
renewals and replacements thereof permitted hereunder; 
 (b) any Lien created under the Loan Documents; 

(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property
or assets of any person that becomes a Subsidiary after the Closing Date prior to the time such person 

  
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becomes a Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such person becoming a Subsidiary,
(ii) such Lien does not apply to any other property or assets of Parent, the Borrower or any Subsidiary (other than affixed or incorporated into the property covered by such Lien) and (iii) such Lien secures only those obligations which it
secures on the date of such acquisition or the date such person becomes a Subsidiary, as the case may be, and any extensions, renewals, refinancings or replacements of such obligations; 

(d) Liens, assessments or governmental charges or claims for taxes not yet delinquent or which are not required to be paid pursuant to
Section 5.03; 
 (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business and securing obligations that are not delinquent or which are not required to be paid under Section 5.03; 

(f) Liens incurred and pledges and deposits made in the ordinary course of business in connection with any self-retention or self-insurance, or
with respect to workmen’s compensation, unemployment insurance, general liability, medical malpractice, professional liability or property insurance and other social security laws or regulations; 

(g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations),
statutory obligations, surety and appeal bonds, government contracts, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

(h) zoning restrictions, easements, rights-of-way, rights of
first refusal, restrictions on use of real property, minor defects or irregularities in title and other similar charges or encumbrances which, in the aggregate, do not interfere in any material respect with the business of the Borrower and the
Subsidiaries, taken as a whole; 
 (i) zoning, building codes and other land use laws, regulations and ordinances regulating the use or
occupancy of real property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such real property which are not violated by the current use or occupancy of such real property or the operation
of the business of the Borrower or any of the Subsidiaries or any violation of which would not have a Material Adverse Effect; 
 (j) ground
leases in respect of real property on which Facilities owned or leased by the Borrower or any of the Subsidiaries are located; 
 (k) any
interest or title of a lessor or secured by a lessor’s interest under any lease permitted hereunder; 
 (l) leases or subleases granted
to others not interfering in any material respect with the business of the Borrower and the Subsidiaries, taken as a whole; 

  
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 (m) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods; 
 (n) Liens securing Indebtedness to finance the acquisition,
construction or improvement of fixed or capital assets; provided that (i) such security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is
created, within 270 days after such acquisition, construction or improvement, and (iii) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary, except for accessions to the property financed
with the proceeds of such Indebtedness and the proceeds and the products thereof; provided that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender
secured by a Lien permissibly incurred pursuant to this Section 6.02(n); 
 (o) Liens arising out of judgments or awards that do not
constitute an Event of Default under paragraph (i) of Article VII; 
 (p) Liens pursuant to Receivables Transactions incurred in
accordance with Section 6.05(b), including Liens on the assets of any Securitization Subsidiary created pursuant to a Receivables Transaction and Liens incurred by the Borrower and the Subsidiaries on Receivables to secure obligations owing by
them in respect of any such Receivables Transaction, provided that any Receivables not transferred to a Securitization Subsidiary in connection with such Receivables Transaction to the extent constituting intercompany indebtedness required to
be pledged pursuant to the Guarantee and Collateral Agreement shall be and remain subject to the perfected first priority Lien and security interest granted to the Collateral Agent in favor of the Lenders in accordance with the Guarantee and
Collateral Agreement; provided further; that no Liens shall be permitted under this clause (p) to the extent that any Liens are then outstanding under Section 6.02(cc) below; 

(q) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets that constitute
Collateral or the Equity Interests of the Borrower or any of the Domestic Subsidiaries, and (ii) such Liens extending to the assets of any Foreign Subsidiary secure only Indebtedness incurred by such Foreign Subsidiary pursuant to
Section 6.01(k); 
 (r) Liens (i) of a collecting bank arising under Section 4-210 of
the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution
arising as a matter of law encumbering deposits (including the right of set off); 
 (s) [reserved]; 

(t) Liens that are contractual rights of set-off (i) relating to the establishment of depository
relations with banks not given in connection with the 

  
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issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Parent, the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in
the ordinary course of business of Parent, the Borrower and the Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Parent, the Borrower or any Subsidiary in the ordinary course of business;

 (u) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered
into by the Borrower or any of the Subsidiaries in the ordinary course of business permitted hereunder; 
 (v) Liens solely on any cash
earnest money deposits made by Parent, the Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; 

(w) Liens securing insurance premiums financing arrangements, provided that such Liens are limited to the applicable unearned insurance
premiums; 
 (x) other Liens on assets not constituting Collateral, that do not, individually or in the aggregate, secure obligations in
excess of $300,000,000 at any one time; 
 (y) Liens on the Collateral which (i) secure Indebtedness incurred pursuant to
Section 6.01(r) and (ii) have the same priority as, or junior priority to, the Liens securing the Obligations; 
 (z) Liens on the
Collateral which (i) secure Pari Passu Debt Obligations and/or Alternative Incremental Facility Indebtedness and (ii) have the same priority as, or junior priority to, the Liens securing the Obligations; 

(aa) Liens on the Collateral which (i) secure Indebtedness incurred pursuant to Section 6.01(m) if, at the time of the incurrence or
assumption thereof, the Secured Net Leverage Ratio Condition is met, (ii) have the same priority as, or junior priority to, the Liens securing the Obligations and (iii) are subject to the Pari Passu Intercreditor Agreement or a Junior Lien
Intercreditor Agreement; 
 (bb) Liens on the Collateral which (i) secure Other Junior Secured Debt incurred pursuant to
Section 6.01(x) that is not secured by any asset other than Collateral that secures the Obligations, (ii) have junior priority to the Liens securing the Obligations and (iii) are subject to a Junior Lien Intercreditor Agreement; and

 (cc) Liens on the Collateral which secure Indebtedness incurred pursuant to Section 6.01(l)(i); provided that such Liens shall
be subject to the ABL Intercreditor Agreement. 
 SECTION 6.03. Sale and Lease-Back Transactions. Enter into any arrangement,
directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it
intends to 

  
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use for substantially the same purpose or purposes as the property being sold or transferred unless (a) the sale or transfer of such property is permitted by Section 6.05 and
(b) any Capital Lease Obligations, Synthetic Lease Obligations, or Liens arising in connection therewith are permitted by Sections 6.01 and 6.02, as the case may be. 

SECTION 6.04. Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or
other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except: 

(a) (i) investments by Parent, the Borrower and the Subsidiaries existing on the Closing Date in the Borrower and the Subsidiaries,
(ii) additional investments by Parent, the Borrower and the Subsidiaries in the Borrower and the Subsidiaries and any Unrestricted Subsidiaries and (iii) additional investments by Parent, the Borrower and the Subsidiaries in Permitted
Joint Ventures (subject to the limitations on such investments referred to in the definition of the term “Permitted Joint Ventures”); provided that (x) any Equity Interests held by a Loan Party shall be pledged to the extent
required by Section 5.12 and the Guarantee and Collateral Agreement and (y) any such investments made pursuant to clause (ii) above made by a Loan Party to a Subsidiary that is not a Loan Party, or made by Parent, the Borrower or any
Subsidiary to an Unrestricted Subsidiary, may only be made if (A) no Default or Event of Default shall have occurred and be continuing and (B) the aggregate amount of all such investments made by Loan Parties in Subsidiaries that are not
Loan Parties, or by Parent, the Borrower or any Subsidiary in an Unrestricted Subsidiary and outstanding at any time (without regard to any write-downs or write-offs thereof, and valued net in the case of intercompany loans and transferred
liabilities) shall not exceed $500,000,000 after the Third Restatement Effective Date plus the amount of dividends, distributions and other returns of capital actually received in cash by any Loan Party with respect to any such investments; for
purposes of the foregoing, if the Borrower designates a Subsidiary as an Unrestricted Subsidiary in accordance with the definition of the term “Unrestricted Subsidiary”, the Borrower will be deemed to have made an investment at that time
in the resulting Unrestricted Subsidiary in an aggregate amount equal to the fair market value of the net assets of such Unrestricted Subsidiary; 

(b) Permitted Investments; 
 (c)
(i) loans or advances in respect of intercompany accounts attributable to the operation of the Borrower’s cash management system (including with respect to intercompany self-insurance arrangements), (ii) loans or advances made by the Borrower
or any of the Subsidiaries to a Permitted Syndication Subsidiary for working capital needs evidenced by a promissory note that is pledged to the Collateral Agent so long as such loans or advances constitute Indebtedness of the primary obligor that
is not subordinate to any other Indebtedness of such obligor, and (iii) loans or advances made by Parent to the Borrower or any Subsidiary, the Borrower to Parent or any Subsidiary and by any Subsidiary to Parent, the Borrower or any other
Subsidiary; provided, however, that (x) any such loans and advances made by a Loan Party that are evidenced by a promissory note shall be pledged to the Collateral Agent for the ratable benefit of the


  
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Secured Parties pursuant to the Guarantee and Collateral Agreement (and any such loans and advances made by a Loan Party to a Subsidiary that is not a Loan Party shall be so evidenced and
pledged) and (y) any such loan or advance made by a Loan Party to a Subsidiary that is not a Loan Party or by Parent, the Borrower or any Subsidiary to an Unrestricted Subsidiary shall be subject to the requirements and limitations described in
clause (y) of the first proviso to Section 6.04(a), except to the extent that (1) such loan or advance shall be secured by a fully perfected, first-priority Lien on substantially all of the assets of the recipient of such loan or
advance and its subsidiaries (in each case of a type that would have constituted Collateral if such recipient were party to the applicable Security Documents) and (2) such Lien is collaterally assigned to the Collateral Agent for the benefit of
the Secured Parties, all on terms reasonably satisfactory to the Collateral Agent; 
 (d) investments received in connection with the
bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; 

(e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees, officers,
consultants and agents (including payroll advances, travel and entertainment advances and relocation loans in the ordinary course of business to employees, officers and agents of the Borrower or any such Subsidiary (or to any physician or other
health care professional associated with or agreeing to become associated with Parent, the Borrower or any Subsidiary or any Hospital owned or leased or operated by the Borrower or any Subsidiary (“Health Care Associates”)));

 (f) Guarantees to third parties made in the ordinary course of business in connection with the relocation of employees or agents of Health
Care Associates of the Borrower or any of the Subsidiaries; 
 (g) the Borrower and the Subsidiaries may enter into Hedging Agreements that
are not speculative in nature; 
 (h) the Borrower or any Subsidiary may acquire (including by any lease that contains upfront payments
and/or buyout options) all or substantially all the assets of a person or line of business of such person, or directly acquire and beneficially own (and retain the right to vote) more than 50% of the aggregate ordinary voting power and aggregate
equity value represented by the outstanding capital stock or other Equity Interests of any acquired or newly formed corporation or other entity that acquires or leases such person, division or line of business (referred to herein as the
“Acquired Entity”); provided that (i) as of the consummation thereof, such acquisition shall have been approved by the board of directors of the Acquired Entity; (ii) the Acquired Entity shall be in a
similar, related, incidental or complementary line of business as that of the Borrower and the Subsidiaries as conducted during the current and most recent calendar year; and (iii) at the time of such transaction (A)
[reserved], (B) if the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(h) after the Third Restatement Effective Date (including any Indebtedness


  
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of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to
earn-out provisions or similar obligations) shall exceed $500,000,000 in the aggregate (excluding the total consideration paid in respect of Permitted Acquisitions listed on Schedule 6.04(h) and
consideration consisting of, or funded with the proceeds of, Qualified Capital Stock and excluding any acquisition for total consideration of no more that $150,000,000), then the Borrower would be in compliance with the covenant set forth in
Section 6.13 on the last day of the most recently ended fiscal quarter for which financial statements have been or were required to be delivered, after giving pro forma effect to such transaction and to any other event occurring after such
period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(h) occurring after such period) as if such transaction had occurred as of the first day of such period,
(C) [reserved], (D) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.12 and the Security Documents within a period after consummation of such transaction agreed to by the
Administrative Agent (other than, in each case, any Captive Insurance Subsidiary or Securitization Subsidiary), and (E) the aggregate consideration paid in connection with all such acquisitions of Acquired Entities that become Foreign
Subsidiaries (or, in the case of an acquisition of assets, such assets are not directly acquired by Loan Parties), shall not exceed $300,000,000 (any acquisition of an Acquired Entity meeting all the applicable criteria of this Section 6.04(h)
being referred to herein as a “Permitted Acquisition”); 
 (i) Permitted Joint Ventures; 

(j) investments in a Permitted Syndication Subsidiary in connection with a Permitted Syndication Transaction made pursuant to
Section 6.05(b); 
 (k) investments in any Securitization Subsidiary or other person as required pursuant to the terms and conditions of
any Permitted Receivables Transaction made pursuant to Section 6.05(b); 
 (l) the Borrower or any of the Subsidiaries may acquire and
hold Receivables owing to it or Parent, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; 

(m) investments to the extent that payment for such investments is made with issuances of or the cash proceeds from the issuance of Equity
Interests of Parent; 
 (n) extensions of trade credit and purchases of equipment and inventory in the ordinary course of business; 

(o) loans and advances to Parent in lieu of, and not in excess of the amount of, dividends to the extent permitted to be made to Parent in
accordance with Section 6.06; 

  
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 (p) investments in the ordinary course of business consisting of endorsements for collection or
deposit and customary trade arrangements with customers consistent with past practices; 
 (q) investments by Parent, the Borrower and the
Subsidiaries in any Captive Insurance Subsidiary in an aggregate amount not to exceed 150% of the minimum amount of capital required under the laws of the jurisdiction in which such Captive Insurance Subsidiary is formed (plus any excess capital
generated as a result of any such prior investment that would result in an unfavorable tax or reimbursement impact if distributed), and other investments in any Captive Insurance Subsidiary to cover reasonable general corporate and overhead expenses
of such Captive Insurance Subsidiary; 
 (r) investments by any Captive Insurance Subsidiary; 

(s) investments in any Captive Insurance Subsidiary in connection with a push down by the Borrower of insurance reserves; 

(t) investments held by a person (including by way of acquisition, merger or consolidation) after the Closing Date otherwise in accordance with
this Section 6.04 to the extent that such investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; 

(u) investments in minority interests existing on the Closing Date; 

(v) the contribution or other transfer of property to any Spinout Subsidiary in connection with a Spinout Transaction and investments received
in connection with a Spinout Transaction; 
 (w) investments representing the non-cash portion of the
consideration received for an Asset Sale or other asset disposition permitted under Section 6.05; 
 (x) [reserved]; 

(y) (i) investments made using the Available Amount or (ii) investments made using the Available Declined Proceeds Amount; and 

(z) in addition to investments permitted by paragraphs (a) through (y) above, additional investments, loans and advances by the Borrower
and the Subsidiaries so long as the aggregate outstanding amount of investments, loans and advances pursuant to this paragraph (z) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed
$200,000,000 plus the amount of dividends, distributions and other returns of capital actually received in cash by any Loan Party or any of its Subsidiaries in respect of investments made in reliance on this paragraph (z) in the aggregate at
any time. 

  
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 It is understood and agreed that, in the event that any investment is made by the Borrower or any Subsidiary in
any person through substantially concurrent interim transfers of any amount through one or more other Subsidiaries, then such other substantially concurrent interim transfers shall be disregarded for purposes of this Section 6.04. 

SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other
person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter
acquired) of the Borrower or less than all the Equity Interests of any Subsidiary (other than pursuant to any Permitted Interest Transfer, any Permitted Joint Venture or transfers of Equity Interests of any Subsidiary to a Loan Party or by a
Subsidiary that is not a Subsidiary Guarantor to any Subsidiary or transfers of Equity Interests of a Subsidiary that remains a Subsidiary Guarantor after giving effect to such transfer), or purchase or otherwise acquire (in one transaction or a
series of transactions) all or substantially all of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell inventory in the ordinary course of business and (ii) if at the time thereof and
immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (w) Parent or the Borrower may merge with any other person (other than Parent and the Borrower); provided that (1) Parent
or the Borrower, as applicable, shall be the continuing and surviving person or the continuing or surviving person shall expressly assume the obligations of Parent or Borrower, as applicable, including all of the obligations under this Agreement and
the other Loan Documents, in a manner reasonably acceptable to the Administrative Agent, and (2) Parent and the Borrower or such continuing or surviving person, as applicable, remains organized under the laws of the United States, any state
thereof or the District of Columbia, (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any Subsidiary may merge into or consolidate with any other
Subsidiary in a transaction in which the surviving entity is a Subsidiary (provided that (A) if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) to the extent
any person other than the Borrower or a wholly owned Subsidiary receives any consideration in connection therewith, then such transaction shall be considered as an investment under the applicable paragraph of Section 6.04) and (z) the
Borrower and the Subsidiaries may make Permitted Acquisitions or any other investment, loan or advance permitted pursuant to Section 6.04 (including by merger), and may enter into Permitted Joint Ventures. 

(b) Make any Asset Sale otherwise permitted under paragraph (a) above unless such Asset Sale is: 

(i) for consideration that is at least equal to the fair market value of the assets being sold, transferred, leased or disposed
of; provided that for any disposition of assets with a fair market value of more than $50,000,000, at least 75% of such consideration is cash, cash equivalents or Permitted Investments; 

  
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 (ii) a Receivables Transaction, provided that (w) the material terms
and conditions and the structure of such Receivables Transaction have been approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed), (x) any Liens granted in connection with such Receivables Transaction shall
comply with the terms of Section 6.02(p), (y) the aggregate Receivables Transaction Amount outstanding at any time in respect of all Receivables Transactions does not exceed $3,000,000,000 and (z) to the extent Parent or any of its
subsidiaries shall receive aggregate Net Cash Proceeds in excess of $700,000,000 from the consummation of Receivables Transactions after the Third Restatement Effective Date, the Borrower shall, substantially simultaneously with (and in any event
not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds by Parent or such subsidiary, apply an amount equal to 100% of the amount of such Net Cash Proceeds so in excess of $700,000,000 to prepay then-outstanding
Indebtedness (other than Indebtedness in respect of revolving extensions of credit, except to the extent that any such prepayment is accompanied by a permanent reduction in related commitments) (any Receivables Transaction meeting all the criteria
of this Section 6.05(b)(ii) being referred to herein as a “Permitted Receivables Transaction”); 

(iii) a Syndication Transaction, provided that the aggregate amount or value of the consideration received by any
Permitted Syndication Subsidiary and/or the Borrower and the other Subsidiaries from third parties in connection with such Syndication Transaction (or series of Syndication Transactions), except for the Syndication Transactions listed on Schedule
6.05(b) (the “Syndication Proceeds”), when added to the aggregate Syndication Proceeds from all previous Permitted Syndications on or after the Closing Date does not exceed $200,000,000 (any Syndication Transaction meeting
the criteria of this Section 6.05(b)(iii) being referred to herein as a “Permitted Syndication Transaction”); 

(iv) any Permitted Interest Transfer; 

(v) for the sale or other disposition consummated by the Borrower or any of the Subsidiaries after the Closing Date of assets
constituting a subsidiary or business unit or units of the Borrower or the Subsidiaries (including a Facility) or the interest of the Borrower or the Subsidiaries therein, provided that (i) such sale or other disposition shall be made
for fair value on an arm’s-length basis and (ii) the consideration received for such sale or other disposition constitutes or would constitute a Permitted Acquisition, Permitted Joint Venture or
Permitted Syndication Subsidiary in accordance with the definition thereof; 
 (vi) the Borrower and the Subsidiaries may
abandon, allow to lapse or otherwise dispose of intangible property that the Borrower or such Subsidiary shall determine in its reasonable business judgment is immaterial to the conduct of its business; 

  
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 (vii) forgiveness of any loans or advances made pursuant to Section 6.04(e);

 (viii) transfers of property subject to casualty or a condemnation proceeding; 

(ix) Restricted Payments permitted pursuant to Section 6.06; 

(x) [reserved]; or 

(xi) any investment, loan or advance permitted pursuant to Section 6.04. 

For the purposes of Section 6.05(b)(i), the following will be deemed to be cash: 

(i) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Borrower or a
Subsidiary (other than subordinated Indebtedness of the Borrower or a Guarantor) and the release of the Borrower or such Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Sale; 

(ii) securities, notes or other obligations received by the Borrower or any Subsidiary of the Borrower from the transferee that
are converted by the Borrower or such Subsidiary into cash or cash equivalents (including Permitted Investments) within 180 days following the closing of such Asset Sale; 

(iii) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Asset Sale, to the extent that the
Borrower and each other Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; 

(iv) consideration consisting of Indebtedness of the Borrower (other than subordinated Indebtedness) received after the Third
Restatement Effective Date from persons who are not the Borrower or any Subsidiary; and 
 (v) any Designated Non-Cash Consideration received by the Borrower or any Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash
Consideration received pursuant to this covenant that is at that time outstanding, not to exceed the greater of $800,000,000 and 3.0% of Total Assets (with the fair market value of each item of Designated
Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). 

  
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 SECTION 6.06. Restricted Payments; Restrictive Agreements. (a) Declare or
make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement); provided, however, that 

(i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders; 

(ii) Parent, the Borrower or any Subsidiary may distribute the Equity Interests of a Spinout Subsidiary pursuant to a Spinout
Transaction; 
 (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result
therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, repurchase its Equity Interests owned by current or former employees, directors or consultants of Parent, the Borrower or the Subsidiaries or make
payments to employees, directors or consultants of Parent, the Borrower or the Subsidiaries in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management
incentive plans in an aggregate amount not to exceed $60,000,000 in any fiscal year; 
 (iv) the Borrower may make Restricted
Payments to Parent (A) (x) to the extent necessary to pay general corporate and overhead expenses incurred by Parent in the ordinary course of business (including legal, accounting and similar expenses) and expenses necessary to maintain its
status as a publicly held corporation, and (y) in an amount necessary to pay the Tax liabilities of Parent or (B) consisting of (1) costs (including all professional fees and expenses) incurred by Parent in connection with reporting
obligations under or otherwise incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, the Senior Notes, the Loan Documents or any other agreement
or instrument relating to Indebtedness of the Borrower or any Subsidiary, customary indemnification obligations of Parent owing to directors, officers, employees or other persons under its charter or by-laws
or pursuant to written agreements with any such person to the extent relating to the Borrower and its Subsidiaries, (2) obligations of Parent in respect of director and officer insurance (including premiums therefor) to the extent relating to
the Borrower and its Subsidiaries, (3) expenses incurred by Parent in connection with any public offering or other sale of Equity Interests or Indebtedness: (x) where the net proceeds of such offering or sale are intended to be received by
or contributed to the Borrower or a Subsidiary, (y) in a pro-rated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed, or (z) otherwise
on an interim basis prior to completion of such offering so long as Parent shall cause the amount of such expenses to be repaid to the Borrower or the relevant Subsidiary out of the proceeds of such offering promptly if completed; provided,
however, that all Restricted Payments made to Parent pursuant to this clause (iv) are used by Parent for the purposes specified herein within 20 days of the receipt thereof; 

  
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 (v) in addition to Restricted Payments permitted by clauses (i) through (iv)
above, so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate amount from and after the
Third Restatement Effective Date not to exceed $200,000,000 less the amount of payments made from and after the Third Restatement Effective Date pursuant to Section 6.09(b)(i); 

(vi) the Borrower may net shares under employee benefits plans to settle option price payments owed by employees and directors
with respect thereto and to settle employees’ and directors’ Federal, state and income tax liabilities (if any) related thereto; 

(vii) so long as (A) no Event of Default or Default shall have occurred and be continuing or would result therefrom and
(B) at the time of and after giving effect thereto, the Secured Net Leverage Ratio shall not be greater than 3.5 to 1.0, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an amount not to exceed the
Available Amount at the time such Restricted Payment is made; 
 (viii) so long as no Event of Default or Default shall have
occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, (A) repurchase any of its Equity Interests, or (B) make payments to employees, directors or
consultants of Parent, the Borrower or the Subsidiaries in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans, in each case in an
aggregate amount not to exceed the Received Exercise Proceeds Amount at the time such Restricted Payment is made; 
 (ix) so
long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate amount not to exceed $25,000,000 in any
fiscal year, beginning with the fiscal year ending December 31, 2013; 
 (x) Parent, Borrower or any Subsidiary may make
a payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement; 

(xi) Parent, Borrower or any Subsidiary may make a purchase, repurchase, redemption, defeasance or other acquisition or
retirement of preferred Equity Interests made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the
proceeds of the substantially concurrent sale of, preferred Equity Interests of the Borrower or 

  
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Parent (other than Disqualified Stock and other than preferred Equity Interests sold to a Subsidiary) or a substantially concurrent contribution to the equity (other than through the issuance of
Disqualified Stock or by preferred Equity Interests sold to any Subsidiary) of the Borrower or Parent; 
 (xii) the Borrower
may make payments or loans, advances, dividends or distributions to Parent to make payments to holders of Equity Interests of Parent in lieu of the issuance of fractional shares of such Equity Interests, provided, however, that any such
payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Equity Interests (as determined in
good faith by the board of directors of the Borrower); 
 (xiii) Parent, the Borrower or any Subsidiary may make purchases,
repurchases, redemptions, defeasances or other acquisitions or retirements of Equity Interests deemed to occur upon the exercise of stock options, warrants or other rights in respect thereof if such Equity Interests represent a portion of the
exercise price thereof; and 
 (xiv) Parent, the Borrower or any Subsidiary may pay dividends or other distributions of
Equity Interests of, or Indebtedness owed to Parent, the Borrower or a Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash or cash equivalents (including Permitted Investments)). 

(b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon
(i) the ability of Parent, the Borrower or any Subsidiary (other than any Permitted Joint Venture Subsidiary) to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of
any Subsidiary (other than any Permitted Joint Venture Subsidiary) to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any Subsidiary Guarantor or to Guarantee
Indebtedness of the Borrower or any Subsidiary Guarantor; provided (x) that the foregoing shall not apply to restrictions and conditions (A) imposed by law or by any Loan Document or any Senior Note Indenture,
(B) contained in agreements relating to the sale of a Subsidiary or other assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale is permitted
hereunder, (C) imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) imposed pursuant to other Indebtedness incurred pursuant to Section 6.01 with such
encumbrances and restrictions that, taken as a whole, are not more restrictive than the terms hereof, (E) contained in any agreement relating to a Permitted Receivables Transaction if such restrictions or encumbrances apply only to the relevant
Permitted Receivables Transaction and are required pursuant to the terms and conditions of such Permitted Receivables Transaction, (F) on Permitted Joint Ventures or other joint ventures permitted under Section 6.04 and Permitted
Syndication Subsidiaries imposed by the terms of the agreements governing the same, (G) applicable to an Acquired Entity at the time such Acquired Entity became a Subsidiary, so long as such restriction or


  
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encumbrance was not created in contemplation of or in connection with such Acquired Entity becoming a Subsidiary and apply only to such Acquired Entity, (H) imposed by any credit agreement,
indenture or other agreement governing Pari Passu Debt or Alternative Incremental Facility Indebtedness, so long as such restrictions and conditions are not less favorable to the Lenders than to the holders of such Pari Passu Debt or such
Alternative Incremental Facility Indebtedness, as the case may be and (I) contained in the ABL Facility Credit Agreement or the other ABL Facility Loan Documents; and (y) clause (i) of the foregoing shall not apply to restrictions or
conditions (A) that are customary provisions in leases and other contracts restricting the assignment thereof and any right of first refusal and (B) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if
such restrictions or conditions apply only to the property or assets securing such Indebtedness. 
 For the avoidance of doubt, any transaction permitted
pursuant to this Section 6.06 to be made or consummated by the Borrower (other than Section 6.06(a)(iv)) shall be permitted to be made or consummated by Parent. 

SECTION 6.07. Transactions with Affiliates. Except for (a) transactions between or among Parent and its Subsidiaries or
described on Schedule 6.07 and (b) the contribution or other transfer by Parent, the Borrower or any Subsidiary of property owned by it to any Spinout Subsidiary pursuant to a Spinout Transaction and transition services agreements, tax
sharing agreements, intellectual property sharing agreements, real estate matter and employee matter agreements, indemnification and insurance agreements and other similar agreements among Parent, the Borrower, any Subsidiary and a Spinout
Subsidiary entered into in connection with a Spinout Transaction, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except
(i) the Borrower or any Subsidiary may engage in any of the foregoing transactions on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an
arm’s-length basis from unrelated third parties, (ii) Parent, the Borrower and the Subsidiaries may make (x) investments, loans and advances and (y) Restricted Payments, permitted by
Section 6.04 and Section 6.06, respectively, (iii) the Borrower may engage in Receivables Transactions, (iv) any issuance of Equity Interests otherwise permitted hereunder, (v) any issuance of Equity Interests, or other
payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans, or indemnities provided on behalf of employees or directors and approved by the board of
directors or senior management of Parent and (vi) the payment of reasonable fees to directors of Parent, the Borrower and the Subsidiaries who are not employees of Parent, the Borrower or the Subsidiaries. 

SECTION 6.08. Business of Parent, Borrower and Subsidiaries. Engage at any time in any business or business activity other than
the business currently conducted by it and business activities reasonably similar, incidental or complementary thereto and reasonable extensions thereof. 

  
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 SECTION 6.09. Other Indebtedness. (a) Permit any waiver, supplement,
modification or amendment of any Senior Note Indenture or any waiver, supplement, modification or amendment of any indenture, instrument or agreement pursuant to which any subordinated Material Indebtedness of Parent, the Borrower or any of the
Subsidiaries (other than, for the avoidance of doubt, the ABL Facility Credit Agreement and other ABL Facility Loan Documents) is outstanding if the effect of such waiver, supplement, modification or amendment would materially increase the
obligations of the obligor (except as permitted by this Agreement) or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Lenders. 

(b) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal
and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase,
retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any subordinated Indebtedness (other than intercompany Indebtedness); provided, however, that, so long as no Default or Event of Default
shall have occurred and be continuing at the date of such redemption, repurchase, retirement or other acquisition for consideration, or would result therefrom, Parent, the Borrower or any Subsidiary may redeem, repurchase, retire or otherwise
acquire for consideration (i) (i) from and after the Third Restatement Effective Date, subordinated Indebtedness for an aggregate price not in excess of (A) $300,000,000 less (B) the amount of Restricted Payments made from and after
the Third Restatement Effective Date pursuant to clause (v) of Section 6.06(a), (ii) subordinated Indebtedness with the proceeds of or in exchange for (A) subordinated Indebtedness that is permitted pursuant to Section 6.01
and is subordinated on terms not materially less advantageous to the Lenders than those of the Indebtedness being redeemed, repurchased, retired or otherwise acquired for consideration or (B) the issuance of Equity Interests,
(iv) subordinated Indebtedness so long as (A) the amount paid in respect thereof does not exceed the Available Amount at the time paid and (B) at the time of and after giving effect thereto, the Secured Net Leverage Ratio shall not be
greater than 4.0 to 1.0, or (v) subordinated Indebtedness so long as (A) the amount paid in respect thereof does not exceed the Available Declined Proceeds Amount at the time paid and (B) at the time of and after giving effect
thereto, the Secured Net Leverage Ratio shall not be greater than 4.0 to 1.0. 
 (c) Nothing in this Section 6.09 shall limit or
otherwise prohibit the making (and any payment in connection therewith) of any “Change of Control Offer” in accordance with clause (f) of Article VII. 

SECTION 6.10. Practice Guarantees. Enter into Practice Guarantees with a term of 30 months or longer in an aggregate amount in
excess of $300,000,000 in effect at any time with respect to all such Practice Guarantees. 
 SECTION 6.11. Capital
Expenditures. Permit the aggregate amount of Capital Expenditures (other than Replacement Capital Expenditures) made by Parent, the Borrower and the Subsidiaries in any period set forth below to exceed the greater of


  
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(a) 7.5% of consolidated net revenues of Parent, the Borrower and the Subsidiaries for the immediately preceding fiscal year (as set forth in the financial statements delivered pursuant to
Section 5.04(a) with respect to such fiscal year) and (b) $1,100,000,000 (such greater amount, the “Permitted Capital Expenditure Amount”): 

In any year in which a Permitted Acquisition occurs, the Permitted Capital Expenditure Amount in respect of such fiscal year shall be
increased (but not decreased) by an amount equal to 7.5% of the net revenues generated by the Acquired Entity acquired during the preceding fiscal year of such Acquired Entity (pro rated based on the number of days remaining in such fiscal year). In
addition, to the extent any portion of the Permitted Capital Expenditure Amount for any fiscal year (as the same may have been increased pursuant to the preceding sentence) is not fully expended during such fiscal year, then 50% of the amount not so
expended may be carried forward to and used in succeeding fiscal years. In addition, for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 6.11 may be increased by
an amount not to exceed 50% of the Permitted Capital Expenditure Amount for the immediately succeeding fiscal year (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of any such fiscal year
shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that would have been permitted to be made in the immediately succeeding fiscal year. In
addition, for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 6.11 may be increased by an amount not to exceed $400,000,000 if, at the time of such expenditure,
both before and after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing and (y) the Leverage Ratio is less than 4.50 to 1.00. 

The provisions of this Section 6.11 are solely for the benefit of the Revolving Credit Lenders and any Lenders having Other Term A Loans
and, notwithstanding the provisions of Section 9.08, the Required Covenant Lenders may (i) amend or otherwise modify Section 6.11 or, solely for purposes of Section 6.11, the defined terms used, directly or indirectly, therein,
or (ii) waive any non-compliance with Section 6.11 or any Event of Default resulting from such non-compliance, in each case without the consent of any other
Lenders. 
 SECTION 6.12. [Reserved]. 

SECTION 6.13. Maximum First Lien Net Leverage Ratio. Permit the First Lien Net Leverage Ratio as of the last day of any fiscal
quarter ending during a period set forth below to be greater than the ratio set forth opposite such period below: 

  
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	 Period
	  	Ratio	 
	 October 1, 2017 through June 30, 2018
	  	 	5.25 to 1.00	 
	 July 1, 2018 through December 31, 2018
	  	 	5.00 to 1.00	 
	 January 1, 2019 through December 31, 2019
	  	 	4.75 to 1.00	 
	 January 1, 2020 through June 30, 2020
	  	 	4.50 to 1.00	 
	 Thereafter
	  	 	4.25 to 1.00	 

 The provisions of this Section 6.13 are solely for the benefit of the Revolving Credit Lenders and any Lenders having
Other Term A Loans and, notwithstanding the provisions of Section 9.08, the Required Covenant Lenders may (i) amend or otherwise modify Section 6.13 or, solely for the purposes of Section 6.13, the defined terms used, directly or
indirectly, therein, or (ii) waive any non-compliance with Section 6.13 or any Event of Default resulting from such non-compliance, in each case without the
consent of any other Lenders. 
 SECTION 6.14. Fiscal Year. With respect to Parent and the Borrower, change their fiscal year-end to a date other than December 31. 
 ARTICLE VII 

Events of Default 
 In
case of the happening of any of the following events (“Events of Default”): 
 (a) any representation, warranty or
statement made or deemed made by any Loan Party herein or in any other Loan Document or any certificate delivered or required to be delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which it was
made or deemed made; 
 (b) default shall be made in the payment of any principal of any Loan or the reimbursement with respect to any L/C
Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise; 

(c) default shall be made in the payment of any interest on any Loan or any Fee or L/C Disbursement or any other amount (other than an amount
referred to in (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five Business Days; 

(d) (i) default shall be made in the due observance or performance by Parent, the Borrower or any Subsidiary of any covenant, condition or
agreement contained in Section 5.01(a) (with respect to Parent and the Borrower only), 5.05(a) or 5.08 or in Article VI (other than Section 6.11 or Section 6.13); (ii) solely for the benefit of the Revolving Credit Lenders and
Lenders holding Other Term A Loans, default shall be made in the due observance or performance by Parent, the Borrower or any Subsidiary of any covenant, condition or agreement contained in Section 6.11 or Section 6.13; or (iii) an
Event of Default shall have occurred under paragraph (d)(ii) and the Required Covenant Lenders shall have terminated any Revolving Credit Commitments or shall have accelerated any Loans; 

  
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 (e) default shall be made in the due observance or performance by Parent, the Borrower or any
Subsidiary of any covenant or agreement contained in any Loan Document (other than those specified in (b), (c) or (d) above) and such default shall continue unremedied for a period of 30 days after notice thereof from the Administrative
Agent or any Lender to the Borrower; 
 (f) (i) Parent, the Borrower or any Subsidiary shall fail to pay any principal, interest or
other amount due in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any grace period) or (ii) any other event or condition occurs that results in any Material Indebtedness (other
than any Material Indebtedness of any Securitization Subsidiary) becoming due prior to its scheduled maturity or that enables or permits (after giving effect to any grace period) the holder or holders of any Material Indebtedness or any trustee or
agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity or that results in the termination or permits any counterparty
to terminate any Hedging Agreement the obligations under which constitute Material Indebtedness; provided that (A) this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness, and (B) for the avoidance of doubt, a requirement to make a mandatory offer to repurchase under the terms of any Indebtedness of any person acquired by the Borrower or any of its
Subsidiaries pursuant to any Permitted Acquisition as a result of a “change of control” (or equivalent term) shall not constitute a Default or an Event of Default under this clause (ii) so long as (I) on or prior to the date the
events constituting such “change of control” (or equivalent term) occur, either (1) the terms of such Indebtedness have been amended to eliminate the requirement to make such offer or (2) such Indebtedness has been defeased or
discharged so that such requirement shall no longer apply (and, in the event such “change of control” is subject to a requirement that a specific credit ratings event or similar condition subsequent occur, no Event of Default shall exist
pursuant to this paragraph (ii) until such time as the specific credit ratings event or similar condition subsequent has also occurred resulting in the obligor under such Indebtedness to become unconditionally obligated to make such offer) or
(II) (x) the sum of (1) the aggregate amount of unrestricted cash, cash equivalents and Permitted Investments held by Parent, the Borrower and the Subsidiaries plus any available debt financing commitments from any Revolving Lender or any
Affiliate of a Revolving Lender or any other financial institution of nationally recognized standing available to the Borrower or its Subsidiaries for purposes of refinancing such Indebtedness is at least equal to the aggregate amount that would be
required to repay such Indebtedness pursuant to any required “change of control offer” (or equivalent term) pursuant to the terms of such Indebtedness at all times prior to the expiration of the rights of the holders of such Indebtedness
to require the repurchase or repayment of such Indebtedness as a result of such acquisition and (y) the Borrower or the applicable Subsidiary complies with the provisions of such Indebtedness that are applicable as a result of such acquisition
(including by consummating any required “change of control offer” (or equivalent term) for such Indebtedness); provided  

  
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further that this clause (f) shall not apply if (x) such failure is remedied or waived by the holders of such Indebtedness prior to any termination of the Commitments or
acceleration of the Loans pursuant to this Article VII or (y) such failure is a breach of a financial covenant in the ABL Facility Credit Agreement, in which case, the failure shall not constitute Default or an Event of Default with respect to
any Loans hereunder unless and until the ABL Lenders have declared all amounts outstanding under the ABL Facility Credit Agreement to be immediately due and payable and all outstanding commitments under the ABL Facility Credit Agreement to be
immediately terminated, and such declaration has not been rescinded on or before such date; 
 (g) an involuntary proceeding shall be
commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Parent, the Borrower or any Subsidiary (other than a Non-Significant Subsidiary
within the meaning of clause (a) of the definition thereof), or of a substantial part of the property or assets of Parent, the Borrower or a Subsidiary (other than a Non-Significant Subsidiary within the
meaning of clause (a) of the definition thereof), under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Parent, the Borrower or any Subsidiary (other than a Non-Significant Subsidiary within the meaning of
clause (a) of the definition thereof) or for a substantial part of the property or assets of Parent, the Borrower or a Subsidiary or (iii) the winding-up or liquidation of Parent, the Borrower or any
Subsidiary (other than a Non-Significant Subsidiary within the meaning of clause (a) of the definition thereof); and such proceeding or petition shall continue undismissed for 60 days or an order or
decree approving or ordering any of the foregoing shall be entered; 
 (h) Parent, the Borrower or any Subsidiary (other than a Non-Significant Subsidiary within the meaning of clause (a) of the definition thereof) shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United
States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of any proceeding or the filing of any petition described in
(g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Parent, the Borrower or any Subsidiary (other than a
Non-Significant Subsidiary within the meaning of clause (a) of the definition thereof) or for a substantial part of the property or assets of Parent, the Borrower or any Subsidiary (other than a Non-Significant Subsidiary within the meaning of clause (a) of the definition thereof), (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any corporate action for the purpose of effecting any
of the foregoing; 
 (i) one or more judgments shall be rendered against Parent, the Borrower, any Subsidiary or any combination thereof (not
paid or fully covered by insurance) and the same shall remain undischarged for a period of 30 consecutive days 

  
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during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of Parent, the Borrower or any Subsidiary to
enforce any such judgment and such judgment is for the payment of money in an aggregate amount in excess of $125,000,000; 
 (j) an ERISA
Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect; 

(k) any Guarantee under the Guarantee and Collateral Agreement for any reason shall cease to be in full force and effect (other than in
accordance with its terms), or any Guarantor shall deny in writing that it has any further liability under the Guarantee and Collateral Agreement (other than as a result of the discharge of such Guarantor in accordance with the terms of the Loan
Documents); 
 (l) any security interest purported to be created by any Security Document with respect to any Collateral with an aggregate
fair market value in excess of $125,000,000 shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected (subject to the qualifications set forth in Section 3.19(a)), first priority (except as
otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the
Collateral Agent to maintain possession of certificates representing securities pledged under the Guarantee and Collateral Agreement or any other act or omission by the Collateral Agent and except to the extent that such loss is covered by a
lender’s title insurance policy and the related insurer does not deny that such loss is covered by such title insurance policy; 
 (m)
the Indebtedness under any subordinated Indebtedness of Parent, the Borrower or any Subsidiary constituting Material Indebtedness shall cease (or any Loan Party or an Affiliate of any Loan Party shall so assert), for any reason, to be validly
subordinated to the Obligations as provided in the agreements evidencing such subordinated Indebtedness; 
 (n) there shall have occurred a
Change in Control; 
 (o) on any date, any Pari Passu Debt that at the time would constitute Material Indebtedness and that has a final
stated maturity date within 91 days of such date, shall remain outstanding; 
 (p) so long as any Other Senior Secured Debt is outstanding,
any Pari Passu Intercreditor Agreement shall cease to be effective or cease to be legally valid and binding, or otherwise not be effective to create the rights and obligations purported to be created thereunder, unless the same (i) results
directly from the action or inaction of the Collateral Agent or (ii) is not materially adverse to the Lenders; 
 (q) so long as any
Other Junior Secured Debt is outstanding, any Junior Lien Intercreditor Agreement shall cease to be effective or cease to be legally valid and binding, or otherwise not be effective to create the rights and obligations purported to be created
thereunder, unless the same (i) results directly from the action or inaction of the Collateral Agent or (ii) is not materially adverse to the Lenders; or 

  
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 (r) so long as any commitments or loans under the ABL Facility Credit Agreement are outstanding,
the ABL Intercreditor Agreement shall cease to be effective or cease to be legally valid and binding, or otherwise not be effective to create the rights and obligations purported to be created thereunder, unless the same (i) results directly
from the action or inaction of the Collateral Agent or (ii) is not materially adverse to Lenders; 
 then, and in every such event (other than an event
with respect to Parent or the Borrower described in paragraph (g) or (h) above or an event described in paragraph (d)(ii) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of
the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith
due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any
other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to
the contrary notwithstanding; in any event with respect to Parent or the Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any such event described in paragraph (d)(ii) above, and at any time thereafter during
the continuance of such event, the Administrative Agent, at the request of the Required Covenant Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate
forthwith the Revolving Credit Commitments and (ii) declare the Other Term A Loans and Revolving Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of such Loans so declared to be due and
payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document in respect of the Revolving Credit Commitments or such Loans, shall become
forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding. 

Notwithstanding anything to the contrary contained in this Article VII, upon the request of the Borrower made in writing to the Administrative
Agent, in the event of any Event of Default under any covenant set forth in Section 6.13 and until the expiration of 

  
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the tenth Business Day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Parent may issue Qualified Capital Stock
and elect to treat all or any portion of the net cash proceeds thereof as having increased Consolidated EBITDA with respect to such applicable quarter solely for the purpose of determining actual and pro forma compliance with Section 6.13 at
the end of such applicable quarter and applicable subsequent periods and for purposes of determining whether the Secured Net Leverage Ratio Condition has been satisfied and not for any other purpose of this Agreement (including determining the
Applicable Percentage); provided that (a) such proceeds (i) are actually received by Parent and contributed to the Borrower no later than ten days after the date on which financial statements are required to be delivered with
respect to such fiscal quarter hereunder and (ii) do not exceed the aggregate amount necessary to cause Parent to be in compliance with the covenants under Section 6.13 for any applicable period and (b) in each period of four fiscal
quarters, there shall be at least two fiscal quarters in which no such right to cure permitted by this paragraph is utilized. 
 ARTICLE VIII

 The Administrative Agent and the Collateral Agent; Certain ERISA Matters 

SECTION 8.01. The Administrative Agent and the Collateral Agent. Each of the Lenders and the Issuing Bank hereby irrevocably
appoints the Administrative Agent and the Collateral Agent (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the “Agents”) its
agent and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without
limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by
and in accordance with the provisions of this Agreement and the Security Documents. 
 The bank serving as the Administrative Agent and/or
the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of business with Parent, the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. 

Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of
the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.08 or in the ABL 

  
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Intercreditor Agreement), and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any
information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. Neither Agent shall be liable
for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08 or in the ABL
Intercreditor Agreement) or in the absence of its own gross negligence or willful misconduct. Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by Parent, the Borrower or a
Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or
other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items
expressly required to be delivered to such Agent. 
 Each Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. Each Agent may also rely upon any statement made to it
orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and
other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more
sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such
sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facilities as well as activities as Agent. 

Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time by notifying the
Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent (not to be unreasonably withheld or delayed) of the Borrower, to appoint a successor; provided that during the
existence and continuation of an Event of Default pursuant to paragraph (b), (c), (g) or (h) of Article VII, no consent of the Borrower shall be required. If no successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Agent gives notice 

  
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of its resignation, then the retirement of the retiring Agent shall become effective on such 30th day and the retiring Agent may (but shall not have any obligation to do so), on behalf of the
Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $1,000,000,000, or an Affiliate of any such bank and, so long as no Event of
Default pursuant to paragraph (b), (c), (g) or (h) of Article VII shall have occurred and be continuing, reasonably acceptable to the Borrower. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall
be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the
benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent. 

Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents or any other Lender and based on such
documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document
furnished hereunder or thereunder. 
 SECTION 8.02. Certain ERISA Matters. (a) Each Lender (x) represents and
warrants, as of the date such person became a Lender party hereto, to, and (y) covenants, from the date such person became a Lender party hereto to the date such person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, each Arranger and their respective Affiliates, that at least one of the following is and will be true: 
 (i) such
Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the
Letters of Credit or the Commitments, 
 (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a
class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house
asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, 

  
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 (iii) (A) such Lender is an investment fund managed by a “Qualified
Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and
this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the
Commitments and this Agreement, or 
 (iv) such other representation, warranty and covenant as may be agreed in writing
between the Administrative Agent, in its sole discretion, and such Lender. 
 (b) In addition, unless
sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such person became a Lender party hereto, to, and (y) covenants, from the date
such person became a Lender party hereto to the date such person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the
benefit of the Borrower or any other Loan Party, that: 
 (i) none of the Administrative Agent, any Arranger or any of their
respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to
hereto or thereto), 
 (ii) the person making the investment decision on behalf of such Lender with respect to the entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank,
an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR §
2510.3-21(c)(1)(i)(A)-(E), 
 (iii) the person making the investment decision on
behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in
general and with regard to particular transactions and investment strategies (including in respect of the Obligations), 

  
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 (iv) the person making the investment decision on behalf of such Lender with
respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of
Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and 

(v) no fee or other compensation is being paid directly to the Administrative Agent, any Arranger or any their respective
Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. 

(c) The Administrative Agent and each Arranger hereby informs the Lenders that each such person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such person has a financial interest in the transactions contemplated hereby in that such person or an Affiliate thereof
(i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount
less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or
otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of
credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 

ARTICLE IX 
 Miscellaneous

 SECTION 9.01. Notices. Notices and other communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows: 
 (a) if to the Borrower or Parent,
to it at Community Health Systems, Inc., 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention of the Chief Financial Officer (Fax No. (615) 373-9704); 

  
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 (b) if to the Administrative Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison
Avenue, New York, NY 10010, Attention of Agency Group (Fax No. (212) 322-2291), Email: agency.loanops@credit-suisse.com; and 

(c) if to a Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such
Lender shall have become a party hereto. 
 All notices and other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Parent, the
Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address
of a representative of the applicable person provided from time to time by such person. 
 Parent and the Borrower hereby acknowledge that
(a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the
Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to each Borrower or its securities) (each, a “Public Lender”). Parent and the Borrower hereby agree that (i) all Borrower Materials that are to be
made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower
Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information
with respect to Parent and the Borrower or its securities for purposes of foreign, United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be
treated as set forth in Section 9.17); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor” and (iv) the Administrative Agent
shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor”. Notwithstanding the foregoing, the following Borrower
Materials shall be marked “PUBLIC”, unless Parent or the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (A) the Loan
Documents, (B) any notification of changes in the terms of the Credit Facilities and (C) all information delivered pursuant to Section 5.04(a), (b) and (c). 

  
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 Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender
to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s
compliance procedures and applicable law, including foreign, United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and
that may contain material non-public information with respect to Parent or the Borrower or its securities for purposes of foreign, United States Federal or state securities laws. 

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES
WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE
COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND
INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH
THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 

The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its
e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as
provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the
Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the
foregoing notice may be sent to such e-mail address. 
 Nothing herein shall prejudice the right of
the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document. 

  
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 SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Borrower or Parent herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the
Lenders and the Issuing Bank and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by the Issuing Bank, regardless of any investigation made by the Lenders or the Issuing Bank or on their behalf, and shall
continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding
and so long as the Commitments have not been terminated. The provisions of Sections 2.14, 2.16, 2.20, 9.05 and 9.18 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of
the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. 

SECTION 9.03. Binding Effect. This Agreement shall become effective as provided in the Third Amendment and Restatement
Agreement. 
 SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement any of the parties hereto is referred
to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrower, Parent, the Administrative Agent, the Collateral Agent, the Issuing Bank or
the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. 
 (b) Each
Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it), with notice to the Borrower and
the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided, however, that (i) in the case of an assignment of a Revolving Credit Commitment, each of the Borrower, the Issuing Bank
must also give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed) (provided that the consent of the Borrower shall not be required to any such assignment made to another Lender or an
Affiliate of a Lender or after the occurrence and during the continuance of any Event of Default referred to in paragraph (b), (c), (g) or (h) of Article VII), (ii) the amount of the Commitment or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than (x) $1,000,000 (with respect to an assignment of Term Loans) and
(y) $5,000,000 (with respect to an assignment of Revolving Credit Commitments or Revolving Loans) (or, in any case, if less, the entire remaining amount of such Lender’s Commitment or Loans of the relevant Class), (iii) the parties to
each such assignment shall execute and deliver to the Administrative Agent an 

  
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Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the
Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent and will not apply in the case of an assignment by a Lender to an Approved Fund that is managed by
such Lender or an Affiliate of such Lender or by an entity or an Affiliate of an entity that administers or manages such Lender), and (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire and all applicable tax forms. Upon acceptance and recording pursuant to paragraph (e) of this Section 9.04, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.16, 2.20 and 9.05, as well as to any Fees accrued for its account and not yet paid). 

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that
its Term Loan Commitment and Revolving Credit Commitment, are as set forth in such Assignment and Acceptance; (ii) except as set forth in (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any
other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of its obligations under this Agreement, any other Loan
Document or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is an Eligible Assignee and is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee
confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 3.05 or delivered pursuant to Section 5.04 and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon the Administrative Agent, the Collateral Agent, such assigning Lender
or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes
the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms hereof,
together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a
Lender. 

  
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 (d) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain
at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and the Borrower, the Administrative Agent, the Issuing Bank, the Collateral Agent and the Lenders
may treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the
Borrower, the Issuing Bank, the Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

(e) Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an
Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above, if applicable, and the written consent of the
Administrative Agent and, if required, the Borrower and the Issuing Bank to such assignment and any applicable tax forms, the Administrative Agent shall promptly (i) accept such Assignment and Acceptance and (ii) record the information
contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph (e). 

(f) Each Lender may without the consent of the Borrower, the Issuing Bank or the Administrative Agent sell participations to one or more banks
or other persons in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided, however, that (i) such Lender’s obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other persons shall be entitled to the benefit of
the cost protection provisions contained in Sections 2.14, 2.16 and 2.20 to the same extent as if they were Lenders (but, with respect to any particular participant, to no greater extent than the Lender that sold the participation to such
participant) and (iv) the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and
such Lender shall retain the sole right to enforce the obligations of the Borrower relating to the Loans or L/C Disbursements and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments,
modifications or waivers decreasing any fees payable to such participating bank or person hereunder or the amount of principal of or the rate at which interest is payable on the Loans in which such participating bank or person has an interest,
extending any scheduled principal payment date or date fixed for the payment of 

  
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interest on the Loans in which such participating bank or person has an interest, increasing or extending the Commitments in which such participating bank or person has an interest or releasing
any Subsidiary Guarantor (other than pursuant to the terms thereof or in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the Collateral). Each Lender that sells a
participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participating bank or person and the principal
amounts (and stated interest) of each participating bank or person’s interest in the Loans or other obligations under this Agreement or any other Loan Document (the “Participant Register”); provided that no Lender
shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participating bank or person or any information relating to a participating bank or person’s interest in any Commitments, Loans,
Letters of Credit or its other obligations under this Agreement or any other Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each
Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining a Participant Register. Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.04,
disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure of information
designated by the Borrower as confidential, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby such assignee or participant shall agree (subject to customary exceptions) to preserve the
confidentiality of such confidential information on terms no less restrictive than those applicable to the Lenders pursuant to Section 9.17. 

(g) Any Lender may at any time assign all or any portion of its rights under this Agreement to secure extensions of credit to such Lender or in
support of obligations owed by such Lender; provided that no such assignment shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto. 

(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special
purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that
such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to
exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan 

  
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by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC
shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this
Section 9.04, any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the
Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and
(ii) disclose on a confidential basis any non-public information relating to its Loans to any investor, potential investor, rating agency, commercial paper dealer, collateral manager, servicer or provider
of any surety, guarantee or credit or liquidity enhancement to such SPC. 
 (i) Neither Parent nor the Borrower shall assign or delegate any
of its rights or duties hereunder without the prior written consent of the Administrative Agent, the Issuing Bank and each Lender, and any attempted assignment without such consent shall be null and void. 

(j) In the event that any Revolving Credit Lender shall become a Defaulting Lender or S&P, Moody’s and Thompson’s BankWatch (or
InsuranceWatch Ratings Service, in the case of Lenders that are insurance companies (or Best’s Insurance Reports, if such insurance company is not rated by Insurance Watch Ratings Service)) shall, after the date that any Lender becomes a
Revolving Credit Lender, downgrade the long-term certificate of deposit ratings of such Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the
case of a Lender that is an insurance company (or B, in the case of an insurance company not rated by InsuranceWatch Ratings Service)) (or, with respect to any Revolving Credit Lender that is not rated by any such ratings service or provider, the
Issuing Bank shall have reasonably determined that there has occurred a material adverse change in the financial condition of any such Lender, or a material impairment of the ability of any such Lender to perform its obligations hereunder, as
compared to such condition or ability as of the date that any such Lender became a Revolving Credit Lender) then the Issuing Bank shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative
Agent, to replace such Lender with an assignee (in accordance with and subject to the restrictions contained in paragraph (b) above), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the
restrictions contained in paragraph (b) above) all its interests, rights and obligations in respect of its Revolving Credit Commitment to such assignee; provided, however, that (i) no such assignment shall conflict with any
law, rule and regulation or order of any Governmental Authority 

  
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and (ii) the Issuing Bank or such assignee, as the case may be, shall pay to such Lender in immediately available funds on the date of such assignment the principal of and interest accrued
to the date of payment on the Loans made by such Lender hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder. 

SECTION 9.05. Expenses; Indemnity. (a) The Borrower and Parent agree, jointly and severally, to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, each Arranger and each Issuing Bank in connection with the syndication of the Credit
Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby
contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent, any Arranger, any Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the
other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent and the Collateral Agent,
and, in connection with any such enforcement or protection, the fees, charges and disbursements of one counsel in each relevant jurisdiction (and any such additional counsel, if necessary, as a result of actual or potential conflicts of interest)
for the Administrative Agent, the Collateral Agent, the Arrangers, the Issuing Banks and the Lenders. 
 (b) The Borrower and Parent agree,
jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender, each Arranger, each Issuing Bank and each Related Party of any of the foregoing persons (each such person being called an
“Indemnitee”) against, and to hold each Indemnitee harmless from, any and all actual losses, claims, damages, liabilities, penalties and related reasonable
out-of-pocket expenses, including reasonable fees, charges and disbursements of one counsel in each relevant jurisdiction (and any such additional counsel, if necessary,
as a result of actual or potential conflicts of interest) for all Indemnitees, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any
other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions, any related transaction and the other transactions
contemplated thereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged
presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, penalties or related expenses (x) are determined by a court of competent jurisdiction by final judgment to have
resulted primarily from (1) the gross negligence, bad faith or 

  
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willful misconduct of such Indemnitee or (2) a material breach of the obligations under this Agreement of such Indemnitee or any of such Indemnitee’s Affiliates or of any of its or
their respective officers, directors, employees, agents, advisors or other representatives of the foregoing under this Agreement (as determined by a court of competent jurisdiction in a final and nonappealable decision) or (y) result from any
proceeding (other than a proceeding against a party hereto acting pursuant to this Agreement or in its capacity as such or of any of its Affiliates or its or their respective officers, directors, employees, agents, advisors and other representatives
and the successors of each of the foregoing) solely between or among Indemnitees not arising from any act or omission of a Loan Party. 
 (c)
To the extent that Parent and the Borrower fail to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, any Arranger or any Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally
agrees to pay to the Administrative Agent, the Collateral Agent, such Arranger or such Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent,
such Arranger or such Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and
unused Commitments at the time. 
 (d) To the extent permitted by applicable law, neither Parent nor the Borrower nor any Indemnitee shall
assert, and each hereby waives, any claim against any Indemnitee or Parent and the Borrower and each of their respective Affiliates, as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 

(e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of
this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of
this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender, any Arranger or any Issuing Bank. All amounts due under this Section 9.05 shall be payable,
within 30 days of written demand therefor with a reasonably detailed summary of the amounts claimed. 
 SECTION 9.06. Right of
Setoff. If an Event of Default shall have occurred and be continuing, each Lender or an Affiliate of such Lender is hereby authorized at any time and from time to time, except to the extent prohibited by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or an Affiliate of such 

  
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Lender to or for the credit or the account of the Borrower or Parent against any of and all the obligations of the Borrower or Parent now or hereafter existing under this Agreement and other Loan
Documents held by such Lender, provided that at such time such obligations are due or payable. The rights of each Lender and Affiliates of such Lender under this Section 9.06 are in addition to other rights and remedies (including other
rights of setoff) which such Lender or an Affiliate of such Lender may have. 
 SECTION 9.07. Applicable Law. THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE DATE
SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE “UNIFORM CUSTOMS”) AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK. 

SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or
the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any
other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No
notice or demand on the Borrower or Parent in any case shall entitle the Borrower or Parent to any other or further notice or demand in similar or other circumstances. 

(b) Neither this Agreement nor any provision hereof, may be waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower, Parent and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or
date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C Disbursement, without the prior
written consent of each Lender directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such


  
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Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or the provisions of this Section or release all or substantially
all of the value of the Subsidiary Guarantors (other than pursuant to the terms hereof or thereof or in connection with the sale of such Subsidiary Guarantor in a transaction permitted by Section 6.05) or all or substantially all of the
Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one
Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class,
(v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC or (vi) reduce the percentage contained in the definition of the term “Required Lenders”
without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on
substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, the Collateral Agent or the Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent or the Issuing Bank; (B) the Borrower and the
Administrative Agent may amend or supplement this Agreement and any other Loan Documents, without the consent of any Lender, in order to (x) cure ambiguities, omissions, mistakes or defects, (y) cause this Agreement and the other Loan
Documents to be consistent with the Guarantee and Collateral Agreement and other similar documents or (z) cause the Guarantee and Collateral Agreement or other document to comply with local Law on the advice of local counsel; and
(C) Section 6.11, Section 6.13 and paragraph (d)(ii) of Article VII may be amended, waived or otherwise modified by the agreement of the Borrower and the Required Covenant Lenders, but shall not be amended, waived or otherwise
modified without the approval of the Required Covenant Lenders. 
 SECTION 9.09. Certain Releases of Guarantees and Security
Interests. (a) Subject to the terms of any Pari Passu Intercreditor Agreement and any ABL Intercreditor Agreement, upon the closing of any Asset Sale consisting of the sale, transfer or other disposition of all of the Equity Interests
of any Subsidiary Guarantor permitted pursuant to Section 6.05, (i) the obligations of such Subsidiary Guarantor pursuant to the Guarantee and Collateral Agreement shall automatically be discharged and released without any further action by the
Administrative Agent or any Lender, and (ii) the Administrative Agent and the Lenders will, upon the request and at the sole expense of the Borrower, execute and deliver any instrument or other document in a form acceptable to the
Administrative Agent which may reasonably be required to evidence such discharge and release, all without representation, recourse or warranty. 

(b) Subject to the terms of any Pari Passu Intercreditor Agreement and any ABL Intercreditor Agreement, upon the closing of any Asset Sale
consisting of the sale, transfer or other disposition of Equity Interests of any Subsidiary Guarantor or any other Subsidiary of the Borrower permitted pursuant to Section 6.05, (i) the Collateral


  
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Agent shall release to the Borrower, without representation, warranty or recourse, express or implied, the pledged Equity Interests of such Subsidiary Guarantor or other Subsidiary, as
applicable, held by it, (ii) the Collateral Agent shall release its security interest in all Collateral of such Subsidiary, including any Mortgages, and (iii) the Collateral Agent will, upon the request and at the sole expense of the
Borrower, execute and deliver any instrument or other document in a form acceptable to the Collateral Agent which may reasonably be required to evidence such release. Notwithstanding the foregoing, the Collateral Agent shall be authorized, without
the consent of any Lender and without the requirement that an Asset Sale consisting of the sale, transfer or other disposition having occurred, to release any security interest in any building, structure or improvement located in an area determined
by the Federal Emergency Management Agency to have special flood hazards provided that such building, structure or improvement has an immaterial fair market value. 

(c) Subject to the terms of any Pari Passu Intercreditor Agreement and any ABL Intercreditor Agreement, upon consummation by the Borrower or
any Subsidiary of a Permitted Interest Transfer or designation of an Unrestricted Subsidiary in accordance with the terms hereof, (i) the Collateral Agent shall release to the Borrower, without representation, warranty or recourse, express or
implied, those Equity Interests of the Subsidiary that are the subject of such Permitted Interest Transfer or designation in accordance with clauses (i) and (ii) of Section 9.09(b) and shall release any pledged note theretofore pledged to
the extent such note is being discharged in connection with such Permitted Interest Transfer or designation, and (ii) if such Subsidiary whose shares are the subject of such Permitted Interest Transfer or designation is a Subsidiary Guarantor,
the obligations of such Subsidiary under its Guarantee shall automatically be discharged and released in accordance with clauses (i) and (ii) of Section 9.09(a) and any Lien granted by such Subsidiary under the Loan Documents shall
automatically be discharged and released. 
 (d) Subject to the terms of any Pari Passu Intercreditor Agreement and any ABL Intercreditor
Agreement, the Collateral Agent will, upon the request and at the sole expense of the Borrower, execute and deliver any instrument or other document in a form acceptable to the Collateral Agent which may reasonably be required to discharge and
release, all without representation, recourse or warranty, any Lien on any Collateral granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Commitments and payment in full of the principal and interest
on each Loan, all Fees and all other expenses or amounts payable under any Loan Document and cancellation or expiration of all Letters of Credit and reimbursement of all amounts drawn thereunder in full (or other arrangements having been entered
into with respect thereto acceptable to the Issuing Bank and the Administrative Agent), (ii) that is sold, transferred or otherwise disposed of or to be sold, transferred or otherwise disposed of as part of or in connection with any sale, transfer
or other disposition permitted hereunder to a person other than the Borrower or any Subsidiary Guarantor, and upon consummation by the Borrower or any Subsidiary of any such sale, transfer or other disposition, any Lien granted by the Borrower or
such Subsidiary under the Loan Documents on such Collateral shall automatically be discharged and released, and (iii) the Administrative Agent and the Lenders will, upon the request and at the sole expense of the Borrower, execute and deliver
any instrument or other document in a form acceptable to the Administrative Agent which may reasonably be required to evidence such discharge and release, all without representation, recourse or warranty. 

  
 137 







 (e) Subject to the terms of any Pari Passu Intercreditor Agreement and any ABL Intercreditor
Agreement, upon notification by the Borrower to the Collateral Agent that a Subsidiary Guarantor is a Non-Significant Subsidiary, and would not be required to become a Guarantor in accordance with the terms
hereof, the Collateral Agent shall release the obligations of such Subsidiary under its Guarantee and shall release and discharge any Lien granted by such Subsidiary Guarantor under the Loan Documents in accordance with clauses (i) and
(ii) of Section 9.09(a). 
 (f) In the event that an ABL Facility Credit Agreement is entered into, each Lender agrees that the
Collateral Agent shall release its Liens on the ABL Facility First Priority Collateral solely to the extent necessary to permit the ABL Obligations to be secured by such ABL Facility First Priority Collateral on a first priority basis and the
Obligations shall thereafter be secured on a junior basis by such ABL Facility First Priority Collateral as provided by the ABL Intercreditor Agreement (and, to the extent then outstanding or subsequently incurred, any Other Junior Secured Debt may
also be secured by such ABL Facility First Priority Collateral on a junior basis to the Obligations as permitted by this Agreement and the applicable Junior Lien Intercreditor Agreement). 

SECTION 9.10. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate
applicable to any Loan or participation in any L/C Disbursement, together with all fees, charges and other amounts which are treated as interest on such Loan or participation in such L/C Disbursement under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the
Lender holding such Loan or participation in accordance with applicable law, the rate of interest payable in respect of such Loan or participation hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate
and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or participation but were not payable as a result of the operation of this Section 9.10 shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or participations or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender. 
 SECTION 9.11. Entire Agreement. This Agreement, the Fee Letter and the
other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other
Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder (including
any Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders) any rights,
remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents. 

  
 138 







 SECTION 9.12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.12. 

SECTION 9.13. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan
Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood
that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties 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. 

SECTION 9.14. [Reserved]. 

SECTION 9.15. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

SECTION 9.16. Jurisdiction; Consent to Service of Process. (a) Each of Parent and the Borrower hereby
irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided 

  
 139 







 
by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against the Borrower, Parent or their respective properties in the courts of any jurisdiction. 

(b) Each of Parent and the Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so,
any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in
this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 
 SECTION 9.17.
Confidentiality. Each of the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates’ officers, directors, employees and agents, including accountants, legal counsel, numbering, administration and settlement service providers, and other advisors (it being understood that the persons to whom
such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or quasi-regulatory authority (such as the
National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under the other
Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section 9.17, to (i) any
actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower or any Subsidiary or any of their respective obligations, (f) with the consent of the Borrower or (g) to the extent such Information becomes publicly available other than as a result of a breach of this
Section 9.17. For the purposes of this Section, “Information” shall mean all information received from the Borrower or Parent and related to the Borrower or Parent or their business, other
than any such information that was available to the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to its disclosure by the Borrower or Parent; provided that any Lender, the
Administrative Agent, the Collateral Agent or the Issuing Bank shall give Parent prior notice of any disclosure pursuant to clause (c) to the extent permissible. Any person required to maintain the confidentiality of Information as provided in
this Section 9.17 shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord its own confidential
information. 

  
 140 







 SECTION 9.18. USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies Parent and the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies Parent and the Borrower, which
information includes the name and address of Parent and the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify Parent and the Borrower in accordance with the USA PATRIOT Act. 

SECTION 9.19. Effect of Certain Inaccuracies. In the event that any financial statement or certificate delivered pursuant to
Section 5.04(a) or (b) and Section 5.04(c), respectively, is inaccurate within one year after delivery thereof, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Percentage or a higher
Commitment Fee for any period (an “Applicable Period”) than the Applicable Percentage or Commitment Fee applied for such Applicable Period, then (i) the Borrower shall promptly deliver
to the Administrative Agent a corrected financial statement and a corrected compliance certificate for such Applicable Period, (ii) the Applicable Percentage and the Commitment Fee shall be determined based on the corrected compliance
certificate for such Applicable Period, and (iii) the Borrower shall promptly pay to the Administrative Agent (for the accounts of the applicable Lenders during the Applicable Period or their successors and assigns) the accrued additional
interest or additional Commitment Fees (or both) owing as a result of such increased Applicable Percentage or Commitment Fee for such Applicable Period. This Section 9.19 shall not limit the rights of the Administrative Agent or the Lenders
with respect to Section 2.07 or Article VII. 
 SECTION 9.20. Pari Passu Obligations
and Other Junior Secured Debt. (a)Each Lender and each Issuing Bank acknowledges that Pari Passu Debt Obligations and Other Junior Secured Debt may be secured by Liens on the Collateral having the same priority as, or junior priority to, the
Liens securing the Obligations and hereby consents thereto. 
 (b) In connection with the incurrence by the Borrower or any Subsidiary of
Pari Passu Debt, Alternative Incremental Facility Indebtedness and/or Other Junior Secured Debt, each Lender and each Issuing Bank (i) acknowledges that, at the request of the Borrower, each of the Administrative Agent and/or the Collateral
Agent shall enter into one or more Pari Passu Intercreditor Agreements or Junior Lien Intercreditor Agreements, (ii) authorizes and directs each Agent to execute and deliver any Pari Passu Intercreditor Agreement or Junior Lien Intercreditor
Agreement and any documents relating thereto, in each case on behalf of such Lender or Issuing Bank and without any further consent, authorization or other action by such Lender or Issuing Bank, (iii) authorizes and directs each Agent to act as
its representative under, and in connection with, any Pari Passu Intercreditor Agreement or Junior Lien Intercreditor Agreement, (iv) acknowledges that any Pari Passu Intercreditor Agreement may contain provisions that permit or require the
Liens securing the Obligations and the Pari Passu 

  
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Debt Obligations to be granted in favor of a single collateral agent trustee, which may not be the Administrative Agent or the Collateral Agent (a “Shared Collateral
Agent”), (v) acknowledges that any Pari Passu Intercreditor Agreement may provide that the holders of a majority in aggregate principal amount of Obligations and Pari Passu Debt Obligations, voting as a single class, may direct the
Shared Collateral Agent with respect to enforcement or the actions concerning the Collateral, and (vi) agrees that, upon the execution and delivery thereof, it will be bound by the provisions of any Pari Passu Intercreditor Agreement or Junior
Lien Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions thereof. Each Lender and each Issuing Bank further authorizes and directs each Agent to enter into such amendments, supplements or
other modifications to any Pari Passu Intercreditor Agreement or Junior Lien Intercreditor Agreement as are reasonably acceptable to the Administrative Agent in order to (A) enable any extension, renewal, refinancing, replacement or additional
incurrence of any Loans or any Pari Passu Debt, Alternative Incremental Facility Indebtedness or Other Junior Secured Debt permitted under this Agreement and (B) provide for the Pari Passu Debt Obligations or Other Junior Secured Debt
thereunder to be secured by Liens on the Collateral having, as applicable, the same priority as, or junior priority to, the Liens on the Collateral securing the Obligations, in each case on behalf of such Lender or such Issuing Bank and without any
further consent, authorization or other action by such Lender or such Issuing Bank. 
 (c) Each Lender and each Issuing Bank
(i) acknowledges that, at the request of the Borrower, each of the Administrative Agent and the Collateral Agent shall, to the extent required by the terms of (or in order to implement the provisions of) any Pari Passu Intercreditor Agreement,
delegate, assign and/or transfer any or all of its rights, duties, remedies, powers or obligations with respect to the Collateral to a Shared Collateral Agent and (ii) hereby consents to any such delegation, assignment or transfer. The
exculpatory provisions of Article VIII shall apply to any Shared Collateral Agent and to the Related Parties thereof, and shall apply to their respective activities in connection with the Collateral and with any Pari Passu Intercreditor Agreement or
any other Loan Documents. 
 (d) Each Lender and each Issuing Bank (i) acknowledges that, at the request of the Borrower, each of the
Administrative Agent and/or the Collateral Agent shall (A) amend, substitute, supplement or otherwise modify the Guarantee and Collateral Agreement, (B) amend, substitute, replace, supplement or otherwise modify any other Security
Document, (C) enter into additional Security Documents and (D) take such further actions as are reasonably incidental to the foregoing, in each case as are reasonably acceptable to the Administrative Agent and the Collateral Agent in order
to (1) enable the Borrower or any Subsidiary to incur Pari Passu Debt, Alternative Incremental Facility Indebtedness and/or Other Junior Secured Debt otherwise permitted to be incurred hereunder, (2) provide for any Pari Passu Debt
Obligations thereunder to be secured, in accordance with the terms of any Pari Passu Intercreditor Agreement, by Liens on the Collateral having the same priority as, or junior priority to, the Liens on the Collateral securing the Obligations and
(3) provide for any Other Junior Secured Debt thereunder to be secured, in accordance with the terms of any Junior Lien Intercreditor Agreement, by Liens on the Collateral having junior priority to the Liens on the


  
 142 







 
Collateral securing the Obligations, (ii) authorizes and directs each Agent to execute and deliver any such amendments, supplements, agreements and other documents, in each case on behalf of
such Lender or Issuing Bank and without any further consent, authorization or other action by such Lender or Issuing Bank and (iii) agrees that, upon the execution and delivery thereof, it will be bound by the provisions of such amendments,
supplements, agreements and other documents as if it were a signatory thereto and will take no actions contrary to the provisions thereof. 

(e) Without limiting the foregoing, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any
Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Agents on behalf of the Secured Parties in accordance with the terms thereof (subject, in the
case of the Collateral, to the provisions of any Pari Passu Intercreditor Agreement and any Junior Lien Intercreditor Agreement). In the event of a foreclosure by the Collateral Agent or any Shared Collateral Agent on any of the Collateral pursuant
to a public or private sale or other disposition, any Lender may be the purchaser of any or all of such Collateral at any such sale or other disposition, and such Collateral Agent or Shared Collateral Agent, as agent for and representative of the
Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at
any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by such Collateral Agent or Shared Collateral Agent on behalf of the Secured Parties at such sale or other disposition.
Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. The
provisions of this paragraph are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party. 

(f) In the event that an ABL Facility Credit Agreement is entered into, each Lender and Issuing Bank (a) acknowledges that it will be
provided with a copy of the ABL Intercreditor Agreement by the Collateral Agent as soon as is practicable, (b) acknowledges that the Collateral Agent will enter into the ABL Intercreditor Agreement, and hereby authorizes the Collateral Agent to
enter into (and be party to) the ABL Intercreditor Agreement and any documents related thereto (including any amendments to the Security Documents) on behalf of itself, each Lender, the Issuing Banks and other holders of Obligations, in each case,
as the Collateral Agent shall determine to be appropriate to cause the applicable Indebtedness and the obligations related thereto, to be secured as permitted hereunder without any further consent, authorization or other action by any Lender or
Issuing Bank and (c) agrees that it will be bound by and will take no actions contrary to the provisions of the ABL Intercreditor Agreement. 

SECTION 9.21. No Fiduciary Relationship. Each of Parent and the Borrower, on behalf of itself and its subsidiaries, agrees that
in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, Parent, the Borrower, the other Subsidiaries and their Affiliates, on the one hand, and the


  
 143 







 
Administrative Agent, the Collateral Agent, the Lenders, the Issuing Banks and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or
otherwise, any fiduciary duty on the part of the Administrative Agent, the Collateral Agent, the Lenders, the Issuing Banks or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or
communications. The Administrative Agent, the Collateral Agent, the Arrangers, the Lenders, the Issuing Banks and their Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve
interests that differ from those of Parent, the Borrower and their Affiliates, and none of the Administrative Agent, the Collateral Agent, the Arrangers, the Lenders, the Issuing Banks and their Affiliates has any obligation to disclose any of such
interests to Parent, the Borrower or any of their Affiliates. To the fullest extent permitted by law, each of Parent and the Borrower hereby waives and releases any claims that it or any of its Affiliates may have against the Administrative Agent,
the Collateral Agent, the Arrangers, the Lenders, the Issuing Banks and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

SECTION 9.22. Acknowledgement and Consent to Bail-In of EEA Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan
Document may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any party hereto that is an EEA Financial Institution; and 
 (b) the effects of any
Bail-in Action on any such liability, including, if applicable: 
 (i) a reduction in
full or in part or cancellation of any such liability; 
 (ii) a conversion of all, or a portion of, such liability into
shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by
it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or 
 (iii) the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority. 

  
 144 







 EXHIBIT A 

FORM OF 
 CHS/COMMUNITY
HEALTH SYSTEMS, INC. 
 ADMINISTRATIVE QUESTIONNAIRE 

Please accurately complete the following information and return via Fax to the attention of Agency Administration at Credit Suisse AG, Cayman Islands Branch
as soon as possible, at Fax No. (212) 322-2291. 
  

 

	
	LENDER LEGAL NAME TO APPEAR IN DOCUMENTATION:
	
	GENERAL INFORMATION - DOMESTIC LENDING OFFICE:
	
	 Institution Name:
  

	
	Street Address:
                                         
                                         
                                         
                                         
                          
	
	City, State, Zip Code:
                                         
                                         
                                         
                                         
               
	
	GENERAL INFORMATION - EURODOLLAR LENDING OFFICE:
	
	Institution Name:
                                         
                                         
                                         
                                         
                      
	
	Street Address:
                                         
                                         
                                         
                                         
                          
	
	City, State, Zip Code:
                                         
                                         
                                         
                                         
               
	
	POST-CLOSING, ONGOING CREDIT CONTACTS/NOTIFICATION METHODS:
	
	CREDIT CONTACTS:
	
	Primary Contact:
                                         
                                         
                                         
                                         
                      
	
	Street Address:
                                         
                                         
                                         
                                         
                          
	
	City, State, Zip Code:
                                         
                                         
                                         
                                         
              
	
	Phone Number:
                                         
                                         
                                         
                                         
                        
	
	Fax Number:
                                         
                                         
                                         
                                         
                             
	
	Backup Contact:
                                         
                                         
                                         
                                         
                      
	
	Street Address:
                                         
                                         
                                         
                                         
                        
	
	City, State, Zip Code:
                                         
                                         
                                         
                                         
              
	
	Phone Number:
                                         
                                         
                                         
                                         
                        
	
	Fax Number:
                                         
                                         
                                         
                                         
                            







 TAX WITHHOLDING: 
  

			
	 United States Person
	 	Y                             N
		
	 (as defined in Section 7701(a)(30) of the Code)
	 	
		
	 Enclose Form W-8 or W-9, as
applicable
	 	
		
	 Tax ID Number
                                         
       
	 	

  

	
	
	POST-CLOSING, ONGOING ADMIN. CONTACTS / NOTIFICATION METHODS:
	
	ADMINISTRATIVE CONTACTS - BORROWINGS, PAYDOWNS, FEES, ETC.
	
	Contact:
                                         
                                         
                                         
                                         
                                    
	
	Street Address:
                                         
                                         
                                         
                                         
                        
	
	City, State, Zip Code:
                                         
                                         
                                         
                                         
            
	
	Phone Number:
                                         
                                         
                                         
                                         
                      
	
	Fax Number:
                                         
                                         
                                         
                                         
                            
	
	PAYMENT INSTRUCTIONS:
	
	Name of Bank to which funds are to be transferred:
                                         
                                         
                                         
         
	
	  

	
	Routing Transit/ABA number of Bank to which funds are to be transferred:
                                         
                                         
            
	
	Name of Account, if applicable:
                                         
                                         
                                         
                                     
	
	Account Number:
                                         
                                         
                                         
                                         
                    
	
	Additional information:
                                         
                                         
                                         
                                         
            
	
	  



  
 2 







 MAILINGS: 

Please specify the person to whom the Borrower should send financial and compliance information received subsequent to the closing (if different from primary
credit contact): 

	
	
	Name:
                                         
                                         
                                         
                                         
                                        

	
	Street Address:
                                         
                                         
                                         
                                         
                          
	
	City, State, Zip Code:
                                         
                                         
                                         
                                         
              

 It is very important that all the above information be accurately completed and that this questionnaire be returned to
the person specified in the introductory paragraph of this questionnaire as soon as possible. If there is someone other than yourself who should receive this questionnaire, please notify us of that person’s name and Fax number and we will Fax a
copy of the questionnaire. If you have any questions about this form, please call Agency Administration at Credit Suisse AG, Cayman Islands Branch. 

  
 3 







 EXHIBIT B 

FORM OF 
 ASSIGNMENT AND
ACCEPTANCE 
 Reference is made to the Credit Agreement dated as of July 25, 2007, as amended and restated as of November 5,
2010, February 2, 2012, January 27, 2014 and March 23, 2018 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CHS/Community Health Systems,
Inc., a Delaware corporation (the “Borrower”), Community Health Systems, Inc., a Delaware corporation (“Parent”), the lenders from time to time party thereto (the “Lenders”),
and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders. Capitalized terms used but not otherwise defined herein shall have
the meanings assigned thereto in the Credit Agreement. 
 1. The Assignor hereby sells and assigns, without recourse, to the Assignee, and
the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Effective Date set forth below (but not prior to the registration of the information contained herein in the Register pursuant to
Section 9.04(d) of the Credit Agreement), the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, including, without
limitation, the amounts and percentages set forth below of (i) the Commitments of the Assignor on the Effective Date and (ii) the Loans owing to the Assignor which are outstanding on the Effective Date. Each of the Assignor and the
Assignee hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 9.04(c) of the Credit Agreement, a copy of which has been received by each such party. From and after the Effective Date
(i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the
Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 

2. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is organized under the
laws of a jurisdiction outside the United States, any forms referred to in Section 2.20(e) of the Credit Agreement, duly completed and executed by such Assignee, (ii) if the Assignee is not already a Lender under the Credit Agreement, a
completed Administrative Questionnaire and (iii) unless waived or reduced in the sole discretion of the Administrative Agent, a processing and recordation fee of $3,500.1 

3. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. 

 

	1 	Only one such fee shall be payable in the case of concurrent assignments to persons that, after giving effect to such assignments, will be Related Funds. 







 Date of Assignment: 

Legal Name of Assignor (“Assignor”): 

Legal Name of Assignee (“Assignee”): 

Assignee’s Address for Notices: 
 Effective Date of
Assignment (“Effective Date”): 
  

					
	 Class of Loans/Commitments Assigned
	  	 Principal Amount
Assigned
	  	
Percentage of Loans/Commitments
of the applicable Class Assigned
(set forth, to at 
least 8 decimals, as a
percentage of the aggregate
Loans and Commitments, of the
applicable Class, of all Lenders)

		  	$	  	%
		  	$	  	%

 [Remainder of Page Intentionally Left Blank] 

  
 2 







 Accepted 

 

			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent[, Swingline Lender and Issuing
Bank],2


 
			
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 
			
		
	 Name:
	 	  

	 Title:
	 	


 
			
	
	[CHS/COMMUNITY HEALTH SYSTEMS, INC.],


 
			
		
	 By:
	 	  

	 Name:
	 	
	 Title:]3
	 	


 
			
	
	[COMMUNITY HEALTH SYSTEMS, INC.],


 
			
		
	 By:
	 	  

	 Name:
	 	
	 Title:]4
	 	


  
  

	2 	Consent of Swingline Lender and Issuing Bank only required in the case of an assignment of a Revolving Credit Commitment. 


	3 	Consent of the Borrower is only required in the case of an assignment of a Revolving Credit Commitment; provided, that the consent of the Borrower shall not be required for any assignment (a) made to another
Lender, an Affiliate of a Lender or a Related Fund of a Lender or (b) after the occurrence and during the continuance of any Event of Default. 


  
 3 








			
	The terms set forth above are hereby agreed to:
	
	                        , as Assignor,


			
		
	By:	 	  

	Name:	 	
	Title:	 	


			
	
	                        , as Assignee,


			
		
	By:	 	  

	Name:	 	
	Title:	 	


  
 4 







 EXHIBIT C 

FORM OF 
 BORROWING
REQUEST 
 Credit Suisse AG, Cayman Islands Branch, as Administrative Agent 

for the Lenders referred to below, 
 Eleven
Madison Avenue 
 New York, New York 10010 
 Attention: Agency
Group 
 [DATE]1 

Ladies and Gentlemen: 
 The undersigned,
CHS/Community Health Systems, Inc., a Delaware corporation, (the “Borrower”), refers to the Credit Agreement dated as of July 25, 2007, as amended and restated as of November 5, 2010, February 2, 2012,
January 27, 2014 and March 23, 2018 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Community Health Systems, Inc., a Delaware
corporation, the lenders from time to time party thereto (the “Lenders”), and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) and
collateral agent for the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. The Borrower hereby gives the Administrative Agent notice pursuant to Section 2.03 of
the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in connection therewith sets forth below the terms on which such Borrowing is requested to be made: 

 

							
	 (A)
	  	Type of Borrowing2	 	  
	  	
	 (B)
	  	Date of Borrowing3	 	  
	  	
	 (C)
	  	Account Number and Location	 	  
	  	
	 (D)
	  	Principal Amount of Borrowing	 	  
	  	
	 (E)
	  	Interest Period4	 	  
	  	

  
  

	1 	The Administrative Agent must be notified irrevocably by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 (noon) (New York City time), three Business Days before a proposed Borrowing
and (b) in the case of an ABR Borrowing, not later than 11:00 a.m. (New York City time), on the day of a proposed Borrowing, in each case to be confirmed promptly by hand delivery or fax of a Borrowing Request to the Administrative Agent.



	2 	Specify whether such Borrowing is to be a Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing. 


	3 	Date of Borrowing must be a Business Day. 


	4 	If such Borrowing is to be a Eurodollar Borrowing, specify the Interest Period with respect thereto. 







 The Borrower shall indemnify each Lender against any loss or expense that such Lender may sustain
or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal
of any Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than
on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be made pursuant to a conversion or continuation of such Loan) not being made after notice of
such Loan shall have been given by the Borrower hereunder (any of the events referred to in this paragraph being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment of any Eurodollar
Loan required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar Loan that is the
subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such
Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this paragraph shall be
delivered to the Borrower and shall be conclusive absent manifest error. 
 The Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that, on the date of this Borrowing Request and on the date of the related Borrowing, the conditions to lending specified in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement have been
satisfied. 
  

			
	CHS/COMMUNITY HEALTH SYSTEMS, INC.,


 
			
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	



  
 2 







 EXHIBIT D 
  

 
  

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, 

FIXTURE FILING AND FINANCING STATEMENT 

From 
 [NAME OF MORTGAGOR] 

To 
 CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH 
  
  

Dated:             , 20[    ] 

Premises: [City], [State] 

                    County 

 
  

 
  

 







	1 	THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT dated as of             ,
20[    ] (this “Mortgage”), by [    ], a [        ] corporation, having an office at [     ] (the
“Mortgagor”), to and for the benefit of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, a bank organized under the laws of Switzerland, having an office at Eleven Madison Avenue, New York, New York 10010 (the
“Mortgagee”) as Collateral Agent for the Secured Parties (as such terms are defined below). 


WITNESSETH THAT: 
 Reference is
made to (i) the Credit Agreement dated as of July 25, 2007, as amended and restated as of November 5, 2010, February 2, 2012, January 27, 2014 and March 23, 2018 (as further amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among CHS/Community Health Systems, Inc., a Delaware corporation (the “Borrower”), Community Health Systems, Inc., a
Delaware corporation (“Parent”), the lenders from time to time party thereto (the “Lenders”), and Credit Suisse AG, Cayman Islands Branch as administrative agent (the “Administrative
Agent”) for the Lenders, collateral agent (the “Collateral Agent”) for the Secured Parties, and issuing bank (the “Issuing Bank”) with respect to any letters of credit (the
“Letters of Credit”) issued pursuant to the terms of the Credit Agreement, (ii) the Guarantee and Collateral Agreement dated as of July 25, 2007, as amended and restated as of November 5, 2010, as further
amended pursuant to the Amendment No. 1 and Reaffirmation Agreement dated as of August 17, 2012 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee and
Collateral Agreement”) among Parent, the Borrower, the Subsidiaries identified therein and the Collateral Agent, (iii) the Purchase Agreement dated as of January 27, 2014 (the “Purchase Agreement”)
among the Borrower, FWCT-2 Escrow Corporation (the “Escrow Issuer”), Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, as
representatives of the initial purchasers specified therein (the “Purchasers”), (iv) the Indenture dated as of January 27, 2014, as supplemented by the Assumption Supplemental Indenture, dated as of January 27,
2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “2014 Indenture”), among the Borrower, the Escrow Issuer, the Guarantors party thereto, the Collateral Agent and Regions Bank, as
trustee (the “2014 Indenture Trustee”), (v) the Underwriting Agreement dated as of March 7, 2017, (the “March 2017 Underwriting Agreement”), among the Borrower, the Guarantors party thereto and
Credit Suisse Securities (USA) LLC, as representative of the underwriters specified therein (the “Underwriters”) (vi) the Underwriting Agreement dated as of May 9, 2017 (the “May 2017 Underwriting
Agreement” and together with the March 2017 Underwriting Agreement, the “Underwriting Agreements”) among the Borrower, the 
  

 

	1 	 In the event the Borrower becomes party to an ABL Intercreditor Agreement and/or a Junior Lien Intercreditor
Agreement, any execution version of this document shall contemplate the existence of such ABL Intercreditor Agreement and/or Junior Lien Intercreditor Agreement. 








 
Guarantors party thereto and Credit Suisse Securities (USA) LLC, as representative of the Underwriters (vii) the Indenture dated as of March 16, 2017, as supplemented by the First
Supplemental Indenture dated as of March 16, 2017 and the Second Supplemental Indenture dated as of May 12, 2017 (as further amended, restated, supplemented or otherwise modified from time to time, the “2017
Indenture” and, together with the 2014 Indenture, the “Indentures”), among the Borrower, the Guarantors party thereto, the Collateral Agent and Regions Bank, as trustee (the “2017 Indenture
Trustee” and, together with the 2014 Indenture Trustee, the “Indenture Trustees”), (viii) that certain designation certificate dated as of January 27, 2014 delivered to the Collateral Agent pursuant to
Section 7.09(c) of the Guarantee and Collateral Agreement (the “2014 Designation Certificate”), (ix) that certain designation certificate dated as of October 28, 2014 delivered to the Collateral Agent pursuant
to subsection 7.09(c) of the Guarantee and Collateral Agreement (the “2014 Exchange Notes Designation Certificate”), (x) that certain designation certificate dated as of March 16, 2017 delivered to the Collateral
Agent pursuant to Section 7.09(c) of the Guarantee and Collateral Agreement (the “March 2017 Designation Certificate”), (xi) that certain designation certificate dated as of May 12, 2017 delivered to the Collateral
Agent pursuant to Section 7.09(c) of the Guarantee and Collateral Agreement (the “May 2017 Designation Certificate”, and together with the 2014 Designation Certificate, the 2014 Exchange Notes Designation Certificate and
the March 2017 Designation Certificate, the “Designation Certificates”) (x) the First Lien Intercreditor Agreement dated as of August 17, 2012 among Credit Suisse AG, Cayman Islands Branch, as the Collateral Agent
and the Authorized Representative (as such term is defined therein) under the Credit Agreement, Regions Bank, in its capacity as 2014 Indenture Trustee under the Initial Additional Agreement (as such term is defined therein), as the Initial
Additional Authorized Representative (as such term is defined therein), and each additional Authorized Representative (as such term is defined therein) from time to time party thereto (the “Intercreditor Agreement”),
(xi) the Joinder Agreement to the First Lien Intercreditor Agreement dated as of January 27, 2014 delivered by the 2014 Indenture Trustee to the Collateral Agent, (xii) the Joinder Agreement to the First Lien Intercreditor Agreement
dated as of March 16, 2017 delivered by the 2017 Indenture Trustee to the Collateral Agent, (xii) the Joinder Agreement to the First Lien Intercreditor Agreement, dated as of May 12, 2017 delivered by the 2017 Indenture Trustee to the
Collateral Agent and (xiii) the Registration Rights Agreement dated as of January 27, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Registration Rights Agreement”) pursuant
to the 2014 Indenture among the Borrower, the Guarantors party thereto and the Purchasers. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement and the Guarantee and Collateral
Agreement, as applicable. 
 In the Credit Agreement, (i) the Lenders have agreed to make term loans (the “Term
Loans”) and revolving loans (the “Revolving Loans”, together with the Term Loans, the “Loans”) to the Borrower and (ii) the Issuing Bank has issued or agreed to issue from time to
time Letters of Credit for the account of the Borrower, in each case pursuant to, upon the terms, and subject to the conditions specified in, the Credit Agreement. Amounts paid in respect of Term Loans may not be reborrowed. Subject to the terms of
the Credit Agreement, Borrower may borrow, prepay and reborrow Revolving Loans. 

  
 2 







 Pursuant to the terms of the 2014 Indenture and the Purchase Agreement, the Purchasers have
purchased $1,000,000,000 aggregate principal amount of 5.125% Senior Secured Notes due 2021 of the Borrower (the “2021 Notes”). 

Pursuant to the terms of the 2017 Indenture and the Underwriting Agreements, the Underwriters have purchased $3,100,000,000 aggregate
principal amount of 6.250% Senior Secured Notes due 2023 from the Borrower (the “2023 Notes”, and together with the 2021 Notes, the “Notes”). 

In accordance with the Designation Certificates, the Notes and related obligations thereunder are secured on a pari passu basis with all
other obligations secured under the Guarantee and Collateral Agreement and, in accordance with the provisions of subsection 7.09(c) of the Guarantee and Collateral Agreement, among other things, the Collateral Agent has been appointed and
authorized to act on behalf and for the benefit of the Additional Secured Parties (as such term is defined in the Intercreditor Agreement) under the Indentures. 

Pursuant to the terms of the 2014 Indenture and the Registration Rights Agreement, the holders of the 2021 Notes have exchanged $1,000,000,000
aggregate principal amount of 2021 Notes for a like aggregate principal amount of 5.125% Senior Secured Notes due 2021 of the Borrower under the 2014 Indenture, which have been registered under the Securities Act of 1933 (the “2021
Exchange Notes”). 
 In accordance with the 2014 Exchange Designation Certificate, the 2021 Exchange Notes and related
obligations thereunder are secured on a pari passu basis with all other obligations secured under the Guarantee and Collateral Agreement and, in accordance with the provisions of subsection 7.09(c) of the Guarantee and Collateral Agreement,
among other things, the Collateral Agent has been appointed and authorized to act on behalf and for the benefit of the Additional Secured Parties (as such term is defined in the Intercreditor Agreement) under the Indenture. 

Mortgagor is a wholly-owned direct or indirect Subsidiary of the Borrower and will derive substantial benefit from the making of the Loans by
the Lenders, the issuance of the Letters of Credit by the Issuing Bank and from the purchase of the Notes by the Underwriters. In order to induce the Lenders to make Loans, the Issuing Bank to issue Letters of Credit, the Underwriters to purchase
the Notes and the Indenture Trustees to enter into the Indentures, the Mortgagor has agreed to guarantee, among other things, the due and punctual payment and performance of all of the obligations of the Borrower under the Credit Agreement and the
Indentures pursuant to the terms of the Guarantee and Collateral Agreement. 
 The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit are conditioned upon, among other things, the execution and delivery by the Mortgagor of this Mortgage in the form hereof to secure the Obligations. 

  
 3 







 As used in this Mortgage, the term “Secured Parties” shall mean (a)(i) the
Lenders, (ii) the Administrative Agent, (iii) the Collateral Agent, (iv) any Issuing Bank, (v) each counterparty to any Hedging Agreement or Cash Management Agreement with a Loan Party that either (A) is in effect on the
Closing Date if such counterparty is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing Date or (B) is entered into after the Closing Date if such counterparty is the Administrative
Agent, a Lender or an Affiliate of the Administrative Agent or a Lender at the time such Hedging Agreement or Cash Management Agreement is entered into, (vi) the beneficiaries of each indemnification obligation undertaken by any Loan Party
under any Loan Document, and (vii) the successors and assigns of each of the foregoing and (b)(i) the holders of any Pari Passu Debt Obligations and (ii) any Pari Passu Representative with respect thereto. 

Pursuant to the requirements of the Credit Agreement, the Mortgagor is granting this Mortgage to create a lien on and a security interest in
the Mortgaged Property (as hereinafter defined) to secure the performance and payment by the Mortgagor of the Obligations. The Credit Agreement also requires the granting by other Loan Parties of mortgages, deeds of trust and/or deeds to secure debt
(the “Other Mortgages”) that create liens on and security interests in certain real and personal property other than the Mortgaged Property to secure the performance of the Obligations. 

Granting Clauses 
 NOW,
THEREFORE, IN CONSIDERATION OF the foregoing and in order to secure the due and punctual payment and performance of the Obligations for the benefit of the Secured Parties, Mortgagor hereby grants, conveys, mortgages, assigns and pledges to the
Mortgagee, a mortgage lien on and a security interest in, the following described property (collectively, the “Mortgaged Property”) whether now owned or held or hereafter acquired: 

(1) the land more particularly described on Exhibit A hereto (the “Land”), together with all
rights appurtenant thereto, including the easements over certain other adjoining land granted by any easement agreements, covenant or restrictive agreements and all air rights, mineral rights, water rights, oil and gas rights and development rights,
if any, relating thereto, and also together with all of the other easements, rights, privileges, interests, hereditaments and appurtenances thereunto belonging or in any way appertaining and all of the estate, right, title, interest, claim or demand
whatsoever of Mortgagor therein and in the streets and ways adjacent thereto, either in law or in equity, in possession or expectancy, now or hereafter acquired (the “Premises”); 

(2) all buildings, improvements, structures, paving, parking areas, walkways and landscaping now or hereafter erected or
located upon the Land, and all fixtures of every kind and type affixed to the Premises or attached to or forming part of any structures, buildings or improvements and replacements thereof now or hereafter erected or located upon the Land (the
“Improvements”); 
 (3) all apparatus, movable appliances, building materials, equipment,
fittings, furnishings, furniture, machinery and other articles of tangible personal property of every kind and nature, and replacements thereof, now or at any time hereafter placed upon or used in any way in connection with the use, enjoyment,
occupancy or 

  
 4 







 
operation of the Improvements or the Premises, including all of Mortgagor’s books and records relating thereto and including all pumps, tanks, goods, machinery, tools, equipment, lifts
(including fire sprinklers and alarm systems, fire prevention or control systems, cleaning rigs, air conditioning, heating, boilers, refrigerating, electronic monitoring, water, loading, unloading, lighting, power, sanitation, waste removal,
entertainment, communications, computers, recreational, window or structural, maintenance, truck or car repair and all other equipment of every kind), restaurant, bar and all other indoor or outdoor furniture (including tables, chairs, booths,
serving stands, planters, desks, sofas, racks, shelves, lockers and cabinets), bar equipment, glasses, cutlery, uniforms, linens, memorabilia and other decorative items, furnishings, appliances, supplies, inventory, rugs, carpets and other floor
coverings, draperies, drapery rods and brackets, awnings, venetian blinds, partitions, chandeliers and other lighting fixtures, freezers, refrigerators, walk-in coolers, signs (indoor and outdoor), computer
systems, cash registers and inventory control systems, and all other apparatus, equipment, furniture, furnishings, and articles used in connection with the use or operation of the Improvements or the Premises, it being understood that the
enumeration of any specific articles of property shall in no way result in or be held to exclude any items of property not specifically mentioned (the property referred to in this subparagraph (3), the “Personal
Property”); 
 (4) all general intangibles owned by Mortgagor and relating to design, development,
operation, management and use of the Premises or the Improvements, all certificates of occupancy, zoning variances, building, use or other permits, approvals, authorizations and consents obtained from and all materials prepared for filing or filed
with any governmental agency in connection with the development, use, operation or management of the Premises and Improvements, all construction, service, engineering, consulting, leasing, architectural and other similar contracts concerning the
design, construction, management, operation, occupancy and/or use of the Premises and Improvements, all architectural drawings, plans, specifications, soil tests, feasibility studies, appraisals, environmental studies, engineering reports and
similar materials relating to any portion of or all of the Premises and Improvements, and all payment and performance bonds or warranties or guarantees relating to the Premises or the Improvements, all to the extent assignable (the
“Permits, Plans and Warranties”); 
 (5) all now or hereafter existing leases or licenses (under
which Mortgagor is landlord or licensor) and subleases (under which Mortgagor is sublandlord), concession, management, mineral or other agreements of a similar kind that permit the use or occupancy of the Premises or the Improvements for any purpose
in return for any payment, or the extraction or taking of any gas, oil, water or other minerals from the Premises in return for payment of any fee, rent or royalty (collectively, “Leases”), and all agreements or contracts for
the sale or other disposition of all or any part of the Premises or the Improvements, now or hereafter entered into by Mortgagor, together with all charges, fees, income, issues, profits, receipts, rents, revenues or royalties payable thereunder
(“Rents”); 

  
 5 







 (6) all real estate tax refunds and all proceeds of the conversion,
voluntary or involuntary, of any of the Mortgaged Property into cash or liquidated claims (“Proceeds”), including Proceeds of insurance maintained by the Mortgagor and condemnation awards, any awards that may become due by
reason of the taking by eminent domain or any transfer in lieu thereof of the whole or any part of the Premises or Improvements or any rights appurtenant thereto, and any awards for change of grade of streets, together with any and all moneys now or
hereafter on deposit for the payment of real estate taxes, assessments or common area charges levied against the Mortgaged Property, unearned premiums on policies of fire and other insurance maintained by the Mortgagor covering any interest in the
Mortgaged Property or required by the Credit Agreement; and 
 (7) all extensions, improvements, betterments, renewals,
substitutes and replacements of and all additions and appurtenances to, the Land, the Premises, the Improvements, the Personal Property, the Permits, Plans and Warranties and the Leases, hereinafter acquired by or released to the Mortgagor or
constructed, assembled or placed by the Mortgagor on the Land, the Premises or the Improvements, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion,
as the case may be, and in each such case, without any further mortgage, deed of trust, conveyance, assignment or other act by the Mortgagor, all of which shall become subject to the lien of this Mortgage as fully and completely, and with the same
effect, as though now owned by the Mortgagor and specifically described herein. 
 TO HAVE AND TO HOLD the Mortgaged Property unto the
Mortgagee, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject only to the Liens set forth in Section 6.02 of the Credit Agreement, including, for the avoidance of uncertainty, those Liens set forth in
Sections 6.02(h), (i) and (l) of the Credit Agreement and to satisfaction and release as provided in Section 3.04 hereof. 

ARTICLE I 
 Representations,
Warranties and Covenants of Mortgagor 
 Mortgagor agrees, covenants, represents and/or warrants as follows: 

SECTION 1.01. Title, Mortgage Lien. (a) Mortgagor has good and marketable fee simple title to the Mortgaged Property, subject only
to the Liens set forth in Section 6.02 of the Credit Agreement, including, for the avoidance of uncertainty, those Liens set forth in Sections 6.02(h), (i) and (l) of the Credit Agreement. 

(b) The execution and delivery of this Mortgage is within Mortgagor’s limited liability company or other organizational powers and has
been duly authorized by all necessary company or other organizational and, if required, member action. This Mortgage has been duly executed and delivered by Mortgagor and constitutes a legal, valid and binding obligation of Mortgagor, enforceable in
accordance with its terms, subject to applicable 

  
 6 







 
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law. 
 (c) The execution, delivery and recordation of this Mortgage (i) do not require any consent or
approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect the lien of this Mortgage,
(ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Mortgagor or any order of any Governmental Authority, (iii) will not violate or
result in a default under any indenture, agreement or other instrument binding upon Mortgagor or its assets, or give rise to a right thereunder to require any payment to be made by Mortgagor, and (iv) will not result in the creation or
imposition of any Lien on any asset of Mortgagor, except the lien of this Mortgage. 
 (d) This Mortgage and the Uniform Commercial Code
Financing Statements described in Section 1.09 of this Mortgage, when duly recorded in the public records will create a valid, perfected and enforceable lien upon and security interest in all of the Mortgaged Property. 

(e) Mortgagor will forever warrant and defend its title to the Mortgaged Property, the rights of Mortgagee therein under this Mortgage and the
validity and priority of the lien of this Mortgage thereon against the claims of all persons and parties except those having rights under the Liens set forth in Section 6.02 of the Credit Agreement to the extent of those rights. 

SECTION 1.02. Credit Agreement and Indentures. This Mortgage is given pursuant to the Credit Agreement and Indentures. Mortgagor
expressly covenants and agrees to pay when due, and to timely perform, and to cause the other Loan Parties to pay when due, and to timely perform, the Obligations in accordance with their terms. 

SECTION 1.03. Payment of Taxes, and Other Obligations. (a) Mortgagor will pay and discharge from time to time prior to the time
when the same shall become delinquent, and before any interest or penalty accrues thereon or attaches thereto, all Taxes and other obligations with respect to the Mortgaged Property or any part thereof or upon the Rents from the Mortgaged Property
or arising in respect of the occupancy, use or possession thereof in accordance with, and to the extent required by, the Credit Agreement and/or any equivalent provision of the Indentures. 

(b) In the event of the passage of any state, Federal, municipal or other governmental law, order, rule or regulation subsequent to the date
hereof (i) deducting from the value of real property for the purpose of taxation any lien or encumbrance thereon or in any manner changing or modifying the laws now in force governing the taxation of this Mortgage or debts secured by mortgages
or deeds of trust (other than laws governing income, franchise and similar taxes generally) or the manner of collecting taxes thereon and (ii) imposing a tax to be paid by Mortgagee, either directly or indirectly, on this Mortgage or any of the
Secured Credit Documents, or requiring an amount of taxes to be withheld or deducted therefrom, Mortgagor will promptly (x) notify Mortgagee of such event, (y) enter into such further 

  
 7 







 
instruments as Mortgagee may determine are reasonably necessary or desirable to obligate Mortgagor to make any additional payments necessary to put the Lenders and Secured Parties in the same
financial position they would have been if such law, order, rule or regulation had not been passed and (z) make such additional payments to Mortgagee for the benefit of the Lenders and Secured Parties. 

SECTION 1.04. Maintenance of Mortgaged Property. Mortgagor will maintain the Improvements and the Personal Property in the manner
required by the Credit Agreement. 
 SECTION 1.05. Insurance. Mortgagor will keep or cause to be kept the Improvements and Personal
Property insured against such risks, and in the manner, described in Section 4.03(l) of the Guarantee and Collateral Agreement and shall purchase such additional insurance as may be required from time to time pursuant to Section 5.02 of
the Credit Agreement. Federal Emergency Management Agency Standard Flood Hazard Determination Forms will be purchased by Mortgagor for each Mortgaged Property on which Improvements are located. If any portion of Improvements constituting part of the
Mortgaged Property is located in an area identified as a special flood hazard area by Federal Emergency Management Agency or other applicable agency, Mortgagor will purchase flood insurance and provide evidence to Collateral Agent in an amount
reasonably satisfactory to Mortgagee and in compliance with applicable law, but in no event less than the maximum limit of coverage available under the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, each, as
amended. 
 SECTION 1.06. Casualty Condemnation/Eminent Domain. Mortgagor shall give Mortgagee prompt written notice of any casualty
or other damage to the Mortgaged Property or any proceeding for the taking of the Mortgaged Property or any portion thereof or interest therein under power of eminent domain or by condemnation or any similar proceeding in accordance with, and to the
extent required by, the Credit Agreement. Any Net Cash Proceeds received by or on behalf of the Mortgagor in respect of any such casualty, damage or taking shall constitute trust funds held by the Mortgagor for the benefit of the Secured Parties to
be applied to repair, restore or replace the Mortgaged Property or, if a prepayment event shall occur with respect to any such Net Cash Proceeds, to be applied in accordance with the Credit Agreement and/or any equivalent provision of the
Indentures. 
 SECTION 1.07. Assignment of Leases and Rents. (a) Mortgagor hereby unconditionally, irrevocably and absolutely
grants, transfers and assigns all of its right title and interest in all Leases, together with any and all extensions and renewals thereof for purposes of securing and discharging the performance by Mortgagor of the Obligations. Mortgagor has not
assigned or executed any assignment of, and will not assign or execute any assignment of, any Leases or the Rents payable thereunder to anyone other than Mortgagee. 

(b) Except for those Leases set forth in Section 6.02(l) of the Credit Agreement, all Leases shall be subordinate to the lien of this
Mortgage. Except for those Leases set forth in Section 6.02(l) of the Credit Agreement, Mortgagor will not enter into, modify or amend any Lease if such Lease, as entered into, modified or amended, will not be subordinate to the lien of this
Mortgage. 

  
 8 







 (c) Subject to Section 1.07(d), Mortgagor has assigned and transferred to Mortgagee all of
Mortgagor’s right, title and interest in and to the Rents now or hereafter arising from each Lease heretofore or hereafter made or agreed to by Mortgagor, it being intended that this assignment establish, subject to Section 1.07(d), an
absolute transfer and assignment of all Rents and all Leases to Mortgagee and not merely to grant a security interest therein. Subject to Section 1.07(d), Mortgagee may in Mortgagor’s name and stead (with or without first taking possession
of any of the Mortgaged Property personally or by receiver as provided herein) operate the Mortgaged Property and rent, lease or let all or any portion of any of the Mortgaged Property to any party or parties at such rental and upon such terms as
Mortgagee shall, in its sole discretion, determine, and may collect and have the benefit of all of said Rents arising from or accruing at any time thereafter or that may thereafter become due under any Lease. 

(d) So long as an Event of Default shall not have occurred and be continuing, Mortgagee will not exercise any of its rights under
Section 1.07(c), and Mortgagor shall have permission and a license to receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, said license shall immediately cease and
terminate and Mortgagee may, at its option, receive and collect all Rents and enter upon the Premises and Improvements through its officers, agents, employees or attorneys for such purpose and for the operation and maintenance thereof. Mortgagor
hereby irrevocably authorizes and directs each tenant, if any, and each successor, if any, to the interest of any tenant under any Lease, respectively, to rely upon any notice of an Event of Default sent by Mortgagee to any such tenant or any of
such tenant’s successors in interest, and thereafter to pay Rents to Mortgagee without any obligation or right to inquire as to whether an Event of Default actually exists and even if some notice to the contrary is received from the Mortgagor,
who shall have no right or claim against any such tenant or successor in interest for any such Rents so paid to Mortgagee. Each tenant or any of such tenant’s successors in interest from whom Mortgagee or any officer, agent, attorney or
employee of Mortgagee shall have collected any Rents, shall be authorized to pay Rents to Mortgagor only after such tenant or any of their successors in interest shall have received written notice from Mortgagee (such notice to promptly be sent by
Mortgagee once an Event of Default is no longer occurring) that the Event of Default is no longer continuing, unless and until a further notice of an Event of Default is given by Mortgagee to such tenant or any of its successors in interest. 

(e) Mortgagee will not become a mortgagee in possession so long as it does not enter or take actual possession of the Mortgaged Property. In
addition, Mortgagee shall not be responsible or liable for performing any of the obligations of the landlord under any Lease, for any waste by any tenant, or others, for any dangerous or defective conditions of any of the Mortgaged Property, for
negligence in the management, upkeep, repair or control of any of the Mortgaged Property or any other act or omission by any other person. 

(f) Mortgagor shall furnish to Mortgagee, within 30 days after a request by Mortgagee to do so, a written statement containing the names
of all tenants, subtenants and concessionaires of the Premises or Improvements, the terms of any Lease, the space occupied and the rentals and/or other amounts payable thereunder. 

  
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 (g) Mortgagor hereby absolutely and unconditionally assigns and grants to Mortgagee the right of
Mortgagee, at Mortgagee’s option, upon revocation of the license granted herein, to enter upon the Premises in person, by agent or by court-appointed receiver, to collect Rent and take any and all other actions designated by Mortgagee for the
proper management and preservation of the Premises. Furthermore, Mortgagor hereby absolutely and unconditionally assigns and grants to Mortgagee the right of Mortgagee, and the irrevocable power of attorney of Mortgagor, coupled with an interest, to
take any and all of the actions set forth in herein and any or all other actions designated by Mortgagee for the proper management and preservation of the Premises and the Leases. 

SECTION 1.08. Restrictions on Transfers and Encumbrances. Mortgagor shall not directly or indirectly sell, convey, divest, alienate,
assign, lease, sublease, license, mortgage, pledge, encumber or otherwise transfer, create, consent to or suffer the creation of any lien, charge or other form of encumbrance upon any interest in or any part of the Mortgaged Property (other than
resulting from a condemnation), or engage in any common, cooperative, joint, time-sharing or other congregate ownership of all or part thereof, except in each case in accordance with and to the extent permitted by the Credit Agreement and/or any
equivalent provision of the Indentures; provided, that Mortgagor may, in the ordinary course of business and in accordance with reasonable commercial standards, enter into easement or covenant agreements that relate to and/or benefit the
operation of the Mortgaged Property and that do not materially and adversely affect the value, use or operation of the Mortgaged Property. If any of the foregoing transfers or encumbrances results in an event requiring prepayment of the Loans in
accordance with the terms of the Credit Agreement, any Net Cash Proceeds received by or on behalf of the Mortgagor in respect thereof shall constitute trust funds to be held by the Mortgagor for the benefit of the Secured Parties and applied in
accordance with the Credit Agreement and/or any equivalent provision of the Indentures. 
 SECTION 1.09. Security Agreement. This
Mortgage is both a mortgage of real property and a grant of a security interest in personal property, and shall constitute and serve as a “Security Agreement” within the meaning of the uniform
commercial code as adopted in the state wherein the Premises are located (“UCC”). Mortgagor has hereby granted unto Mortgagee a security interest in and to all the Mortgaged Property described in
this Mortgage that is not real property, and prior to or simultaneously with the recording of this Mortgage, Mortgagor has filed or will file UCC financing statements, and will file continuation statements prior to the lapse thereof, at the
appropriate offices in the jurisdiction of formation of the Mortgagor to perfect the security interest granted by this Mortgage in all the Mortgaged Property that is not real property. Mortgagor hereby appoints Mortgagee as its true and lawful attorney-in-fact and agent, for Mortgagor and in its name, place and stead, in any and all capacities, to execute any document and to file the same in the appropriate offices
(to the extent it may lawfully do so), and to perform each and every act and thing reasonably requisite and necessary to be done to perfect the security interest contemplated by the preceding sentence. Mortgagee shall have all rights with respect to
the part of the Mortgaged Property that is the subject of a security interest afforded by the UCC in addition to, but not in limitation of, the other rights afforded Mortgagee hereunder and under the Guarantee and Collateral Agreement. 

  
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 SECTION 1.10. Filing and Recording. Mortgagor has caused or will cause this Mortgage, the
UCC financing statements referred to in Section 1.09, any other security instrument creating a security interest in or evidencing the lien hereof upon the Mortgaged Property and each UCC continuation statement and instrument of further
assurance to be filed, registered or recorded and, if necessary, refiled, rerecorded and reregistered, in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to perfect the lien
hereof upon, and the security interest of Mortgagee in, the Mortgaged Property until this Mortgage is terminated and released in full in accordance with Section 3.04 hereof. Mortgagor will pay all filing, registration and recording fees, all
Federal, state, county and municipal recording, documentary or intangible taxes and other taxes, duties, imposts, assessments and charges, and all reasonable expenses incidental to or arising out of or in connection with the execution, delivery and
recording of this Mortgage, UCC continuation statements any mortgage supplemental hereto, any security instrument with respect to the Personal Property, Permits, Plans and Warranties and Proceeds or any instrument of further assurance. 

SECTION 1.11. Further Assurances. Upon reasonable demand by Mortgagee, Mortgagor will, at the cost of Mortgagor and without expense to
Mortgagee, do, execute, acknowledge and deliver all such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers and assurances as Mortgagee shall from time to time reasonably require for the better assuring,
conveying, assigning, transferring and confirming unto Mortgagee the property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which Mortgagor may be or may hereafter become bound to convey or assign to Mortgagee, or
for carrying out the intention or facilitating the performance of the terms of this Mortgage, or for filing, registering or recording this Mortgage, and on demand, Mortgagor will also execute and deliver and hereby appoints Mortgagee as its true and
lawful attorney-in-fact and agent, for Mortgagor and in its name, place and stead, in any and all capacities, to execute and file to the extent it may lawfully do so,
one or more financing statements, chattel mortgages or comparable security instruments reasonably requested by Mortgagee to evidence more effectively the lien hereof upon the Personal Property and to perform each and every act and thing requisite
and necessary to be done to accomplish the same. 
 SECTION 1.12. Additions to Mortgaged Property. All right, title and interest of
Mortgagor in and to all extensions, improvements, betterments, renewals, substitutions and replacements of, and all additions and appurtenances to, the Mortgaged Property hereafter acquired by or released to Mortgagor or constructed, assembled or
placed by Mortgagor upon the Premises or the Improvements, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such
case without any further mortgage, conveyance, assignment or other act by Mortgagor, shall become subject to the lien and security interest of this Mortgage as fully and completely and with the same effect as though now owned by Mortgagor and
specifically described in the grant of the Mortgaged Property above, but at any and all times Mortgagor will execute and deliver to Mortgagee any and all such further assurances, mortgages, conveyances or assignments thereof as Mortgagee may
reasonably require for the purpose of expressly and specifically subjecting the same to the lien and security interest of this Mortgage. 

  
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 SECTION 1.13. No Claims Against Mortgagee. Nothing contained in this Mortgage shall
constitute any consent or request by Mortgagee, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, nor as giving Mortgagor
any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Mortgagee in respect thereof. 

SECTION 1.14. Fixture Filing. (a) Certain portions of the Mortgaged Property are or will become “fixtures” (as that term
is defined in the UCC) on the Land, and this Mortgage, upon being filed for record in the real estate records of the county wherein such fixtures are situated, shall operate also as a financing statement filed as a fixture filing in accordance with
the applicable provisions of said UCC upon such portions of the Mortgaged Property that are or become fixtures. 
 (b) The real property to
which the fixtures relate is described in Exhibit A attached hereto. The record owner of the real property described in Exhibit A attached hereto is Mortgagor. The name, type of organization and jurisdiction of organization of the debtor for
purposes of this financing statement are the name, type of organization and jurisdiction of organization of the Mortgagor set forth in the first paragraph of this Mortgage, and the name of the secured party for purposes of this financing statement
is the name of the Mortgagee set forth in the first paragraph of this Mortgage. The mailing address of the Mortgagor/debtor is the address of the Mortgagor set forth in the first paragraph of this Mortgage. The mailing address of the
Mortgagee/secured party from which information concerning the security interest hereunder may be obtained is the address of the Mortgagee set forth in the first paragraph of this Mortgage. 

ARTICLE II 
 Defaults and Remedies

 SECTION 2.01. Events of Default. Any Event of Default under the Credit Agreement (as such term is defined therein) or an Indenture
(as such term is defined therein) shall constitute an Event of Default under this Mortgage. 
 SECTION 2.02. Demand for Payment. If
an Event of Default shall occur and be continuing, then, upon written demand of Mortgagee, Mortgagor will pay to Mortgagee all amounts due hereunder and under any Secured Credit Document and such further amount as shall be sufficient to cover the out-of-pocket costs and expenses of collection, including attorneys’ fees, disbursements and expenses incurred by Mortgagee, and Mortgagee shall be entitled and empowered
to institute an action or proceedings at law or in equity for the collection of the sums so due and unpaid, to prosecute any such action or proceedings to judgment or final decree, to enforce any such judgment or final decree against Mortgagor and
to collect, in any manner provided by law, all moneys adjudged or decreed to be payable. 

  
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 SECTION 2.03. Rights To Take Possession, Operate and Apply Revenues. (a) If an Event
of Default shall occur and be continuing, Mortgagor shall, upon demand of Mortgagee, forthwith surrender to Mortgagee actual possession of the Mortgaged Property and, if and to the extent not prohibited by applicable law, Mortgagee itself, or by
such officers or agents as it may appoint, may then enter and take possession of all the Mortgaged Property without the appointment of a receiver or an application therefor, exclude Mortgagor and its agents and employees wholly therefrom, and have
access to the books, papers and accounts of Mortgagor. 
 (b) If Mortgagor shall for any reason fail to surrender or deliver the Mortgaged
Property or any part thereof after such demand by Mortgagee, Mortgagee may to the extent not prohibited by applicable law, obtain a judgment or decree conferring upon Mortgagee the right to immediate possession or requiring Mortgagor to deliver
immediate possession of the Mortgaged Property to Mortgagee, to the entry of which judgment or decree Mortgagor hereby specifically consents. Mortgagor will pay to Mortgagee, upon demand, all reasonable expenses of obtaining such judgment or decree,
including reasonable compensation to Mortgagee’s attorneys and agents with interest thereon at the rate per annum applicable to overdue amounts under the Credit Agreement as provided in Section 2.07 of the Credit Agreement (the
“Interest Rate”); and all such expenses and compensation shall, until paid, be secured by this Mortgage. 
 (c) Upon
every such entry or taking of possession, Mortgagee may, to the extent not prohibited by applicable law, hold, store, use, operate, manage and control the Mortgaged Property, conduct the business thereof and, from time to time, (i) make all
necessary and proper maintenance, repairs, renewals, replacements, additions, betterments and improvements thereto and thereon, (ii) purchase or otherwise acquire additional fixtures, personalty and other property that are reasonably necessary
for the operation of the business, (iii) insure or keep the Mortgaged Property insured, (iv) manage and operate the Mortgaged Property and exercise all the rights and powers of Mortgagor to the same extent as Mortgagor could in its own
name or otherwise with respect to the same, or (v) enter into any and all agreements with respect to the exercise by others of any of the powers herein granted Mortgagee, all as may from time to time be directed or determined by Mortgagee to
reasonably be in its best interest and Mortgagor hereby appoints Mortgagee as its true and lawful attorney-in-fact and agent, for Mortgagor and in its name, place and
stead, in any and all capacities, to perform any of the foregoing acts. Mortgagee may collect and receive all the Rents, issues, profits and revenues from the Mortgaged Property, including those past due as well as those accruing thereafter, and,
after deducting (i) all out-of-pocket expenses of taking, holding, managing and operating the Mortgaged Property (including compensation for the services of all
persons employed for such purposes), (ii) the out-of-pocket costs of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements,
purchases and acquisitions, (iii) the costs of insurance, (iv) such taxes, assessments and other similar charges as Mortgagee may at its option pay, (v) other proper charges upon the Mortgaged Property or any part thereof and
(vi) the compensation, expenses and disbursements of the attorneys and agents of Mortgagee, Mortgagee shall apply the remainder of the moneys and proceeds so received first to the payment of the Mortgagee for the satisfaction of the
Obligations, and second, if there is any surplus, to Mortgagor, subject to the entitlement of others thereto under applicable law. 

  
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 (d) Whenever, before any sale of the Mortgaged Property under Section 2.06, all Obligations
that are then due shall have been paid and all Events of Default fully cured, Mortgagee will surrender possession of the Mortgaged Property back to Mortgagor, its successors or assigns. The same right of taking possession shall, however, arise again
if any subsequent Event of Default shall occur and be continuing. 
 SECTION 2.04. Right To Cure Mortgagor’s Failure
to Perform. Should Mortgagor fail in the payment, performance or observance of any term, covenant or condition required by this Mortgage or the Secured Credit Document (with respect to the Mortgaged Property), Mortgagee may pay, perform or
observe the same, and all payments made or costs or expenses incurred by Mortgagee in connection therewith shall be secured hereby and shall be, without demand, immediately repaid by Mortgagor to Mortgagee with interest thereon at the Interest Rate.
Mortgagee shall be the judge using reasonable discretion of the necessity for any such actions and of the amounts to be paid. Mortgagee is hereby empowered to enter and to authorize others to enter upon the Premises or the Improvements or any part
thereof for the purpose of performing or observing any such defaulted term, covenant or condition without having any obligation to so perform or observe and without thereby becoming liable to Mortgagor, to any person in possession holding under
Mortgagor or to any other person; provided, however, that except in the case of an emergency, Mortgagee will provide reasonable advance notice of such entry, such entry shall be conducted in a reasonable manner and Mortgagee shall use reasonable
efforts to endeavor to minimize the amount of disturbance to the Mortgagor’s possession of the Mortgaged Property. 
 SECTION 2.05.
Right to a Receiver. If an Event of Default shall occur and be continuing, Mortgagee, upon application to a court of competent jurisdiction, shall be entitled as a matter of right to the appointment of a receiver to take possession of and to
operate the Mortgaged Property and to collect and apply the Rents. The receiver shall have all of the rights and powers permitted under the laws of the state wherein the Mortgaged Property is located. Mortgagor shall pay to Mortgagee upon demand all
reasonable out-of-pocket expenses, including receiver’s fees, reasonable attorney’s fees and disbursements, costs and agent’s compensation incurred
pursuant to the provisions of this Section 2.05; and all such expenses shall be secured by this Mortgage and shall be, without demand, immediately repaid by Mortgagor to Mortgagee with interest thereon at the Interest Rate. 

SECTION 2.06. Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, Mortgagee may elect to sell the
Mortgaged Property or any part of the Mortgaged Property by exercise of the power of foreclosure or of sale granted to Mortgagee by applicable law or this Mortgage. In such case, Mortgagee may commence a civil action to foreclose this Mortgage, or
it may proceed and sell the Mortgaged Property to satisfy any Obligation. Mortgagee or an officer appointed by a judgment of foreclosure to sell the Mortgaged Property, may sell all or such parts of the Mortgaged Property as may be chosen by
Mortgagee at the time and place of sale fixed by it in a notice of sale, either as a whole or in separate lots, parcels or items as Mortgagee shall deem expedient, and in such order as it may determine, at public auction to the highest bidder.
Mortgagee or an officer appointed by a judgment of foreclosure to sell the Mortgaged Property may postpone any foreclosure or other sale of all or any portion of the Mortgaged Property by public announcement at such time and place of sale, and from
time to time thereafter may postpone such sale by public 

  
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announcement or subsequently noticed sale. Without further notice, Mortgagee or an officer appointed to sell the Mortgaged Property may make such sale at the time fixed by the last postponement,
or may, in its discretion, give a new notice of sale. Any person, including Mortgagor or Mortgagee or any designee or affiliate thereof, may purchase at such sale. 

(b) The Mortgaged Property may be sold subject to unpaid taxes and the Liens set forth in Section 6.02 of the Credit Agreement, and,
after deducting all costs, fees and out-of-pocket expenses of Mortgagee (including costs of evidence of title in connection with the sale), Mortgagee or an officer that
makes any sale shall apply the proceeds of sale in the manner set forth in Section 2.08. 
 (c) Any foreclosure or other sale of less
than the whole of the Mortgaged Property or any defective or irregular sale made hereunder shall not exhaust the power of foreclosure or of sale provided for herein; and subsequent sales may be made hereunder until the Obligations have been
satisfied, or the entirety of the Mortgaged Property has been sold. 
 (d) If an Event of Default shall occur and be continuing, Mortgagee
may instead of, or in addition to, exercising the rights described in Section 2.06(a) above and either with or without entry or taking possession as herein permitted, proceed by a suit or suits in law or in equity or by any other appropriate
proceeding or remedy (i) to specifically enforce payment of some or all of the Obligations, or the performance of any term, covenant, condition or agreement of this Mortgage or any other Loan Document or any other right, or (ii) to pursue
any other remedy available to Mortgagee, all as Mortgagee shall determine most effectual for such purposes. 
 SECTION 2.07. Other
Remedies. (a) In case an Event of Default shall occur and be continuing, Mortgagee may also exercise, to the extent not prohibited by law, any or all of the remedies available to a secured party under the UCC. 

(b) In connection with a sale of the Mortgaged Property or any Personal Property and the application of the proceeds of sale as provided in
Section 2.08, Mortgagee shall be entitled to enforce payment of and to receive up to the principal amount of the Obligations, plus all other charges, payments and costs due under this Mortgage, and to recover a deficiency judgment for any
portion of the aggregate principal amount of the Obligations remaining unpaid, with interest. 
 SECTION 2.08. Application of Sale
Proceeds and Rents. Subject to applicable law, after any foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall receive and apply the proceeds of the sale together with any Rents that may have been collected and any other sums
that then may be held by Mortgagee under this Mortgage as follows: 
 FIRST, to the payment of all out-of-pocket costs and expenses incurred by the Administrative Agent or the Mortgagee (in their respective capacities as such hereunder or under any other Secured Credit
Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Mortgage, any other Secured Credit Document or any of the Obligations, including all court costs and the fees and expenses of its
agents and legal counsel, the 

  
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repayment of all advances made by the Administrative Agent and/or the Mortgagee hereunder or under any other Secured Credit Document, as applicable, on behalf of any Mortgagor and any other out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Secured Credit Document; 

SECOND, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among
the Administrative Agent and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); 

THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro
rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); 
 FOURTH, to the
Mortgagor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. 
 The Mortgagee shall have absolute discretion as to
the time of application of any such proceeds, moneys or balances in accordance with this Mortgage, and subject to applicable law. Upon any sale of the Mortgaged Property by the Mortgagee (including pursuant to a power of sale granted by statute or
under a judicial proceeding), the receipt of the Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property 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 Mortgagee or such officer or be answerable in any way for the misapplication thereof. 

SECTION 2.09. Mortgagor as Tenant Holding Over. If Mortgagor remains in possession of any of the Mortgaged Property after any
foreclosure sale by Mortgagee, at Mortgagee’s election Mortgagor shall be deemed a tenant holding over and shall forthwith surrender possession to the purchaser or purchasers at such sale or be summarily dispossessed or evicted according to
provisions of law applicable to tenants holding over. 
 SECTION 2.10. Waiver of Appraisement, Valuation, Stay, Extension and Redemption
Laws. Mortgagor waives, to the extent not prohibited by law, (i) the benefit of all laws now existing or that hereafter may be enacted (x) providing for any appraisement or valuation of any portion of the Mortgaged Property and/or
(y) in any way extending the time for the enforcement or the collection of amounts due under any of the Obligations or creating or extending a period of redemption from any sale made in collecting said debt or any other amounts due Mortgagee,
(ii) any right to at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force providing for any homestead exemption, stay, statute of limitations, extension or redemption, or sale of the Mortgaged
Property as separate tracts, units or estates or as a single parcel in the event of foreclosure or notice of deficiency, and (iii) all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due
the whole of or each of the Obligations and marshaling in the event of foreclosure of this Mortgage. 

  
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 SECTION 2.11. Discontinuance of Proceedings. In case Mortgagee shall proceed to enforce
any right, power or remedy under this Mortgage by foreclosure, entry or otherwise, and such proceedings shall be discontinued or abandoned for any reason, or shall be determined adversely to Mortgagee, then and in every such case Mortgagor and
Mortgagee shall be restored to their former positions and rights hereunder, and all rights, powers and remedies of Mortgagee shall continue as if no such proceeding had been taken. 

SECTION 2.12. Suits To Protect the Mortgaged Property. Mortgagee shall have power (a) to institute and maintain suits and
proceedings to prevent any impairment of the Mortgaged Property by any acts that may be unlawful or in violation of this Mortgage, (b) to preserve or protect its interest in the Mortgaged Property and in the Rents arising therefrom and
(c) to restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of or compliance with such enactment, rule or order would
impair the security or be prejudicial to the interest of Mortgagee hereunder. 
 SECTION 2.13. Filing Proofs of Claim. In case of any
receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting Mortgagor, Mortgagee shall, to the extent permitted by law, be entitled to file such proofs of claim and other documents as may
be necessary or advisable in order to have the claims of Mortgagee allowed in such proceedings for the Obligations secured by this Mortgage at the date of the institution of such proceedings and for any interest accrued, late charges and additional
interest or other amounts due or that may become due and payable hereunder after such date. 
 SECTION 2.14. Possession by Mortgagee.
Notwithstanding the appointment of any receiver, liquidator or trustee of Mortgagor, any of its property or the Mortgaged Property, Mortgagee shall be entitled, to the extent not prohibited by law, to remain in possession and control of all parts of
the Mortgaged Property now or hereafter granted under this Mortgage to Mortgagee in accordance with the terms hereof and applicable law. 

SECTION 2.15. Waiver. (a) No delay or failure by Mortgagee to exercise any right, power or remedy accruing upon any breach or
Event of Default shall exhaust or impair any such right, power or remedy or be construed to be a waiver of any such breach or Event of Default or acquiescence therein; and every right, power and remedy given by this Mortgage to Mortgagee may be
exercised from time to time and as often as may be deemed expedient by Mortgagee. No consent or waiver by Mortgagee to or of any breach or Event of Default by Mortgagor in the performance of the Obligations shall be deemed or construed to be a
consent or waiver to or of any other breach or Event of Default in the performance of the same or of any other Obligations by Mortgagor hereunder. No failure on the part of Mortgagee to complain of any act or failure to act or to declare an Event of
Default, irrespective of how long such failure continues, shall constitute a waiver by Mortgagee of its rights hereunder or impair any rights, powers or remedies consequent on any future Event of Default by Mortgagor. 

  
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 (b) Even if Mortgagee (i) grants some forbearance or an extension of time for the payment of
any sums secured hereby, (ii) takes other or additional security for the payment of any sums secured hereby, (iii) waives or does not exercise some right granted herein or under the Secured Credit Documents, (iv) releases a part of
the Mortgaged Property from this Mortgage, (v) agrees to change some of the terms, covenants, conditions or agreements of any of the Secured Credit Documents, (vi) consents to the filing of a map, plat or replat affecting the Premises,
(vii) consents to the granting of an easement or other right affecting the Premises or (viii) makes or consents to an agreement subordinating Mortgagee’s lien on the Mortgaged Property hereunder; no such act or omission shall preclude
Mortgagee from exercising any other right, power or privilege herein granted or intended to be granted in the event of any breach or Event of Default then made or of any subsequent default; nor, except as otherwise expressly provided in an
instrument executed by Mortgagee, shall this Mortgage be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or part of the Mortgaged Property, Mortgagee is hereby authorized and empowered to deal with any
vendee or transferee with reference to the Mortgaged Property secured hereby, or with reference to any of the terms, covenants, conditions or agreements hereof, as fully and to the same extent as it might deal with the original parties hereto and
without in any way releasing or discharging any liabilities, obligations or undertakings. 
 SECTION 2.16. Waiver of Trial by Jury.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MORTGAGOR AND MORTGAGEE EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT OR PROCEEDING RELATING TO THIS MORTGAGE AND FOR ANY COUNTERCLAIM BROUGHT THEREIN.
MORTGAGOR HEREBY WAIVES ALL RIGHTS TO INTERPOSE ANY COUNTERCLAIM IN ANY SUIT BROUGHT BY MORTGAGEE HEREUNDER AND ALL RIGHTS TO HAVE ANY SUCH SUIT CONSOLIDATED WITH ANY SEPARATE SUIT, ACTION OR PROCEEDING. 

SECTION 2.17. Remedies Cumulative. No right, power or remedy conferred upon or reserved to Mortgagee by this Mortgage is intended to be
exclusive of any other right, power or remedy, and each and every such right, power and remedy shall be cumulative and concurrent and in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity
or by statute. 
 ARTICLE III 

Miscellaneous 
 SECTION 3.01.
Partial Invalidity. In the event any one or more of the provisions contained in this Mortgage shall for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall, at the
option of Mortgagee, not affect any other provision of this Mortgage, and this Mortgage shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein. 

SECTION 3.02. Notices. All notices and communications hereunder shall be in writing and given to Mortgagor in accordance with the terms
of the Credit Agreement at the address set forth on the first page of this Mortgage and to the Mortgagee as provided in the Credit Agreement and the Indentures. 

  
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 SECTION 3.03. Successors and Assigns. All of the grants, covenants, terms, provisions and
conditions herein shall run with the Premises and the Improvements and shall apply to, bind and inure to, the benefit of the permitted successors and assigns of Mortgagor and the successors and assigns of Mortgagee. 

SECTION 3.04. Satisfaction and Cancelation. (a) The conveyance to Mortgagee of the Mortgaged Property as security created and
consummated by this Mortgage shall terminate and be null and void when all the Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced
to zero, the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement and the satisfaction and discharge requirements set forth in the Indentures have been satisfied. 

(b) Mortgagor shall automatically be released from its obligations hereunder upon the consummation of (i) any transaction permitted by
the Credit Agreement as a result of which Mortgagor ceases to be a Subsidiary or (ii) any Permitted Receivables Transaction or a Permitted Securitization Transaction consummated after the date hereof as a result of which Mortgagor becomes a
Permitted Syndication Subsidiary or Securitization Subsidiary. 
 (c) Upon any sale or other transfer by Mortgagor of any Collateral that is
permitted under the Credit Agreement to any person that is not the Borrower or a Guarantor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.09 of
the Credit Agreement, the Security Interest in such Collateral shall be automatically released; provided that, upon the consummation after the date hereof of any Permitted Receivables Transaction or a Permitted Securitization Transaction, the
Security Interest in the Equity Interests of the Subsidiary that is the subject of such Permitted Receivables Transaction or a Permitted Securitization Transaction, as the case may be, shall be automatically released to the extent the pledge of the
Equity Interests in such Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law. 
 (d) In connection with
any termination or release pursuant to paragraph (a), (b) or (c) above, the Mortgagee shall promptly execute and deliver to Mortgagor, at Mortgagor’s expense, a release of this Mortgage and all Uniform Commercial Code termination
statements and similar documents that Mortgagor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 3.04 shall be without recourse to or representation or warranty
by the Mortgagee or any Secured Party. Without limiting the provisions of Section 7.06 of the Guarantee and Collateral Agreement, the Borrower shall reimburse the Mortgagee upon demand for all reasonable out of pocket expenses, including the
fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 3.04. 

  
 19 







 SECTION 3.05. Definitions. As used in this Mortgage, the singular shall include the plural
as the context requires and the following words and phrases shall have the following meanings: (a) “including” shall mean “including but not limited to”; (b) “provisions” shall mean “provisions, terms,
covenants and/or conditions”; (c) “lien” shall mean “lien, charge, encumbrance, security interest, mortgage or deed of trust”; (d) “obligation” shall mean “obligation, duty, covenant and/or
condition”; and (e) “any of the Mortgaged Property” shall mean “the Mortgaged Property or any part thereof or interest therein”. Any act that Mortgagee is permitted to perform hereunder may be performed at any time and
from time to time by Mortgagee or any person or entity designated by Mortgagee. Any act that is prohibited to Mortgagor hereunder is also prohibited to all lessees of any of the Mortgaged Property. Each appointment of Mortgagee as attorney-in-fact for Mortgagor under the Mortgage is irrevocable, with power of substitution and coupled with an interest. Subject to the applicable provisions hereof,
Mortgagee has the right to refuse to grant its consent, approval or acceptance or to indicate its satisfaction, in its sole discretion, whenever such consent, approval, acceptance or satisfaction is required hereunder. 

SECTION 3.06. Multisite Real Estate Transaction. Mortgagor acknowledges that this Mortgage is one of a number of Other Mortgages and
Security Documents that secure the Obligations. Mortgagor agrees that the lien of this Mortgage shall be absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever of Mortgagee, and without
limiting the generality of the foregoing, the lien hereof shall not be impaired by any acceptance by the Mortgagee of any security for or guarantees of any of the Obligations hereby secured, or by any failure, neglect or omission on the part of
Mortgagee to realize upon or protect any Obligation or indebtedness hereby secured or any collateral security therefor including the Other Mortgages and other Security Documents. The lien hereof shall not in any manner be impaired or affected by any
release (except as to the property released), sale, pledge, surrender, compromise, settlement, renewal, extension, indulgence, alteration, changing, modification or disposition of any of the Obligations secured or of any of the collateral security
therefor, including the Other Mortgages and other Security Documents or of any guarantee thereof, and Mortgagee may at its discretion foreclose, exercise any power of sale, or exercise any other remedy available to it under any or all of the Other
Mortgages and other Security Documents without first exercising or enforcing any of its rights and remedies hereunder. Such exercise of Mortgagee’s rights and remedies under any or all of the Other Mortgages and other Security Documents shall
not in any manner impair the indebtedness hereby secured or the lien of this Mortgage and any exercise of the rights or remedies of Mortgagee hereunder shall not impair the lien of any of the Other Mortgages and other Security Documents or any of
Mortgagee’s rights and remedies thereunder. Mortgagor specifically consents and agrees that Mortgagee may exercise its rights and remedies hereunder and under the Other Mortgages and other Security Documents separately or concurrently and in
any order that it may deem appropriate and waives any rights of subrogation. 
 SECTION 3.07. No Oral Modification. This Mortgage may
not be changed or terminated orally. Any agreement made by Mortgagor and Mortgagee after the date of this Mortgage relating to this Mortgage shall be superior to the rights of the holder of any intervening or subordinate Mortgage, lien or
encumbrance. 

  
 20 







 SECTION 3.08. Last Dollars Secured; Priority. To the extent that this Mortgage secures
only a portion of the indebtedness owing or that may be owing by Mortgagor to the Secured Parties, the parties agree that any payments or repayments of such indebtedness shall be and be deemed to be applied first to the portion of the indebtedness
that is not secured hereby, it being the parties’ intent that the portion of the indebtedness last remaining unpaid shall be secured hereby. If at any time this Mortgage shall secure less than all of the principal amount of the Obligations, it
is expressly agreed that any repayments of the principal amount of the Obligations shall not reduce the amount secured by the lien and security title of this Mortgage until the secured amount shall equal the principal amount of the Obligations
outstanding. 
 ARTICLE IV 

Particular Provisions 
 This
Mortgage is subject to the following provisions relating to the particular laws of the state wherein the Premises are located: 
 SECTION
4.01. Applicable Law; Certain Particular Provisions. This Mortgage shall be governed by and construed in accordance with the internal law of the state where the Mortgaged Property is located, except that Mortgagor expressly acknowledges that
by their terms, the Credit Agreement and other Loan Documents (aside from those Other Mortgages to be recorded outside New York) shall be governed by the internal law of the State of New York, without regard to principles of conflict of
law. Mortgagor and Mortgagee agree to submit to jurisdiction and the laying of venue for any suit on this Mortgage in the state where the Mortgaged Property is located. The terms and provisions set forth in Appendix A attached hereto are hereby
incorporated by reference as though fully set forth herein. In the event of any conflict between the terms and provisions contained in the body of this Mortgage and the terms and provisions set forth in Appendix A, the terms and provisions set
forth in Appendix A shall govern and control. 

  
 21 







 IN WITNESS WHEREOF, this Mortgage has been duly executed and delivered to Mortgagee by Mortgagor
on the date of the acknowledgment attached hereto. 
  

					
	[NAME OF MORTGAGOR], a [        ] corporation,


 
					
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	


  

			
	By:	 	  

	Name:	 	
	Title:	 	

 [Corporate Seal] 






 [ADD LOCAL FORM OF ACKNOWLEDGMENT] 






 Exhibit A 

to Mortgage 
 Description of the
Land 






 Appendix A 

to Mortgage 
 Local Law
Provisions 
 1. Notwithstanding anything else contained in this Mortgage, (i) the maximum principal debt or obligation which is,
or under any contingency may be secured at the date of execution hereof or any time thereafter by this Mortgage is $[ ] (the “Secured Amount”), (ii) this Mortgage shall also secure amounts other than the principal debt
or obligation to the extent permitted by the Tax Law without payment of additional recording tax and (iii) so long as the aggregate amount of the Obligations exceeds the Secured Amount, any payments and repayments of the Obligations shall not
be deemed to be applied against, or to reduce, the Secured Amount.9 
 2. [Other
relevant local law provisions to be provided by local counsel.] 
  

 

	9 	Applicable only in mortgage tax states. This is the New York language—local counsel to advise whether it needs to be modified in other mortgage tax states. 


  
 A-1 







 EXHIBIT E 
  

 
  

SENIOR-JUNIOR LIEN INTERCREDITOR AGREEMENT1 

dated as of 
 [●], 

among 
 CHS/COMMUNITY HEALTH
SYSTEMS, INC., 
 as Borrower, 

COMMUNITY HEALTH SYSTEMS, INC., 

as Holdings, 
 the other
Subsidiaries of the Borrower 
 from time to time party hereto, 

CREDIT SUISSE AG, 
 as Initial
Senior-Priority Collateral Agent, 
 [●], 

as Initial Junior-Priority Collateral Agent 

and 
 each Additional Agent from
time to time party hereto 
  
  

 
  

 

	1 	Any executed version of this agreement will remain subject to ongoing review and comment by Regions, the second lien collateral agent and CHS. 







 TABLE OF CONTENTS 
  

									
	 	  	 	  	 	  	Page	 
	 Section 1. Definitions; Interpretation
	  			
				
		  	 1.1
	  	 Definitions
	  	 	2	 
		  	 1.2
	  	 Terms Generally
	  	 	11	 
		
	 Section 2. Lien Priorities
	  			
				
		  	 2.1
	  	 Subordination
	  	 	11	 
		  	 2.2
	  	 Prohibition on Contesting Liens
	  	 	12	 
		  	 2.3
	  	 No New Liens
	  	 	12	 
		  	 2.4
	  	 Similar Liens and Agreements
	  	 	13	 
		
	 Section 3. Enforcement
	  			
				
		  	 3.1
	  	 Exercise of Rights and Remedies
	  	 	13	 
		  	 3.2
	  	 Limitation on Exercise of Remedies by Junior-Priority Secured Parties
	  	 	16	 
		  	 3.3
	  	 Cooperation
	  	 	18	 
		  	 3.4
	  	 Rights as Unsecured Creditors
	  	 	18	 
		  	 3.5
	  	 Release of Junior-Priority Liens
	  	 	18	 
		  	 3.6
	  	 Insurance and Condemnation Awards
	  	 	20	 
		
	 Section 4. Payments
	  			
				
		  	 4.1
	  	 Application of Proceeds
	  	 	20	 
		  	 4.2
	  	 Payments Over
	  	 	21	 
		  	 4.3
	  	 Certain Agreements with Respect to Unenforceable Liens
	  	 	22	 
		
	 Section 5. Bailee for Perfection
	  			
				
		  	 5.1
	  	 Each Agent as Bailee
	  	 	22	 
		  	 5.2
	  	 Transfer of Pledged or Controlled Collateral
	  	 	23	 
		
	 Section 6. Insolvency or Liquidation Proceedings
	  			
				
		  	 6.1
	  	 General Applicability; Filing of Motions
	  	 	24	 
		  	 6.2
	  	 Bankruptcy Financing
	  	 	25	 
		  	 6.3
	  	 Relief from the Automatic Stay
	  	 	25	 
		  	 6.4
	  	 Adequate Protection
	  	 	26	 
		  	 6.5
	  	 Reorganization Securities
	  	 	27	 
		  	 6.6
	  	 Separate Classes
	  	 	27	 
		  	 6.7
	  	 Asset Dispositions
	  	 	28	 
		  	 6.8
	  	 Preference Issues
	  	 	28	 
		  	 6.9
	  	 Certain Waivers as to Section 1111(b)(2) of the Bankruptcy Code
	  	 	28	 
		  	 6.10
	  	 Other Bankruptcy Laws
	  	 	28	 


  
 i 








									
	 Section 7. Reliance; Waivers, etc
	  			
				
		  	 7.1
	  	 Reliance
	  	 	29	 
		  	 7.2
	  	 No Warranties or Liability
	  	 	29	 
		  	 7.3
	  	 No Waiver of Lien Priorities
	  	 	29	 
		  	 7.4
	  	 Obligations Unconditional
	  	 	31	 
		
	 Section 8. Miscellaneous
	  			
				
		  	 8.1
	  	 Conflicts
	  	 	32	 
		  	 8.2
	  	 Continuing Nature of this Agreement; Severability
	  	 	32	 
		  	 8.3
	  	 When Discharge of Debt Deemed to Not Have Occurred
	  	 	32	 
		  	 8.4
	  	 Legends on Junior-Priority Documents
	  	 	33	 
		  	 8.5
	  	 Amendments; Waivers
	  	 	33	 
		  	 8.6
	  	 Subrogation
	  	 	34	 
		  	 8.7
	  	 Security Documents
	  	 	34	 
		  	 8.8
	  	 Notices
	  	 	35	 
		  	 8.9
	  	 No Waiver by Senior-Priority Secured Parties
	  	 	36	 
		  	 8.10
	  	 Further Assurances
	  	 	36	 
		
	 Section 9. Representations and Warranties
	  			
				
		  	 9.1
	  	 Representations and Warranties of Each Party
	  	 	36	 
		  	 9.2
	  	 Consent to Jurisdiction; Waiver of Jury Trial
	  	 	36	 
		  	 9.3
	  	 Governing Law
	  	 	37	 
		  	 9.4
	  	 Binding on Successors and Assigns
	  	 	37	 
		  	 9.5
	  	 Specific Performance
	  	 	37	 
		  	 9.6
	  	 Section Titles; Time Periods
	  	 	37	 
		  	 9.7
	  	 Counterparts
	  	 	37	 
		  	 9.8
	  	 Parties in Interest
	  	 	38	 
		  	 9.9
	  	 Provisions Solely to Define Relative Rights
	  	 	38	 
		  	 9.10
	  	 Initial Senior-Priority Collateral Agent and Initial Junior-Priority Collateral Agent
	  	 	38	 
		  	 9.11
	  	 Application of Proceeds
	  	 	38	 
		  	 9.12
	  	 Additional Grantors
	  	 	39	 

 EXHIBITS: 
 Exhibit
A        Form of Intercreditor Agreement Joinder 

  
 ii 







 SENIOR-JUNIOR LIEN INTERCREDITOR AGREEMENT 

SENIOR-JUNIOR LIEN INTERCREDITOR AGREEMENT, dated as of [●], 2018, among CREDIT SUISSE AG, in its capacity as collateral agent for the
Senior-Priority Secured Parties (as defined below) (in such capacity, the “Initial Senior-Priority Collateral Agent”, as hereinafter further defined), [●], in its capacity as collateral agent for the Junior-Priority Secured Parties
(as defined below) (in such capacity, the “Initial Junior-Priority Collateral Agent”, as hereinafter further defined), CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Borrower”, as hereinafter further defined),
COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“Holdings”, as hereinafter further defined), the other Subsidiaries of the Borrower from time to time party hereto and each Additional Agent (as defined below) from time to time party
hereto as Agent (as defined below) for the Additional Holders (as defined below). 
 W I T N E S
S E T H: 
 WHEREAS, pursuant to the Senior-Priority Non-ABL Loan
Agreement (as defined below), among the Borrower, Holdings, the lenders party thereto and the Initial Senior-Priority Non-ABL Loan Agreement Agent (as defined below), such lenders have made and provided and
from time to time may make and provide loans and other financial accommodations to the Borrower; 
 WHEREAS, pursuant to the 2021 Secured
Notes Indenture (as defined below), among the Borrower, Holdings, the Subsidiaries of the Borrower party thereto, the 2021 Secured Notes Trustee (as defined below) and the Initial 2021 Secured Notes Agent (as defined below), the Borrower issued the
2021 Secured Notes (as defined below); 
 WHEREAS, pursuant to the 2023 Secured Notes Indenture (as defined below), among the Borrower,
Holdings, the Subsidiaries of the Borrower party thereto, the 2023 Secured Notes Trustee (as defined below) and the Initial 2023 Secured Notes Agent (as defined below), the Borrower issued the 2023 Secured Notes (as defined below); 

WHEREAS, pursuant to the Junior-Priority Secured Notes Indenture (as defined below), among the Borrower, Holdings, the Subsidiaries of the
Borrower party thereto, the Junior-Priority Secured Notes Trustee (as defined below) and the Junior-Priority Collateral Agent (as defined below), the Borrower issued the Junior-Priority Secured Notes (as defined below); 

WHEREAS, the Senior-Priority Debt (as defined below) is secured pursuant to the Senior-Priority Documents (as defined below) by Liens (as
defined below) on the Collateral and the Junior-Priority Debt (as defined below) is being secured on the date hereof pursuant to the Junior-Priority Documents (as defined below) by Liens on the Collateral; 

WHEREAS, the relative priorities of the Liens in respect of the Collateral as set forth herein are solely to define the relative rights of the
Senior-Priority Secured Parties and the Junior-Priority Secured Parties, as between and among themselves, and with respect to the ABL Priority Collateral (as defined below) are subject in all respects to the relative priorities set forth in the ABL
Intercreditor Agreement (as defined below); and 






 WHEREAS, the Senior-Priority Holders and the Junior-Priority Holders have authorized and directed
the Initial Senior-Priority Collateral Agent and the Initial Junior-Priority Collateral Agent, respectively, to enter into this Agreement pursuant to which the parties hereto confirm that (a) the Senior-Priority Debt is secured on a first
priority basis by Liens on the Collateral (other than the ABL Priority Collateral) and on a second priority basis by Liens on the ABL Priority Collateral and (b) the Junior-Priority Debt is secured on a second priority basis by Liens on the
Collateral (other than the ABL Priority Collateral) and on a third priority basis by Liens on the ABL Priority Collateral, and to provide for the orderly sharing among them, in accordance with such priorities, of proceeds of such assets and
properties upon any foreclosure thereon or other disposition thereof and to address related matters; 
 NOW, THEREFORE, in consideration of
the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows: 
 Section 1. Definitions; Interpretation. 

1.1    Definitions. As used in this Agreement, the following terms have the meanings specified below: 

“2021 Secured Notes” shall mean the 5.125% Senior Secured Notes due 2021 issued by the Borrower pursuant to the 2021 Secured
Notes Indenture in the original aggregate principal amount of $1,000,000,000. 
 “2021 Secured Notes Agent” shall mean the
Initial 2021 Secured Notes Agent and, if applicable after the date hereof, any replacement or successor agent or any Additional Agent, in its capacity as agent, trustee or other representative (if any) for any Additional Holders under the 2021
Secured Notes Indenture and any other applicable Additional Senior-Priority Documents. 
 “2021 Secured Notes Indenture”
shall mean the Indenture, dated as of January 27, 2014, by and among the 2021 Secured Notes Trustee, the Initial 2021 Secured Notes Agent and the Escrow Issuer, as supplemented by the Assumption Supplemental Indenture, dated as of
January 27, 2014, by and among the 2021 Secured Notes Trustee, the Initial 2021 Secured Notes Agent, the Borrower and the other Subsidiaries of the Borrower party thereto, with respect to the 2021 Secured Notes, as it may be amended or further
supplemented from time to time. 
 “2021 Secured Notes Trustee” shall mean Regions Bank, as trustee under the 2021 Secured
Notes Indenture and its successors and assigns. 
 “2023 Secured Notes” shall mean the 6.250% Senior Secured Notes due 2023
issued by the Borrower pursuant to the 2023 Secured Notes Indenture in the aggregate principal amount of $3,100,000,000 (and of which $2,200,000,000 aggregate principal amount was issued on March 16, 2017 and $900,000,000 aggregate principal
amount was issued on May 12, 2017). 

  
 2 







 “2023 Secured Notes Agent” shall mean the Initial 2023 Secured Notes Agent and,
if applicable after the date hereof, any replacement or successor agent or any Additional Agent, in its capacity as agent, trustee or other representative (if any) for any Additional Holders under the 2023 Secured Notes Indenture and any other
applicable Additional Senior-Priority Documents. 
 “2023 Secured Notes Indenture” shall mean the Indenture, dated as of
March 16, 2017, by and among the 2023 Secured Notes Trustee, the Initial 2023 Secured Notes Agent and the Borrower, as supplemented by the First Supplemental Indenture, dated as of March 16, 2017, by and among the 2023 Secured Notes
Trustee, the Initial 2023 Secured Notes Agent, the Borrower and the other Subsidiaries of the Borrower party thereto and the Second Supplemental Indenture, dated as of May 12, 2017, by and among the 2023 Secured Notes Trustee, the Initial 2023
Secured Notes Agent, the Borrower and the other Subsidiaries of the Borrower party thereto, with respect to the 2023 Secured Notes, as it may be amended or further supplemented from time to time. 

“2023 Secured Notes Trustee” shall mean Regions Bank, as trustee under the 2023 Secured Notes Indenture and its successors
and assigns. 
 “ABL Agent” shall mean JPMorgan Chase Bank, N.A., in its capacity as administrative agent and collateral
agent under the ABL Credit Agreement, and also includes its successors and assigns, including any replacement or successor agent or any additional agent. 

“ABL Credit Agreement” shall mean the ABL Credit Agreement, dated as of [•], 2018, by and among the Borrower, Holdings,
the ABL Agent and the lenders from time to time party thereto (as amended, supplemented, modified or restated from time to time). 

“ABL Intercreditor Agreement” shall mean the ABL Intercreditor Agreement, dated as of [•], 2018, by and among the
Borrower, Holdings, the other Guarantors from time to time party thereto, the Initial Senior-Priority Collateral Agent, the Initial Junior-Priority Collateral Agent, each Additional Agent (as defined therein) from time to time party thereto and the
ABL Agent. 
 “ABL Priority Collateral” shall have the meaning set forth in the ABL Intercreditor Agreement. 

“Additional Agent” shall mean any agent, trustee or other representative (if any) of the Additional Holders in respect of any
Additional Debt. 
 “Additional Debt” shall have the meaning set forth in Section 8.5 hereof. 

“Additional Holder” shall mean, collectively, any person party to any Additional Senior-Priority Document or any Additional
Junior-Priority Document as a lender, noteholder, owner, holder or creditor. 
 “Additional Junior-Priority Debt” shall
mean Additional Debt, the obligations of which are, or are intended to be, secured by Liens on the Collateral that rank equal in priority (without regard to the control of remedies) with the obligations under the Junior-Priority Secured Notes
Indenture and the Junior-Priority Secured Notes. 

  
 3 







 “Additional Junior-Priority Document” shall mean (i) any agreement,
document or instrument governing or evidencing any Additional Junior-Priority Debt and (ii) any Junior-Priority Equal Priority Intercreditor Agreement. 

“Additional Senior-Priority Debt” shall mean Additional Debt, the obligations of which are, or are intended to be, secured by
Liens on the Collateral that rank equal in priority (without regard to the control of remedies) with the obligations under the Senior-Priority Non-ABL Loan Agreement, the 2021 Secured Notes Indenture, the 2021
Secured Notes, the 2023 Secured Notes Indenture and the 2023 Secured Notes. 
 “Additional Senior-Priority Document” shall
mean (i) any agreement, document or instrument governing or evidencing any Additional Senior-Priority Debt and (ii) any Senior-Priority Equal Priority Intercreditor Agreement. 

“Agents” shall mean, collectively, each Senior-Priority Collateral Agent and each Junior-Priority Collateral Agent, sometimes
being referred to herein individually as an “Agent”. 
 “Agreement” shall mean this Senior-Junior Lien
Intercreditor Agreement. 
 “Bankruptcy Code” shall mean the United States Bankruptcy Code, being Title 11 of the United
States Code. 
 “Bankruptcy Law” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally. 
 “Borrower” shall have the meaning assigned to such term in the preamble to this Agreement and shall
include (a) any other Person that at any time after the date hereof becomes a borrower or issuer in respect of any Senior-Priority Debt or Junior-Priority Debt and (b) their respective successors and assigns. 

“Business Day” shall mean any day other than a Saturday, a Sunday or a day that is a legal holiday under the Laws of the
State of New York or on which banking institutions in the State of New York are required or authorized by Law or other governmental action to close. 

“Capitalized Lease Obligation” shall mean means all leases that have been or are required to be, in accordance with GAAP,
recorded as capitalized leases. 
 “Collateral” shall mean all of the property and interests in property, real or personal,
tangible or intangible, now owned or hereafter acquired by any Grantor in or upon which any Senior-Priority Secured Party (in its capacity as such) or Junior-Priority Secured Party (in its capacity as such) at any time has a Lien, and including all
proceeds of such property and interests in property. 

  
 4 







 “Comparable Junior-Priority Security Document” shall mean, in relation to any
Collateral subject to any Senior-Priority Security Document, the Junior-Priority Security Document that creates a security interest in the same Collateral, granted by the same Grantor, as applicable. 

“Designated Junior-Priority Collateral Agent” shall mean (i) the Initial Junior-Priority Collateral Agent, until such
time as the Junior-Priority Secured Notes cease to be the only Junior-Priority Debt under this Agreement and (ii) thereafter, the “Controlling Junior-Priority Collateral Agent” as defined in the Junior-Priority Equal Priority
Intercreditor Agreement in effect at such time. 
 “Designated Senior-Priority Collateral Agent” shall mean (i) if at
any time there is only one Senior-Priority Collateral Agent for the Senior-Priority Debt with respect to which the Discharge of Senior-Priority Debt has not occurred, such Senior-Priority Collateral Agent, and (ii) at any time when clause
(i) does not apply, the “Applicable Authorized Representative” as defined in the Senior-Priority Equal Priority Intercreditor Agreement in effect at such time. 

“DIP Financing” shall have the meaning set forth in Section 6.2 hereof. 

“Discharge of Junior-Priority Debt” shall mean, subject to the terms of Section 8.3 hereof, the final payment in full in
cash of the Junior-Priority Debt (other than any Junior-Priority Debt consisting of unasserted contingent obligations). Notwithstanding the foregoing, if after receipt of any payment of, or proceeds of Collateral applied to the payment of, the
Junior-Priority Debt, any Junior-Priority Collateral Agent or any other Junior-Priority Secured Party is required to surrender or return such payment or proceeds to any person for any reason, then the Junior-Priority Debt intended to be satisfied by
such payment or proceeds shall be reinstated and continue and this Agreement shall continue in full force and effect as if such payment or proceeds had not been received by such Junior-Priority Collateral Agent or other Junior-Priority Secured
Party, as the case may be, and no Discharge of Junior-Priority Debt shall be deemed to have occurred. 
 “Discharge of
Senior-Priority Debt” shall mean, subject to the terms of Section 8.3 hereof, the final payment in full in cash of the Senior-Priority Debt (other than any Senior-Priority Debt consisting of unasserted contingent obligations).
Notwithstanding the foregoing, if after receipt of any payment of, or proceeds of Collateral applied to the payment of, the Senior-Priority Debt, any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party is required to
surrender or return such payment or proceeds to any person for any reason, then the Senior-Priority Debt intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Agreement shall continue in full force and effect
as if such payment or proceeds had not been received by such Senior-Priority Collateral Agent or other Senior-Priority Secured Party, as the case may be, and no Discharge of Senior-Priority Debt shall be deemed to have occurred. 

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity interests in any Person, and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest. 

  
 5 







 “Escrow Issuer” shall mean FWCT-2 Escrow
Corporation, a Delaware corporation and a wholly owned subsidiary of Holdings. 
 “GAAP” shall mean generally accepted accounting
principles in the United States as in effect from time to time. 
 “Governmental Authority” shall mean any Federal, state,
local or foreign court or governmental agency, authority, instrumentality or regulatory body. 
 “Grantors” shall mean,
collectively, the Borrower, the Guarantors and each Subsidiary of the Borrower that shall have created or purported to create a Lien on any of its assets to secure any Senior-Priority Debt or Junior-Priority Debt, together with their respective
successors and assigns; sometimes being referred to herein individually as a “Grantor”. 
 “Guarantors” shall
mean, collectively, (a) Holdings, (b) the other Guarantors identified on the signature pages hereto, (c) any other Person that at any time after the date hereof becomes a party to a guarantee in favor of any Senior-Priority Secured Parties
in respect of any of the Senior-Priority Debt or any Junior-Priority Secured Parties in respect of any of the Junior-Priority Debt and (d) their respective successors and assigns; sometimes being referred to herein individually as a
“Guarantor”. 
 “Indebtedness” shall have the meaning set forth in the Senior-Priority Non-ABL Loan Agreement as in effect on the date hereof. 
 “Initial 2021 Secured Notes
Agent” shall mean Credit Suisse AG, in its capacity as collateral agent under the 2021 Secured Notes Indenture and the other applicable Senior-Priority Documents to which it is a party in such capacity, and also includes its successors and
assigns, including any replacement or successor agent or any additional agent. 
 “Initial 2023 Secured Notes Agent” shall
mean Credit Suisse AG, in its capacity as collateral agent under the 2023 Secured Notes Indenture and the other applicable Senior-Priority Documents to which it is a party in such capacity, and also includes its successors and assigns, including any
replacement or successor agent or any additional agent. 
 “Initial Junior-Priority Collateral Agent” shall mean [•],
in its capacity as collateral agent under the Junior-Priority Secured Notes Indenture and the other applicable Junior-Priority Documents to which it is a party in such capacity, and also includes its successors and assigns, including any replacement
or successor agent or any additional agent. 
 “Initial Senior-Priority Collateral Agent” shall mean Credit Suisse, AG in
its capacity as the Initial Senior-Priority Non-ABL Loan Agreement Agent, the Initial 2021 Secured Notes Agent and the Initial 2023 Secured Notes Agent, and also includes its successors and assigns, including
any replacement or successor agent or any additional agent under the Senior-Priority Non-ABL Loan Agreement, the 2021 Secured Notes Indenture or the 2023 Secured Notes Indenture, as applicable. 

  
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 “Initial Senior-Priority Non-ABL Loan Agreement
Agent” shall mean Credit Suisse AG, in its capacity as administrative agent and collateral agent under the Senior-Priority Non-ABL Loan Agreement and as collateral agent under the other applicable
Senior-Priority Documents to which it is a party in such capacity, and also includes its successors and assigns, including any replacement or successor agent or any additional agent. 

“Insolvency or Liquidation Proceeding” shall mean (a) any voluntary or involuntary case or proceeding under any
Bankruptcy Law with respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to
any Grantor or with respect to any of their respective assets, (c) any proceeding seeking the appointment of any trustee, receiver, liquidator, custodian or other insolvency official with similar powers with respect to such Person or any or all
of its assets or properties, (d) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (e) any assignment for the benefit of
creditors or any other marshalling of assets and liabilities of any Grantor. 
 “Intercreditor Agreement Joinder” shall
mean, with respect to any Grantor or any Additional Agent, an instrument substantially in the form of Exhibit A hereto, executed by such Grantor or such Additional Agent and, in the case of any Additional Agent, acknowledged by each
applicable Agent in accordance with Section 8.3 hereof. 
 “Junior-Priority Collateral Agent” shall mean the Initial
Junior-Priority Collateral Agent and, if applicable after the date hereof, any replacement or successor agent or trustee or any Additional Agent or trustee, in its capacity as agent, trustee or other representative (if any) under any applicable
Additional Junior-Priority Documents. 
 “Junior-Priority Debt” shall mean all obligations, liabilities and Indebtedness of
every kind, nature and description owing by any Grantor to any Junior-Priority Secured Party (in its capacity as such), including principal, interest, charges, fees, premiums, indemnities and expenses (including attorney’s fees and expenses),
however evidenced, whether as principal, surety, endorser, guarantor or otherwise, evidenced by or arising under any of the Junior-Priority Documents, whether now existing or hereafter arising, whether arising before, during or after the initial or
any renewal term of the Junior-Priority Documents or after the commencement of any case with respect to any Grantor under the Bankruptcy Code or any other Insolvency or Liquidation Proceeding (and including any principal, interest, fees, costs,
expenses and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case or similar proceeding), whether direct or indirect, absolute or
contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured. 

“Junior-Priority Documents” shall mean, collectively, the following: (a) the Junior-Priority Secured Notes Indenture,
(b) the Junior-Priority Secured Notes, (c) the Junior-Priority Security Agreement and the other Junior-Priority Security Documents, (d) any Additional Junior-Priority Document and (e) all agreements, documents and instruments at
any time executed and/or delivered by any Grantor or any other Person to, with or in favor of, any Junior-Priority Secured Party in connection with any of the documents referred to in clauses (a) through (d) above or related to any thereto, as
all of the foregoing now exist or may hereafter be Refinanced (in whole or in part). 

  
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 “Junior-Priority Equal Priority Intercreditor Agreement” shall mean an agreement
among Holdings, the Borrower and certain other subsidiaries of the Borrower party thereto, the Initial Junior-Priority Collateral Agent and one or more Additional Agents for the Additional Holders of Additional Junior-Priority Debt. 

“Junior-Priority Holders” shall mean, collectively, any person party to one or more Junior-Priority Documents as a lender,
noteholder, owner, holder or creditor (and, including any other lender, noteholder, owner, holder or creditor or group of lenders, noteholders, owners, holders or creditors that at any time Refinances all or any portion of the Junior-Priority Debt
or is otherwise party to one or more Junior-Priority Documents as a lender, noteholder, owner, holder or creditor); sometimes being referred to herein individually as a “Junior-Priority Holder”. 

“Junior-Priority Secured Notes” shall mean, collectively, the [●]% Junior-Priority Secured Notes due [●] issued
by the Borrower pursuant to the Junior-Priority Secured Notes Indenture in the original aggregate principal amount of $[●]. 

“Junior-Priority Secured Notes Indenture” shall mean the Indenture, dated as of [●], 2018, by and among the Borrower,
Holdings, the Subsidiaries of the Borrower party thereto, the Junior-Priority Secured Notes Trustee and [●], in its capacity as Initial Junior-Priority Collateral Agent, with respect to the Junior-Priority Secured Notes, as it may be amended
or supplemented from time to time. 
 “Junior-Priority Secured Notes Trustee” shall mean [●], as trustee under the
Junior-Priority Secured Notes Indenture. 
 “Junior-Priority Secured Parties” shall mean, collectively, (a) each
Junior-Priority Collateral Agent, (b) each Junior-Priority Holder, (c) the Junior-Priority Secured Notes Trustee, (d) each other person to whom any of the Junior-Priority Debt is owed and (e) the successors, replacements and
assigns of each of the foregoing; sometimes being referred to herein individually as a “Junior-Priority Secured Party”. 

“Junior-Priority Security Agreement” shall mean the “Collateral Agreement” as defined in the Junior-Priority
Secured Notes Indenture. 
 “Junior-Priority Security Documents” shall mean the “Notes Collateral Documents” as
defined in the Junior-Priority Secured Notes Indenture and any similar term used in any Additional Junior-Priority Document to describe any Additional Junior-Priority Document that creates and/or perfects or purports to create and/or perfect any
Lien on the Collateral for the benefit of the applicable Junior-Priority Secured Parties under such Additional Junior-Priority Documents. 

“Law” shall, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents, orders, decrees, injunctions or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation
or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority. 

  
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 “Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any
easement, right of way or other encumbrance on title to Real Property, and any Capitalized Lease Obligation having substantially the same economic effect as any of the foregoing). 

“Person” or “person” shall mean any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership or other entity or any government or any agency or instrumentality or political subdivision thereof. 

“Pledged or Controlled Collateral” shall have the meaning set forth in Section 5.1(a) hereof. 

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in
and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and
appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof. 

“Recovery” shall have the meaning set forth in Section 6.8 hereof. 

“Refinance” shall mean, with respect to any Indebtedness (the “Refinanced Indebtedness”), any Indebtedness incurred
in exchange for or as a replacement of (including by entering into alternative financing arrangements in respect of such exchange or replacement (in whole or in part), by adding or replacing lenders, creditors, agents, borrowers and/or guarantors,
or, after the original instrument giving rise to such Indebtedness has been terminated, by entering into any credit agreement, loan agreement, note purchase agreement, indenture or other agreement), or the net proceeds of which are to be used for
the purpose of modifying, extending, refinancing, renewing, replacing, redeeming, repurchasing, defeasing, amending, supplementing, restructuring, repaying, prepaying, retiring, extinguishing or refunding such Refinanced Indebtedness.
“Refinanced” and “Refinancing” have correlative meanings. 
 “Senior-Priority Collateral
Agent” shall mean the Initial Senior-Priority Collateral Agent and, if applicable after the date hereof, any replacement or successor agent or trustee or any Additional Agent or trustee, in its capacity as agent, trustee or other
representative (if any) under any applicable Additional Senior-Priority Documents. 
 “Senior-Priority Debt” shall mean all
obligations, liabilities and Indebtedness of every kind, nature and description owing by any Grantor to any Senior-Priority Secured Party (in its capacity as such), including principal, interest, charges, fees, premiums, indemnities and expenses
(including attorney’s fees and expenses), however evidenced, whether as principal, surety, endorser, guarantor or otherwise, evidenced by or arising under any of the Senior-Priority Documents, whether now existing or hereafter arising, whether
arising before, during or after the initial or any renewal term of the Senior-Priority Documents or after the commencement of any case with respect to any Grantor under the Bankruptcy Code or any other Insolvency or


  
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Liquidation Proceeding (and including any principal, interest, fees, costs, expenses and other amounts which would accrue and become due but for the commencement of such case, whether or not such
amounts are allowed or allowable in whole or in part in such case or similar proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured.

 “Senior-Priority Documents” shall mean, collectively, (a) the Senior-Priority
Non-ABL Loan Agreement, (b) the 2021 Secured Notes Indenture, (c) the 2023 Secured Notes Indenture, (d) the 2021 Secured Notes, (e) the 2023 Secured Notes, (f) the Senior-Priority
Security Documents, (g) any Additional Senior-Priority Documents and (h) all other agreements, documents and instruments at any time executed and/or delivered by any Grantor or any other person to, with, or in favor of, any Senior-Priority
Secured Party in connection with any of the documents referred to in clauses (a) through (g) above or related to any thereto, as all of the foregoing now exist or may hereafter be Refinanced (in whole or in part). 

“Senior-Priority Equal Priority Intercreditor Agreement” shall mean (i) the First Lien Intercreditor Agreement dated as
of August 17, 2012, among the Initial Senior-Priority Non-ABL Loan Agreement Agent, the 2021 Secured Notes Trustee, the Initial 2021 Secured Notes Agent, the 2023 Secured Notes Trustee, the Initial 2023
Secured Notes Agent and other parties from time to time thereto (as it may be amended, supplemented or modified from time to time) and (ii) any other intercreditor agreement among Holdings, the Borrower and certain other Subsidiaries of the
Borrower party thereto, the Senior-Priority Collateral Agent and one or more Additional Agents for the Additional Holders of Additional Senior-Priority Debt. 

“Senior-Priority Holders” shall mean, collectively, any person party to one or more Senior-Priority Documents as a lender,
noteholder, owner, holder or creditor (and including any other lender, noteholder, owner, holder or creditor or group of lenders, noteholders, owners, holders or creditors that at any time Refinances all or any portion of the Senior-Priority Debt or
is otherwise party to one or more Senior-Priority Documents as a lender, noteholder, owner, holder or creditor); sometimes being referred to herein individually as a “Senior-Priority Holder”. 

“Senior-Priority Non-ABL Loan Agreement” shall mean the Fourth Amended and Restated
Credit Agreement dated as of [●], 2018, by and among the Borrower, Holdings, the Initial Senior-Priority Non-ABL Loan Agreement Agent and lenders from time to time party thereto (as further amended,
supplemented, modified or restated from time to time). 
 “Senior-Priority Secured Parties” shall mean, collectively,
(a) each Senior-Priority Collateral Agent, (b) each Senior-Priority Holder, (c) the 2021 Secured Notes Trustee and the 2023 Secured Notes Trustee, (d) each other person to whom any of the Senior-Priority Debt is owed and
(e) the successors and assigns of each of the foregoing; sometimes being referred to herein individually as a “Senior-Priority Secured Party”. 

“Senior-Priority Security Documents” shall mean the “Security Documents” as defined in the Senior-Priority Non-ABL Loan Agreement, the “Notes Collateral Documents” as defined in the 2021 Secured Notes Indenture and 2023 Secured Notes Indenture and any similar term used in any Additional Senior-Priority Document
to describe any Additional Senior-Priority 

  
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Document that creates and/or perfects or purports to create and/or perfect any Lien on the Collateral for the benefit of the applicable Senior-Priority Secured Parties under such Additional
Senior-Priority Documents. 
 “Subsidiary” shall mean any “Subsidiary” of the Borrower as defined in the
Senior-Priority Non-ABL Loan Agreement as of the date hereof. 
 “Uniform Commercial
Code” or “UCC” shall mean the Uniform Commercial Code (or any similar or equivalent legislation) as from time to time in effect in any applicable jurisdiction. 

1.2    Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement,
instrument or other document herein shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and
other modifications are not prohibited by any of the Senior-Priority Documents, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, and as to the Borrower, any Guarantor or any other
Grantor, shall be deemed to include a receiver, trustee or debtor-in-possession on behalf of any of such person or on behalf of any such successor or assign,
(c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) except as otherwise
expressly provided, all references herein to Sections shall be construed to refer to Sections of this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any
and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (f) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting such Law. 
 Section 2. Lien Priorities. 

2.1    Subordination. 

(a)    Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens granted to any
Senior-Priority Collateral Agent or any Senior-Priority Secured Party or any Junior-Priority Collateral Agent or any Junior-Priority Secured Party and notwithstanding any provision of the UCC or any applicable Law or any provisions of the
Senior-Priority Documents or the Junior-Priority Documents or any other circumstance whatsoever, each Junior-Priority Collateral Agent, for itself and on behalf of the Junior-Priority Secured Parties with respect to which such Junior-Priority
Collateral Agent is acting as Agent, hereby agrees that: (i) any Lien on the Collateral securing Senior-Priority Debt now or hereafter held by or for the benefit or on behalf of any Senior-Priority Secured Party or any Agent therefor shall be
senior in right, priority, operation, effect and in all other respects to any Lien on the Collateral securing the Junior-Priority Debt now or hereafter held by or for the benefit or on behalf of any
Junior-

  
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Priority Secured Party or any Agent therefor and (ii) any Lien on the Collateral securing any of the Junior-Priority Debt now or hereafter held by or for the benefit or on behalf of any
Junior-Priority Secured Party or any Agent therefor shall be junior and subordinate in all respects to all Liens on the Collateral securing any Senior-Priority Debt now or hereafter held by or for the benefit or on behalf of any Senior-Priority
Secured Party or any Agent therefor. 
 (b)    All Liens on the Collateral securing any Senior-Priority Debt shall be
and remain senior in all respects and prior to all Liens on the Collateral securing any Junior-Priority Debt for all purposes, whether or not such Liens securing any Senior-Priority Debt are subordinated to any Lien securing any other obligation of
any Grantor or any other Person. 
 (c)    The parties hereto intend that the Collateral securing the Senior-Priority
Debt and the Collateral securing the Junior-Priority Debt be identical; provided, however, that the parties hereto acknowledge that the Collateral securing certain of the Senior-Priority Debt and the Junior-Priority Debt may exclude
(i) Equity Interests and other securities of any Subsidiary of the Borrower to the extent required under such applicable Senior-Priority Documents and/or Junior-Priority Documents and necessary for such Subsidiary not to be subject to any
requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933 to file separate financial statements with the SEC (or any other governmental
agency) due to the fact that such Subsidiary’s Equity Interests or other securities secure any such Senior-Priority Debt or Junior-Priority Debt and (ii) cash collateral provided under the terms of the Senior-Priority Non-ABL Loan
Agreement (it being understood that the exclusions in clauses (i) and (ii) do not apply to Senior-Priority Debt under the Senior-Priority Non-ABL Loan Agreement).1 
 2.2    Prohibition on Contesting Liens. Each Senior-Priority
Collateral Agent, for itself and on behalf of the other Senior-Priority Secured Parties with respect to which such Senior-Priority Collateral Agent is acting as Agent and each Junior-Priority Collateral Agent, for itself and on behalf of the other
Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that it shall not (and hereby waives any right to) contest, or support any other Person in contesting, in any proceeding
(including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or for the benefit or on behalf of any Senior-Priority Secured Party in any Collateral or by or on behalf of any of the
Junior-Priority Secured Parties in any Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any Senior-Priority Secured Party or Junior-Priority Secured
Party to enforce this Agreement. 
 2.3    No New Liens. 

(a)    So long as the Discharge of Senior-Priority Debt has not occurred, the parties hereto agree that, after the date
hereof, if any Junior-Priority Secured Party shall hold any Lien on any assets of any Grantor securing any Junior-Priority Debt that are not also subject to Liens of each applicable Senior-Priority Collateral Agent under the applicable
Senior-Priority Documents (except for any assets that are expressly not required to be subject to a Lien of such 
  

 

	1 	 To reflect any other exclusion from Junior-Priority Secured Notes collateral.




  
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Senior-Priority Collateral Agent under the Senior-Priority Documents with respect to which such Senior-Priority Collateral Agent is acting as Agent), such Grantor shall promptly give written
notice thereof to each such Senior-Priority Collateral Agent and such Grantor shall grant a Lien thereon to each such Senior-Priority Collateral Agent in a manner and on terms satisfactory to such Senior-Priority Collateral Agent. 

(b)    So long as any Junior-Priority Debt remains outstanding, the parties hereto agree that, after the date hereof, if
any Senior-Priority Secured Party shall hold any Lien on any assets of any Grantor securing any Senior-Priority Debt that are not also subject to Liens of each Junior-Priority Collateral Agent under the applicable Junior-Priority Documents (except
for any assets that are expressly not required to be subject to a Lien of such Junior-Priority Collateral Agent under the Junior-Priority Documents with respect to which such Junior-Priority Collateral Agent is acting as Agent and cash collateral
provided under the terms of the Senior-Priority Non-ABL Loan Agreement), such Grantor shall promptly give written notice thereof to each such Junior-Priority Collateral Agent and shall grant a Lien thereon to
each such Junior-Priority Collateral Agent in a manner and on terms reasonably satisfactory to such Junior-Priority Collateral Agent. 

(c)    To the extent that the provisions of this Section 2.3 are not complied with for any reason, without limiting
any other right or remedy available to the Senior-Priority Collateral Agents or any other Senior-Priority Secured Party, each Junior-Priority Collateral Agent agrees, for itself and on behalf of the other Junior-Priority Secured Parties with respect
to which such Junior-Priority Collateral Agent is acting as Agent, that any amount received by or distributed to such Junior-Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section shall be subject to
Section 4 hereof. 
 2.4    Similar Liens and Agreements. 

(a)    The parties hereto agree, subject to the other provisions of this Agreement: 

(i)    to cooperate in order to determine, upon any request by any Senior-Priority Collateral Agent or any
Junior-Priority Collateral Agent, the specific items included in the Collateral securing the Senior-Priority Debt and the Collateral securing the Junior-Priority Debt, the steps taken to perfect the Liens thereon, and the identity of the respective
parties obligated under the Senior-Priority Documents and the Junior-Priority Documents; and 

(ii)    to make the forms, documents and agreements creating or evidencing the Collateral securing the
Senior-Priority Debt and the Collateral securing the Junior-Priority Debt and the Liens of the Senior-Priority Secured Parties and the Liens of the Junior-Priority Secured Parties materially the same, other than with respect to the senior priority
or junior priority lien nature of the Liens created or evidenced thereunder (as applicable), the identity of the parties thereto or secured thereby and other matters contemplated by this Agreement, including the proviso in Section 2.1(c). 

  
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 Section 3. Enforcement. 

3.1    Exercise of Rights and Remedies. 

(a)    So long as the Discharge of Senior-Priority Debt has not occurred, whether or not any Insolvency or Liquidation
Proceeding has been commenced by or against any Grantor, each Junior-Priority Collateral Agent agrees, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as
Agent, that: 
 (i)    it will not (A) contest, protest or object to any foreclosure proceeding or
action brought by any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party or any other exercise by any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party of any rights and remedies relating to the
Collateral or otherwise or (B) contest, protest or object to the forbearance by any Senior-Priority Secured Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to any of
the Collateral; 
 (ii)    each Senior-Priority Collateral Agent and the other Senior-Priority Secured
Parties shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt), to make determinations regarding the release, disposition or restrictions
with respect to the Collateral and commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding) without any consultation
with or the consent of any Junior-Priority Collateral Agent or any other Junior-Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Grantor, a Junior-Priority
Collateral Agent may file a proof of claim or statement of interest with respect to the Junior-Priority Debt with respect to which such Junior-Priority Collateral Agent is acting as Agent, (B) a Junior-Priority Collateral Agent may send such
notices of the existence of, or any evidence or confirmation of, the Junior-Priority Debt under the applicable Junior-Priority Documents or the Liens of such Junior-Priority Collateral Agent in the Collateral to any court or governmental agency, or
file or record any such notice or evidence to the extent necessary to prove or preserve the Liens of such Junior-Priority Collateral Agent in the Collateral, (C) a Junior-Priority Collateral Agent may file any necessary responsive or defensive
pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of any Junior-Priority Secured Party with respect to which such Junior-Priority
Collateral Agent is acting as Agent, including any claims secured by the Collateral, or otherwise make any agreements or file any motions pertaining to the applicable Junior-Priority Debt, in each case to the extent not inconsistent with the terms
of this Agreement, (D) a Junior-Priority Collateral Agent may commence legal proceedings against a Grantor (but not any of the Collateral); provided, however, that, such legal proceedings could not reasonably be expected to
interfere with the rights of any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party in and to the Collateral or any Senior-Priority Debt or the exercise by any Senior-Priority Collateral Agent or any other Senior-Priority
Secured Party of such rights and does not involve any contest or challenge to the validity, perfection, priority or enforceability of the Liens of any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party or any other holder of
Senior-Priority Debt and in any event no Junior-Priority Collateral Agent may enforce any judgment against any of the Collateral, 

  
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(E) the Junior-Priority Secured Parties shall be entitled to file any proof of claim and other filings, make any arguments and motions and take any other action in order to preserve or protect
their Liens on the Collateral that are, in each case, in accordance with the terms of this Agreement, with respect to the applicable Junior-Priority Debt and the Collateral, (F) the Junior-Priority Secured Parties may exercise rights and
remedies that may be exercised by unsecured creditors to the extent provided in Section 3.4 hereof and not otherwise inconsistent with the terms hereof, including, in any Insolvency or Liquidation Proceeding, the right to file any pleadings,
objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy Law (other than initiating
or joining in an involuntary case or proceeding under the Bankruptcy Code with respect to a Grantor, except as otherwise requested or expressly consented to in writing by the Designated Senior-Priority Collateral Agent), in each case, in accordance
with the terms of this Agreement; provided, however, that any judgment Lien obtained by a Junior-Priority Secured Party as a result of such exercise of rights will be subject to this Agreement (and will have the same priority hereunder
as the other Liens of the applicable Junior-Priority Collateral Agent); provided further, however, that until the Discharge of Senior-Priority Debt, if a Junior-Priority Collateral Agent or any other Junior-Priority Secured
Party shall, at any time, receive any proceeds of any such judgment Lien, it shall pay such proceeds over to the Senior-Priority Collateral Agent in accordance with the terms of Section 4.2 and (G) in any Insolvency or Liquidation
Proceeding, the Junior-Priority Secured Parties shall be entitled to vote on any plan of reorganization, in a manner and to the extent consistent with the provisions hereof; and 

(iii)    each Senior-Priority Collateral Agent and the other Senior-Priority Secured Parties, in exercising
rights and remedies with respect to the Collateral, may enforce the provisions of the Senior-Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion and
such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and
remedies of a secured lender under the Uniform Commercial Code and of a secured creditor under the Bankruptcy Code or any other Bankruptcy Law, in each case as if no Junior-Priority Debt is then outstanding. 

(b)    Each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with
respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral, unless and until the Discharge of Senior-Priority Debt has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior-Priority Debt
has occurred, except as expressly provided in the provisos in Section 3.1(a)(ii) above, the sole right of the Junior-Priority Collateral Agents and the other Junior-Priority Secured Parties with respect to the Collateral is to hold a Lien on
the Collateral pursuant to the Junior-Priority Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior-Priority Debt has occurred. 

  
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 (c)    Each Junior-Priority Collateral Agent, for itself and on behalf of the
other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that it will not take any action that would hinder any exercise of remedies undertaken by any Senior-Priority Collateral
Agent under the Senior-Priority Documents, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, and each Junior-Priority Collateral Agent, for itself and on behalf of the other
Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, hereby waives any and all rights each may have as a junior lien creditor or otherwise to object to the manner or order in which any
Senior-Priority Collateral Agent or the other Senior-Priority Secured Parties seek to enforce or collect the Senior-Priority Debt or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of
any Senior-Priority Collateral Agent or the other Senior-Priority Secured Parties is or could be adverse to the interests of the Junior-Priority Secured Parties. 

(d)    Each Junior-Priority Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction
contained in any Junior-Priority Document shall be deemed to restrict in any way the rights and remedies of the Senior-Priority Collateral Agents or the other Senior-Priority Secured Parties with respect to the Collateral as set forth in this
Agreement and the Senior-Priority Documents. 
 (e)    Subject to 3.1(a) hereof, the Designated Senior-Priority
Collateral Agent shall have the exclusive right to exercise or enforce any right or remedy with respect to the Collateral and to make determinations regarding the release, disposition or restrictions with respect to the Collateral and commence or
seek to commence any action or proceeding with respect to such rights and remedies and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect
thereto. Following the Discharge of Senior-Priority Debt, subject to the Junior-Priority Equal Priority Intercreditor Agreement and any other then effective intercreditor agreement, the Designated Junior-Priority Collateral Agent, who may be
instructed by the applicable Junior-Priority Secured Parties in accordance with the applicable Junior-Priority Documents, shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated
Junior-Priority Collateral Agent, who may be instructed by the applicable Junior-Priority Secured Parties in accordance with the applicable Junior-Priority Documents, shall have the exclusive right to direct the time, method and place of exercising
or conducting any proceeding for the exercise of any right or remedy available to the Junior-Priority Secured Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Junior-Priority
Collateral Agents, or for the taking of any other action authorized by the Junior-Priority Documents; provided, however, that nothing in this Section 3.1(e) shall impair the right of any Junior-Priority Collateral Agent or other
agent or trustee acting on behalf of the Junior-Priority Secured Parties to take such actions with respect to the Collateral after the Discharge of Senior-Priority Debt as may be otherwise required or authorized pursuant to any intercreditor
agreement governing the Junior-Priority Secured Parties or the Junior-Priority Debt. 

  
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 3.2    Limitation on Exercise of Remedies by Junior-Priority Secured
Parties. Each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent: 

(a)    will not, so long as the Discharge of Senior-Priority Debt has not occurred, enforce or exercise, or
seek to enforce or exercise, any rights or remedies (including any right of setoff or notification of account debtors) with respect to any Collateral, other than the rights set forth in Section 3.1(a)(ii); 

(b)    will not contest, protest or object to any foreclosure action or proceeding brought by any
Senior-Priority Collateral Agent or any other Senior-Priority Secured Party, or any other enforcement or exercise by any Senior-Priority Secured Party of any rights or remedies relating to the Collateral under the Senior-Priority Documents or
otherwise, so long as the Liens of such Junior-Priority Collateral Agent attach to the proceeds thereof subject to the relative priorities set forth in Section 2.1; 

(c)    will not object to the forbearance by any Senior-Priority Collateral Agent or the other
Senior-Priority Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to any of the Collateral; 

(d)    will not, so long as the Discharge of Senior-Priority Debt has not occurred, take or receive any
Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award or any
condemnation award (or deed in lieu of condemnation) relating to any Collateral; 
 (e)    will not take
any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the Senior-Priority Documents, including any sale or other disposition of any Collateral, whether by foreclosure or otherwise; 

(f)    will not object to the order or manner in which any Senior-Priority Collateral Agent or any other
Senior-Priority Secured Party may seek to enforce or collect the Senior-Priority Debt or the Liens of such Senior-Priority Secured Party, regardless of whether any action or failure to act by or on behalf of any Senior-Priority Collateral Agent or
any other Senior-Priority Secured Party is, or could be, adverse to the interests of the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, and will not assert, and hereby waives, to the
fullest extent permitted by Law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral
or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (f); and 

(g)    will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge
or question the validity or enforceability of any Senior-Priority Debt, any Lien of a Senior-Priority Collateral Agent or any Senior-Priority Security Document, including this Agreement, or the validity or enforceability of the priorities, rights or
obligations established by this Agreement. 

  
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 3.3    Cooperation. Subject to the provisos in
Section 3.1(a)(ii), each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, unless and until the
Discharge of Senior-Priority Debt has occurred, it will not commence, or join with any Person (other than the Designated Senior-Priority Collateral Agent upon its request) in commencing, any enforcement, collection, execution, levy or foreclosure
action or proceeding with respect to any Lien held by it under any of the Junior-Priority Documents, or otherwise. 

3.4    Rights as Unsecured Creditors. The Junior-Priority Collateral Agents and the other Junior-Priority Secured
Parties may exercise rights and remedies as an unsecured creditor against any Grantor in accordance with the terms of the Junior-Priority Documents and applicable Law, but only to the extent that the exercise of any such rights and remedies is not
inconsistent with the terms of this Agreement. In the event any Junior-Priority Secured Party, as a result of the exercise of their rights as unsecured creditors are granted or otherwise holds a judgment Lien, such Lien shall be subject to this
Agreement (and will have the same priority hereunder as the other Liens of the applicable Junior-Priority Collateral Agent). Nothing in this Agreement shall prohibit the receipt by any Junior-Priority Collateral Agent or any other Junior-Priority
Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by such Junior-Priority Collateral Agent or any other Junior-Priority Secured Party with respect to which
such Junior-Priority Collateral Agent is acting as Agent of foreclosure rights or other remedies as a secured creditor (including any right of setoff) or enforcement in contravention of this Agreement of any Lien held by any of them or any other act
in contravention of this Agreement. 
 3.5    Release of Junior-Priority Liens. 

(a)    Effective upon any sale, lease, license, exchange, transfer or other disposition of any Collateral permitted, or
expressly consented to in writing by the Senior-Priority Collateral Agents, under the terms of the Senior-Priority Documents to which each such Agent is a party that results in the release of any of such Senior-Priority Collateral Agent’s Liens
on any Collateral (excluding any sale or other disposition that is expressly prohibited by the Junior-Priority Documents (as in effect on the date hereof) unless such sale or other disposition is consummated in connection with the exercise of such
Senior-Priority Collateral Agent’s remedies in respect of Collateral or consummated after the commencement of any Insolvency or Liquidation Proceeding or consummated upon the occurrence or during the existence of an event of default under the
Senior-Priority Documents to which such Agent is a party): 
 (i)    the Liens, if any, of each
Junior-Priority Collateral Agent, for itself or for the benefit of the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, on such Collateral shall be automatically, unconditionally and
simultaneously released to the same extent as the release of each such Senior-Priority Collateral Agent’s Lien; provided, however, that the proceeds thereof shall be applied pursuant to Section 4.1; 

(ii)    each Junior-Priority Collateral Agent, for itself or on behalf of the Junior-Priority Secured
Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, shall promptly upon the written request of any Senior-Priority Collateral 

  
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Agent execute and deliver such release documents and confirmations of the authorization to file UCC amendments and terminations provided for herein, in each case as the Senior-Priority Collateral
Agents may reasonably require in connection with such sale, lease, license, exchange, transfer or other disposition by the Senior-Priority Collateral Agents, the Senior-Priority Collateral Agents’ agents or any Grantor with the prior written
consent of the Senior-Priority Collateral Agents to evidence and effectuate such termination and release; provided, however, that any such release or UCC amendment or termination by such Junior-Priority Collateral Agent shall not
extend to or otherwise affect any of the rights, if any, of such Junior-Priority Collateral Agent to the proceeds from any such sale, lease, license, exchange, transfer or other disposition of the Collateral; 

(iii)    each Junior-Priority Collateral Agent, for itself or on behalf of the other Junior-Priority
Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, shall be deemed to have authorized the Designated Senior-Priority Collateral Agent to file UCC amendments and terminations covering the Collateral so
sold, leased, licensed, exchanged, transferred or otherwise disposed of as to UCC financing statements between any Grantor and such Junior-Priority Collateral Agent or any other Junior-Priority Secured Party with respect to which such
Junior-Priority Collateral Agent is acting as Agent to evidence such release and termination; and 

(iv)    each Junior-Priority Collateral Agent, for itself or on behalf of the Junior-Priority Secured
Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, shall be deemed to have consented under the Junior-Priority Documents to which such Agent is a party, to such sale, lease, license, exchange, transfer or other
disposition to the same extent as the consent of the Senior-Priority Collateral Agents and the other Senior-Priority Secured Parties. 

(b)    (i) So long as the Discharge of Senior-Priority Debt has not occurred, each Junior-Priority Collateral Agent, for
itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, hereby constitutes and appoints (which appointment is coupled with an interest and is irrevocable) the
Designated Senior-Priority Collateral Agent and any officer or agent of the Designated Senior-Priority Collateral Agent, 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 Junior-Priority Collateral Agent or such holder or in the Designated
Senior-Priority Collateral Agent’s own name, from time to time in the Designated Senior-Priority Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 3.5, to take any and all appropriate action and
to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 3.5, including any termination statements, endorsements or other instruments of transfer or release. 

(ii)    Nothing contained in this Agreement shall be construed to modify the obligation of any
Senior-Priority Collateral Agent to act in a manner consistent with applicable Law in the exercise of its rights to sell, lease, license, exchange, transfer or otherwise dispose of any Collateral. 

  
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 3.6    Insurance and Condemnation Awards. 

(a)    So long as the Discharge of Senior-Priority Debt has not occurred, the Designated Senior-Priority Collateral Agent
and the other Senior-Priority Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the Senior-Priority Documents and to the terms of the ABL Intercreditor Agreement, to settle and adjust claims in respect
of Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Collateral. So long as the Discharge of Senior-Priority Debt has not occurred
(subject, in the case of any ABL Priority Collateral, to the terms of the ABL Intercreditor Agreement), all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first,
be paid to the Designated Senior-Priority Collateral Agent for the benefit of the Senior-Priority Secured Parties to the extent required under the applicable Senior-Priority Documents, (b) second, be paid to the Designated
Junior-Priority Collateral Agent for the benefit of the Junior-Priority Secured Parties to the extent required under the applicable Junior-Priority Documents and (c) third, if no Junior-Priority Debt is outstanding, be paid to the owner
of the subject property or as a court of competent jurisdiction may otherwise direct or as may otherwise be required by applicable Law. Until the Discharge of Senior-Priority Debt, if any Junior-Priority Collateral Agent or any other Junior-Priority
Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall pay such proceeds over to the Designated Senior-Priority Collateral Agent in accordance with the terms of Section 4.2.

 (b)    After the Discharge of Senior-Priority Debt has occurred and so long as the Discharge of Junior-Priority Debt
has not occurred, the Designated Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the Junior-Priority Documents and to the terms of the
ABL Intercreditor Agreement and any other then effective intercreditor agreement, to settle and adjust claims in respect of Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any
deed in lieu of condemnation in respect of the Collateral. After the Discharge of Senior-Priority Debt has occurred (subject, in the case of any ABL Priority Collateral, to the terms of the ABL Intercreditor Agreement), but so long as the Discharge
of Junior-Priority Debt has not occurred, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, be paid to the Designated Junior-Priority Collateral Agent for
the benefit of the Junior-Priority Secured Parties to the extent required under the applicable Junior-Priority Documents and (b) second, if no Junior-Priority Debt is outstanding, be paid to the owner of the subject property or as a
court of competent jurisdiction may otherwise direct or as may otherwise be required by applicable Law. 

  
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 Section 4. Payments. 

4.1    Application of Proceeds. 

(a)    So long as the Discharge of Senior-Priority Debt has not occurred, the Collateral or proceeds thereof received in
connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies shall be applied in the following order of priority (subject, in the case of any ABL Priority Collateral, to the terms of the ABL
Intercreditor Agreement): 
 (i)    first, to the Senior-Priority Debt in such order as specified
in the relevant Senior-Priority Documents until the Discharge of Senior-Priority Debt has occurred; and 

(ii)    second, to the Junior-Priority Debt in such order as specified in the relevant
Junior-Priority Documents until the Discharge of Junior-Priority Debt has occurred. 
 (b)    Upon the Discharge of
Senior-Priority Debt, to the extent permitted under applicable Law and subject to the ABL Intercreditor Agreement and without imposing any liability on the Designated Senior-Priority Collateral Agent or any other Senior-Priority Secured Party (with
any right to seek to impose any such liability being hereby expressly waived by each Junior-Priority Collateral Agent on behalf of itself and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is
acting as Agent), the Designated Senior-Priority Collateral Agent shall deliver to the Designated Junior-Priority Collateral Agent, without recourse, representation or warranty, any proceeds of Collateral held by it at such time in the same form as
received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Junior-Priority Collateral Agent to the Junior-Priority Debt in such order as specified in the
Junior-Priority Equal Priority Intercreditor Agreement, if applicable, and/or the other Junior-Priority Documents. 

(c)    The foregoing provisions of this Agreement are intended solely to govern the respective lien priorities as between
the Junior-Priority Collateral Agents and the Senior-Priority Collateral Agents and shall not impose on any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party any obligations in respect of the disposition of proceeds of
foreclosure on any Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or other governmental authority or any applicable Law. 

4.2    Payments Over. 

(a)    So long as the Discharge of Senior-Priority Debt has not occurred, whether or not any Insolvency or Liquidation
Proceeding has been commenced by or against any Grantor, each Junior-Priority Collateral Agent agrees, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as
Agent, that any Collateral or proceeds thereof or payment with respect thereto received by such Junior-Priority Collateral Agent or any other Junior-Priority Secured Party, with respect to the Collateral, and including in connection with any right
of set-off, insurance policy claim or any condemnation award (or deed in lieu of condemnation), shall be segregated and held in trust and promptly transferred or paid over to the Designated Senior-Priority
Collateral Agent for the benefit of the Senior-Priority Secured Parties in the same form as received, with any necessary endorsements or assignments or as a court of competent jurisdiction may otherwise direct; provided, however, that
this Section 4.2(a) shall not apply to any required payments of interest and principal received by a Junior-Priority Collateral Agent or any other Junior-Priority Secured Party prior to the commencement of any Insolvency or Liquidation
Proceeding so long as such 

  
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receipt is not the direct or indirect result of the exercise by such Junior-Priority Collateral Agent or any other Junior-Priority Secured Party of foreclosure rights or other remedies as a
secured creditor or enforcement in contravention of this Agreement of any Lien held by any of them or any other act in contravention of this Agreement. The Designated Senior-Priority Collateral Agent is hereby authorized to make any such
endorsements or assignments as agent for the Junior-Priority Collateral Agents. This authorization is coupled with an interest and is irrevocable. 

4.3    Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained
herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then each Junior-Priority Collateral Agent and each Junior-Priority Secured Party agrees that
any distribution or recovery it may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of Senior-Priority Debt has not occurred) be
segregated and held in trust and forthwith paid over to the Designated Senior-Priority Collateral Agent for the benefit of the Senior-Priority Secured Parties in the same form as received without recourse, representation or warranty (other than a
representation of such Junior-Priority Collateral Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a court of
competent jurisdiction may otherwise direct until such time as the Discharge of Senior-Priority Debt has occurred. Until the Discharge of Senior-Priority Debt occurs, each Junior-Priority Collateral Agent, for itself and on behalf of each other
Junior-Priority Secured Party with respect to which such Junior-Priority Collateral Agent is acting as Agent, hereby appoints the Designated Senior-Priority Collateral Agent, and any officer or agent of such Designated Senior-Priority Collateral
Agent, with full power of substitution, the attorney-in-fact of each Junior-Priority Secured Party for the limited purpose of carrying out the provisions of this
Section 4.3 and taking any action and executing any instrument that such Designated Senior-Priority Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.3, which appointment is coupled with an
interest and is irrevocable. 
 Section 5. Bailee for Perfection. 

5.1    Each Agent as Bailee. 

(a)    Each Senior-Priority Collateral Agent agrees to hold any Collateral that can be perfected by the possession or
control of such Collateral (or by notation of such Senior-Priority Collateral Agent’s lien, if any, on any certificate of title, if applicable) or of any deposit or securities account in which such Collateral is held, and if such Collateral or
any such deposit or securities account is in fact in the possession or under the control of a Senior-Priority Collateral Agent, or of agents or bailees of such Senior-Priority Collateral Agent (such Collateral being referred to herein as the
“Pledged or Controlled Collateral”) as bailee and agent for and on behalf of the Junior-Priority Collateral Agents, solely for the purpose of perfecting the security interest granted to the Junior-Priority Collateral Agents in such
Pledged or Controlled Collateral (including, but not limited to, any securities or any deposit accounts or securities accounts, if any) pursuant to the Junior-Priority Documents, subject to the terms and conditions of this Section 5. 

  
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 (b)    So long as the Discharge of Senior-Priority Debt has not occurred, the
Senior-Priority Collateral Agents shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other Senior-Priority Documents as if the Liens on the Collateral securing the
Junior-Priority Debt did not exist. The obligations and responsibilities of the Senior-Priority Collateral Agents to the Junior-Priority Collateral Agents and the other Junior-Priority Secured Parties under this Article 5 shall be limited solely to
holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Section 5. Without limiting the foregoing, the Senior-Priority Collateral Agents shall have no obligation whatsoever to the Junior-Priority Collateral
Agents or any other Junior-Priority Secured Party to assure that the Pledged or Controlled Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person, except as expressly set forth in this Section 5.
The duty or responsibility of the Senior-Priority Collateral Agents under this Section 5 shall be limited solely to holding the Pledged or Controlled Collateral as bailee and agent for and on behalf of the Junior-Priority Collateral Agents for
purposes of perfecting the Liens held by the Junior-Priority Collateral Agents. 
 (c)    The Senior-Priority Collateral
Agents shall not have, by reason of the Senior-Priority Documents, the Junior-Priority Documents, this Agreement or any other document, a fiduciary relationship in respect of any other Senior-Priority Secured Party, the Junior-Priority Collateral
Agents or any other Junior-Priority Secured Party and shall not have any liability to any other Senior-Priority Secured Party, the Junior-Priority Collateral Agents or any other Junior-Priority Secured Party in connection with its holding the
Pledged or Controlled Collateral; and the Junior-Priority Collateral Agents shall not have, by reason of the Junior-Priority Documents, this Agreement or any other document, a fiduciary relationship in respect of any other Junior-Priority Secured
Party and shall not have any liability to any other Junior-Priority Secured Party in connection with its holding the Pledged or Controlled Collateral. 

(d)    The provisions of this Section 5.1 shall be subject in all respects to [Section 5.5 (First Priority Agent as
Gratuitous Bailee for Perfection) of the ABL Intercreditor Agreement], and in the event of any conflict between the provisions of this Section 5.1 and such Section of the ABL Intercreditor Agreement, the provisions of the ABL Intercreditor
Agreement shall govern and control. 
 5.2    Transfer of Pledged or Controlled Collateral. 

(a)    Upon the Discharge of Senior-Priority Debt, to the extent permitted under applicable Law, the Senior-Priority
Collateral Agents shall, together with any necessary endorsements but without recourse, representation or warranty, transfer the possession and control of the Pledged or Controlled Collateral, if any, then in its possession or control to the
Designated Junior-Priority Collateral Agents except in the event and to the extent that (a) any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party has retained or otherwise acquired such Collateral in full or partial
satisfaction of any of the Senior-Priority Debt, (b) such Collateral is sold or otherwise disposed of by any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party or by a Grantor as provided in this Agreement or
(c) it is otherwise required by any order of any court or other Governmental Authority or applicable Law or would result in the risk of liability of any Senior-Priority Secured Party to any third party. The foregoing provision shall not impose
on any Senior-Priority Collateral Agent or any 

  
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other Senior-Priority Secured Party any obligations which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or other Governmental
Authority or any applicable Law. In connection with any transfer described herein to any Junior-Priority Collateral Agent, as applicable, and upon the Discharge of Senior-Priority Debt (so long as the Discharge of Junior-Priority Debt has not
occurred), each Senior-Priority Collateral Agent agrees to take reasonable actions in its power (with all costs and expenses in connection therewith to be paid by the Borrower) as shall be reasonably requested by any Junior-Priority Collateral Agent
acting at the direction of the requisite number of Junior-Priority Holders with respect to which such Junior-Priority Collateral Agent is acting as Agent in accordance with the applicable Junior-Priority Documents to permit such Junior-Priority
Collateral Agent to obtain, for the benefit of the applicable Junior-Priority Secured Parties, a first priority security interest in the Pledged or Controlled Collateral (subject, in the case of any ABL Priority Collateral, to the terms of the ABL
Intercreditor Agreement and subject to other Liens permitted by the Junior-Priority Documents). 
 Section 6. Insolvency or Liquidation
Proceedings. 
 6.1    General Applicability; Filing of Motions. 

(a)    This Agreement shall be applicable both before and after the institution of any Insolvency or Liquidation Proceeding
involving the Borrower or any other Grantor, including the filing of any petition by or against the Borrower or any other Grantor under the Bankruptcy Code or under any other Bankruptcy Law and all converted or subsequent cases in respect thereof,
and all references herein to the Borrower or any Grantor shall be deemed to apply to the trustee for the Borrower or such Grantor and the Borrower or such Grantor as
debtor-in-possession. The relative rights of the Senior-Priority Secured Parties and the Junior-Priority Secured Parties in or to any distributions from or in respect of
any Collateral or proceeds of Collateral shall continue after the institution of any Insolvency or Liquidation Proceeding involving the Borrower or any other Grantor, including the filing of any petition by or against the Borrower or any other
Grantor under the Bankruptcy Code or under any other Bankruptcy Law and all converted cases and subsequent cases, on the same basis as prior to the date of such institution, subject to any court order approving the financing of, or use of cash
collateral by, the Borrower or any other Grantor as debtor-in-possession, or any other court order affecting the rights and interests of the parties hereto not in
conflict with this Agreement. This Agreement shall constitute a subordination agreement for the purposes of Section 510(a) of the Bankruptcy Code and shall be enforceable in any Insolvency or Liquidation Proceeding in accordance with its terms.

 (b)    Until the Discharge of Senior-Priority Debt has occurred, each Junior-Priority Collateral Agent agrees on
behalf of itself and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent that no Junior-Priority Secured Party shall, in or in connection with any Insolvency or Liquidation
Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Collateral, including with respect to the determination of any
Liens or claims held by any Senior-Priority Collateral Agent (including the validity and enforceability thereof) or any other Senior-Priority Secured Party or Junior-Priority Secured Party or the value of any claims of such parties under
Section 506(a) of the Bankruptcy Code or otherwise; provided, however, that each Junior-Priority Collateral Agent 

  
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may (i) file a proof of claim in an Insolvency or Liquidation Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on
the Junior-Priority Collateral Agents imposed hereby or (ii) take other actions specified in the provisos to Section 3.1(a)(ii) or otherwise with the prior written consent of the Designated Senior-Priority Collateral Agent, subject to the
requisite consent of any bankruptcy court. 
 6.2    Bankruptcy Financing. 

(a)    Until the Discharge of Senior-Priority Debt has occurred, if any Grantor shall be subject to any Insolvency or
Liquidation Proceeding and any Senior-Priority Collateral Agent shall desire to permit the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) which constitutes Collateral securing the
Senior-Priority Debt or to permit any Grantor to obtain financing from the Senior-Priority Secured Parties or any other person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then
(subject to the terms and conditions set forth in Section 6.4(c) of this Agreement) each Junior-Priority Collateral Agent, on behalf of itself and the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent
is acting as Agent, agrees that it will raise no objection to such use of cash collateral or DIP Financing (unless the Designated Senior-Priority Collateral Agent or the Senior-Priority Secured Parties for which such Designated Senior-Priority
Collateral Agent is acting as Agent shall then oppose or object to such DIP Financing) so long as (i) such cash collateral use or DIP Financing is on commercially reasonable terms and, if required by applicable Law, is approved by the
Governmental Authority having jurisdiction over such Insolvency or Liquidation Proceeding and (ii) the DIP Financing does not compel Grantors to seek confirmation of a specific plan of reorganization for which all or substantially all of the
material terms are set forth in the documents for the DIP Financing, except that such DIP Financing may (A) provide that the plan of reorganization require the Discharge of Senior-Priority Debt and (B) require the Grantors to seek
confirmation of a plan acceptable to the Senior-Priority Secured Parties or entities providing the DIP Financing and contain milestones relating to such plan. To the extent that the Liens securing the Senior-Priority Debt are subordinated to or on
an equal priority basis with the Liens securing DIP Financing which meets the requirements of clauses (i) and (ii) above, each Junior-Priority Collateral Agent will subordinate (and will be deemed to have subordinated) the Liens securing the
respective Junior-Priority Debt in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and to any “carve-out” agreed to by the Senior-Priority Collateral
Agents or otherwise applicable thereto) and will not request adequate protection or any other relief in connection with its rights as a holder of Liens on the Collateral (except as expressly agreed by the Senior-Priority Collateral Agents or to the
extent otherwise permitted by Section 6.4). 
 6.3    Relief from the Automatic Stay. Each Junior-Priority
Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that, so long as the Discharge of Senior-Priority Debt has not occurred,
no Junior-Priority Secured Party shall, without the prior written consent of the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders, as determined in accordance with the
applicable Senior-Priority Documents) seek or request relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of any part of the Collateral, any proceeds thereof or any Lien securing
any of the Junior-Priority Debt. 
 Notwithstanding anything to the contrary set forth in this Agreement, no Grantor waives or shall be deemed to have
waived any rights under Section 362 of the Bankruptcy Code. 

  
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 6.4    Adequate Protection. 

(a)    Each Junior-Priority Collateral Agent, on behalf of itself and the other Junior-Priority Secured Parties with
respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that none of them shall object to, contest, or support any other Person objecting to or contesting (i) any request by any Senior-Priority Collateral Agent or any
of the other Senior-Priority Secured Parties for adequate protection or any adequate protection provided to any Senior-Priority Collateral Agent or other Senior-Priority Secured Parties, (ii) any objection by any Senior-Priority Collateral
Agent or any of the other Senior-Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (iii) the payment of interest, fees, expenses or other amounts to any Senior-Priority
Collateral Agent or any other Senior-Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise (it being understood and agreed that the value of the Liens on the Collateral held by each Senior-Priority Secured
Party shall be determined without regard to the existence of any Liens held by the Junior-Priority Secured Parties). 

(b)    So long as each Senior-Priority Collateral Agent and the Senior-Priority Secured Parties shall have received and
shall continue to receive all accrued post-petition interest, fees or expenses with respect to the Senior-Priority Debt, each Junior-Priority Collateral Agent and any Junior-Priority Secured Party with respect to which such Junior-Priority
Collateral Agent is acting as Agent may seek any claim for allowance of post-petition interest, fees or expenses in any Insolvency or Liquidation Proceeding of Junior-Priority Debt (it being understood and agreed that the value of the Liens on the
Collateral held by each Junior-Priority Secured Party shall be determined taking into account the Liens on the Collateral held by the Senior-Priority Secured Parties); provided, however, that until the Discharge of Senior-Priority
Debt, if any Junior-Priority Collateral Agent or any other Junior-Priority Secured Party shall, at any time, receive any post-petition interest arising from any such claim, it shall pay such post-petition interest over to the Designated
Senior-Priority Collateral Agent in accordance with the terms of Section 4.2 hereof. 
 (c)    Each Junior-Priority
Collateral Agent, on behalf of itself and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that none of them shall seek or accept adequate protection without the prior
written consent of the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders, as determined in accordance with the applicable Senior-Priority Documents), except that each
Junior-Priority Collateral Agent, for itself or on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, shall be permitted (i) to obtain adequate protection in the
form of the benefit of additional or replacement Liens on the Collateral, or additional or replacement collateral to secure the Junior-Priority Debt in connection with any DIP Financing or use of cash collateral as provided for in Section 6.2
hereof, or in connection with any such adequate protection obtained by any Senior-Priority Collateral Agent and any other Senior-Priority Secured Parties, as long as, in each case, such Senior-Priority Collateral Agent is also granted such
additional or replacement Liens or additional or replacement collateral and such 

  
 26 







 
Liens of such Junior-Priority Collateral Agent or any such other Junior-Priority Secured Party are subordinated to the Liens securing the Senior-Priority Debt to the same extent as the Liens of
such Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent on the Collateral are subordinated to the Liens of each applicable Senior-Priority
Collateral Agent and each other applicable Senior-Priority Secured Parties hereunder, (ii) to obtain adequate protection in the form of reports, notices, inspection rights and similar forms of adequate protection to the extent granted to any
Senior-Priority Collateral Agent and (iii) to seek and receive, subject to the provisions of this Agreement, additional adequate protection of its junior interest in the Collateral in the form of a superpriority administrative expense claim,
including a claim arising under 11 U.S.C. §507(b); provided, however, that, (A) any such superpriority administrative expense claim of a Junior-Priority Collateral Agent shall be junior in all respects to any superpriority
administrative expense claim granted to any Senior-Priority Collateral Agent with respect to such Collateral and (B) in the event that a Junior-Priority Collateral Agent, on behalf of itself and other Junior-Priority Secured Parties such
Junior-Priority Collateral Agent with respect to which such Junior-Priority Collateral Agent is acting as Agent, seeks or receives protection of its junior interest in the Collateral and is granted a superpriority administrative expense claim,
including a claim arising under 11 U.S.C. §507(b), then such Junior-Priority Collateral Agent, on behalf of itself and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent,
agrees that all Senior-Priority Secured Parties shall receive a superpriority administrative expense claim which shall be senior in all respects to the superpriority administrative expense claim granted to such Junior-Priority Collateral Agent with
respect to the Collateral (with the relative priorities of all such superpriority administrative expense claims to be the same as the Lien priorities set forth in Section 2.1 hereof). 

6.5    Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of any
reorganized Grantor secured by Liens upon any property of such reorganized Grantor are distributed, pursuant to a plan of reorganization, on account of the Senior-Priority Debt and/or the Junior-Priority Debt, then, to the extent that the debt
obligations distributed on account of the Senior-Priority Debt and/or on account of the Junior-Priority Debt are secured by Liens upon the same assets or property, the provisions of this Agreement will survive the distribution of such debt
obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. 

6.6    Separate Classes. Each of the parties hereto irrevocably acknowledges and agrees that (a) the claims
and interests of the Senior-Priority Secured Parties and the Junior-Priority Secured Parties are not “substantially similar” within the meaning of Section 1122 of the Bankruptcy Code, or any comparable provision of any other
Bankruptcy Law, (b) the grants of the Liens to secure the Senior-Priority Debt and the grants of the Liens to secure the Junior-Priority Debt constitute two separate and distinct grants of Liens, (c) (i) the rights of the Senior-Priority
Secured Parties in the Collateral are fundamentally different from the Junior-Priority Secured Parties’ rights in the Collateral and (ii) the rights of the Junior-Priority Secured Parties in the Collateral are fundamentally different from
the Senior-Priority Secured Parties’ rights in the Collateral and (d) as a result of the foregoing, among other things, the Senior-Priority Debt and the Junior-Priority Debt must be separately classified in any plan of reorganization
proposed or adopted in any Insolvency or Liquidation Proceeding. 

  
 27 







 6.7    Asset Dispositions. Except as otherwise set forth below, until
the Discharge of Senior-Priority Debt has occurred, each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees
that, in the event of any Insolvency or Liquidation Proceeding, the Junior-Priority Secured Parties will not object to or oppose (or support any Person in objecting to or opposing) a motion with respect to any sale, lease, license, exchange,
transfer or other disposition of any Collateral free and clear of the Liens of any Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent or other
claims under Section 363 of the Bankruptcy Code, or any comparable provision of any Bankruptcy Law and shall be deemed to have consented to any such sale, lease, license, exchange, transfer or other disposition of any Collateral under
Section 363(f) of the Bankruptcy Code that has been consented to by the Designated Senior-Priority Collateral Agent (acting at the written direction of the requisite number of Senior-Priority Holders as determined in accordance with the
applicable Senior-Priority Documents); provided, however, that, (i) the proceeds of such sale, lease, license, exchange, transfer or other disposition of any Collateral shall be applied to the Senior-Priority Debt or the
Junior-Priority Debt in accordance with Section 4.1, or if not so applied, the Liens of such Junior-Priority Collateral Agent in such Collateral shall attach to the proceeds of such disposition subject to the relative priorities set forth in
Section 2.1 hereof and (ii) the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent are not deemed to have waived any rights to credit bid on the Collateral in any such disposition
in accordance with Section 363(k) of the Bankruptcy Code, so long as any such credit bid provides for the payment in full in cash of all Senior-Priority Debt. 

6.8    Preference Issues. If any Senior-Priority Secured Party is required in any Insolvency or Liquidation
Proceeding or otherwise to turn over or otherwise pay to the estate of any Grantor any amount (a “Recovery”), then the Senior-Priority Debt previously owing to such Senior-Priority Secured Party shall be reinstated to the extent of
such Recovery and, if theretofore terminated, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and
obligations of the Senior-Priority Secured Parties and the Junior-Priority Secured Parties provided for herein. 

6.9    Certain Waivers as to Section 1111(b)(2) of the Bankruptcy Code. Each Junior-Priority
Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, waives any claim any such Junior-Priority Secured Party may hereafter have
against any Senior-Priority Secured Party arising out of the election by any Senior-Priority Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law. 

6.10    Other Bankruptcy Laws. In the event that an Insolvency or Liquidation Proceeding is filed in a jurisdiction
other than the United States or is governed by any Bankruptcy Law other than the Bankruptcy Code, each reference in this Agreement to a section of the Bankruptcy Code shall be deemed to refer to the substantially similar or corresponding provision
of the Bankruptcy Law applicable to such Insolvency or Liquidation Proceeding, or in the absence of any specific similar or corresponding provision of the Bankruptcy Law, such other general Bankruptcy Law as may be applied in order to achieve
substantially the same result as would be achieved under each applicable section of the Bankruptcy Code. 

  
 28 







 Section 7. Reliance; Waivers, etc. 

7.1    Reliance. The consent by the Senior-Priority Secured Parties to the incurrence of the Junior-Priority Debt,
the execution and delivery of the Junior-Priority Documents and the grant to each Junior-Priority Collateral Agent on behalf of the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, of a
Lien on the Collateral and all loans, other extensions of credit or other obligations made or deemed made on and after the date hereof by the Senior-Priority Secured Parties to any Grantor shall be deemed to have been given and made in reliance upon
this Agreement. 
 7.2    No Warranties or Liability. Each Senior-Priority Collateral Agent, for itself and on
behalf of the other Senior-Priority Secured Parties with respect to which such Senior-Priority Collateral Agent is acting as Agent and each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with
respect to which such Junior-Priority Collateral Agent is acting as Agent, acknowledges and agrees that, except for the representations and warranties set forth in Section 9, none of the parties to this Agreement has made any express or implied
representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Senior-Priority Documents, the Junior-Priority Documents, the ownership of any Collateral or the
perfection or priority of any Liens thereon. So long as any Senior-Priority Debt remains outstanding, each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such
Junior-Priority Collateral Agent is acting as Agent, agrees that the Senior-Priority Secured Parties will be entitled to manage and supervise their Senior-Priority Debt under the Senior-Priority Documents in accordance with Law and as they may
otherwise, in their sole discretion, deem appropriate, and the Senior-Priority Secured Parties may manage their Senior-Priority Debt under the Senior-Priority Documents without regard to any rights or interests that any Junior-Priority Collateral
Agent or any of the other Junior-Priority Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. None of the Senior-Priority Collateral Agents nor any of the other Senior-Priority Secured Parties shall
have any express or implied duty to any Junior-Priority Collateral Agents or any of the other Junior-Priority Secured Parties and neither the Junior-Priority Collateral Agents nor any of the other Junior-Priority Secured Parties shall have any
express or implied duty to any Senior-Priority Collateral Agent or any of the other Senior-Priority Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or a
default under any agreements with any Grantor (including the Senior-Priority Documents and the Junior-Priority Documents), regardless of any knowledge thereof which they may have or be charged with. 

7.3    No Waiver of Lien Priorities. 

(a)    No right of any Senior-Priority Collateral Agent or any of the other Senior-Priority Secured Parties or any
Junior-Priority Collateral Agent or any of the other Junior-Priority Secured Parties to enforce any provision of this Agreement or any of the Senior-Priority Documents or the Junior-Priority Documents shall at any time in any way be prejudiced or


  
 29 







 
impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by any Senior-Priority Collateral Agent or any other Senior-Priority Secured Party or by any
Junior-Priority Collateral Agent or any other Junior-Priority Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Senior-Priority Documents or any of the Junior-Priority
Documents, regardless of any knowledge thereof which such Person may have or be otherwise charged with. 

(b)    Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors
under the Senior-Priority Documents), the Senior-Priority Collateral Agents and any of the other Senior-Priority Secured Parties may, at any time and from time to time, without the consent of, or notice to, the Junior-Priority Collateral Agents or
any other Junior-Priority Secured Party, without incurring any liabilities to the Junior-Priority Collateral Agents or any other Junior-Priority Secured Party and without impairing or releasing the Lien priorities and other benefits provided in this
Agreement (even if any right of subrogation or other right or remedy of a Junior-Priority Collateral Agent or any other Junior-Priority Secured Party is affected, impaired or extinguished thereby), do any one or more of the following: 

(i)    change the manner, place or terms of payment or change or extend the time of payment of or amend,
renew, exchange, increase or alter the terms of any of the Senior-Priority Debt or any Lien on any Collateral or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any
increase in or extension of the Senior-Priority Debt, without any restriction as to the amount, tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the
Senior-Priority Collateral Agent or any of the other Senior-Priority Secured Parties, the Senior-Priority Debt or any of the Senior-Priority Documents; 

(ii)    sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and
in any order any part of the Collateral or any liability of any Grantor to the Senior-Priority Collateral Agent or any of the other Senior-Priority Secured Parties, or any liability incurred directly or indirectly in respect thereof in accordance
with the terms hereof; 
 (iii)    settle or compromise any of the Senior-Priority Debt or any other
liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the Senior-Priority Debt) in any manner or
order; and 
 (iv)    exercise or delay in or refrain from exercising any right or remedy against any
Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor or any Collateral and any security and any guarantor or any liability of any Grantor to any of the Senior-Priority Secured Parties or any liability incurred
directly or indirectly in respect thereof. 
 (c)    Each Junior-Priority Collateral Agent, for itself and on behalf of
the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, also agrees that each Senior-Priority Collateral Agent and the other Senior-Priority


  
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Secured Parties shall have no liability with respect to any actions which such Senior-Priority Collateral Agent or any of the other Senior-Priority Secured Parties may take or permit or omit to
take with respect to (i) the Senior-Priority Documents, (ii) the collection of the Senior-Priority Debt or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any Collateral. Each Junior-Priority Collateral
Agent, for itself and on behalf of the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that each Senior-Priority Collateral Agent and the other Senior-Priority Secured Parties
have no duty to them in respect of the maintenance or preservation of the Collateral, the Senior-Priority Debt or otherwise. 

(d)    Each Junior-Priority Collateral Agent agrees not to assert and hereby waives, to the fullest extent permitted by
Law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any
other similar rights a junior secured creditor may have under applicable Law. 
 7.4    Obligations
Unconditional. All rights, interests, agreements and obligations of the Senior-Priority Collateral Agents and the other Senior-Priority Secured Parties and the Junior-Priority Collateral Agents and the other Junior-Priority Secured Parties,
respectively, hereunder shall remain in full force and effect irrespective of: 
 (a)    any lack of
validity or enforceability of any Senior-Priority Documents or any Junior-Priority Documents; 

(b)    any change in the time, manner or place of payment of, or in any other terms of, all or any of the
Senior-Priority Debt or the Junior-Priority Debt, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the Senior-Priority Non-ABL Loan Agreement, the 2021 Secured Notes Indenture, the 2023 Secured Notes Indenture, any Additional Senior-Priority Document or any of the other Senior-Priority Documents, of the terms of the Junior-Priority
Secured Notes Indenture, any Additional Junior-Priority Document or any of the other Junior-Priority Documents; 

(c)    any exchange of any security interest in any Collateral or any other collateral, or any amendment,
waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior-Priority Debt or the Junior-Priority Debt or any guarantee thereof; 

(d)    the commencement of any Insolvency or Liquidation Proceeding in respect of any Grantor; or 

(e)    any other circumstances which otherwise might constitute a defense available to, or a discharge of,
any Grantor in respect of the Senior-Priority Debt or the Junior-Priority Debt, or of the Senior-Priority Collateral Agents (or any of the other Senior-Priority Secured Parties) or the Junior-Priority Collateral Agents (or any of the other
Junior-Priority Secured Parties) in respect of this Agreement. 

  
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 Section 8. Miscellaneous. 

8.1    Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of the
Senior-Priority Documents or the Junior-Priority Documents, the provisions of this Agreement shall govern. Solely with respect to any ABL Priority Collateral, in the event of any conflict between the provisions of this Agreement and the ABL
Intercreditor Agreement, the provisions of the ABL Intercreditor Agreement shall govern. 
 8.2    Continuing Nature
of this Agreement; Severability. This Agreement shall continue to be effective until the Discharge of Senior-Priority Debt shall have occurred or the final payment in full in cash of the Junior-Priority Debt and the termination and release by
each Junior-Priority Secured Party of any Liens to secure the Junior-Priority Debt. This is a continuing agreement of lien subordination and the Senior-Priority Secured Parties may continue, at any time and without notice to any Junior-Priority
Collateral Agent or any other Junior-Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting Senior-Priority Debt in reliance hereon. Each Junior-Priority
Collateral Agent, for itself and on behalf of the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, hereby waives any right it may have under applicable Law to revoke this Agreement or
any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall not invalidate 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. 

8.3    When Discharge of Debt Deemed to Not Have Occurred. 

(a)    If substantially contemporaneously with the Discharge of Senior-Priority Debt, the Borrower Refinances Indebtedness
outstanding under any of the Senior-Priority Documents, then, after written notice to the Junior-Priority Collateral Agents and delivery of an officer’s certificate of the Borrower certifying that such Refinancing is not prohibited by the
Junior-Priority Documents, (a) the Indebtedness and other obligations arising pursuant to such Refinancing of the then outstanding Indebtedness under such Senior-Priority Documents shall automatically be treated as Senior-Priority Debt for all
purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (b) each Additional Senior-Priority Document governing or evidencing such new Indebtedness shall automatically be
treated as a Senior-Priority Document for all purposes of this Agreement, (c) the Additional Agent under the Additional Senior-Priority Document shall be deemed to be a Senior-Priority Collateral Agent for all purposes of this Agreement and
(d) the Additional Holders under such Additional Senior-Priority Document shall be deemed to be Senior-Priority Holders for purposes of this Agreement. Upon receipt of written notice of such Refinancing (including the identity of the Additional
Agent) and the delivery of an officer’s certificate of the Borrower certifying that such Refinancing is not prohibited by the Junior-Priority Documents, each Junior-Priority Collateral Agent shall promptly enter into an Intercreditor Agreement
Joinder to provide to the Additional Agent the rights of a Senior-Priority Collateral Agent contemplated hereby and acknowledge that the Additional Holders shall be bound by the terms hereof to the extent applicable to the Senior-Priority Holders.


  
 32 







 (b)    If substantially contemporaneously with the Discharge of
Junior-Priority Debt, the Borrower Refinances Indebtedness outstanding under any of the Junior-Priority Documents, then, after written notice to the Senior-Priority Collateral Agents and delivery of an officer’s certificate of the Borrower
certifying that such Refinancing is not prohibited by the Senior-Priority Documents, (a) the Indebtedness and other obligations arising pursuant to such Refinancing of the then outstanding Indebtedness under such Junior-Priority Documents shall
automatically be treated as Junior-Priority Debt for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (b) each Additional Junior-Priority Document governing or
evidencing such new Indebtedness shall automatically be treated as a Junior-Priority Document for all purposes of this Agreement, (c) the Additional Agent shall be deemed to be a Junior-Priority Collateral Agent for all purposes of this
Agreement and (d) the Additional Holders under such Additional Junior-Priority Documents shall be deemed to be Junior-Priority Holders for purposes of this Agreement. Upon receipt of written notice of such Refinancing (including the identity of
the Additional Agent) and delivery of an officer’s certificate of the Borrower certifying that such Refinancing is not prohibited by the Senior-Priority Documents, each Senior-Priority Collateral Agent shall promptly enter into an Intercreditor
Agreement Joinder to provide to the Additional Agent the rights of a Junior-Priority Collateral Agent contemplated hereby and acknowledge that the Additional Holders shall be bound by the terms hereof to the extent applicable to the Junior-Priority
Holders. 
 8.4    Legends on Junior-Priority Documents. 

(a)    Each Junior-Priority Collateral Agent agrees that each Junior-Priority Document that is a security agreement, pledge
agreement, mortgage or deed of trust shall include the following language (or language to similar effect approved by each Senior-Priority Collateral Agent): 

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Junior-Priority Collateral Agent pursuant
to this Agreement and the exercise of any right or remedy by the Junior-Priority Collateral Agent hereunder are subject to the provisions of the Senior-Junior Lien Intercreditor Agreement, dated as of [●], 2018 (as amended, supplemented or
otherwise modified from time to time, the “Intercreditor Agreement”), among Credit Suisse AG, in its capacity as Initial Senior-Priority Collateral Agent, [●], in its capacity as Initial Junior-Priority Collateral Agent, and
CHS/Community Health Systems, Inc. and certain of its affiliates. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.” 

8.5    Amendments; Waivers. 

(a)    No amendment, modification or waiver of any of the provisions of this Agreement by any Senior-Priority Collateral
Agent or any Junior-Priority Collateral Agent shall be deemed to be made unless the same shall be in writing signed on behalf of the party making the same or its authorized agent and each waiver, if any, shall be a waiver only with respect to


  
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the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other
time. The Grantors shall not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent that their rights or obligations are directly adversely affected; provided that any
amendment, modification or waiver of Section 6.2, this Section 8.5(a), Section 8.5(b) and any component definitions or references shall be deemed to directly adversely affect the Grantors. 

(b)    Notwithstanding the provisions of Section 8.5(a): 

(i)    The Borrower, without the consent of any Agent or any other party hereto, may determine that a
supplemental agreement (which may take the form of an amendment or supplement or an amendment and restatement of this Agreement) is necessary or appropriate to facilitate having additional secured Indebtedness or other secured obligations
(“Additional Debt”) of the Borrower or any of the other Grantors be treated as Senior-Priority Debt or Junior-Priority Debt, as the case may be, under this Agreement, which supplemental agreement shall be in form and substance
reasonably satisfactory to the Borrower, the applicable Additional Agent and each other Agent and shall specify whether such Additional Debt constitutes Senior-Priority Debt or Junior-Priority Debt; provided, however, that (A) the
incurrence of such Additional Debt is not prohibited by the Senior Priority Documents and the Junior-Priority Documents, and such documents do not prohibit such Additional Debt from being secured by Liens on the Collateral with a priority
commensurate with Senior-Priority Debt or Junior-Priority Debt hereunder (as applicable), and (B) the terms of such supplemental agreement will contain terms substantially the same as the terms contained in this Agreement. 

(ii)    Upon the written request of the Borrower and delivery to each Agent of an officer’s
certificate certifying that such Additional Debt is not prohibited by the Senior-Priority Documents or the Junior-Priority Documents, as applicable, the applicable Additional Agent and the other Agents and the Grantors shall enter into an amendment
to this Agreement as described in clause (b)(i) above to (A) facilitate such Additional Debt becoming Senior-Priority Debt or Junior-Priority Debt to the extent that such obligations are not prohibited by the Senior-Priority Documents and the
Junior-Priority Documents, as applicable, with the Lien priority contemplated by this Agreement and (B) include the applicable Additional Agent as a Senior-Priority Collateral Agent or Junior-Priority Collateral Agent, as applicable, under this
Agreement; provided, however, that, in any case, the terms of such amendment shall be consistent with and contain terms substantially the same as the terms contained in this Agreement. 

8.6    Subrogation. 

(a)    Each Junior-Priority Collateral Agent, for itself and on behalf of the Junior-Priority Secured Parties with respect
to which such Junior-Priority Collateral Agent is acting as Agent, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Senior-Priority Debt has occurred. 

  
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 8.7    Security Documents. 

(a)    In the event that any Senior-Priority Collateral Agent enters into any amendment, waiver or consent in respect of
any of the Senior-Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior-Priority Security Document or changing in any manner the rights of any
parties thereunder, then such amendment, waiver or consent shall apply automatically to (x) any comparable provision of the Comparable Junior-Priority Security Document without the consent of or action by any Junior-Priority Secured Party (with
all such amendments, waivers and modifications subject to the terms hereof); provided, however, that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Junior-Priority
Security Document, except to the extent that a release of such Lien is permitted or contemplated by this Agreement, (ii) unless such amendment, waiver or consent affects the Senior-Priority Secured Parties in a like or similar manner to the
effect on the Junior-Priority Secured Parties (other than by virtue of their relative priorities and rights and obligations hereunder), no such amendment, waiver or consent shall apply automatically to the Comparable Junior-Priority Security
Document without the consent of or action by, any Junior-Priority Secured Party, if such amendment, waiver or consent materially and adversely affects the rights of the Junior-Priority Holders, (iii) no such amendment, waiver or consent with
respect to any provision applicable to the Agents under the Junior-Priority Documents shall apply automatically to any comparable provision of the Comparable Junior-Priority Security Document, without the prior written consent of such Agents,
(iv) notice of such amendment, waiver or consent shall be given to the Junior-Priority Collateral Agents by the Senior-Priority Collateral Agents on the date of its effectiveness (provided that the failure to give such notice shall not
affect the effectiveness and validity of such amendment, waiver or consent) and (v) a copy of such amendment, waiver or consent shall be given by the Senior-Priority Collateral Agents to the Junior-Priority Collateral Agents. 

8.8    Notices. All notices to the Junior-Priority Secured Parties and the Senior-Priority Secured Parties
permitted or required under this Agreement may be sent to the applicable, Junior-Priority Collateral Agent and Senior-Priority Collateral Agent, respectively. Unless otherwise specifically provided herein, any notice or other communication herein
required or permitted to be given shall be in writing and may be personally served, electronically mailed (PDF transmission only if a signature is required) or sent by courier service, facsimile transmission or U.S. mail and shall be deemed to have
been given when delivered in person or by courier service, upon receipt of a facsimile transmission or electronic mail or four Business Days after deposit in the U.S. mail (registered or certified, with postage prepaid and properly addressed). For
the purposes hereof, the addresses of the parties hereto shall be as set forth below or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties. 

 

							
		 	 Initial Senior-Priority
 Collateral
Agent:
	  	 Credit Suisse AG
 Eleven Madison Avenue

New York, NY 10010
 Attention: Agency Group

Facsimile No.: (212) 325-8304
	  	
				
		 	 Initial Junior-Priority
 Collateral
Agent:
	  	[●]	  	


  
 35 








							
		 	Each Grantor:	  	 CHS/Community Health Systems, Inc.

4000 Meridian Boulevard
 Franklin, TN 37067-6325

Attention: General Counsel
 Facsimile No.: (615) 373-9704
	  	
				
		 	with a copy to:	  	 Simpson Thacher & Bartlett LLP
 425
Lexington Avenue
 New York, New York 10017
 Attention: James D.
Cross, Esq.
 Facsimile No.: (212) 455-2502

Telephone No.: (212) 455-3386
	  	

 8.9    No Waiver by Senior-Priority Secured Parties. Except as expressly provided
in the provisos in Section 3.1(a)(ii), nothing contained herein shall prohibit or in any way limit the Senior-Priority Collateral Agents or any other Senior-Priority Secured Party from opposing, challenging or objecting to, in any Insolvency or
Liquidation Proceeding or otherwise, any action taken, or any claim made, by a Junior-Priority Collateral Agent or any other Junior-Priority Secured Party, including any request by a Junior-Priority Collateral Agent or any other Junior-Priority
Secured Party for adequate protection or any exercise by a Junior-Priority Collateral Agent or any other Junior-Priority Secured Party of any of its rights and remedies under the applicable Junior-Priority Documents or otherwise. 

8.10    Further Assurances. Each of the Junior-Priority Collateral Agents, for itself and on behalf of the other
Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, and each Grantor party hereto, for itself and on behalf of its subsidiaries, agrees that it will execute, or will cause to be executed,
any and all further documents, agreements and instruments (in recordable form, if requested, and in form and substance reasonably satisfactory to the Junior-Priority Collateral Agents), and take all such further actions, as may be required under any
applicable Law, or which any Senior-Priority Collateral Agent may reasonably request, to effectuate the terms of this Agreement, including the relative Lien priorities provided for herein. 

Section 9. Representations and Warranties. 

9.1    Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties
hereto that this Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by Bankruptcy
Laws and by general principles of equity. 
 9.2    Consent to Jurisdiction; Waiver of Jury Trial. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK IN NEW YORK COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS 

  
 36 







 
AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.2.
EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS THAT ALL SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO SUCH PARTY AS PROVIDED IN SECTION 8.8 HEREOF FOR SUCH PARTY. SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED THREE (3) DAYS
AFTER THE SAME SHALL BE POSTED AS AFORESAID. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION TO ANY ACTION INSTITUTED HEREUNDER BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO THE VENUE OF ANY ACTION INSTITUTED HEREUNDER. 

9.3    Governing Law. The validity, construction and effect of this Agreement shall be governed by the internal
laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto. 

9.4    Binding on Successors and Assigns. This Agreement shall be binding upon the Senior-Priority Collateral
Agents, the other Senior-Priority Secured Parties, the Junior-Priority Collateral Agents, the other Junior-Priority Secured Parties, the Grantors and their respective permitted successors and assigns. 

9.5    Specific Performance. Each of the Senior-Priority Collateral Agents and the Junior-Priority Collateral
Agents may demand specific performance of this Agreement. Each Junior-Priority Collateral Agent, for itself and on behalf of the Junior-Priority Secured Parties, and each Senior-Priority Collateral Agent, for itself and on behalf of the
Senior-Priority Secured Parties, hereby irrevocably waives any defense based on the adequacy of a remedy at Law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by such
Senior-Priority Collateral Agent or Junior-Priority Collateral Agent, as the case may be. 
 9.6    Section Titles;
Time Periods. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement. 

9.7    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original
and all of which shall together constitute one and the same document. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall have the same force and effect as the delivery of an
original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so
shall not affect the validity, enforceability or binding effect of this Agreement. 

  
 37 







 9.8    Parties in Interest. This Agreement and the rights and benefits
hereof shall inure to the benefit of each of the parties hereto and their respective successors and assigns and shall inure to the benefit of all of the Senior-Priority Secured Parties and the Junior-Priority Secured Parties, all of whom are
intended to be bound by, and to be third party beneficiaries of, this Agreement. No other Person shall have or be entitled to assert rights or benefits hereunder. 

9.9    Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely
for the purpose of defining the relative rights of the Senior-Priority Secured Parties and the Junior-Priority Secured Parties. None of the Borrower, any other Grantor, any Guarantor or any other creditor thereof shall have any rights or
obligations, except as expressly provided in this Agreement, hereunder and none of the Borrower, any other Grantor or any Guarantor may rely on the terms hereof. The parties hereto hereby acknowledge that each Junior-Priority Collateral Agent shall
be entitled to all of its rights, protections, privileges, indemnities and immunities afforded to it under the Junior-Priority Documents in connection with its execution of this Agreement and performance of its obligations hereunder. 

9.10    Initial Senior-Priority Collateral Agent and Initial Junior-Priority Collateral Agent. It is understood and
agreed that (a) the Initial Senior-Priority Collateral Agent is entering into this Agreement in its capacity as (i) Collateral Agent (as defined in the Senior-Priority Non-ABL Loan Agreement) under
the Senior-Priority Non-ABL Loan Agreement and the provisions of Article VIII applicable to the Agents (as defined therein) thereunder shall also apply to the Initial Senior-Priority Collateral Agent
hereunder, (ii) Collateral Agent (as defined in the 2021 Secured Notes Indenture) under the 2021 Secured Notes Indenture and the provisions of Article XII applicable to the Collateral Agent thereunder shall also apply to the Initial
Senior-Priority Collateral Agent hereunder (including, for the avoidance of doubt, Section 12.1 thereof) and (iii) Collateral Agent (as defined in the 2023 Secured Notes Indenture) under the 2023 Secured Notes Indenture and the provisions
of Article XII applicable to the Collateral Agent thereunder shall also apply to the Initial Senior-Priority Collateral Agent hereunder (including, for the avoidance of doubt, Section 12.1 thereof) and (b) the Initial Junior-Priority
Collateral Agent is entering into this Agreement in its capacity as Junior-Priority Collateral Agent (as defined in the Junior-Priority Secured Notes Indenture) under the Junior-Priority Secured Notes Indenture and the provisions of [●]
applicable to the Junior-Priority Collateral Agent thereunder shall also apply to the Initial Junior-Priority Collateral Agent hereunder (including, for the avoidance of doubt, [●] thereof). 

9.11    Application of Proceeds. Any Collateral or proceeds thereof or payment with respect thereto received by the
Designated Senior-Priority Collateral Agent in accordance with this Agreement shall be applied by such Agent for the benefit of the Senior-Priority Secured Parties in accordance with the Senior-Priority Equal Priority Intercreditor Agreement, if
applicable, and/or the other Senior-Priority Documents and subject, in the case of ABL Priority Collateral, to the ABL Intercreditor Agreement. Any Collateral or proceeds thereof or payment with respect thereto received by the Designated
Junior-Priority Collateral Agent in accordance with this Agreement shall be applied by such Agent for the benefit of the Junior-Priority Secured Parties in accordance with the Junior-Priority Equal Priority Intercreditor Agreement, if applicable,
and/or the other Junior-Priority Documents and subject, in the case of ABL Priority Collateral, to the ABL Intercreditor Agreement. 

  
 38 







 9.12    Additional Grantors. The Borrower will promptly cause each
Person that becomes a Grantor to execute and deliver to each Agent party hereto an acknowledgment to this Agreement substantially in the form of Exhibit A, whereupon such Person will be bound by the terms hereof to the same extent as if it
had executed and delivered this Agreement as of the date hereof. Each of the Senior-Priority Secured Parties, the Junior-Priority Secured Parties and the Grantors party hereto further agree that, notwithstanding any failure to take the actions
required by the immediately preceding sentence, each Person that becomes a Grantor at any time (and any security granted by any such Person) shall be subject to the provisions hereof as fully as if the same constituted a Grantor party hereto and had
complied with the requirements of the immediately preceding sentence. [Remainder of this page intentionally left blank] 

  
 39 







 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written
above. 
  

			
	 CREDIT SUISSE AG, as Initial Senior-Priority Collateral
Agent,



 
			
		
	 By
	 	  

	 Name:
	 	
	 Title:
	 	



  
 CHS/Community Health
Systems, Inc. 
 Intercreditor Agreement 

Signature Page 







 
			
	[●], as Initial Junior-Priority Collateral Agent,


 
			
		
	 By
	 	  

	 Name:
	 	
	 Title:
	 	



  
 CHS/Community Health
Systems, Inc. 
 Intercreditor Agreement 

Signature Page 







 
			
	CHS/COMMUNITY HEALTH SYSTEMS, INC.


 
			
		
	 By
	 	  

	 Name:
	 	
	 Title:
	 	



  
 CHS/Community Health
Systems, Inc. 
 Intercreditor Agreement 

Signature Page 







 
			
	COMMUNITY HEALTH SYSTEMS, INC.
		
	 By
	 	
                     
    

	 Name:
	 	
	 Title:
	 	



  
 CHS/Community Health
Systems, Inc. 
 Intercreditor Agreement 

Signature Page 







 
			
	 [●]1 

		
	 By
	 	  

	 Name:
	 	
	 Title:
	 	


  
  

	1 	CHS to provide guarantors signing Intercreditor Agreement. 


  
 CHS/Community Health
Systems, Inc. 
 Intercreditor Agreement 

Signature Page 







 Exhibit A 

[FORM OF] 
 SENIOR-JUNIOR
LIEN INTERCREDITOR AGREEMENT JOINDER 
 Reference is made to the Senior-Junior Lien Intercreditor Agreement dated as of [●], 2018
(as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Credit Suisse AG, as Initial Senior-Priority Collateral Agent, [●], as Initial
Junior-Priority Collateral Agent, CHS/Community Health Systems, Inc., a Delaware corporation, Community Health Systems, Inc., a Delaware corporation, each subsidiary of the Borrower from time to time party thereto and each Additional Agent from time
to time party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement. 

This Senior-Junior Lien Intercreditor Agreement Joinder, dated as of [●], 20[●] (this “Joinder”), is being
delivered pursuant to requirements of the Intercreditor Agreement. 
 1.    Joinder. The undersigned, [●],
as [a Grantor][an Additional Agent, on behalf of itself and the applicable [Senior-Priority][Junior-Priority] Secured Parties], hereby becomes a party to the Intercreditor Agreement as a [Grantor][Senior-Priority Collateral Agent][Junior-Priority
Collateral Agent] thereunder for all purposes thereof on the terms set forth therein, and to be bound by the terms, conditions and provisions of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor
Agreement as of the date thereof. 
 2.    Agreements. The undersigned [Grantor][Senior-Priority Secured
Party][Junior-Priority Secured Party] hereby agrees, for the enforceable benefit of all existing and future Senior-Priority Secured Parties and Junior-Priority Secured Parties that the undersigned is [(and the [Senior-Priority][Junior-Priority]
Secured Parties represented by it are)] bound by the terms, conditions and provisions of the Intercreditor Agreement to the extent set forth therein. 

3.    Notice Information. The address of the undersigned [Grantor][Senior-Priority Secured
Party][Junior-Priority Secured Party] for purposes of all notices and other communications hereunder and under the Intercreditor Agreement is [●], Attention of [●] (Facsimile No. [●][, electronic mail address: [●]]). 

4.    Counterparts. This Joinder may be executed in two or more counterparts, each of which shall constitute an
original but all of which when taken together shall constitute one contract. Delivery of an executed signature page to this Joinder by facsimile transmission or by email as a “.pdf” or “.tif” attachment shall be as effective as
delivery of a manually signed counterpart of this Joinder. 
 5.    Governing Law. THIS JOINDER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

  
 A-1 







 6.    Loan Document. This Joinder shall constitute a Loan Document,
under and as defined in the Senior-Priority Non-ABL Loan Agreement. 

7.    Miscellaneous. The provisions of Section 8 of the Intercreditor Agreement will apply with like effect to
this Joinder. 
 [Signature Pages Follow] 

  
 A-2 







 IN WITNESS WHEREOF, the undersigned has caused this Joinder to be duly executed by its authorized
representative, and each Agent has caused the same to be accepted by its authorized representative, as of the day and year first above written. 
  

			
	[NAME OF [ADDITIONAL SECURED PARTY][GRANTOR]], as [            ]


 
			
		
	By:	 	  

	 Name:
	 	
	 Title:
	 	



  
 A-3 







 [Acknowledged and Agreed to by: 
  

			
	CREDIT SUISSE AG,
as Senior-Priority Collateral Agent
		
	By:	 	  

	Name:	 	
	Title:	 	
		 	Address: [            ]
		 	Facsimile: [            ]

 ]1 

 

	1 	Include if this Joinder is delivered pursuant to Section 8.3(b). 


  
 A-4 







 [Acknowledged and Agreed to by: 
  

			
	[●],as Junior-Priority Collateral Agent
		
	By:	 	  

	Name:	 	
	Title:	 	

 Address: [●] 

Facsimile: [●] 
 ]2 
  

	2 	Include if this Joinder is delivered pursuant to Section 8.3(a). 


  
 A-5 







 Schedule 1.01(b) 

Subsidiary Guarantors 
  

			
	1.	  	Abilene Hospital, LLC
	2.	  	Abilene Merger, LLC
	3.	  	Affinity Health Systems, LLC
	4.	  	Affinity Hospital, LLC
	5.	  	Berwick Hospital Company, LLC
	6.	  	Biloxi H.M.A., LLC
	7.	  	Birmingham Holdings II, LLC
	8.	  	Birmingham Holdings, LLC
	9.	  	Bluefield Holdings, LLC
	10.	  	Bluefield Hospital Company, LLC
	11.	  	Bluffton Health System LLC
	12.	  	Brandon HMA, LLC
	13.	  	Brownwood Hospital, L.P.
	14.	  	Brownwood Medical Center, LLC
	15.	  	Bullhead City Hospital Corporation
	16.	  	Bullhead City Hospital Investment Corporation
	17.	  	Campbell County HMA, LLC
	18.	  	Carlsbad Medical Center, LLC
	19.	  	Carolinas Holdings, LLC
	20.	  	Carolinas JV Holdings General, LLC
	21.	  	Carolinas JV Holdings, L.P.
	22.	  	Central Florida HMA Holdings, LLC
	23.	  	Central States HMA Holdings, LLC
	24.	  	Chester HMA, LLC
	25.	  	Chestnut Hill Health System, LLC
	26.	  	CHHS Holdings, LLC
	27.	  	CHHS Hospital Company, LLC
	28.	  	CHS Pennsylvania Holdings, LLC
	29.	  	CHS Tennessee Holdings, LLC
	30.	  	CHS Virginia Holdings, LLC
	31.	  	Citrus HMA, LLC
	32.	  	Clarksville Holdings II, LLC
	33.	  	Clarksville Holdings, LLC
	34.	  	Cleveland Hospital Company, LLC
	35.	  	Cleveland Tennessee Hospital Company, LLC
	36.	  	Clinton HMA, LLC
	37.	  	Coatesville Hospital Corporation
	38.	  	Cocke County HMA, LLC
	39.	  	College Station Hospital, L.P.
	40.	  	College Station Medical Center, LLC
	41.	  	College Station Merger, LLC
	42.	  	Community Health Investment Company, LLC
	43.	  	CP Hospital GP, LLC


  
 1 








			
	44.	  	CPLP, LLC
	45.	  	Crestwood Healthcare, L.P.
	46.	  	Crestwood Hospital LP, LLC
	47.	  	Crestwood Hospital, LLC
	48.	  	CSMC, LLC
	49.	  	Deaconess Holdings, LLC
	50.	  	Deaconess Hospital Holdings, LLC
	51.	  	Desert Hospital Holdings, LLC
	52.	  	Detar Hospital, LLC
	53.	  	DHFW Holdings, LLC
	54.	  	Dukes Health System, LLC
	55.	  	Dyersburg Hospital Company, LLC
	56.	  	Emporia Hospital Corporation
	57.	  	Florida HMA Holdings, LLC
	58.	  	Foley Hospital Corporation
	59.	  	Fort Smith HMA, LLC
	60.	  	Frankfort Health Partner, Inc.
	61.	  	Franklin Hospital Corporation
	62.	  	Gadsden Regional Medical Center, LLC
	63.	  	Gaffney H.M.A., LLC
	64.	  	Granbury Hospital Corporation
	65.	  	GRMC Holdings, LLC
	66.	  	Hallmark Healthcare Company, LLC
	67.	  	Health Management Associates, LLC
	68.	  	Health Management Associates, LP
	69.	  	Health Management General Partner I, LLC
	70.	  	Health Management General Partner, LLC
	71.	  	HMA Fentress County General Hospital, LLC
	72.	  	HMA Hospitals Holdings, LP
	73.	  	HMA Santa Rosa Medical Center, LLC
	74.	  	HMA Services GP, LLC
	75.	  	HMA-TRI Holdings, LLC
	76.	  	Hobbs Medco, LLC
	77.	  	Hospital Management Associates, LLC
	78.	  	Hospital Management Services of Florida, LP
	79.	  	Hospital of Morristown, LLC
	80.	  	Jackson HMA, LLC
	81.	  	Jackson Hospital Corporation
	82.	  	Jefferson County HMA, LLC
	83.	  	Kay County Hospital Corporation
	84.	  	Kay County Oklahoma Hospital Company, LLC
	85.	  	Kennett HMA, LLC
	86.	  	Key West HMA, LLC
	87.	  	Kirksville Hospital Company, LLC
	88.	  	Knoxville HMA Holdings, LLC
	89.	  	Lakeway Hospital Company, LLC


  
 2 








			
	90.	  	Lancaster Hospital Corporation
	91.	  	Laredo Texas Hospital Company, L.P.
	92.	  	Las Cruces Medical Center, LLC
	93.	  	Lea Regional Hospital, LLC
	94.	  	Lebanon HMA, LLC
	95.	  	Longview Clinic Operations Company, LLC
	96.	  	Longview Medical Center, L.P.
	97.	  	Longview Merger, LLC
	98.	  	LRH, LLC
	99.	  	Lutheran Health Network of Indiana, LLC
	100.	  	Madison HMA, LLC
	101.	  	Marshall County HMA, LLC
	102.	  	Martin Hospital Company, LLC
	103.	  	Mary Black Health System LLC
	104.	  	MCSA, L.L.C.
	105.	  	Medical Center of Brownwood, LLC
	106.	  	Metro Knoxville HMA, LLC
	107.	  	Mississippi HMA Holdings I, LLC
	108.	  	Mississippi HMA Holdings II, LLC
	109.	  	Moberly Hospital Company, LLC
	110.	  	Naples HMA, LLC
	111.	  	Natchez Hospital Company, LLC
	112.	  	National Healthcare of Leesville, Inc.
	113.	  	Navarro Hospital, L.P.
	114.	  	Navarro Regional, LLC
	115.	  	NC-DSH, LLC
	116.	  	Northwest Arkansas Hospitals, LLC
	117.	  	Northwest Hospital, LLC
	118.	  	NOV Holdings, LLC
	119.	  	NRH, LLC
	120.	  	Oak Hill Hospital Corporation
	121.	  	Oro Valley Hospital, LLC
	122.	  	Palmer-Wasilla Health System, LLC
	123.	  	Pasco Regional Medical Center, LLC
	124.	  	Pennsylvania Hospital Company, LLC
	125.	  	Phoenixville Hospital Company, LLC
	126.	  	Poplar Bluff Regional Medical Center, LLC
	127.	  	Port Charlotte HMA, LLC
	128.	  	Pottstown Hospital Company, LLC
	129.	  	Punta Gorda HMA, LLC
	130.	  	QHG Georgia Holdings II, LLC
	131.	  	QHG Georgia Holdings, Inc.
	132.	  	QHG Georgia, LP
	133.	  	QHG of Bluffton Company, LLC
	134.	  	QHG of Clinton County, Inc.
	135.	  	QHG of Enterprise, Inc.


  
 3 








			
	136.	  	QHG of Forrest County, Inc.
	137.	  	QHG of Fort Wayne Company, LLC
	138.	  	QHG of Hattiesburg, Inc.
	139.	  	QHG of South Carolina, Inc.
	140.	  	QHG of Spartanburg, Inc.
	141.	  	QHG of Springdale, Inc.
	142.	  	Regional Hospital of Longview, LLC
	143.	  	River Oaks Hospital, LLC
	144.	  	River Region Medical Corporation
	145.	  	ROH, LLC
	146.	  	Roswell Hospital Corporation
	147.	  	Ruston Hospital Corporation
	148.	  	Ruston Louisiana Hospital Company, LLC
	149.	  	SACMC, LLC
	150.	  	Salem Hospital Corporation
	151.	  	San Angelo Community Medical Center, LLC
	152.	  	San Angelo Medical, LLC
	153.	  	Scranton Holdings, LLC
	154.	  	Scranton Hospital Company, LLC
	155.	  	Scranton Quincy Holdings, LLC
	156.	  	Scranton Quincy Hospital Company, LLC
	157.	  	Seminole HMA, LLC
	158.	  	Shelbyville Hospital Company, LLC
	159.	  	Siloam Springs Arkansas Hospital Company, LLC
	160.	  	Siloam Springs Holdings, LLC
	161.	  	Southeast HMA Holdings, LLC
	162.	  	Southern Texas Medical Center, LLC
	163.	  	Southwest Florida HMA Holdings, LLC
	164.	  	Statesville HMA, LLC
	165.	  	Tennessee HMA Holdings, LP
	166.	  	Tennyson Holdings, LLC
	167.	  	Tomball Texas Holdings, LLC
	168.	  	Tomball Texas Hospital Company, LLC
	169.	  	Triad Healthcare, LLC
	170.	  	Triad Holdings III, LLC
	171.	  	Triad Holdings IV, LLC
	172.	  	Triad Holdings V, LLC
	173.	  	Triad Nevada Holdings, LLC
	174.	  	Triad of Alabama, LLC
	175.	  	Triad-ARMC, LLC
	176.	  	Triad-El Dorado, Inc.
	177.	  	Triad-Navarro Regional Hospital Subsidiary, LLC
	178.	  	Tullahoma HMA, LLC
	179.	  	Tunkhannock Hospital Company, LLC
	180.	  	Van Buren H.M.A., LLC
	181.	  	Venice HMA, LLC


  
 4 








			
	182.	  	VHC Medical, LLC
	183.	  	Vicksburg Healthcare, LLC
	184.	  	Victoria Hospital, LLC
	185.	  	Victoria of Texas, L.P.
	186.	  	Virginia Hospital Company, LLC
	187.	  	Weatherford Hospital Corporation
	188.	  	Weatherford Texas Hospital Company, LLC
	189.	  	Webb Hospital Corporation
	190.	  	Webb Hospital Holdings, LLC
	191.	  	Wesley Health System LLC
	192.	  	WHMC, LLC
	193.	  	Wilkes-Barre Behavioral Hospital Company, LLC
	194.	  	Wilkes-Barre Holdings, LLC
	195.	  	Wilkes-Barre Hospital Company, LLC
	196.	  	Woodland Heights Medical Center, LLC
	197.	  	Woodward Health System, LLC


  
 5 







 Schedule 1.01(c) 

Mortgaged Property 
  

							
	 	  	 Property Name/Address
	  	 Record Owner
	  	 Filing Office

	 1.
	  	 Flowers Hospital
 4370 West Main Street

Dothan, AL 36305
	  	Triad of Alabama, LLC	  	Houston County, AL
				
	 2.
	  	 Gadsden Regional Medical
 Center

1007 Goodyear Avenue
 Gadsden, AL 35903
	  	Gadsden Regional Medical Center, LLC	  	Etowah County, AL
				
	 3.
	  	 Medical Center Enterprise
 400 North Edwards
St.
 Enterprise, AL 36330
	  	QHG of Enterprise, Inc.	  	Coffee County, AL
				
	 4.
	  	 Northwest Medical Center
 6200 N. LaCholla
Blvd.
 Tucson, AZ 85741
	  	Northwest Hospital, LLC	  	Pima County, AZ
				
	 5.
	  	 Oro Valley Hospital
 1551 E. Tangerine Road

Oro Valley, AZ 85755
	  	Oro Valley Hospital, LLC	  	Pima County, AZ
				
	 6.
	  	 Bluffton Regional Medical
 Center

303 South Main Street
 Bluffton, IN 46714
	  	Bluffton Health System LLC	  	Wells County, IN
				
	 7.
	  	 Dukes Memorial Hospital
 275 W. 12th Street

Peru, IN 46970
	  	Dukes Health System, LLC	  	Miami County, IN
				
	 8.
	  	 Merit Health River Region
 2100 Highway 61
North/1111
 N. Frontage Road
 Vicksburg, MS 39183
	  	Vicksburg Healthcare, LLC	  	Warren County, MS
				
	 9.
	  	 Merit Health Wesley [(f/k/a
 Wesley Medical
Center)]
 5001 Hardy Street
 Hattiesburg, MS 39402
	  	Wesley Health System LLC	  	Lamar and Forrest Counties, MS
				
	 10.
	  	 Moberly Regional Medical
 Center

1515 Union Avenue
 Moberly, MO 65270
	  	Moberly Hospital Company, LLC	  	Shelby and Randolph counties, MO
				
	 11.
	  	 Memorial Hospital of Salem
 County

310 Woodstown Road
 Salem, NJ 08079
	  	Salem Hospital Corporation	  	Salem & Gloucester Counties, NJ
				
	 12.
	  	 Carlsbad Medical Center
 2430 West Pierce St

Carlsbad, NM 88220
	  	Carlsbad Medical Center, LLC	  	Eddy County, NM
				
	 13.
	  	 Eastern New Mexico Medical
 Center

405 West Country Club Road
 Roswell, NM 88201
	  	Roswell Hospital Corporation	  	Chaves County, NM
				
	 14.
	  	 Lea Regional Medical Center
 5419 N. Lovington
Highway
 Hobbs, NM 88240
	  	Lea Regional Hospital, LLC	  	Lea County, NM


  
 6 








							
	 	  	 Property Name/Address
	  	 Record Owner
	  	 Filing Office

	 15.
	  	 Mountain View Regional
 Medical Center

4311 East Lohman Avenue
 Las Cruces, NM 88011
	  	Las Cruces Medical Center, LLC	  	Dona Ana County, NM
				
	 16.
	  	 AllianceHealth Ponca City
 1900 North 14th
Street
 Ponca City, OK 74601
	  	Kay County Oklahoma Hospital Company, LLC	  	Kay County, OK
				
	 17.
	  	 Berwick Hospital Center
 701 East 16th
Street
 Berwick, PA 18603
	  	Berwick Hospital Company, LLC	  	Columbia & Luzerne Counties, PA
				
	 18.
	  	 Moses Taylor Hospital
 700 Quincy Avenue

Scranton, PA 18510
	  	Scranton Quincy Hospital Company, LLC	  	Lackawanna County, PA
				
	 19.
	  	 Regional Hospital of Scranton
 746 Jefferson
Ave
 Scranton, PA 18510
	  	Scranton Hospital Company, LLC	  	Lackawanna County, PA
				
	 20.
	  	 Tyler Memorial Hospital
 5950 SR6

Tunkhannock, PA 18657
	  	Tunkhannock Hospital Company, LLC	  	Wyoming County, PA
				
	 21.
	  	 Wilkes-Barre General Hospital
 575 North
River Street
 Wilkes-Barre, PA 18702
  

Thomas P. Saxton Medical Pavilion
 468 Northampton Street

Edwardsville, PA 18704
  

Wyoming Valley Imaging Center
 345 N. Pennsylvania Avenue

Wilkes-Barre, PA 18702
	  	Wilkes-Barre Hospital Company, LLC	  	Luzerne County, PA
				
	 22.
	  	 First Hospital
 562 and 534 Wyoming Avenue
Kingston, PA 18704
  
 Community Counseling

Services
 110-130 S.
Pennsylvania
 Avenue (a/k/a 101 E.
 Northampton)

Wilkes-Barre, PA 18701
 92 S. Franklin Street

Wilkes-Barre, PA 18701
 320 S. Franklin Street

Wilkes-Barre, PA 18702
 3504 Bear Creek

Bear Creek, PA 18602
  

First Hospital – Patient
 Resident House

76 South Dawes Avenue
 Kingston, PA 18704
	  	Wilkes-Barre Behavioral Hospital Company, LLC	  	Luzerne County, PA


  
 7 








							
	 	  	 Property Name/Address
	  	 Record Owner
	  	 Filing Office

	 23.
	  	 Carolinas Hospital System
 805 Pamplico
Highway
 Florence, SC 29505
	  	QHG of South Carolina, Inc.	  	Florence County, SC
				
	 24.
	  	 Carolinas Hospital System –
 Marion (f/k/a
Marion Regional
 Hospital)
 2829 E. Highway 76

Mullins, SC 29574
	  	QHG of South Carolina, Inc.	  	Marion County, SC
				
	 25.
	  	 Mullins Nursing Center
 518 S. Main Street

Mullins, SC 295741
	  	QHG of South Carolina, Inc.	  	Marion County, SC
				
	 26.
	  	 Springs Memorial Hospital
 800 W. Meeting
Street
 Lancaster, SC 29720
	  	Lancaster Hospital Corporation	  	Lancaster County, SC
				
	 27.
	  	 Tennova – Dyersburg Regional
 (f/k/a
Dyersburg Regional
 Medical Center)
 400 E. Tickle Street

Dyersburg, TN 38024
	  	Dyersburg Hospital Company, LLC	  	Dyer and Lauderdale Counties, TN
				
	 28.
	  	 Tennova – Lakeway Regional
 Hospital (f/k/a
Lakeway
 Regional Hospital)
 726 McFarland Street

Morristown, TN 37814
	  	Hospital of Morristown, LLC	  	Hamblen County, TN
				
	 29.
	  	 Tennova Healthcare-Cleveland
 2305 Chambliss
Avenue NW
 Cleveland, TN 37311
	  	Cleveland Tennessee Hospital Company, LLC	  	Bradley County, TN
				
	 30.
	  	 Tennova- Volunteer Martin
 161 Mt. Pelia
Road
 Martin, TN 38237
	  	Martin Hospital Company, LLC	  	Weakley County, TN
				
	 31.
	  	 College Station Medical Center
 1604 Rock
Prairie Road
 College Station, TX 77845
	  	College Station Hospital, L.P.	  	Brazos County, TX
				
	 32.
	  	 DeTar Healthcare System
 506 E. San Antonio
Street
 Victoria, TX 77901
	  	Victoria of Texas, L.P.	  	Victoria County, TX
				
	 33.
	  	 DeTar Healthcare System
 101 Medical Drive

Victoria, TX 77904
	  	Victoria of Texas, L.P.	  	Victoria County, TX
				
	 34.
	  	 Southern Virginia Regional
 Medical Center

727 North Main Street
 Emporia, VA 23847
	  	Emporia Hospital Corporation	  	Greensville County, VA
				
	 35.
	  	 Southampton Memorial
 Hospital

100 Fairview Drive
 Franklin, VA 23851
	  	Franklin Hospital Corporation	  	Southampton County, VA

  

	1 	This property was mortgaged as part of the mortgage on Marion Regional Hospital and is not required to be mortgaged pursuant to the Third Restated Credit Agreement. 


  
 8 








							
	 	  	 Property Name/Address
	  	 Record Owner
	  	 Filing Office

	 36.
	  	 Bluefield Regional Medical
 Center

500 Cherry Street (821
 Bluefield Avenue)

Bluefield, WV 24701
	  	Bluefield Hospital Company, LLC	  	Mercer County, WV
				
	 37.
	  	 Trinity Medical Center
 800 Montclair Road

Birmingham, AL 35213
 (Jefferson)

(No longer an operating
 hospital)

 
 and
  

Grandview Medical Center
 3690 Grandview Parkway

Birmingham, AL 35243
	  	Affinity Hospital, LLC	  	Jefferson County, AL
				
	 38.
	  	 Medical Center of South
 Arkansas

700 W. Grove Street
 El Dorado, AR 71730
	  	MCSA, L.L.C.	  	Union County, AR
				
	 39.
	  	 Western Arizona Regional
 Medical Center

2735 Silver Creek Road
 Bullhead City, AZ 86442
	  	 Bullhead City Hospital
 Corporation
	  	Mohave County, AZ
				
	 40.
	  	 Longview Regional Medical
 Center

2901 N. Fourth Street
 Longview, TX 75605
	  	Longview Medical Center, L.P.	  	Gregg County, AR
				
	 41.
	  	 Northwest Medical Center
 Springdale

609 W. Maple Ave
 Springdale, AR 72764
	  	Northwest Arkansas Hospitals, LLC & QHG of Springdale, Inc.	  	Washington County, AR
				
	 42.
	  	 Willow Creek Women’s
 Hospital

4301 Greathouse Springs Rd.
 Johnson, AR 72741
	  	Northwest Arkansas Hospitals, LLC	  	Washington County, AR
				
	 43.
	  	 Northwest Medical Center –
 Bentonville

3000 Medical Center Pkwy.
 Bentonville, AR 72712
	  	QHG of Springdale, Inc.	  	Benton County, AR
				
	 44.
	  	 Tennova- Newport Medical
 Center

435 Second Street
 Newport, TN 37821
	  	Cocke County HMA, LLC	  	Cocke County, TN
				
	 45.
	  	 Seven Rivers Regional Medical
 Center 6201

N. Suncoast Blvd.
 Crystal River, FL 34428
	  	Citrus HMA, LLC	  	Citrus County, FL


  
 9 








							
	 	  	 Property Name/Address
	  	 Record Owner
	  	 Filing Office

	 46.
	  	 Sparks Health System
 1001 Towson Avenue

Fort Smith, AR 72901
	  	Fort Smith HMA, LLC	  	Sebastian County, AR
				
	 47.
	  	 Merit Health Madison
 161 River Oaks Drive

Canton, MS 39046
	  	Madison HMA, LLC	  	Madison County, MS
				
	 48.
	  	 Tennova-Physicians Regional
 Medical Center

900 East Oak Hill Ave.
 Knoxville, TN 37917
	  	Metro Knoxville HMA, LLC	  	Knox County, TN
				
	 49.
	  	 Tennova- Turkey Creek
 Medical Center

10820 Parkside Drive
 Knoxville, TN 37934
	  	Metro Knoxville HMA, LLC	  	Knox County, TN
				
	 50.
	  	 Tennova- North Knoxville
 Medical Center

7565 Dannaher Drive
 Knoxville, TN 37849
	  	Metro Knoxville HMA, LLC	  	Knox County, TN
				
	 51.
	  	 Physicians Regional Medical
 Center (Pine
Ridge)
 6101 Pine Ridge Road Naples, FL 34119
	  	Naples HMA, LLC	  	Collier County, FL
				
	 52.
	  	 Physicians Regional Medical
 Center

(Collier Blvd. and MOB)
 8300 Collier Blvd.2
 Naples, FL 34114
	  	Naples HMA, LLC	  	Collier County, FL
				
	 53.
	  	 Poplar Bluff Regional Medical
 Center

3100 Oak Grove Road
 Poplar Bluff, MO 63901
	  	Poplar Bluff Regional Medical Center, LLC	  	Butler County, MO
				
	 54.
	  	 Bayfront Health Port Charlotte
 2500 Harbor
Boulevard
 Port Charlotte, FL 339523
	  	Port Charlotte HMA, LLC	  	Charlotte County, FL
				
	 55.
	  	 Bayfront Health Punta Gorda
 809 E. Marion
Avenue
 Punta Gorda, FL 33950
	  	Punta Gorda HMA, LLC	  	Charlotte County, FL
				
	 56.
	  	 Riverside Behavioral Center
 733 E. Olympia
Ave.
 Punta Gorda, FL 33950
	  	Punta Gorda HMA, LLC	  	Charlotte County, FL
				
	 57.
	  	 Merit Health River Oaks
 1030 River Oaks
Drive
 Flowood, MS 39232
	  	River Oaks Hospital, LLC	  	Rankin County, MS

  

	2 	Including the property at 8320 Collier Boulevard. 


	3 	Site also includes the following building numbers: 2370, 2380, and 2450. 


  
 10 








							
	 	  	 Property Name/Address
	  	 Record Owner
	  	 Filing Office

	 58.
	  	 Merit Health Woman’s
 Hospital

1026 N. Flowood Drive4

Flowood, MS 39232
	  	ROH, LLC	  	Rankin County, MS
				
	 59.
	  	 Davis Regional Medical Center
 218 Old
Mocksville Road
 Statesville, NC 28625
	  	Statesville HMA, LLC	  	Iredell County, NC
				
	 60.
	  	 Venice Regional Medical
 Center

540 The Rialto
 Venice, FL 34285
	  	Venice HMA, LLC	  	Sarasota County, FL
				
	 61.
	  	 Merit Health Natchez
 54 Seargent S Prentiss
Drive
 Natchez, MS 39120
	  	Natchez Hospital Company, LLC	  	Adams County, MS
				
	 62.
	  	 Crestwood Medical Center
 One Hospital Drive
SW
 Huntsville, AL 35801-6455
	  	Crestwood Healthcare, L.P.	  	Madison County, AL
				
	 63.
	  	 Bayfront Health Dade City
 13100 Fort King
Road
 Dade City, FL 33525
	  	Pasco Regional Medical Center, LLC	  	Pasco County, FL
				
	 64.
	  	 Mary Black Health System-
 Gaffney

1530 N. Limestone St.
 Gaffney, SC 29340
	  	Gaffney H.M.A., LLC	  	Cherokee County, SC
				
	 65.
	  	 Mary Black Health System
 1700 Skylyn Drive

Spartanburg, SC 29307
	  	Mary Black Health System, LLC	  	Spartanburg County, SC
				
	 66.
	  	 Tennova Healthcare-Lebanon
 1411 W. Baddour
Parkway
 Lebanon, TN 37087
	  	Lebanon HMA, LLC	  	Wilson County, TN
				
	 67.
	  	 Laredo Medical Center
 1700 East Saunders
Street
 Laredo, TX 78041
	  	Laredo Texas Hospital Company, L.P.	  	Webb County, TX

  

	4 	Mortgage includes the following address: 1030 N. Flowood Drive, Flowood, MS 39232. 


  
 11 







 Schedule 1.01(d) 

Hospitals 
  

							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

	Alabama	  	South Baldwin Regional Medical Center	  	Foley	  	 South Baldwin Regional Medical Center
 1613
North McKenzie Street
 Foley, AL 36535
 (Baldwin)

Foley Hospital Corporation
  

	  	Grandview Medical Center	  	Birmingham	  	 Grandview Medical Center
 3690 Grandview
Parkway
 Birmingham, AL 35243 (Jefferson)
 Affinity Hospital,
LLC
  

	  	Flowers Hospital	  	Dothan	  	 Flowers Hospital
 4370 West Main Street

Dothan, AL 36305
 (Houston)

Triad of Alabama, LLC
  

	  	Medical Center Enterprise	  	Enterprise	  	 Medical Center Enterprise
 400 North Edwards
Street
 Enterprise, AL 36330
 (Coffee)

QHG of Enterprise, Inc.
  

	  	Gadsden Regional Medical Center	  	Gadsden	  	 Gadsden Regional Medical Center
 1007 Goodyear
Avenue
 Gadsden, AL 35903
 (Etowah)

Gadsden Regional Medical Center, LLC
  

	  	Crestwood Medical Center	  	Huntsville	  	 Crestwood Medical Center
 One Hospital Drive
SW
 Huntsville, AL 35801
 (Madison)

Crestwood Healthcare, L.P.
  

				
	Alaska	  	Mat-Su Regional Medical Center	  	Palmer	  	 Mat-Su Regional Medical Center

2500 S. Woodworth Loop (P.O. Box 1687)
 Palmer, AK 99645

(Matanuska-Susitna Borough)

Mat-Su Valley Medical Center, LLC
  

	Arizona	  	Western Arizona Regional Medical Center	  	Bullhead City	  	 Western Arizona Regional Medical Center
 2735
Silver Creek Road
 Bullhead City, AZ 86442
 (Mohave)

Bullhead City Hospital Corporation

 



  
 12 








							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

		  	Northwest Medical Center	  	Tucson	  	 Northwest Medical Center
 6200 N. LaCholla
Blvd.
 Tucson, AZ 85741
 (Pima)

Northwest Hospital, LLC

				
		  	Oro Valley Hospital	  	Oro Valley	  	 Oro Valley Hospital
 1551 E. Tangerine Road

Oro Valley, AZ 85755
 Oro Valley Hospital, LLC

				
	Arkansas	  	Northwest Medical Center - Bentonville	  	Bentonville	  	 Northwest Medical Center - Bentonville
 3000
Medical Center Pkwy.
 Bentonville, AR 72712
 (Benton)

Northwest Arkansas Hospitals, LLC
  

	  	Northwest Medical Center - Springdale	  	Springdale	  	 Northwest Medical Center - Springdale
 609 W.
Maple
 Springdale, AR 72764
 (Washington and Benton)

Northwest Arkansas Hospitals, LLC
  

	  	Willow Creek Women’s Hospital	  	Johnson	  	 Willow Creek Women’s Hospital
 4301
Greathouse Springs Rd.
 (P.O. Box 544)
 Johnson, AR 72741

(Washington)
 Northwest Arkansas Hospitals, LLC

 

	  	Northwest Health Physicians’ Specialty Hospital	  	Fayetteville	  	 Northwest Health Physicians’ Specialty Hospital

3873 N. Parkview Drive
 Fayetteville, AR 72703

Fayetteville Arkansas Hospital Company, LLC
  

	  	Siloam Springs Regional Hospital	  	Siloam Springs	  	 Siloam Springs Regional Hospital
 603 North
Progress Avenue
 Siloam Springs, AR 72761
 Siloam Springs
Arkansas Hospital Company, LLC
  

	  	Medical Center of South Arkansas	  	El Dorado	  	 Medical Center of South Arkansas
 700 W. Grove
Street
 El Dorado, AR 71730
 (Union)

MCSA, LLC
  



  
 13 








							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

				
		  	Sparks Regional Medical Center	  	Fort Smith	  	 Sparks Health System
 PO Box 2406 (1001 Towson
Ave.)
 Fort Smith, AR 72902
 (Sebastian)

Fort Smith HMA, LLC

				
		  	Sparks Medical Center - Van Buren	  	Van Buren	  	 Sparks Medical Center – Van Buren
 E.
Main & South 20th Street
 Van Buren, AR 72956

Van Buren H.M.A., LLC

				
	Florida	  	Lake Wales Medical Center	  	Lake Wales	  	 Lake Wales Medical Center
 410 South 11th
Street
 Lake Wales, FL 33853
 (Polk)

Lake Wales Hospital Corporation
  

	  	North Okaloosa Medical Center	  	Crestview	  	 North Okaloosa Medical Center
 151 Redstone
Avenue, S.E.
 Crestview, FL 32539-6026
 (Okaloosa)

Crestview Hospital Corporation
  

	  	Bayfront Health Brooksville	  	Brooksville	  	 Brooksville Regional Hospital
 17240 Cortez
Blvd.
 Brooksville, FL 34601
 (Hernando)

Hernando HMA, LLC
  

	  	Bayfront Health Dade City	  	Dade City	  	 Bayfront Health Dade City
 13100 Fort King
Road
 Dade City, FL 33525
 Pasco Regional Medical Center,
LLC
  

	  	Bayfront Health Port Charlotte	  	Port Charlotte	  	 Bayfront Health Port Charlotte
 2500 Harbor
Boulevard
 Port Charlotte, FL 33952
 Port Charlotte HMA,
LLC
  

	  	Bayfront Health Punta Gorda	  	Punta Gorda	  	 Bayfront Health Punta Gorda
 809 East Marion
Avenue
 Punta Gorda, FL 33950
 Punta Gorda HMA, LLC

 

	  	Bayfront Health St. Petersburg	  	St. Petersburg	  	 Bayfront Medical Center
 701 6th Street
South
 St. Petersburg, FL 33701
 (Pinellas)

Bayfront HMA Medical Center, LLC
  

	  	Bayfront Health Spring Hill	  	Spring Hill	  	 Bayfront Health Spring Hill
 10461 Quality
Drive
 Spring Hill, FL 34609
 Hernando HMA,
LLC



  
 14 








							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

		  	Heart of Florida Regional Medical Center	  	Davenport	  	 Heart of Florida Regional Medical Center
 40100
US Highway 27
 Davenport, FL 33837-5906
 (Polk)

Haines City HMA, LLC

				
		  	Lower Keys Medical Center	  	Key West	  	 Lower Keys Medical Center
 5900 College Rd.

Key West, FL 33040
 (Monroe)

Key West HMA, LLC

				
		  	Physicians Regional Healthcare System - Collier	  	Naples	  	 Physicians Regional Medical Center
 8300 Collier
Blvd.
 Naples, FL 34114
 (Collier)

Naples HMA, LLC

				
		  	Physicians Regional Healthcare System - Pine Ridge	  	Naples	  	 Physicians Regional Medical Center
 6101 Pine
Ridge Rd.
 Naples, FL 34119
 (Collier)

Naples HMA, LLC

				
		  	Santa Rosa Medical Center	  	Milton	  	 Santa Rosa Medical Center
 6002 Berryhill
Rd.
 Milton, FL 32570
 (Santa Rosa)

HMA Santa Rosa Medical Center, LLC

				
		  	Seven Rivers Regional Medical Center	  	Crystal River	  	 Seven Rivers Regional Medical Center
 6201 N.
Suncoast Blvd.
 Crystal River, FL 34428-671

(Citrus)
 Citrus HMA, LLC

				
		  	Shands Lake Shore Regional Medical Center	  	Lake City	  	 Shands Lake Shore Regional Medical Center
 368NE
Franklin St.
 Lake City, FL 32055-3088
 (Columbia)

Lake Shore HMA, LLC

				
		  	Shands Live Oak Regional Medical Center	  	Live Oak	  	 Shands Live Oak Regional Medical Center
 1100
11th Street SW
 Live Oak, FL 32060
 (Suwannee)

Live Oak HMA, LLC



  
 15 








							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

		  	Shands Starke Regional Medical Center	  	Starke	  	 Shands Starke Regional Medical Center
 922 E.
Call Street
 Starke, FL 32091
 (Bradford)

Starke HMA, LLC

				
		  	St. Cloud Regional Medical Center	  	St. Cloud	  	 St. Cloud Regional Medical Center
 2906 17th
Street
 St. Cloud, FL 34769
 (Osceola)

OsceolaSC, LLC

				
		  	Venice Regional Bayfront Health	  	Venice	  	 Venice Regional Medical Center
 540 The
Rialto
 Venice, FL 34285
 (Sarasota)

Venice HMA, LLC

				
		  	Munroe Regional Medical Center	  	Ocala	  	 Munroe Regional Medical Center
 1500 SW 1st Avenue
 Ocala, FL 34471

Munroe HMA Hospital, LLC

				
	Georgia	  	East Georgia Regional Medical Center	  	Statesboro	  	 East Georgia Regional Medical Center
 1499 Fair
Road
 Statesboro, GA 30458
 (Bulloch)

East Georgia Regional Medical Center, LLC

				
	Indiana	  	Porter Hospital	  	Valparaiso	  	 Porter Hospital
 814 LaPorte Avenue

Valparaiso, IN 46383
 (Porter)

Porter Hospital, LLC
  

	  	Bluffton Regional Medical Center	  	Bluffton	  	 Bluffton Regional Medical Center
 303 S. Main
Street
 Bluffton, IN 46714
 (Wells)

Bluffton Health System LLC
  

	  	Dupont Hospital	  	Fort Wayne	  	 Dupont Hospital
 2520 E. Dupont Road

Fort Wayne, IN 46825
 (Allen)

Dupont Hospital, LLC
  

	  	Lutheran Hospital	  	Fort Wayne	  	 Lutheran Hospital
 7950 W. Jefferson Blvd.

Fort Wayne, IN 46804
 (Allen)

IOM Health System, LP



  
 16 








							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

		  	Lutheran Musculoskeletal Center	  	Fort Wayne	  	 The Orthopedic Hospital of Lutheran Health

Network
 700 Broadway

Fort Wayne, IN 46802
 (Allen)

Lutheran Musculoskeletal Center, LLC

				
		  	Lutheran Rehabilitation Hospital (rehabilitation)	  	Fort Wayne	  	 Lutheran Rehabilitation Hospital
 7970 W.
Jefferson Boulevard
 Fort Wayne, IN 46804
 Rehab Hospital of
Fort Wayne General Partnership

				
		  	St. Joseph’s Hospital	  	Fort Wayne	  	 St. Joseph Hospital
 700 Broadway

Fort Wayne, IN 46802
 (Allen)

St. Joseph Health System, LLC

				
		  	Dukes Memorial Hospital	  	Peru	  	 Dukes Memorial Hospital
 275 West 12th
Street
 Peru, IN 46970-1698
 (Miami)

Dukes Health System, LLC

				
		  	Kosciusko Community Hospital	  	Warsaw	  	 Kosciusko Community Hospital
 2101 East DuBois
Drive
 Warsaw, IN 46580
 (Kosciusko)

Warsaw Health System, LLC

				
		  	La Porte Hospital	  	La Porte	  	 La Porte Hospital
 1007 Lincolnway

La Porte, IN 46350
 La Porte Hospital Company, LLC

				
		  	Starke Hospital	  	Knox	  	 Starke Hospital
 102 East Culver Road

Knox, IN 46534
 Knox Hospital Company, LLC

				
	Louisiana	  	Byrd Regional Hospital	  	Leesville	  	 Byrd Regional Hospital
 1020 Fertitta Blvd.

Leesville, LA 71446
 (Vernon Parish)

National Healthcare of Leesville, Inc.



  
 17 








							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

		  	Northern Louisiana Medical Center	  	Ruston	  	 Northern Louisiana Medical Center
 401 East
Vaughn Avenue
 Ruston, LA 71270
 (Lincoln Parish)

Ruston Louisiana Hospital Company, LLC

				
	Mississippi	  	Merit Health Wesley	  	Hattiesburg	  	 Wesley Medical Center
 5001 Hardy Street

Hattiesburg, MS 39402
 (Forrest)

Wesley Health System LLC
  

	  	Merit Health River Region	  	Vicksburg	  	 River Region Health System
 2100 Highway 61
North
 Vicksburg, MS 39183
 (Warren)

Vicksburg Healthcare, LLC
  

	  	Merit Health Biloxi	  	Biloxi	  	 Biloxi, Mississippi
 Biloxi Regional Medical
Center
 150 Reynoir Street
 Biloxi, MS 39530

(Harrison)
 Biloxi HMA, LLC

 

	  	Merit Health Central	  	Jackson	  	 Central Mississippi Medical Center
 1850
Chadwick Drive
 Jackson, MS 39204
 (Jackson)

Jackson HMA, LLC
  

	  	Merit Health Rankin	  	Brandon	  	 Merit Health Rankin
 350 Crossgates
Boulevard
 Brandon, MS 39042
 Brandon HMA, LLC

 

	  	Merit Health Madison	  	Canton	  	 Merit Health Madison
 161 River Oaks Drive

Canton, MS 39046
 Madison HMA, LLC

 

	  	Merit Health River Oaks	  	Flowood	  	 Merit Health River Oaks
 1030 River Oaks
Drive
 Flowood, MS 39232
 River Oaks Hospital,
LLC



  
 18 








							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

		  	Merit Health Woman’s Hospital	  	Flowood	  	 Woman’s Hospital
 1026 N. Flowood Drive

PO Box 4546 (Jackson, MS 39296-4546)
 Flowood, MS 39232

(Rankin)
 ROH, LLC

				
		  	Merit Health Natchez	  	Natchez	  	 Natchez Community Hospital
 129 Jefferson Davis
Boulevard
 Natchez, MS 39120
 (Adams)

Natchez Community Hospital, LLC

				
	Missouri	  	Moberly Regional Medical Center	  	Moberly	  	 Moberly Regional Medical Center
 1515 Union
Avenue
 Moberly, MO 65270
 (Randolph)

Moberly Hospital Company, LLC
  

	  	Northeast Regional Medical Center	  	Kirksville	  	 Northeast Regional Medical Center
 315 S.
Osteopathy
 Kirksville, MO 63501
 (Adair)

Kirksville Missouri Hospital Company, LLC
  

	  	Poplar Bluff Regional Medical Center	  	Poplar Bluff	  	 Poplar Bluff Regional Medical Center
 3100 Oak
Grove Road
 Poplar Bluff, MO 63901
 (Butler)

Poplar Bluff Regional Medical Center, LLC
  

	  	Twin Rivers Regional Medical Center	  	Kennett	  	 Twin Rivers Regional Medical Center
 1301 First
Street
 Kennett, MO 63857
 Kennett HMA, LLC

				
	New Jersey	  	Memorial Hospital of Salem County	  	Salem	  	 The Memorial Hospital of Salem County
 310
Woodstown Road
 Salem, NJ 08079
 (Salem)

Salem Hospital Corporation

				
	New Mexico	  	Eastern New Mexico Medical Center	  	Roswell	  	 Eastern New Mexico Medical Center
 405 West
Country Club Road
 Roswell, NM 88201
 (Chaves)

Roswell Hospital Corporation



  
 19 








							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

		  	Carlsbad Medical Center	  	Carlsbad	  	 Carlsbad Medical Center
 2430 W. Pierce

Carlsbad, NM 88220
 (Eddy)

Carlsbad Medical Center, LLC

				
		  	Lea Regional Medical Center	  	Hobbs	  	 Lea Regional Medical Center
 5419 N. Lovington
Hwy
 (P.O. Box 3000)
 Hobbs, NM 88240

(Lea)
 Lea Regional Hospital, LLC

				
		  	Mountain View Regional Medical Center	  	Las Cruces	  	 MountainView Regional Medical Center
 4311 East
Lohman Avenue
 Las Cruces, NM 88011
 (Dona Ana)

Las Cruces Medical Center, LLC

				
	North Carolina	  	Lake Norman Regional Medical Center	  	Mooresville	  	 Lake Norman Regional Medical Center
 171
Fairview Road
 Mooresville, NC 28117
 (Iredell)

Mooresville Hospital Management Associates, LLC
  

	  	Davis Regional Medical Center	  	Statesville	  	 Davis Regional Medical Center
 218 Old
Mocksville Road
 Statesville, NC 28625
 (Iredell)

Statesville HMA, LLC
  

				
	Oklahoma	  	AllianceHealth Ponca City	  	Ponca City	  	 Ponca City Medical Center
 1900 North 14th
Street
 Ponca City, OK 74601
 (Kay and Osage)

Kay County Oklahoma Hospital Company, LLC
  

	  	AllianceHealth Deaconess	  	Oklahoma City	  	 AllianceHealth Deaconess
 5501 N. Portland
Avenue
 Oklahoma City, OK 73112
 Deaconess Health System,
LLC
  

	  	AllianceHealth Woodward	  	Woodward	  	 Woodward Regional Hospital
 900 17th Street

Woodward, OK 73801
 (Woodward)

Woodward Health System, LLC (DE)



  
 20 








							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

		  	AllianceHealth Clinton	  	Clinton	  	 AllianceHealth Clinton
 100 North 30th Street
 Clinton, OK 73601

Clinton HMA, LLC

				
		  	AllianceHealth Madill	  	Madill	  	 AllianceHealth Madill
 901 S. 5th Avenue
 Madill, OK 73446

Marshall County HMA, LLC

				
		  	AllianceHealth Durant	  	Durant	  	 AllianceHealth Durant
 1800 University
Boulevard
 Durant, OK 74701
 Durant H.M.A., LLC

				
		  	AllianceHealth Midwest	  	Midwest City	  	 AllianceHealth Midwest
 2825 Parklawn Drive

Midwest City, OK 73110
 Midwest Regional Medical Center,
LLC

				
		  	AllianceHealth Seminole	  	Seminole	  	 AllianceHealth Seminole
 2401 Wrangler
Boulevard
 Seminole, OK 74868
 Seminole HMA, LLC

				
	Pennsylvania	  	Berwick Hospital	  	Berwick	  	 Berwick Hospital Center
 701 East 16th
Street
 Berwick, PA 18603
 (Columbia)

Berwick Hospital Company, LLC
  

	  	Wilkes-Barre General Hospital	  	Wilkes-Barre	  	 Wilkes-Barre General Hospital
 575 North River
Street
 Wilkes-Barre, PA 18764-0001
 (Luzerne)

Wilkes-Barre Hospital Company, LLC
  

	  	First Hospital Wyoming Valley (psychiatric)	  	Wilkes-Barre	  	 First Hospital Wyoming Valley
 562 and 534
Wyoming Avenue
 Kingston, PA 18704 (Luzerne)
 Wilkes-Barre
Behavioral Hospital Company, LLC
  

	  	Regional Hospital of Scranton	  	Scranton	  	 Regional Hospital of Scranton
 746 Jefferson
Ave.
 Scranton, PA 18510
 (Lackawanna)

Scranton Hospital Company, LLC
  

	  	Tyler Memorial Hospital	  	Tunkhannock	  	 Tyler Memorial Hospital
 880 SR 6 West

Tunkhannock, PA 18657
 (Wyoming)

Tunkhannock Hospital Company, LLC



  
 21 








							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

		  	Moses Taylor Hospital	  	Scranton	  	 Moses Taylor Hospital
 700 Quincy Avenue

Scranton, PA 18510
 (Lackawanna)

Scranton Quincy Hospital Company, LLC

				
	South Carolina	  	Springs Memorial Hospital	  	Lancaster	  	 Springs Memorial Hospital
 800 W. Meeting
Street
 Lancaster, SC 29720
 (Lancaster)

Lancaster Hospital Corporation
  

	  	Mary Black Memorial Hospital	  	Spartanburg	  	 Mary Black Health System
 1700 Skylyn Drive

Spartanburg, SC 29307
 (Spartanburg)

Mary Black Health System, LLC
  

	  	 Carolinas Hospital
 System
	  	Florence	  	 Carolinas Hospital System
 805 Pamplico Hwy

Florence, SC 29505
 (Florence)

QHG of South Carolina, Inc.
  

	  	 Carolinas Hospital
 System - Marion
	  	Mullins	  	 Carolinas Hospital System – Marion
 2829
East Highway 76
 Mullins, SC 29574
 QHG of South Carolina,
Inc.
  

	  	 Chester Regional
 Medical Center
	  	Chester	  	 Chester Regional Medical Center
 One Medical
Park Drive
 Chester, SC 29706
 (Chester)

Chester HMA, LLC
  

	  	Mary Black Health System - Gaffney	  	Gaffney	  	 Mary Black Health System-Gaffney
 1530 N.
Limestone St.
 Gaffney, SC 29340 (Cherokee)
 Gaffney H.M.A.,
LLC
  

				
	Tennessee	  	Tennova - Lakeway Regional Hospital	  	Morristown	  	 Lakeway Regional Hospital
 726 McFarland
Street
 Morristown, TN 37814
 (Hamblen)

Hospital of Morristown, LLC
  

	  	Tennova - Regional Jackson	  	Jackson	  	 Regional Hospital of Jackson
 367 Hospital
Blvd.
 Jackson, TN 38305
 (Madison)

Jackson, Tennessee Hospital Company, LLC



  
 22 








							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

		  	Tennova - Dyersburg Regional	  	Dyersburg	  	 Dyersburg Regional Medical Center
 400 Tickle
Street
 Dyersburg, TN 38024
 (Dyer)

Dyersburg Hospital Company, LLC

				
		  	Tennova - Volunteer Martin	  	Martin	  	 Volunteer Community Hospital
 161 Mt. Pelia
Road
 Martin, TN 38237
 (Weakley)

Martin Hospital Corporation

				
		  	Tennova Healthcare -Shelbyville	  	Shelbyville	  	 Tennova Healthcare – Shelbyville
 2835
Highway 231 North
 Shelbyville, TN 37160
 Shelbyville Hospital
Company, LLC

				
		  	Tennova Healthcare -Cleveland	  	Cleveland	  	 Tennova-Healthcare-Cleveland Tennova-SkyRidge Medical Center) (includes Cleveland)

2305 Chambliss Avenue NW
 Cleveland, TN 37311 (Bradley)

Cleveland, Tennessee Hospital Company, LLC

				
		  	Tennova Healthcare -Clarksville	  	Clarksville	  	 Tennova Healthcare – Clarksville
 651
Dunlop Lane
 Clarksville, TN 37040
 Clarksville Health System,
G.P.

				
		  	Tennova Healthcare -Harton	  	Tullahoma	  	 Harton Regional Medical Center 1801
 N. Jackson
St. Tullahoma, TN 37388-2201
 (Coffee and Franklin)
 Tullahoma
HMA, LLC

				
		  	Tennova Healthcare -Jamestown	  	Jamestown	  	 Tennova Healthcare – Jamestown
 436 Central
Avenue West
 Jamestown, TN 38556
 HMA Fentress County General
Hospital, LLC

				
		  	Tennova - Jefferson Memorial Hospital	  	Jefferson City	  	 Jefferson Memorial Hospital
 110 Hospital
Drive
 Jefferson City, TN 37760
 (Jefferson)

Jefferson County HMA, LLC

				
		  	Tennova - LaFollette Medical Center	  	LaFollette	  	 LaFollette Medical Center
 923 East Central
Ave.
 LaFollette, TN 37766
 (Campbell)

Campbell County HMA, LLC



  
 23 








							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

		  	Tennova - Newport Medical Center	  	Newport	  	 Newport Medical Center
 435 Second Street

Newport, TN 7821
 (Cocke)

Cocke County HMA, LLC

				
		  	Tennova - North Knoxville Medical Center	  	Powell	  	 North Knoxville Medical Center
 7565 Dannaher
Drive
 Powell, TN 37849
 (Knox)

Metro Knoxville HMA, LLC

				
		  	Tennova - Physicians Regional Medical Center	  	Knoxville	  	 Tennova Healthcare – Physicians Regional Medical Center

900 East Hill Avenue
 Knoxville, TN 37917

Metro Knoxville HMA, LLC

				
		  	Tennova - Turkey Creek Medical Center	  	Knoxville	  	 Turkey Creek Medical Center
 10820 Parkside
Drive
 Knoxville, TN 37934
 (Knox)

Metro Knoxville HMA, LLC

				
		  	Tennova Healthcare -Lebanon	  	Lebanon	  	 Tennova Healthcare – Lebanon
 1411 W.
Baddour Parkway
 Lebanon, TN 37087
 Lebanon HMA,
LLC

				
	Texas	  	Hill Regional Hospital	  	Hillsboro	  	 Hill Regional Hospital
 101 Circle Drive

Hillsboro, TX 76645
 (Hill)

NHCI of Hillsboro, Inc.
  

	  	 Lake Granbury
 Medical Center
	  	Granbury	  	 Lake Granbury Medical Center
 1310 Paluxy
Road
 Granbury, TX 76048
 (Hood)

Granbury Hospital Corporation
  

	  	Laredo Medical Center	  	Laredo	  	 Laredo Medical Center
 1700 East Saunders

Laredo, TX 78041
 (Webb)

Laredo Texas Hospital Company, L.P.
  

	  	 Abilene Regional
 Medical Center
	  	Abilene	  	 Abilene Regional Medical Center
 6250 Highway
83/84
 Abilene, TX 79606
 (Taylor)

ARMC, L.P.



  
 24 








							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

		  	Brownwood Regional Medical Center	  	Brownwood	  	 Brownwood Regional Medical Center
 1501 Burnet
Drive
 (P.O. Box 760 / zip 76804)
 Brownwood, TX 76801

(Brown)
 Brownwood Hospital L.P.

				
		  	 College Station
 Medical Center
	  	College Station	  	 College Station Medical Center (P.O. Box 10000 / zip 77842) College Station, TX 77845 (Brazos)

College Station Hospital, L.P.

				
		  	Navarro Regional Hospital	  	Corsicana	  	 Navarro Regional Hospital
 3201 W. Highway
22
 Corsicana, TX 75110
 (Navarro)

Navarro Hospital, L.P.

				
		  	Longview Regional Medical Center	  	Longview	  	 Longview Regional Medical Center
 2901 N. Fourth
Street
 (P.O. Box 14000 / zip 75607)
 Longview, TX 75605

(Gregg)
 Longview Medical Center, L.P.

				
		  	Woodland Heights Medical Center	  	Lufkin	  	 Woodland Heights Medical Center
 505 S. John
Redditt Drive
 (P.O. Box 150610 / zip 75915)
 Lufkin, TX
75904
 (Angelina)
 Piney Woods Healthcare System,
LP

				
		  	San Angelo Community Medical Center	  	San Angelo	  	 San Angelo Community Medical Center
 3501
Knickerbocker Road
 San Angelo, TX 76904
 (Tom Green)

San Angelo Hospital, L.P.

				
		  	DeTar Hospital North	  	Victoria	  	 DeTar Hospital North
 101 Medical Drive

Victoria, TX 77904
 Victoria of Texas, L.P.

				
		  	Cedar Park Regional Medical Center	  	Cedar Park	  	 Cedar Park Regional Medical Center
 1401 Medical
Parkway
 Cedar Park, TX 78613
 (Williamson)

Cedar Park Health System, L.P.



  
 25 








							
	 State
	  	 Hospital Name
	  	 City
	  	 Hospital Address

				
	Virginia	  	Southern Virginia Regional Medical Center	  	Emporia	  	 Southern Virginia Regional Medical Center
 727
North Main Street
 Emporia, VA 23847
 (Emporia)

Emporia Hospital Corporation
  

	  	Southampton Memorial Hospital	  	Franklin	  	 Southampton Memorial Hospital
 100 Fairview
Drive
 Franklin, VA 23851
 (Franklin)

Franklin Hospital Corporation
  

	  	Southside Regional Medical Center	  	Petersburg	  	 Southside Regional Medical Center
 200 Medical
Park Blvd.
 Petersburg, VA 23805
 (Petersburg)

Petersburg Hospital Company, LLC

				
	West Virginia	  	Plateau Medical Center	  	Oak Hill	  	 Plateau Medical Center
 430 Main Street

Oak Hill, WV 25901
 (Fayette)

Oak Hill Hospital Corporation
  

	  	Greenbrier Valley Medical Center	  	Ronceverte	  	 Greenbrier Valley Medical Center
 202 Maplewood
Avenue
 (P.O. Box 497)
 Ronceverte, WV 24970

(Greenbrier)
 Greenbrier VMC, LLC

 

	  	Bluefield Regional Medical Center	  	Bluefield	  	 Bluefield Regional Medical Center
 500 Cherry
St.
 Bluefield, WV 24701
 (Mercer)

Bluefield Hospital Company, LLC
  

	  	Williamson Memorial Hospital	  	Williamson	  	 Williamson Memorial Hospital
 859 Alderson
Street
 PO Box 1980
 Williamson, WV 25661

(Mingo)
 Williamson Memorial Hospital, LLC



  
 26 







 Schedule 1.01(f) 

Certain Subsidiaries 
 None.


  
 27 







 Schedule 1.01(g) 

Asset Sales 
 * On file with the Agent.


  
 28 







 SCHEDULE 2.01 

Lenders and Commitments 
 * On file with
the Agent. 

  
 29 







 Schedule 3.08 

Subsidiaries 
  

			
	 Legal Entity
	  	Percentage
Owned
	 5300 Grand Limited Partnership (OK)
	  	91%
	 A Woman’s Place, LLC (DE)
	  	100%
	 Abilene Clinic Asset Holding Company, LLC (DE)
	  	100%
	 Abilene Hospital, LLC (DE)
	  	100%
	 Abilene Merger, LLC (DE)
	  	100%
	 Access Center Services, LLC (DE)
	  	100%
	 AF-CH-HH, LLC
(DE)
	  	20%
	 Affinity Cardio-Thoracic Specialists, LLC (DE)
	  	100%
	 Affinity Cardiovascular Specialists, LLC (DE)
	  	100%
	 Affinity Gastroenterology ASC, LLC (DE)
	  	100%
	 Affinity Health Systems, LLC (DE)
	  	100%
	 Affinity Hospital, LLC (DE)
	  	100%
	 Affinity Neurosurgical Specialists, LLC (DE)
	  	100%
	 Affinity Orthopedic Services, LLC (DE)
	  	100%
	 Affinity Physician Services, LLC (DE)
	  	100%
	 Affinity Skilled Nursing, LLC (DE)
	  	100%
	 Alabama HMA Physician Management, LLC (AL)
	  	100%
	 Alaska Physician Services, LLC (DE)
	  	100%
	 Alliance Health Partners, LLC (MS)
	  	90.58%
	 Alliance Outpatient Imaging JV, LLC (DE)
	  	49%
	 Ambulance Services of Dyersburg, Inc. (TN)
	  	100%
	 Ambulance Services of McNairy, Inc. (TN)
	  	100%
	 Amory HMA Physician Management, LLC (MS)
	  	100%
	 Amory HMA, LLC (MS)
	  	100%
	 Anesthesiology Group of Hattiesburg, LLC (DE)
	  	100%
	 Angelo Community Healthcare Services, Inc. (TX)
	  	100%
	 Anniston HMA, LLC (AL)
	  	86.99%
	 Arizona ASC Management, Inc. (AZ)
	  	100%
	 Arizona DH, LLC (DE)
	  	100%
	 Arizona Medco, LLC (DE)
	  	100%
	 Arkansas HMA Regional Service Center, LLC (AR)
	  	100%
	 Arkansas Medical Imaging JV, LLC (DE)
	  	100%
	 ARMC, LP (DE)
	  	87.577%
	 ASC JV Holdings, LLC (DE)
	  	100%
	 Augusta HMA Physician Management, Inc. (GA)
	  	100%
	 Augusta HMA, Inc. (GA)
	  	100%
	 Augusta Home Care Services, LLC (DE)
	  	20%
	 Bartow HMA Physician Management, LLC (FL)
	  	100%
	 Bartow HMA, LLC (FL)
	  	100%


  
 30 








			
	 Batesville HMA Development, LLC (MS)
	  	100%
	 Batesville HMA Medical Group, LLC (MS)
	  	100%
	 Bayfront Ambulatory Surgical Center, LLC (DE)
	  	80%
	 Bayfront Health Imaging Center, LLC (DE)
	  	80%
	 Bayfront HMA Convenient Care, LLC (FL)
	  	80%
	 Bayfront HMA Healthcare Holdings, LLC (FL)
	  	80%
	 Bayfront HMA Home Health, LLC (FL)
	  	20%
	 Bayfront HMA Investments, LLC (FL)
	  	80%
	 Bayfront HMA Medical Center, LLC (FL)
	  	80%
	 Bayfront HMA Physician Management, LLC (FL)
	  	80%
	 Bayfront HMA Real Estate Holdings, LLC (FL)
	  	80%
	 Bayfront HMA Wellness Center, LLC (FL)
	  	80%
	 Beauco, LLC (DE)
	  	100%
	 Beaumont Medical Center, L.P. (DE)
	  	100%
	 Beaumont Regional, LLC (DE)
	  	100%
	 Berwick Clinic Company, LLC (DE)
	  	100%
	 Berwick Clinic Corp. (PA)
	  	100%
	 Berwick Home Care Services, LLC (DE)
	  	20%
	 Berwick Home Health Private Care, Inc. (PA)
	  	100%
	 Berwick Hospital Company, LLC (DE)
	  	100%
	 BH Trans Company, LLC (DE)
	  	100%
	 Biloxi H.M.A., LLC (MS)
	  	100%
	 Biloxi HMA Physician Management, LLC (MS)
	  	100%
	 Birmingham Holdings II, LLC (DE)
	  	100%
	 Birmingham Holdings, LLC (DE)
	  	100%
	 Birmingham Home Care Services, LLC (DE)
	  	20%
	 Birmingham Orthopedics & Sports Specialists, LLC (DE)
	  	100%
	 Blackwell HMA, LLC (OK)
	  	100%
	 Blackwell HMPN, LLC (OK)
	  	100%
	 Blackwell Home Health & Hospice, LLC (OK)
	  	100%
	 Blue Island Home Care Services, LLC (DE)
	  	20%
	 Bluefield Clinic Company, LLC (DE)
	  	100%
	 Bluefield HBP Medical Group, LLC (DE)
	  	100%
	 Bluefield Holdings, LLC (DE)
	  	100%
	 Bluefield Hospital Company, LLC (DE)
	  	100%
	 Bluffton Health System LLC (DE)
	  	100%
	 Bluffton Physician Services, LLC (DE)
	  	100%
	 Brandon HMA, LLC (MS)
	  	100%
	 Brandon Physician Management, LLC (DE)
	  	100%
	 Brandywine Hospital Malpractice Assistance Fund, Inc. (PA)
	  	100%
	 Brazos Valley of Texas, L.P. (DE)
	  	100%
	 Brazos Valley Surgical Center, LLC (DE)
	  	100%
	 Brevard HMA ALF, LLC (FL)
	  	100%
	 Brevard HMA APO, LLC (FL)
	  	100%


  
 31 








			
	 Brevard HMA ASC, LLC (FL)
	  	100%
	 Brevard HMA Diagnostic Imaging, LLC (FL)
	  	100%
	 Brevard HMA HME, LLC (FL)
	  	100%
	 Brevard HMA Holdings, LLC (FL)
	  	100%
	 Brevard HMA Home Health, LLC (FL)
	  	20%
	 Brevard HMA Hospice, LLC (FL)
	  	20%
	 Brevard HMA Hospitals, LLC (FL)
	  	100%
	 Brevard HMA Investment Properties, LLC (FL)
	  	100%
	 Brevard HMA Nursing Home, LLC (FL)
	  	100%
	 Brooklyn Medical Associates, LLC (IN)
	  	100%
	 Brooksville HMA Physician Management, LLC (FL)
	  	100%
	 Brownsville Clinic Corp. (TN)
	  	100%
	 Brownsville Hospital Corporation (TN)
	  	100%
	 Brownwood Asset Holding Company, LLC (DE)
	  	100%
	 Brownwood Hospital, L.P. (DE)
	  	100%
	 Brownwood Medical Center, LLC (DE)
	  	100%
	 Bullhead City Clinic Corp. (AZ)
	  	100%
	 Bullhead City Hospital Corporation (AZ)
	  	100%
	 Bullhead City Hospital Investment Corporation (DE)
	  	100%
	 Bullhead City Imaging Corporation (AZ)
	  	100%
	 Bullhead Medical Plaza II, LLC (AZ)
	  	6.67%
	 Bullhead Medical Plaza, Ltd. (NV)
	  	7.5%
	 Byrd Medical Clinic, Inc. (LA)
	  	100%
	 Cahaba Orthopedics, LLC (DE)
	  	100%
	 Campbell County HMA, LLC (TN)
	  	100%
	 Canton HMA, LLC (MS)
	  	100%
	 Cardiology Associates of Spokane, LLC (DE)
	  	100%
	 Carlisle HMA Physician Management, LLC (PA)
	  	100%
	 Carlisle HMA Surgery Center, LLC (PA)
	  	100%
	 Carlisle HMA, LLC (PA)
	  	100%
	 Carlisle Medical Group, LLC (PA)
	  	100%
	 Carlsbad Medical Center, LLC (DE)
	  	100%
	 Carolina Surgery Center, LLC (SC)
	  	52.74%
	 Carolinas Holdings, LLC (DE)
	  	100%
	 Carolinas JV Holdings General, LLC (DE)
	  	100%
	 Carolinas JV Holdings II, LLC (DE)
	  	100%
	 Carolinas JV Holdings, L.P. (DE)
	  	99%
	 Carolinas Medical Alliance, Inc. (SC)
	  	100%
	 Carolinas OB/GYN Medical Group, LLC (DE)
	  	100%
	 CDI JV, LLC (DE)
	  	49%
	 Cedar Park Clinic Asset Holding Company, LLC (DE)
	  	100%
	 Cedar Park Health System, L.P. (DE)
	  	80%
	 Cedar Park Regional Medical Group (TX)
	  	100%
	 Cedar Park Surgery Center, L.L.P. (TX)
	  	20.3592%


  
 32 








			
	 Center for Adult Healthcare, LLC (DE)
	  	100%
	 Center for Medical Interoperability, Inc. (DE)
	  	1 of multiple
members of non- profit
entity

	 Central Florida HMA Holdings, LLC (DE)
	  	99%
	 Central Polk, LLC (FL)
	  	97.89%
	 Central States HMA Holdings, LLC (DE)
	  	99%
	 Centre Home Care, LLC (AL)
	  	20%
	 CH BH Services, LLC (DE)
	  	100%
	 Chester HMA Physician Management, LLC (SC)
	  	100%
	 Chester HMA, LLC (SC)
	  	100%
	 Chester Imaging, LLC (DE)
	  	100%
	 Chester Medical Group, LLC (SC)
	  	100%
	 Chester PPM, LLC (SC)
	  	100%
	 Chesterton Surgery Center, LLC (DE)
	  	40.8%
	 Chestnut Hill Health System, LLC (DE)
	  	100%
	 Chestnut Knoll Home Health Care, L.P. (PA)
	  	5%
	 CHHS Development Company, LLC (DE)
	  	85%
	 CHHS Holdings, LLC (DE)
	  	100%
	 CHHS Hospital Company, LLC (DE)
	  	85%
	 Children’s Mobile Team (PA)
	  	50%
	 CHS Kentucky Holdings, LLC (DE)
	  	100%
	 CHS Mississippi State Political Action Committee (TN)
	  	100%
	 CHS Pennsylvania Holdings, LLC (DE)
	  	100%
	 CHS PSO, LLC (DE)
	  	100%
	 CHS Realty Holdings I, Inc. (TN)
	  	100%
	 CHS Realty Holdings II, Inc. (TN)
	  	100%
	 CHS Realty Holdings III, LLC (DE)
	  	100%
	 CHS Realty Holdings Joint Venture (TN)
	  	100%
	 CHS Receivables Funding, LLC (DE)
	  	100%
	 CHS Tennessee Holdings, LLC (DE)
	  	100%
	 CHS Virginia Holdings, LLC (DE)
	  	100%
	 CHS Washington Holdings, LLC (DE)
	  	100%
	 CHS/Community Health Systems, Inc. (DE)
	  	100%
	 CHS-ASC, LLC (DE)
	  	100%
	 CHSPSC ACO 1, LLC (DE)
	  	100%
	 CHSPSC ACO 10, LLC (DE)
	  	100%
	 CHSPSC ACO 11, LLC (DE)
	  	100%
	 CHSPSC ACO 12, LLC (DE)
	  	100%
	 CHSPSC ACO 13, LLC (DE)
	  	100%
	 CHSPSC ACO 14, LLC (DE)
	  	100%
	 CHSPSC ACO 15, LLC (DE)
	  	100%
	 CHSPSC ACO 16, LLC (DE)
	  	100%
	 CHSPSC ACO 17, LLC (DE)
	  	100%
	 CHSPSC ACO 18, LLC (DE)
	  	100%


  
 33 








			
	 CHSPSC ACO 19, LLC (DE)
	  	100%
	 CHSPSC ACO 2, LLC (DE)
	  	100%
	 CHSPSC ACO 20, LLC (DE)
	  	100%
	 CHSPSC ACO 21, LLC (DE)
	  	100%
	 CHSPSC ACO 22, LLC (DE)
	  	100%
	 CHSPSC ACO 23, LLC (DE)
	  	100%
	 CHSPSC ACO 24, LLC (DE)
	  	100%
	 CHSPSC ACO 25, LLC (DE)
	  	100%
	 CHSPSC ACO 26, LLC (DE)
	  	100%
	 CHSPSC ACO 27, LLC (DE)
	  	100%
	 CHSPSC ACO 28, LLC (DE)
	  	100%
	 CHSPSC ACO 29, LLC (DE)
	  	100%
	 CHSPSC ACO 3, LLC (DE)
	  	100%
	 CHSPSC ACO 30, LLC (DE)
	  	100%
	 CHSPSC ACO 4, LLC (DE)
	  	100%
	 CHSPSC ACO 5, LLC (DE)
	  	100%
	 CHSPSC ACO 6, LLC (DE)
	  	100%
	 CHSPSC ACO 7, LLC (DE)
	  	100%
	 CHSPSC ACO 8, LLC (DE)
	  	100%
	 CHSPSC ACO 9, LLC (DE)
	  	100%
	 CHSPSC ACO Holdings, LLC (DE)
	  	100%
	 CHSPSC Leasing, Inc. (DE)
	  	100%
	 CHSPSC, LLC (DE)
	  	100%
	 Citrus HMA, LLC (FL)
	  	100%
	 Clarksdale HMA Physician Management, LLC (MS)
	  	100%
	 Clarksdale HMA, LLC (MS)
	  	100%
	 Clarksville Endoscopy Center, LLC (DE)
	  	80%
	 Clarksville Health System, G.P. (DE)
	  	80%
	 Clarksville Holdings II, LLC (DE)
	  	100%
	 Clarksville Holdings, LLC (DE)
	  	100%
	 Clarksville Home Care Services, LLC (DE)
	  	20%
	 Clarksville Imaging Center, LLC (TN)
	  	40%
	 Clarksville Physician Services, G.P. (DE)
	  	80%
	 Clarksville Surgicenter, LLC (TN)
	  	37.044%
	 Cleveland Home Care Services, LLC (DE)
	  	20%
	 Cleveland Hospital Company, LLC (TN)
	  	100%
	 Cleveland Medical Clinic, Inc. (TN)
	  	100%
	 Cleveland PHO, Inc. (TN)
	  	100%
	 Cleveland Tennessee Hospital Company, LLC (DE)
	  	100%
	 Click to Care, LLC (FL)
	  	100%
	 Clinton HMA, LLC (OK)
	  	100%
	 Clinton HMPN, LLC (OK)
	  	100%
	 Clinton Home Health & Hospice LLC (OK)
	  	20%


  
 34 








			
	 Coast Imaging, LLC (MS)
	  	66.66%
	 Coatesville Hospital Corporation (PA)
	  	100%
	 Cocke County HMA, LLC (TN)
	  	100%
	 Coffee Hospital Management Associates, Inc. (TN)
	  	100%
	 College Station Clinic Asset Holding Company, LLC (DE)
	  	100%
	 College Station Diagnostic Clinic (TX)
	  	100%
	 College Station Hospital, L.P. (DE)
	  	100%
	 College Station Medical Center, LLC (DE)
	  	100%
	 College Station Merger, LLC (DE)
	  	100%
	 College Station RHC Company, LLC (DE)
	  	100%
	 Collier Boulevard HMA Physician Management, LLC (FL)
	  	100%
	 Collier HMA Facility Based Physician Management, LLC (FL)
	  	100%
	 Collier HMA Neurological Vascular Medical Group, LLC (FL)
	  	100%
	 Collier HMA Physician Management, LLC (FL)
	  	100%
	 Commonwealth Health Cancer Network, LLC (DE)
	  	66.66%
	 Commonwealth Health Clinically Integrated Network, LLC (DE)
	  	100%
	 Commonwealth Health Urgent Care, LLC (DE)
	  	100%
	 Commonwealth Physician Network, LLC (DE)
	  	100%
	 Community GP Corp. (DE)
	  	100%
	 Community Health Care Partners, Inc. (MS)
	  	100%
	 Community Health Investment Company, LLC (DE)
	  	100%
	 Community Health Network, Inc. (AL)
	  	100%
	 Community Health Physicians Operations Holding Company, LLC (DE)
	  	100%
	 Community Health Systems Foundation (TN)
	  	100%
	 Community Health Systems Professional Services Corporation Political Action Committee
(TN)
	  	100%
	 Community Insurance Group SPC, LTD. (Cayman Islands)
	  	100%
	 Community LP Corp. (DE)
	  	100%
	 Community Network Solutions, LLC (DE)
	  	100%
	 Compass Imaging, LLC (MS)
	  	100%
	 CP Hospital GP, LLC (DE)
	  	100%
	 CPLP, LLC (DE)
	  	100%
	 Credentialing Verification Services, LLC (DE)
	  	100%
	 Crestview Hospital Corporation (FL)
	  	97.9233%
	 Crestview Professional Condominiums Association, Inc. (FL)
	  	65.021%
	 Crestview Surgery Center, L.P. (TN)
	  	100%
	 Crestwood Healthcare, L.P. (DE)
	  	100%
	 Crestwood Hospital LP, LLC (DE)
	  	100%
	 Crestwood Hospital, LLC (DE)
	  	100%
	 Crestwood Physician Services, LLC (DE)
	  	100%
	 Crestwood Surgery Center, LLC (DE)
	  	100%
	 Crossgates HMA Medical Group, LLC (MS)
	  	100%
	 Crossroads Healthcare Management, LLC (TX)
	  	50%
	 Crossroads Home Care Services, LLC (DE)
	  	20%


  
 35 








			
	 Crystal River HMA Physician Management, LLC (FL)
	  	100%
	 CSMC, LLC (DE)
	  	100%
	 CSP ASC Holdings, LLC (DE)
	  	72%
	 Dallas Phy Service, LLC (DE)
	  	100%
	 Dallas Physician Practice, L.P. (DE)
	  	100%
	 Day Surgery, Inc. (KS)
	  	100%
	 DCF (TX)
	  	100%
	 Deaconess Health System, LLC (OK)
	  	99.145%
	 Deaconess Holdings, LLC (DE)
	  	100%
	 Deaconess Hospital Holdings, LLC (DE)
	  	100%
	 Deaconess Metropolitan Physicians, LLC (DE)
	  	100%
	 Deaconess Physician Services, LLC (DE)
	  	100%
	 Deaconess Portland MOB Limited Partnership (OK)
	  	29.7435%
	 Deming Home Care Services, LLC (DE)
	  	20%
	 Desert Hospital Holdings, LLC (DE)
	  	100%
	 Detar Hospital, LLC (DE)
	  	100%
	 DFW Physerv, LLC (DE)
	  	100%
	 DH Cardiology, LLC (DE)
	  	100%
	 DHFW Holdings, LLC (DE)
	  	100%
	 Diagnostic Imaging Centers of NEPA, LLC (PA)
	  	50%
	 Diagnostic Imaging Management of Brandywine Valley, LLC (PA)
	  	100%
	 Diagnostic Imaging of Brandywine Valley, LP (PA)
	  	100%
	 Dukes Health System, LLC (DE)
	  	100%
	 Dukes Physician Services, LLC (DE)
	  	100%
	 Dupont Hospital, LLC (DE)
	  	72.03%
	 Durant H.M.A., LLC (OK)
	  	92.25%
	 Durant HMA Home Health, LLC (OK)
	  	100%
	 Durant HMA Physician Management, LLC (OK)
	  	100%
	 Dyersburg Clinic Corp. (TN)
	  	100%
	 Dyersburg HBP Medical Group, LLC (DE)
	  	100%
	 Dyersburg Hospital Company, LLC (TN)
	  	100%
	 E.D. Clinics, LLC (DE)
	  	100%
	 East Georgia HMA Physician Management, LLC (GA)
	  	100%
	 East Georgia Regional Medical Center, LLC (GA)
	  	89.25%
	 East Tennessee Clinic Corp. (TN)
	  	100%
	 East Tennessee Health Systems, Inc. (TN)
	  	100%
	 Easton Hospital Malpractice Assistance Fund, Inc. (PA)
	  	100%
	 Edge Medical Clinic, Inc. (AL)
	  	100%
	 El Dorado Home Care Services, LLC (DE)
	  	20%
	 El Dorado Surgery Center, L.P. (DE)
	  	59.0323%
	 EL MED, LLC (DE)
	  	100%
	 Eligibility Screening Services, LLC (DE)
	  	100%
	 Empire Health Services (WA)
	  	100%
	 Emporia Clinic Corp. (VA)
	  	100%


  
 36 








			
	 Emporia Home Care Services, LLC (DE)
	  	20%
	 Emporia Hospital Corporation (VA)
	  	100%
	 Enterprise Clinic, LLC (DE)
	  	100%
	 Eufaula Clinic Corp. (AL)
	  	100%
	 Eufaula Hospital Corporation (AL)
	  	100%
	 EverRad HMA Holdings, LLC (FL)
	  	100%
	 Fallbrook Hospital Corporation (DE)
	  	100%
	 Fayetteville Arkansas Hospital Company, LLC (DE)
	  	80%
	 First Choice Health Plan of Mississippi, LLC (MS)
	  	50%
	 Firstcare, Inc. (IN)
	  	20%
	 Florence Home Care Services, LLC (DE)
	  	20%
	 Florida Endoscopy and Surgery Center, LLC (FL)
	  	69.3%
	 Florida HMA Holdings, LLC (DE)
	  	99%
	 Florida HMA Regional Service Center, LLC (FL)
	  	100%
	 Florida HMA Urgent Care, LLC (FL)
	  	100%
	 Florida Medical Imaging JV, LLC (DE)
	  	49%
	 Florida West Coast Health Alliance, LLC (DE)
	  	80%
	 Flowood River Oaks HMA Medical Group, LLC (MS)
	  	100%
	 FMG PrimeCare, LLC (DE)
	  	100%
	 Foley Clinic Corp. (AL)
	  	100%
	 Foley Home Health Corporation (AL)
	  	100%
	 Foley Hospital Corporation (AL)
	  	100%
	 Fort Payne Home Care, LLC (AL)
	  	20%
	 Fort Smith HMA Home Health, LLC (AR)
	  	20%
	 Fort Smith HMA PBC Management, LLC (AR)
	  	100%
	 Fort Smith HMA Physician Management, LLC (AR)
	  	100%
	 Fort Smith HMA, LLC (AR)
	  	100%
	 Frankfort Health Partner, Inc. (IN)
	  	100%
	 Franklin Clinic Corp. (VA)
	  	100%
	 Franklin Home Care Services, LLC (DE)
	  	20%
	 Franklin Hospital Corporation (VA)
	  	100%
	 Fresenius Vascular Care Petersburg, LLC (DE)
	  	10%
	 Fulton Home Care Services, LLC (DE)
	  	20%
	 Gadsden HMA Physician Management, LLC (AL)
	  	88.51%
	 Gadsden Home Care Services, LLC (DE)
	  	20%
	 Gadsden Regional Medical Center, LLC (DE)
	  	100%
	 Gadsden Regional Physician Group Practice, LLC (DE)
	  	100%
	 Gadsden Regional Primary Care, LLC (AL)
	  	100%
	 Gaffney Clinic Company, LLC (DE)
	  	100%
	 Gaffney H.M.A., LLC (SC)
	  	100%
	 Gaffney HMA Physician Management, LLC (SC)
	  	100%
	 Gaffney PPM, LLC (SC)
	  	100%
	 Galesburg Home Care, LLC (DE)
	  	20%
	 Gateway Medical Services, Inc. (FL)
	  	100%


  
 37 








			
	 Granbury Clinic Asset Holding Company, LLC (DE)
	  	100%
	 Granbury Hospital Corporation (TX)
	  	100%
	 Granbury Mammography JV, LLC (DE)
	  	50%
	 Granbury Texas Hospital Investment Corporation (DE)
	  	100%
	 Granite City Home Care Services, LLC (DE)
	  	20%
	 GRB Real Estate, LLC (DE)
	  	100%
	 Green Clinic, LLC (FL)
	  	100%
	 Greenbrier Valley Anesthesia, LLC (DE)
	  	100%
	 Greenbrier Valley Emergency Physicians, LLC (DE)
	  	100%
	 Greenbrier VMC, LLC (DE)
	  	96%
	 GRMC Holdings, LLC (DE)
	  	100%
	 Gulf Coast HMA Physician Management, LLC (FL)
	  	100%
	 Gulf Coast Hospital, L.P. (DE)
	  	100%
	 Gulf Coast Medical Center, LLC (DE)
	  	100%
	 Gulf Oaks Therapeutic Day School, LLC (MS)
	  	100%
	 Gulf South Surgery Center, LLC (MS)
	  	25%
	 Gulfmed, Inc. (MS)
	  	75%
	 Harborside Surgery Center, LLC (FL)
	  	36%
	 Haines City HMA Physician Management, LLC (FL)
	  	100%
	 Haines City HMA Urgent Care, LLC (FL)
	  	100%
	 Haines City HMA, LLC (FL)
	  	97.89%
	 Hallmark Healthcare Company, LLC (DE)
	  	100%
	 Hamlet PPM, LLC (NC)
	  	100%
	 Harris Managed Services, Inc. (AR)
	  	100%
	 Harrison HMA Physician Management, LLC (MS)
	  	100%
	 Harrison HMA, LLC (MS)
	  	100%
	 Harton Clinic Company, LLC (DE)
	  	100%
	 Hartsville ENT, LLC (SC)
	  	100%
	 Hartsville HMA Physician Management, LLC (SC)
	  	100%
	 Hartsville PPM, LLC (SC)
	  	100%
	 Hattiesburg Home Care Services, LLC (DE)
	  	20%
	 Health Management Associates, LLC (DE)
	  	100%
	 Health Management Associates, LP (DE)
	  	100%
	 Health Management General Partner I, LLC (DE)
	  	100%
	 Health Management General Partner, LLC (DE)
	  	100%
	 Health Management Information Technology, LLC (DE)
	  	100%
	 Health Management Intellectual Properties, LLC (TX)
	  	100%
	 Health Management Physician Associates, LLC (DE)
	  	100%
	 Healthcare of Forsyth County, Inc. (GA)
	  	100%
	 HealthTrust Purchasing Group, L.P. (DE)
	  	19.7%
	 Healthwest Holdings, Inc. (AZ)
	  	100%
	 Heart of Florida Surgery Center, LLC (DE)
	  	36.72%
	 Hefner Pointe Medical Associates, LLC (OK)
	  	30%
	 Helena Home Care Services, LLC (DE)
	  	20%


  
 38 








			
	 Heritage Healthcare Innovation Fund II, LP (DE)
	  	14.8%
	 Heritage Healthcare Innovation Fund, LP (DE)
	  	8.98%
	 Hernando HMA Ancillary, LLC (FL)
	  	100%
	 Hernando HMA, LLC (FL)
	  	99%
	 Highland Health Systems, Inc. (TX)
	  	100%
	 Hill Country ASC Partners, L.L.C. (TX)
	  	39.92%
	 Hill Regional Clinic Corp. (TX)
	  	100%
	 HIM Central Services, LLC (DE)
	  	100%
	 HMA ASC Holdings, LLC (DE)
	  	100%
	 HMA ASCOA Holdings, LLC (DE)
	  	100%
	 HMA Bayflite Services, LLC (FL)
	  	80%
	 HMA CAT, LLC (TX)
	  	100%
	 HMA Employee Disaster Relief Fund, Inc. (FL)
	  	100%
	 HMA Fentress County General Hospital, LLC (TN)
	  	100%
	 HMA Hospital Holdings, LP (DE)
	  	100%
	 HMA Lake Shore, Inc. (FL)
	  	60%
	 HMA Leasing, LLC (TN)
	  	100%
	 HMA MRI, LLC (TX)
	  	100%
	 HMA Oklahoma Clearing Service, LLC (OK)
	  	100%
	 HMA Physician Practice Management, LLC (FL)
	  	100%
	 HMA Professional Services Group, LP (DE)
	  	99%
	 HMA Santa Rosa Medical Center, LLC (FL)
	  	100%
	 HMA Services GP, LLC (DE)
	  	100%
	 HMA/Solantic Joint Venture, LLC (DE)
	  	49.9%
	 HMA-ASCOA Investments, LLC (DE)
	  	51%
	 HMA-TRI Holdings, LLC (DE)
	  	100%
	 Hobbs Medco, LLC (DE)
	  	100%
	 Hobbs Physician Practice, LLC (DE)
	  	100%
	 Hood Medical Group (TX)
	  	100%
	 Hood Medical Services, Inc. (TX)
	  	100%
	 Hospital Laundry Services, Inc. (IN)
	  	50%
	 Hospital Management Associates, LLC (FL)
	  	100%
	 Hospital Management Services of Florida, LP (FL)
	  	100%
	 Hospital of Fulton, Inc. (KY)
	  	100%
	 Hospital of Morristown, LLC (TN)
	  	100%
	 Hot Springs Outpatient Surgery Center, G.P. (AR)
	  	100%
	 HP LRHS Land, LLC (IN)
	  	40%
	 HTI Tucson Rehabilitation, Inc. (AZ)
	  	100%
	 ICSE Leasing Corp. (DE)
	  	100%
	 Illinois Home Care Holdings, LLC (DE)
	  	20%
	 Imaging JV Holdings, LLC (DE)
	  	100%
	 INACTCO, Inc. (DE)
	  	100%
	 Innovative Recoveries, LLC (DE)
	  	100%


  
 39 








			
	 Intermountain Medical Group, Inc. (PA)
	  	100%
	 IOM Health System, L.P. (IN)
	  	86.3%
	 Jackson HMA North Medical Office Building, LLC (MS)
	  	100%
	 Jackson HMA, LLC (MS)
	  	100%
	 Jackson Home Care Services, LLC (DE)
	  	20%
	 Jackson Hospital Corporation (TN)
	  	100%
	 Jackson, Tennessee Hospital Company, LLC (TN)
	  	96.949%
	 Jamestown HMA Leasing, LLC (TN)
	  	100%
	 Jamestown HMA Physician Management, LLC (TN)
	  	100%
	 Jasper Medical Group, LLC (FL)
	  	100%
	 Jefferson County HMA, LLC (TN)
	  	100%
	 Jennersville Regional Hospital Malpractice Assistance Fund, Inc. (PA)
	  	100%
	 Jourdanton Clinic Asset Holding Company, LLC (DE)
	  	100%
	 Jourdanton Home Care Services, LLC (DE)
	  	20%
	 Jourdanton Hospital Corporation (TX)
	  	100%
	 Kay County Clinic Company, LLC (OK)
	  	100%
	 Kay County Hospital Corporation (OK)
	  	100%
	 Kay County Oklahoma Hospital Company, LLC (OK)
	  	100%
	 Kennett HMA Physician Management, LLC (MO)
	  	100%
	 Kennett HMA, LLC (MO)
	  	100%
	 Key West HMA Physician Management, LLC (FL)
	  	100%
	 Key West HMA, LLC (FL)
	  	100%
	 Key West Home Health, LLC (FL)
	  	20%
	 Key West Private Care, LLC (FL)
	  	20%
	 Keystone HMA Property Management, LLC (PA)
	  	100%
	 Kirksville Academic Medicine, LLC (MO)
	  	100%
	 Kirksville Clinic Corp. (MO)
	  	100%
	 Kirksville Home Care Services, LLC (MO)
	  	20%
	 Kirksville Hospital Company, LLC (DE)
	  	100%
	 Kirksville Missouri Hospital Company, LLC (MO)
	  	88.81%
	 Kirksville Physical Therapy Services, LLC (DE)
	  	100%
	 Knox Hospital Company, LLC (DE)
	  	80%
	 Knoxville HMA Cardiology PPM, LLC (TN)
	  	100%
	 Knoxville HMA Development, LLC (TN)
	  	100%
	 Knoxville HMA Family Services, LLC (TN)
	  	100%
	 Knoxville HMA Holdings, LLC (TN)
	  	100%
	 Knoxville HMA Homecare DME & Hospice, LLC (TN)
	  	100%
	 Knoxville HMA JV Holdings, LLC (TN)
	  	100%
	 Knoxville HMA Mission Services, LLC (TN)
	  	100%
	 Knoxville HMA Physician Management, LLC (TN)
	  	100%
	 Knoxville HMA Wellness Center, LLC (TN)
	  	100%
	 Knoxville Home Care Services, LLC (DE)
	  	20%
	 Knoxville, Tennessee Turkey Creek MOB, LLC (DE)
	  	100%
	 Kosciusko Ambulance Services, LLC (DE)
	  	100%


  
 40 








			
	 Kosciusko Medical Group, LLC (DE)
	  	100%
	 La Porte and Starke EMS, LLC (DE)
	  	100%
	 La Porte Clinic Company, LLC (DE)
	  	80%
	 La Porte Health System, LLC (DE)
	  	80%
	 La Porte Home Care Services, LLC (DE)
	  	80%
	 La Porte Hospital Company, LLC (DE)
	  	80%
	 La Porte Occupational Health Services, LLC (DE)
	  	80%
	 Lake Shore HMA Medical Group, LLC (FL)
	  	100%
	 Lake Shore HMA, LLC (FL)
	  	60%
	 Lake Wales Clinic Corp. (FL)
	  	100%
	 Lake Wales Hospital Corporation (FL)
	  	97.55%
	 Lake Wales Hospital Investment Corporation (FL)
	  	97.55%
	 Lake Wales Imaging Center, LLC (DE)
	  	100%
	 Lakeland Home Care Services, LLC (DE)
	  	20%
	 Lakeway Hospital Company, LLC (TN)
	  	100%
	 Lancaster Clinic Corp. (SC)
	  	100%
	 Lancaster HMA Physician Management, LLC (PA)
	  	100%
	 Lancaster HMA, LLC (PA)
	  	98.73%
	 Lancaster Home Care Services, LLC (DE)
	  	100%
	 Lancaster Hospital Corporation (DE)
	  	100%
	 Lancaster Imaging Center, LLC (SC)
	  	100%
	 Lancaster Medical Group HMA, LLC (PA)
	  	100%
	 Lancaster Medical Group, LLC (PA)
	  	100%
	 Lancaster Outpatient Imaging, LLC (PA)
	  	100%
	 Langtree Endoscopy Center, LLC (DE)
	  	90%
	 LaPorte Medical Group Surgical Center, LLC (IN)
	  	11.024%
	 Laredo Clinic Asset Holding Company, LLC (DE)
	  	100%
	 Laredo Texas Hospital Company, L.P. (TX)
	  	95%
	 Las Cruces ASC-GP, LLC (DE)
	  	100%
	 Las Cruces Home Care Services, LLC (DE)
	  	20%
	 Las Cruces Medical Center, LLC (DE)
	  	100%
	 Las Cruces Physician Services, LLC (DE)
	  	100%
	 Las Cruces Surgery Center – Telshor, LLC (DE)
	  	60%
	 Las Cruces Surgery Center, L.P. (DE)
	  	59.91%
	 Lea Regional Hospital, LLC (DE)
	  	100%
	 Lebanon HMA Leasing, LLC (TN)
	  	100%
	 Lebanon HMA Physician Management, LLC (TN)
	  	100%
	 Lebanon HMA Surgery Center, LLC (TN)
	  	100%
	 Lebanon HMA, LLC (TN)
	  	100%
	 Lebanon Surgery Center, LLC (DE)
	  	100%
	 Lehigh HMA Physician Management, LLC (FL)
	  	100%
	 Lehigh HMA, LLC (FL)
	  	100%
	 LHT Knoxville Properties, LLC (DE)
	  	6.5%
	 Little Rock HMA, Inc. (AR)
	  	100%


  
 41 








			
	 Live Oak HMA Medical Group, LLC (FL)
	  	60%
	 Live Oak HMA, LLC (FL)
	  	60%
	 Logan Hospital Corporation (WV)
	  	100%
	 Logan, West Virginia Hospital Company, LLC (WV)
	  	100%
	 Lone Star HMA Physician Management, Inc. (TX)
	  	100%
	 Lone Star HMA, L.P. (DE)
	  	100%
	 Longview Clinic Operations Company, LLC (DE)
	  	100%
	 Longview Medical Center, L.P. (DE)
	  	100%
	 Longview Merger, LLC (DE)
	  	100%
	 Longview Outpatient Physical Therapy, LLC (DE)
	  	100%
	 Louisa Home Care Holdings, LLC (DE)
	  	20%
	 Louisa Home Care Services, LLC (DE)
	  	20%
	 Louisburg HMA Physician Management, LLC (NC)
	  	100%
	 Lower Florida Keys Physician/Hospital Organization, Inc. (FL)
	  	50%
	 LRH, LLC (DE)
	  	100%
	 LS Psychiatric, LLC (DE)
	  	100%
	 Lufkin Clinic Asset Holding Company, LLC (DE)
	  	100%
	 Lutheran Health Imaging, LLC (DE)
	  	100%
	 Lutheran Health Network CBO, LLC (DE)
	  	100%
	 Lutheran Health Network Investors, LLC (DE)
	  	86.3%
	 Lutheran Health Network of Indiana, LLC (DE)
	  	100%
	 Lutheran Health Quality Alliance, LLC (DE)
	  	100%
	 Lutheran Medical Group, LLC (DE)
	  	100%
	 Lutheran Medical Office Park Phase II Property Owners Association, Inc. (IN)
	  	14.24%
	 Lutheran Medical Office Park Property Owners Association, Inc. (IN)
	  	44.84%
	 Lutheran Musculoskeletal Center, LLC (DE)
	  	60%
	 Lutheran/TRMA Network, LLC (IN)
	  	43.15%
	 Macon Healthcare, LLC (DE)
	  	38%
	 Madison Cardiovascular Physician Services, LLC (DE)
	  	100%
	 Madison Clinic Corp. (TN)
	  	100%
	 Madison HMA Physician Management, LLC (MS)
	  	100%
	 Madison HMA, LLC (MS)
	  	100%
	 Madison Hospital, LLC (AL)
	  	100%
	 Marathon H.M.A., LLC (FL)
	  	100%
	 Marathon HMA Medical Group, LLC (FL)
	  	100%
	 Marion Physician Services, LLC (DE)
	  	100%
	 Marshall County HMA, LLC (OK)
	  	100%
	 Marshall County HMPN, LLC (OK)
	  	100%
	 Martin Clinic Corp. (TN)
	  	100%
	 Martin Hospital Company, LLC (TN)
	  	100%
	 Mary Black Health System LLC (DE)
	  	100%
	 Mary Black Medical Office Building Limited Partnership (SC)
	  	100%
	 Mary Black MOB II, L.P. (SC)
	  	100%
	 Mary Black Physician Services, LLC (DE)
	  	100%


  
 42 








			
	 Mary Black Physicians Group, LLC (DE)
	  	100%
	 Mat-Su Regional ASC GP, LLC (DE)
	  	100%
	 Mat-Su Regional Surgery Center, L.P. (DE)
	  	100%
	 Mat-Su Valley II, LLC (AK)
	  	65%
	 Mat-Su Valley III, LLC (AK)
	  	65%
	 Mat-Su Valley Medical Center, LLC (AK)
	  	65%
	 Mayes County HMA, LLC (OK)
	  	100%
	 Mayes County HMPN, LLC (OK)
	  	100%
	 Mayes County Home Health, LLC (OK)
	  	20%
	 McKenna Court Homes, LLC (DE)
	  	100%
	 McNairy Clinic Corp. (TN)
	  	100%
	 McNairy Hospital Corporation (TN)
	  	100%
	 MCSA, L.L.C. (AR)
	  	100%
	 MDSave, Inc. (DE)
	  	1.55%
	 Medical Center at Terrell, LLC (DE)
	  	100%
	 Medical Center of Brownwood, LLC (DE)
	  	100%
	 Medical Holdings, Inc. (KS)
	  	100%
	 Medical Imaging Center of Ocala, LLP (FL)
	  	47.5%
	 MEDSTAT, LLC (IN)
	  	100%
	 Melbourne HMA Medical Group, LLC (FL)
	  	100%
	 Melbourne HMA, LLC (FL)
	  	100%
	 Memorial Hospital of Salem Malpractice Assistance Fund, Inc. (NJ)
	  	100%
	 Mercy Cardiovascular Cath Lab, LLC (PA)
	  	100%
	 Merger Legacy Holdings, LLC (DE)
	  	100%
	 Meridian HMA Clinic Management, LLC (MS)
	  	100%
	 Meridian HMA Nursing Home, LLC (MS)
	  	100%
	 Meridian HMA, LLC (MS)
	  	100%
	 Merit Health Biloxi ASC Holdings, LLC (DE)
	  	100%
	 Merritt Island ASC, LLC (FL)
	  	51%
	 Mesquite HMA General, LLC (DE)
	  	100%
	 Metro Knoxville HMA, LLC (TN)
	  	100%
	 MHS Ambulatory Surgery Center, Inc. (ND)
	  	100%
	 Michigan City MOB, LLC (IN)
	  	40%
	 Midwest City HMA Physician Management, LLC (OK)
	  	98.6%
	 Midwest Regional Medical Center, LLC (OK)
	  	98.6%
	 Minot Health Services, Inc. (ND)
	  	100%
	 Mississippi Health Management Medical Education Fund, LLC (MS)
	  	100%
	 Mississippi HMA DME, LLC (MS)
	  	100%
	 Mississippi HMA Holdings I, LLC (DE)
	  	99%
	 Mississippi HMA Holdings II, LLC (DE)
	  	99%
	 Mississippi HMA Hospitalists, LLC (MS)
	  	100%
	 Mississippi HMA Regional Service Center, LLC (MS)
	  	100%
	 Mississippi HMA Urgent Care, LLC (MS)
	  	100%
	 Mississippi HMA Ventures, LLC (MS)
	  	100%


  
 43 








			
	 ML Surgery Center, L.L.C. (PA)
	  	51%
	 Moberly HBP Medical Group, LLC (DE)
	  	100%
	 Moberly Hospital Company, LLC (DE)
	  	100%
	 Moberly Medical Clinics, Inc. (MO)
	  	100%
	 Moberly Physicians Corp. (MO)
	  	100%
	 Mooresville HMA Investors, LLC (NC)
	  	98.64%
	 Mooresville HMA Physician Management, LLC (NC)
	  	100%
	 Mooresville Home Care Services, LLC (DE)
	  	
	 Mooresville Hospital Management Associates, LLC (NC)
	  	100%
	 Mooresville PPM, LLC (NC)
	  	100%
	 Morristown Clinic Corp. (TN)
	  	100%
	 Morristown Professional Centers, Inc. (TN)
	  	100%
	 Morristown Surgery Center, LLC (TN)
	  	100%
	 Munroe HMA HMPN, LLC (FL)
	  	95%
	 Munroe HMA Holdings, LLC (FL)
	  	95%
	 Munroe HMA Hospital, LLC (FL)
	  	95%
	 Munroe HMA Investments, LLC (FL)
	  	95%
	 Munroe HMA Physician Health Partners, LLC (FL)
	  	95%
	 Munroe Regional Homecare, LLC (FL)
	  	46.55%
	 Naples HMA, LLC (FL)
	  	100%
	 Natchez Clinic Company, LLC (DE)
	  	100%
	 Natchez HBP Services, LLC (DE)
	  	100%
	 Natchez Hospital Company, LLC (DE)
	  	100%
	 National Healthcare of England Arkansas, Inc. (AR)
	  	100%
	 National Healthcare of Holmes County, Inc. (FL)
	  	100%
	 National Healthcare of Leesville, Inc. (DE)
	  	100%
	 National Healthcare of Newport, Inc. (DE)
	  	100%
	 Navarro Hospital, L.P. (DE)
	  	100%
	 Navarro Regional, LLC (DE)
	  	100%
	 NC-CSH, Inc. (CA)
	  	100%
	 NC-DSH, LLC (NV)
	  	100%
	 New Cedar Lake Surgery Center, LLC (MS)
	  	25%
	 Newport Physician Clinics, Inc. (AR)
	  	100%
	 NHCI of Hillsboro, Inc. (TX)
	  	100%
	 North Carolina HMA Regional Service Center, LLC (NC)
	  	100%
	 North Okaloosa Clinic Corp. (FL)
	  	100%
	 North Okaloosa Home Health, LLC (FL)
	  	20%
	 North Okaloosa Medical Corp. (FL)
	  	97.9233%
	 North Okaloosa Surgery Venture Corp. (FL)
	  	100%
	 North Port HMA, LLC (FL)
	  	100%
	 Northampton Cardiology Clinic, LLC (DE)
	  	100%
	 Northampton Clinic Company, LLC (DE)
	  	100%
	 Northampton Home Care, LLC (DE)
	  	20%
	 Northampton Hospital Company, LLC (DE)
	  	100%


  
 44 








			
	 Northampton Physician Services Corp. (PA)
	  	100%
	 Northampton Urgent Care, LLC (DE)
	  	100%
	 Northeast Medical Center, L.P. (DE)
	  	100%
	 Northeastern Pennsylvania Imaging Center (PA)
	  	100%
	 Northern Indiana Oncology Center of Porter Memorial Hospital, LLC (IN)
	  	95.2%
	 Northwest Allied Physicians, LLC (DE)
	  	100%
	 Northwest Arkansas Employees, LLC (DE)
	  	100%
	 Northwest Arkansas Hospitals, LLC (DE)
	  	100%
	 Northwest Arkansas Paramed Transfer, LLC (DE)
	  	100%
	 Northwest Benton County Physician Services, LLC (DE)
	  	100%
	 Northwest Cardiology, LLC (DE)
	  	100%
	 Northwest HBP Medical Services, LLC (DE)
	  	100%
	 Northwest Hospital, LLC (DE)
	  	100%
	 Northwest Indiana Health System, LLC (DE)
	  	91.16%
	 Northwest Marana Hospital, LLC (DE)
	  	100%
	 Northwest Medical Center CT/MRI at Marana, LLC (DE)
	  	100%
	 Northwest Physicians, LLC (AR)
	  	100%
	 Northwest Rancho Vistoso Imaging Services, LLC (DE)
	  	100%
	 Northwest-Sparks Quality Alliance, LLC (DE)
	  	100%
	 NOV Holdings, LLC (DE)
	  	100%
	 NRH, LLC (DE)
	  	100%
	 Oak Hill Clinic Corp. (WV)
	  	100%
	 Oak Hill Hospital Corporation (WV)
	  	100%
	 Oklahoma City ASC-GP, LLC (DE)
	  	100%
	 Oklahoma City Home Care Services, LLC (DE)
	  	100%
	 Olive Branch Clinic Corp. (MS)
	  	100%
	 Olive Branch Hospital, Inc. (MS)
	  	100%
	 One Boyertown Properties, L.P. (PA)
	  	5%
	 Open Air of MSLOU, L.L.C. (LA)
	  	100%
	 Oro Valley Hospital, LLC (DE)
	  	100%
	 OsceolaSC, LLC (DE)
	  	80%
	 Osler HMA Medical Group, LLC (FL)
	  	100%
	 Oviedo HMA, LLC (FL)
	  	100%
	 Pacific Group ASC Division, Inc. (AZ)
	  	100%
	 Pacific Physicians Services, LLC (DE)
	  	100%
	 Pain Management Joint Venture, LLP
	  	50%
	 Palm Drive Hospital, L.P. (DE)
	  	100%
	 Palm Drive Medical Center, LLC (DE)
	  	100%
	 Palmer-Wasilla Health System, LLC (DE)
	  	100%
	 Palmetto Tri-County Medical Specialists, LLC (DE)
	  	100%
	 Palmetto Women’s Care, LLC (DE)
	  	100%
	 Panhandle Medical Center, LLC (DE)
	  	100%
	 Panhandle Surgical Hospital, L.P. (DE)
	  	100%
	 Parkway Regional Medical Clinic, Inc. (KY)
	  	100%


  
 45 








			
	 Pasco Hernando HMA Physician Management, LLC (FL)
	  	100%
	 Pasco Regional Medical Center, LLC (FL)
	  	100%
	 Payson Healthcare Management, Inc. (AZ)
	  	100%
	 Payson Hospital Corporation (AZ)
	  	100%
	 PBEC HMA, Inc. (FL)
	  	100%
	 PDMC, LLC (DE)
	  	100%
	 Peace River HMA Nursing Center, LLC (FL)
	  	100%
	 Peckville Hospital Company, LLC (DE)
	  	100%
	 Pecos Valley of New Mexico, LLC (DE)
	  	100%
	 Peerless Healthcare, LLC (TN)
	  	100%
	 Pennsylvania Hospital Company, LLC (DE)
	  	100%
	 Personal Home Health Care, LLC (TN)
	  	100%
	 Petersburg Clinic Company, LLC (VA)
	  	100%
	 Petersburg Home Care Services, LLC (DE)
	  	20%
	 Petersburg Hospital Company, LLC (VA)
	  	99.3%
	 Phillips & Coker OB-GYN, LLC (DE)
	  	100%
	 Phoenix Surgical, LLC (DE)
	  	100%
	 Phoenixville Hospital Company, LLC (DE)
	  	100%
	 Phoenixville Hospital Malpractice Assistance Fund, Inc. (PA)
	  	100%
	 Physician Practice Support, LLC (TN)
	  	100%
	 Physicians Regional Marco Island, LLC (FL)
	  	100%
	 Piney Woods Healthcare System, L.P. (DE)
	  	96.6026%
	 Plymouth Hospital Corporation (NC)
	  	100%
	 Poinciana HMA, LLC (FL)
	  	100%
	 Polk Medical Services, Inc. (TN)
	  	100%
	 Ponca City Home Care Services, LLC (OK)
	  	20%
	 Poplar Bluff Physician Management, LLC (MO)
	  	100%
	 Poplar Bluff Regional Medical Center, LLC (MO)
	  	100%
	 Port Charlotte HMA Physician Management, LLC (FL)
	  	100%
	 Port Charlotte HMA, LLC (FL)
	  	100%
	 Porter Health Services, LLC (DE)
	  	100%
	 Porter Hospital, LLC (DE)
	  	91.16%
	 Porter Physician Services, LLC (DE)
	  	100%
	 Pottstown Home Care Services, LLC (DE)
	  	20%
	 Pottstown Hospital Company, LLC (DE)
	  	100%
	 Pottstown Hospital Corporation (PA)
	  	100%
	 Pottstown Imaging Company, LLC (DE)
	  	100%
	 Pottstown Memorial Malpractice Assistance Fund, Inc. (PA)
	  	100%
	 Pottstown Professional Services Company, LLC (DE)
	  	100%
	 Precision Surgery Center, LLC (DE)
	  	100%
	 Preferential Health Network, Inc. (SC)
	  	1 of multiple
 members of non-profit entity

	 Preferred Nurse Staffing, LLC (MS)
	  	100%
	 Premier Care Super PHO, LLC (DE)
	  	100%


  
 46 








			
	 PremierCare of Arkansas, LLC (DE)
	  	79.6%
	 PremierCare of Northwest Arkansas, LLC (AR)
	  	79.6%
	 Procure Solutions, LLC (DE)
	  	100%
	 Professional Account Services Inc. (TN)
	  	100%
	 Punta Gorda HMA Physician Management, LLC (FL)
	  	100%
	 Punta Gorda HMA, LLC (FL)
	  	100%
	 Punta Gorda Medical Arts Center Association, Inc. (FL)
	  	100%
	 QHG Georgia Holdings II, LLC (DE)
	  	100%
	 QHG Georgia Holdings, Inc. (GA)
	  	100%
	 QHG Georgia, L.P. (GA)
	  	100%
	 QHG of Barberton, Inc. (OH)
	  	100%
	 QHG of Bluffton Company, LLC (DE)
	  	100%
	 QHG of Clinton County, Inc. (IN)
	  	100%
	 QHG of Enterprise, Inc. (AL)
	  	100%
	 QHG of Forrest County, Inc. (MS)
	  	100%
	 QHG of Fort Wayne Company, LLC (DE)
	  	100%
	 QHG of Hattiesburg, Inc. (MS)
	  	100%
	 QHG of Kenmare, Inc. (ND)
	  	100%
	 QHG of Lake City, Inc. (SC)
	  	100%
	 QHG of Minot, Inc. (ND)
	  	100%
	 QHG of Ohio, Inc. (OH)
	  	100%
	 QHG of South Carolina, Inc. (SC)
	  	100%
	 QHG of Spartanburg, Inc. (SC)
	  	100%
	 QHG of Springdale, Inc. (AR)
	  	100%
	 QHG of Texas, Inc. (TX)
	  	100%
	 QHG of Warsaw Company, LLC (DE)
	  	100%
	 Quorum ELF, Inc. (DE)
	  	100%
	 Quorum Health Services, Inc. (DE)
	  	100%
	 Rankin Cardiology Center, LLC (MS)
	  	100%
	 Red Bud Home Care Services, LLC (DE)
	  	20%
	 Redimed Dekalb, LLC (IN)
	  	50%
	 Regional Cancer Treatment Center, Ltd. (TX)
	  	34.25%
	 Regional Cardiology Center, L.L.C. (MS)
	  	50%
	 Regional Cardiology Group, LLC (DE)
	  	100%
	 Regional Clinics of Longview (TX)
	  	100%
	 Regional Employee Assistance Program (TX)
	  	100%
	 Regional Hospital of Longview, LLC (DE)
	  	100%
	 Regional Surgical Services, LLC (VA)
	  	82.1%
	 Rehab Hospital of Fort Wayne General Partnership (DE)
	  	86.3%
	 Revenue Cycle Service Center, LLC (DE)
	  	100%
	 River Oaks Hospital, LLC (MS)
	  	100%
	 River Oaks Management Company, LLC (MS)
	  	100%
	 River Oaks Medical Office Building, LLC (MS)
	  	100%
	 River Region Medical Corporation (MS)
	  	100%


  
 47 








			
	 Riverpark Community Cath Lab, LLC (DE)
	  	100%
	 Riverview Regional Medical Center, LLC (DE)
	  	88.51%
	 Rockledge HMA Convenient Care, LLC (FL)
	  	100%
	 Rockledge HMA Medical Group, LLC (FL)
	  	100%
	 Rockledge HMA Urgent Care, LLC (FL)
	  	100%
	 Rockledge HMA, LLC (FL)
	  	100%
	 Rockwood Clinic Real Estate Holdings, LLC (DE)
	  	100%
	 ROH, LLC (MS)
	  	100%
	 Ronceverte Physician Group, LLC (DE)
	  	100%
	 Rose City HMA Medical Group, LLC (PA)
	  	89.9%
	 Rose City HMA, LLC (PA)
	  	89.9%
	 Roswell Clinic Corp. (NM)
	  	100%
	 Roswell Community Hospital Investment Corporation (DE)
	  	100%
	 Roswell Hospital Corporation (NM)
	  	100%
	 Russell County Clinic Corp. (VA)
	  	100%
	 Russell County Medical Center, Inc. (VA)
	  	100%
	 Ruston Clinic Company, LLC (DE)
	  	100%
	 Ruston Hospital Corporation (DE)
	  	100%
	 Ruston Louisiana Hospital Company, LLC (DE)
	  	100%
	 SACMC, LLC (DE)
	  	100%
	 Salem Clinic Corp. (NJ)
	  	100%
	 Salem Home Care Holdings, LLC (DE)
	  	100%
	 Salem Home Care Services, LLC (DE)
	  	100%
	 Salem Hospital Corporation (NJ)
	  	100%
	 Samaritan Surgicenters of Arizona II, LLC (AZ)
	  	100%
	 San Angelo Ambulatory Surgery Center, Ltd. (TX)
	  	40%
	 San Angelo Community Medical Center, LLC (DE)
	  	100%
	 San Angelo Hospital, L.P. (DE)
	  	94.318%
	 San Angelo Medical, LLC (DE)
	  	100%
	 San Leandro Hospital, L.P. (DE)
	  	100%
	 San Leandro Medical Center, LLC (DE)
	  	100%
	 San Leandro, LLC (DE)
	  	100%
	 Santa Rosa HMA Physician Management, LLC (FL)
	  	100%
	 Santa Rosa HMA Urgent Care, LLC (FL)
	  	100%
	 SCA JV II, LLC (DE)
	  	49%
	 SCA JV, LLC (DE)
	  	51%
	 Scott County HMA, LLC (TN)
	  	100%
	 Scranton Cardiovascular Physician Services, LLC (DE)
	  	100%
	 Scranton Clinic Company, LLC (DE)
	  	100%
	 Scranton Emergency Physician Services, LLC (DE)
	  	100%
	 Scranton GP Holdings, LLC (DE)
	  	100%
	 Scranton Holdings, LLC (DE)
	  	100%
	 Scranton Home Care Services, LLC (DE)
	  	100%
	 Scranton Hospital Company, LLC (DE)
	  	100%


  
 48 








			
	 Scranton Hospitalist Physician Services, LLC (DE)
	  	100%
	 Scranton Quincy Ambulance, LLC (DE)
	  	100%
	 Scranton Quincy Clinic Company, LLC (DE)
	  	100%
	 Scranton Quincy Holdings, LLC (DE)
	  	100%
	 Scranton Quincy Home Care Services, LLC (DE)
	  	20%
	 Scranton Quincy Hospital Company, LLC (DE)
	  	100%
	 Scranton Quincy QRFS, LLC (DE)
	  	100%
	 SE PA Medical Imaging JV, LLC (DE)
	  	41.65%
	 Sebastian HMA Physician Management, LLC (FL)
	  	100%
	 Sebastian Home Care Services, LLC (DE)
	  	20%
	 Sebastian Hospital, LLC (FL)
	  	100%
	 Sebastopol, LLC (DE)
	  	100%
	 Sebring HMA Physician Management, LLC (FL)
	  	100%
	 Sebring Hospital Management Associates, LLC (FL)
	  	100%
	 Seminole HMA, LLC (OK)
	  	100%
	 Seminole HMPN, LLC (OK)
	  	100%
	 SEPA Integrated Providers Alliance, LLC (DE)
	  	100%
	 SEPASC JV, LLC (DE)
	  	51%
	 Sharon Clinic Company, LLC (DE)
	  	100%
	 Sharon Home Care Services, LLC (DE)
	  	20%
	 Sharon Pennsylvania Holdings, LLC (DE)
	  	100%
	 Sharon Pennsylvania Hospital Company, LLC (DE)
	  	100%
	 Sharon Regional HBP Medical Group, LLC (DE)
	  	100%
	 Shelby Alabama Real Estate, LLC (DE)
	  	100%
	 Shelbyville Clinic Corp. (TN)
	  	100%
	 Shelbyville Home Care Services, LLC (DE)
	  	20%
	 Shelbyville Hospital Company, LLC (TN)
	  	100%
	 Sherman Hospital, L.P. (DE)
	  	100%
	 Sherman Medical Center, LLC (DE)
	  	100%
	 Siloam Springs Arkansas Hospital Company, LLC (DE)
	  	100%
	 Siloam Springs Clinic Company, LLC (DE)
	  	100%
	 Siloam Springs Holdings, LLC (DE)
	  	100%
	 Silver Creek MRI, LLC (AZ)
	  	100%
	 SJ Home Care, LLC (DE)
	  	20%
	 SkyRidge Clinical Associates, LLC (DE)
	  	100%
	 SLH, LLC (DE)
	  	100%
	 South Alabama Managed Care Contracting, Inc. (AL)
	  	100%
	 South Alabama Medical Management Services, Inc. (AL)
	  	100%
	 South Alabama Physician Services, Inc. (AL)
	  	100%
	 South Arkansas Physician Services, LLC (DE)
	  	100%
	 SouthCrest, L.L.C. (OK)
	  	100%
	 Southeast Alabama Maternity Center, LLC (AL)
	  	62.75%
	 Southeast HMA Holdings, LLC (DE)
	  	100%
	 Southern Texas Medical Center, LLC (DE)
	  	100%


  
 49 








			
	 Southside Physician Network, LLC (DE)
	  	100%
	 Southwest Florida HMA Holdings, LLC (DE)
	  	100%
	 Southwest Physicians Risk Retention Group, Inc. (SC)
	  	100%
	 Sparks PremierCare, L.L.C. (AR)
	  	100%
	 Spokane Home Care Services, LLC (DE)
	  	20%
	 Spokane Valley Washington Hospital Company, LLC (DE)
	  	100%
	 Spokane Washington Hospital Company, LLC (DE)
	  	100%
	 Spring Hill HMA Medical Group, LLC (FL)
	  	100%
	 Spring Hill HMA Physician Management, LLC (FL)
	  	100%
	 Springdale Home Care Services, LLC (DE)
	  	20%
	 Sprocket Medical Management, LLC (TX)
	  	100%
	 SS ParentCo., LLC (DE)
	  	100%
	 St. Cloud HMA Physician Management, LLC (FL)
	  	100%
	 St. Cloud Physician Management, LLC (FL)
	  	80%
	 St. Joseph Health System, LLC (DE)
	  	86.3%
	 St. Joseph Medical Group, Inc. (IN)
	  	100%
	 Starke HMA Medical Group, LLC (FL)
	  	60%
	 Starke HMA, LLC (FL)
	  	60%
	 Statesboro HMA Medical Group, LLC (GA)
	  	100%
	 Statesboro HMA Physician Management, LLC (GA)
	  	100%
	 Statesville HMA Medical Group, LLC (NC)
	  	100%
	 Statesville HMA Physician Management, LLC (NC)
	  	100%
	 Statesville HMA, LLC (NC)
	  	100%
	 Statesville PPM, LLC (NC)
	  	100%
	 StrokeCareNow, LLC (IN)
	  	44%
	 Summit Surgical Suites, LLC (IN)
	  	49%
	 Sumter HMA, LLC (FL)
	  	100%
	 Supply Chain Shared Service Center, LLC (DE)
	  	100%
	 Surgery Center of Midwest City, LLC (DE)
	  	36.76%
	 Surgery Center of Salem County, L.L.C. (NJ)
	  	90.9%
	 Surgical Center of Amarillo, LLC (DE)
	  	100%
	 Surgical Center of Carlsbad, LLC (DE)
	  	100%
	 Surgicare of Clarksville, LLC (TN)
	  	49%
	 Surgicare of Independence, Inc. (MO)
	  	100%
	 Surgicare of San Leandro, Inc. (CA)
	  	100%
	 Surgicare of Sherman, Inc. (TX)
	  	100%
	 Surgicare of Victoria, Inc. (TX)
	  	100%
	 Surgicare of Victoria, Ltd. (TX)
	  	100%
	 Surgicare Outpatient Center of Lake Charles, Inc. (LA)
	  	100%
	 Surgicenter of Johnson County, Inc. (KS)
	  	100%
	 Surgicenters of America, Inc. (AZ)
	  	100%
	 Susitna ASC Holdings, LLC (DE)
	  	65%
	 Susitna Surgery Center, LLC (DE)
	  	100%
	 SVRMC-HBP, LLC (DE)
	  	100%


  
 50 








			
	 Tennessee HMA Holdings, LP (DE)
	  	100%
	 Tennessee HMA Regional Service Center, LLC (TN)
	  	100%
	 Tennyson Holdings, LLC (DE)
	  	100%
	 Terrell Hospital, L.P. (DE)
	  	100%
	 Terrell Medical Center, LLC (DE)
	  	100%
	 Texas Bay Area Clinical Services, Inc. (TX)
	  	33%
	 Texas Mammography JV Holdings, LLC (DE)
	  	50%
	 Texas Women’s Imaging JV Holdings, LLC (DE)
	  	100%
	 The Sleep Disorder Center of Wyoming Valley, LLC (PA)
	  	100%
	 The Surgery Center of Ocala, LLC (TN)
	  	47.5%
	 The Surgery Center, LLC (MS)
	  	30%
	 The Vicksburg Clinic, LLC (DE)
	  	100%
	 Timberland Medical Group (TX)
	  	100%
	 TimberRidge Imaging Center, LLP (FL)
	  	47.5%
	 Tomball Ambulatory Surgery Center, L.P. (TX)
	  	100%
	 Tomball Clinic Asset Holding Company, LLC (DE)
	  	100%
	 Tomball Texas Equipment Ventures, LLC (TX)
	  	100%
	 Tomball Texas Holdings, LLC (DE)
	  	100%
	 Tomball Texas Home Care Services, LLC (DE)
	  	20%
	 Tomball Texas Hospital Company, LLC (DE)
	  	100%
	 Tomball Texas Ventures, LLC (DE)
	  	100%
	 Triad Corporate Services, Limited Partnership (DE)
	  	100%
	 Triad CSGP, LLC (DE)
	  	100%
	 Triad CSLP, LLC (DE)
	  	100%
	 Triad Healthcare System of Phoenix, L.P. (DE)
	  	100%
	 Triad Healthcare, LLC (DE)
	  	100%
	 Triad Holdings III, LLC (DE)
	  	100%
	 Triad Holdings IV, LLC (DE)
	  	100%
	 Triad Holdings V, LLC (DE)
	  	100%
	 Triad Holdings VI, Inc. (DE)
	  	100%
	 Triad Indiana Holdings, LLC (DE)
	  	86.3%
	 Triad Nevada Holdings, LLC (DE)
	  	100%
	 Triad of Alabama, LLC (DE)
	  	100%
	 Triad of Arizona (L.P.), Inc. (AZ)
	  	100%
	 Triad of Phoenix, Inc. (AZ)
	  	100%
	 Triad RC, Inc. (DE)
	  	100%
	 Triad-Arizona I, Inc. (AZ)
	  	100%
	 Triad-ARMC, LLC (DE)
	  	100%
	 Triad-Denton Hospital GP, LLC (DE)
	  	100%
	 Triad-Denton Hospital, L.P. (DE)
	  	100%
	 Triad-El Dorado, Inc. (AR)
	  	100%
	 Triad-Navarro Regional Hospital Subsidiary, LLC (DE)
	  	100%
	 Triad-South Tulsa Hospital Company, Inc. (OK)
	  	100%
	 Tri-Irish, Inc. (DE)
	  	100%


  
 51 








			
	 TROSCO, LLC (DE)
	  	100%
	 Troy Hospital Corporation (AL)
	  	100%
	 Tucson Home Care Services, LLC (DE)
	  	20%
	 Tug Valley Healthcare Alliance, Inc. (WV)
	  	100%
	 Tullahoma HMA Leasing, LLC (TN)
	  	100%
	 Tullahoma HMA Physician Management, LLC (TN)
	  	100%
	 Tullahoma HMA, LLC (TN)
	  	94.27%
	 Tunkhannock Clinic Company, LLC (DE)
	  	100%
	 Tunkhannock Hospital Company, LLC (DE)
	  	100%
	 Tunkhannock Hospital Physician Services, LLC (DE)
	  	100%
	 Valley Advanced Imaging, LLC (IN)
	  	30%
	 Valley Advanced MRI, LLC (IN)
	  	40%
	 ValleyCare Cardiology Group, LLC (DE)
	  	100%
	 Valparaiso Home Care Services, LLC (DE)
	  	20%
	 Van Buren H.M.A., LLC (AR)
	  	100%
	 Van Buren HMA Central Business Office, LLC (AR)
	  	100%
	 Vanderbilt-Gateway Cancer Center, G.P. (DE)
	  	40%
	 Venice HMA, LLC (FL)
	  	100%
	 Venice Home Care Services, LLC (DE)
	  	20%
	 Vero Beach Florida ASC, LLC (DE)
	  	51%
	 VHC Holdings, LLC (DE)
	  	100%
	 VHC Medical, LLC (DE)
	  	100%
	 Vicksburg Healthcare, LLC (DE)
	  	100%
	 Vicksburg HMA Physician Management, LLC (MS)
	  	100%
	 Vicksburg Surgical Center, LLC (DE)
	  	100%
	 Victoria Clinic Asset Holding Company, LLC (DE)
	  	100%
	 Victoria Hospital, LLC (DE)
	  	100%
	 Victoria of Texas, L.P. (DE)
	  	100%
	 Victoria Texas Home Care Services, LLC (DE)
	  	20%
	 Virginia Care Company, LLC (DE)
	  	100%
	 Virginia Hospital Company, LLC (VA)
	  	100%
	 VirtualHealthConnect, LLC (DE)
	  	100%
	 Warren Ohio Hospital Company, LLC (DE)
	  	100%
	 Warren Ohio Physician Services, LLC (DE)
	  	100%
	 Warren Ohio Rehab Hospital Company, LLC (DE)
	  	100%
	 Warsaw Health System, LLC (DE)
	  	99.08%
	 Washington Clinic Corp. (MS)
	  	100%
	 Washington Hospital Corporation (MS)
	  	100%
	 Washington Physician Corp. (MS)
	  	100%
	 WA-SPOK DH CRNA, LLC (DE)
	  	100%
	 WA-SPOK DH Urgent Care, LLC (DE)
	  	100%
	 WA-SPOK Kidney Care, LLC (DE)
	  	100%
	 WA-SPOK Medical Care, LLC (DE)
	  	100%
	 WA-SPOK Primary Care, LLC (DE)
	  	100%


  
 52 








			
	 WA-SPOK Pulmonary & Critical Care, LLC
(DE)
	  	100%
	 WA-SPOK VH CRNA, LLC (DE)
	  	100%
	 WA-SPOK VH Urgent Care, LLC (DE)
	  	100%
	 Wauchula HMA Physician Management, LLC (FL)
	  	100%
	 Waukegan Hospice, LLC (DE)
	  	20%
	 Weatherford Home Care Services, LLC (DE)
	  	20%
	 Weatherford Hospital Corporation (TX)
	  	100%
	 Weatherford Texas Hospital Company, LLC (TX)
	  	100%
	 Webb County Texas Home Care Services, LLC (DE)
	  	20%
	 Webb Hospital Corporation (DE)
	  	100%
	 Webb Hospital Holdings, LLC (DE)
	  	100%
	 Wesley Health System LLC (DE)
	  	100%
	 Wesley HealthTrust, Inc. (MS)
	  	100%
	 Wesley Physician Services, LLC (DE)
	  	100%
	 West Grove Home Care, LLC (DE)
	  	20%
	 West Grove Hospital Company, LLC (DE)
	  	100%
	 Western Arizona Regional Home Health and Hospice, LLC (AZ)
	  	20%
	 Westmed (TX)
	  	100%
	 WHMC, LLC (DE)
	  	100%
	 Wichita Falls Texas Home Care, LLC (TX)
	  	20%
	 Wilkes-Barre Academic Medicine, LLC (DE)
	  	100%
	 Wilkes-Barre Behavioral Hospital Company, LLC (DE)
	  	100%
	 Wilkes-Barre Behavioral Ventures, LLC (DE)
	  	100%
	 Wilkes-Barre Clinic Company, LLC (DE)
	  	100%
	 Wilkes-Barre Community Residential Unit, LLC (DE)
	  	100%
	 Wilkes-Barre Holdings, LLC (DE)
	  	100%
	 Wilkes-Barre Home Care Services, LLC (DE)
	  	20%
	 Wilkes-Barre Hospital Company, LLC (DE)
	  	100%
	 Wilkes-Barre Intermountain Clinic, LLC (DE)
	  	100%
	 Wilkes-Barre Personal Care Services, LLC (DE)
	  	100%
	 Wilkes-Barre Radiation Oncology, LLC (DE)
	  	51%
	 Williamson HMA Physician Management, LLC (DE)
	  	95.84%
	 Williamson Memorial Hospital, LLC (WV)
	  	95.84%
	 Wiregrass Clinic, LLC (DE)
	  	100%
	 Women & Children’s Hospital, LLC (DE)
	  	100%
	 Women’s Health Partners, LLC (DE)
	  	100%
	 Women’s Health Specialists of Birmingham, Inc. (AL)
	  	100%
	 Women’s Health Specialists of Carlisle, LLC (PA)
	  	100%
	 Woodland Heights Medical Center, LLC (DE)
	  	100%
	 Woodward Clinic Company, LLC (DE)
	  	100%
	 Woodward Health System, LLC (DE)
	  	100%
	 Woodward Home Care Services, LLC (DE)
	  	20%
	 Yakima HMA Physician Management, LLC (WA)
	  	100%
	 Yakima HMA, LLC (WA)
	  	100%


  
 53 








			
	 York Anesthesiology Physician Services, LLC (DE)
	  	100%
	 York Clinic Company, LLC (DE)
	  	100%
	 York Home Care Services, LLC (DE)
	  	20%
	 York Pathology Physician Services, LLC (DE)
	  	100%
	 York Pennsylvania Holdings, LLC (DE)
	  	100%
	 York Pennsylvania Hospital Company, LLC (DE)
	  	100%
	 Youngstown Home Care Services, LLC (DE)
	  	20%
	 Youngstown Ohio Hospital Company, LLC (DE)
	  	100%
	 Youngstown Ohio Laboratory Services Company, LLC (DE)
	  	100%
	 Youngstown Ohio Outpatient Services Company, LLC (DE)
	  	100%
	 Youngstown Ohio Physician Services Company, LLC (DE)
	  	100%
	 Youngstown Ohio PSC, LLC (DE)
	  	100%


  
 54 







 Schedule 3.18 

Insurance 
  

	*	On file with the Agent. 


  
 55 







 Schedule 3.19(a) 

Filing Offices 
  

							
	 	  	 Entity Name
	  	 Jurisdiction

of
 Formation
	  	 Filing Office

	1.	  	Foley Hospital Corporation	  	Alabama	  	Secretary of State of the State of Alabama
	2.	  	QHG of Enterprise, Inc.	  	Alabama	  	Secretary of State of the State of Alabama
	3.	  	Bullhead City Hospital Corporation	  	Arizona	  	Secretary of State of the State of Arizona
	4.	  	Fort Smith HMA, LLC	  	Arkansas	  	Secretary of State of the State of Arkansas
	5.	  	MCSA, L.L.C.	  	Arkansas	  	Secretary of State of the State of Arkansas
	6.	  	QHG of Springdale, Inc.	  	Arkansas	  	Secretary of State of the State of Arkansas
	7.	  	Triad-El Dorado, Inc.	  	Arkansas	  	Secretary of State of the State of Arkansas
	8.	  	Van Buren H.M.A., LLC	  	Arkansas	  	Secretary of State of the State of Arkansas
	9.	  	Abilene Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	10.	  	Abilene Merger, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	11.	  	Affinity Health Systems, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	12.	  	Affinity Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	13.	  	Berwick Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	14.	  	Birmingham Holdings II, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	15.	  	Birmingham Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	16.	  	Bluefield Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	17.	  	Bluefield Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	18.	  	Bluffton Health System LLC	  	Delaware	  	Secretary of State of the State of Delaware
	19.	  	Brownwood Hospital, L.P.	  	Delaware	  	Secretary of State of the State of Delaware
	20.	  	Brownwood Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	21.	  	Bullhead City Hospital Investment Corporation	  	Delaware	  	Secretary of State of the State of Delaware
	22.	  	Carlsbad Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	23.	  	Carolinas Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	24.	  	Carolinas JV Holdings General, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	25.	  	Carolinas JV Holdings, L.P.	  	Delaware	  	Secretary of State of the State of Delaware
	26.	  	Central Florida HMA Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	27.	  	Central States HMA Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	28.	  	Chestnut Hill Health System, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	29.	  	CHHS Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	30.	  	CHHS Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	31.	  	CHS Pennsylvania Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	32.	  	CHS Tennessee Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	33.	  	CHS Virginia Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	34.	  	CHS/Community Health Systems, Inc.	  	Delaware	  	Secretary of State of the State of Delaware
	35.	  	Clarksville Holdings II, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	36.	  	Clarksville Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	37.	  	Cleveland Tennessee Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	38.	  	College Station Hospital, L.P.	  	Delaware	  	Secretary of State of the State of Delaware
	39.	  	College Station Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	40.	  	College Station Merger, LLC	  	Delaware	  	Secretary of State of the State of Delaware


  
 56 








							
	 	  	 Entity Name
	  	 Jurisdiction

of
 Formation
	  	 Filing Office

	41.	  	Community Health Investment Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	42.	  	Community Health Systems, Inc.	  	Delaware	  	Secretary of State of the State of Delaware
	43.	  	CP Hospital GP, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	44.	  	CPLP, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	45.	  	Crestwood Healthcare, L.P.	  	Delaware	  	Secretary of State of the State of Delaware
	46.	  	Crestwood Hospital LP, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	47.	  	Crestwood Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	48.	  	CSMC, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	49.	  	Deaconess Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	50.	  	Deaconess Hospital Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	51.	  	Desert Hospital Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	52.	  	Detar Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	53.	  	DHFW Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	54.	  	Dukes Health System, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	55.	  	Florida HMA Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	56.	  	Gadsden Regional Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	57.	  	GRMC Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	58.	  	Hallmark Healthcare Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	59.	  	Health Management Associates, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	60.	  	Health Management Associates, LP	  	Delaware	  	Secretary of State of the State of Delaware
	61.	  	Health Management General Partner I, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	62.	  	Health Management General Partner, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	63.	  	HMA Hospitals Holdings, LP	  	Delaware	  	Secretary of State of the State of Delaware
	64.	  	HMA Services GP, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	65.	  	HMA-TRI Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	66.	  	Hobbs Medco, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	67.	  	Kirksville Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	68.	  	Lancaster Hospital Corporation	  	Delaware	  	Secretary of State of the State of Delaware
	69.	  	Las Cruces Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	70.	  	Lea Regional Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	71.	  	Longview Clinic Operations Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	72.	  	Longview Medical Center, L.P.	  	Delaware	  	Secretary of State of the State of Delaware
	73.	  	Longview Merger, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	74.	  	LRH, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	75.	  	Lutheran Health Network of Indiana, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	76.	  	Mary Black Health System LLC	  	Delaware	  	Secretary of State of the State of Delaware
	77.	  	Medical Center of Brownwood, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	78.	  	Mississippi HMA Holdings I, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	79.	  	Mississippi HMA Holdings II, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	80.	  	Moberly Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	81.	  	Natchez Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	82.	  	National Healthcare of Leesville, Inc.	  	Delaware	  	Secretary of State of the State of Delaware
	83.	  	Navarro Hospital, L.P.	  	Delaware	  	Secretary of State of the State of Delaware
	84.	  	Navarro Regional, LLC	  	Delaware	  	Secretary of State of the State of Delaware


  
 57 








							
	 	  	 Entity Name
	  	 Jurisdiction

of
 Formation
	  	 Filing Office

	85.	  	Northwest Arkansas Hospitals, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	86.	  	Northwest Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	87.	  	NOV Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	88.	  	NRH, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	89.	  	Oro Valley Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	90.	  	Palmer-Wasilla Health System, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	91.	  	Pennsylvania Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	92.	  	Phoenixville Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	93.	  	Pottstown Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	94.	  	QHG Georgia Holdings II, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	95.	  	QHG of Bluffton Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	96.	  	QHG of Fort Wayne Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	97.	  	Regional Hospital of Longview, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	98.	  	Ruston Hospital Corporation	  	Delaware	  	Secretary of State of the State of Delaware
	99.	  	Ruston Louisiana Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	100.	  	SACMC, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	101.	  	San Angelo Community Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	102.	  	San Angelo Medical, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	103.	  	Scranton Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	104.	  	Scranton Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	105.	  	Scranton Quincy Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	106.	  	Scranton Quincy Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	107.	  	Siloam Springs Arkansas Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	108.	  	Siloam Springs Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	109.	  	Southeast HMA Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	110.	  	Southern Texas Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	111.	  	Southwest Florida HMA Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	112.	  	Tennessee HMA Holdings, LP	  	Delaware	  	Secretary of State of the State of Delaware
	113.	  	Tennyson Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	114.	  	Tomball Texas Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	115.	  	Tomball Texas Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	116.	  	Triad Healthcare, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	117.	  	Triad Holdings III, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	118.	  	Triad Holdings IV, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	119.	  	Triad Holdings V, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	120.	  	Triad Nevada Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	121.	  	Triad of Alabama, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	122.	  	Triad-ARMC, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	123.	  	Triad-Navarro Regional Hospital Subsidiary, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	124.	  	Tunkhannock Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	125.	  	VHC Medical, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	126.	  	Vicksburg Healthcare, LLC	  	Delaware	  	Secretary of State of the State of Delaware


  
 58 








							
	 	  	 Entity Name
	  	 Jurisdiction

of
 Formation
	  	 Filing Office

	127.	  	Victoria Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	128.	  	Victoria of Texas, L.P.	  	Delaware	  	Secretary of State of the State of Delaware
	129.	  	Webb Hospital Corporation	  	Delaware	  	Secretary of State of the State of Delaware
	130.	  	Webb Hospital Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	131.	  	Wesley Health System LLC	  	Delaware	  	Secretary of State of the State of Delaware
	132.	  	WHMC, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	133.	  	Wilkes-Barre Behavioral Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	134.	  	Wilkes-Barre Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	135.	  	Wilkes-Barre Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	136.	  	Woodland Heights Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	137.	  	Woodward Health System, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	138.	  	Citrus HMA, LLC	  	Florida	  	Secretary of State of the State of Florida
	139.	  	HMA Santa Rosa Medical Center, LLC	  	Florida	  	Secretary of State of the State of Florida
	140.	  	Hospital Management Associates, LLC	  	Florida	  	Secretary of State of the State of Florida
	141.	  	Hospital Management Services of Florida, LP	  	Florida	  	Secretary of State of the State of Florida
	142.	  	Key West HMA, LLC	  	Florida	  	Secretary of State of the State of Florida
	143.	  	Naples HMA, LLC	  	Florida	  	Secretary of State of the State of Florida
	144.	  	Pasco Regional Medical Center, LLC	  	Florida	  	Secretary of State of the State of Florida
	145.	  	Port Charlotte HMA, LLC	  	Florida	  	Secretary of State of the State of Florida
	146.	  	Punta Gorda HMA, LLC	  	Florida	  	Secretary of State of the State of Florida
	147.	  	Venice HMA, LLC	  	Florida	  	Secretary of State of the State of Florida
	148.	  	QHG Georgia Holdings, Inc.	  	Georgia	  	Office of the Clerk of any Superior Court
	149.	  	QHG Georgia, LP	  	Georgia	  	Office of the Clerk of any Superior Court
	150.	  	Frankfort Health Partner, Inc.	  	Indiana	  	Secretary of State of the State of Indiana
	151.	  	QHG of Clinton County, Inc.	  	Indiana	  	Secretary of State of the State of Indiana
	152.	  	Biloxi H.M.A., LLC	  	Mississippi	  	Secretary of State of the State of Mississippi
	153.	  	Brandon HMA, LLC	  	Mississippi	  	Secretary of State of the State of Mississippi
	154.	  	Jackson HMA, LLC	  	Mississippi	  	Secretary of State of the State of Mississippi
	155.	  	Madison HMA, LLC	  	Mississippi	  	Secretary of State of the State of Mississippi
	156.	  	QHG of Forrest County, Inc.	  	Mississippi	  	Secretary of State of the State of Mississippi
	157.	  	QHG of Hattiesburg, Inc.	  	Mississippi	  	Secretary of State of the State of Mississippi
	158.	  	River Oaks Hospital, LLC	  	Mississippi	  	Secretary of State of the State of Mississippi
	159.	  	River Region Medical Corporation	  	Mississippi	  	Secretary of State of the State of Mississippi
	160.	  	ROH, LLC	  	Mississippi	  	Secretary of State of the State of Mississippi
	161.	  	Kennett HMA, LLC	  	Missouri	  	Secretary of State of the State of Missouri


  
 59 








							
	 	  	 Entity Name
	  	 Jurisdiction

of
 Formation
	  	 Filing Office

	 162.
	  	Poplar Bluff Regional Medical Center, LLC	  	Missouri	  	Secretary of State of the State of Missouri
	 163.
	  	NC-DSH, LLC	  	Nevada	  	Secretary of State of the State of Nevada
	 164.
	  	Salem Hospital Corporation	  	New Jersey	  	New Jersey Department of Treasury/Division of Revenue
	 165.
	  	Roswell Hospital Corporation	  	New Mexico	  	Secretary of State of the State of New Mexico
	 166.
	  	Statesville HMA, LLC	  	North Carolina	  	Secretary of State of the State of North Carolina
	 167.
	  	Clinton HMA, LLC	  	Oklahoma	  	Secretary of State of the State of Oklahoma
	 168.
	  	Kay County Hospital Corporation	  	Oklahoma	  	Secretary of State of the State of Oklahoma
	 169.
	  	Kay County Oklahoma Hospital Company, LLC	  	Oklahoma	  	Secretary of State of the State of Oklahoma
	 170.
	  	Marshall County HMA, LLC	  	Oklahoma	  	Secretary of State of the State of Oklahoma
	 171.
	  	Seminole HMA, LLC	  	Oklahoma	  	Secretary of State of the State of Oklahoma
	 172.
	  	Coatesville Hospital Corporation	  	Pennsylvania	  	Secretary of the Commonwealth
	 173.
	  	Chester HMA, LLC	  	South Carolina	  	Secretary of State of the State of South Carolina
	 174.
	  	Gaffney H.M.A., LLC	  	South Carolina	  	Secretary of State of the State of South Carolina
	 175.
	  	QHG of South Carolina, Inc.	  	South Carolina	  	Secretary of State of the State of South Carolina
	 176.
	  	QHG of Spartanburg, Inc.	  	South Carolina	  	Secretary of State of the State of South Carolina
	 177.
	  	Campbell County HMA, LLC	  	Tennessee	  	Secretary of State of the State of Tennessee
	 178.
	  	Cleveland Hospital Company, LLC	  	Tennessee	  	Secretary of State of the State of Tennessee
	 179.
	  	Cocke County HMA, LLC	  	Tennessee	  	Secretary of State of the State of Tennessee
	 180.
	  	Dyersburg Hospital Company, LLC	  	Tennessee	  	Secretary of State of the State of Tennessee
	 181.
	  	HMA Fentress County General Hospital, LLC	  	Tennessee	  	Secretary of State of the State of Tennessee
	 182.
	  	Hospital of Morristown, LLC	  	Tennessee	  	Secretary of State of the State of Tennessee
	 183.
	  	Jackson Hospital Corporation	  	Tennessee	  	Secretary of State of the State of Tennessee
	 184.
	  	Jefferson County HMA, LLC	  	Tennessee	  	Secretary of State of the State of Tennessee
	 185.
	  	Knoxville HMA Holdings, LLC	  	Tennessee	  	Secretary of State of the State of Tennessee


  
 60 








							
	 	  	 Entity Name
	  	 Jurisdiction

of
 Formation
	  	 Filing Office

	 186.
	  	Lakeway Hospital Company, LLC	  	Tennessee	  	Secretary of State of the State of Tennessee
	 187.
	  	Lebanon HMA, LLC	  	Tennessee	  	Secretary of State of the State of Tennessee
	 188.
	  	Martin Hospital Company, LLC	  	Tennessee	  	Secretary of State of the State of Tennessee
	 189.
	  	Metro Knoxville HMA, LLC	  	Tennessee	  	Secretary of State of the State of Tennessee
	 190.
	  	Shelbyville Hospital Company, LLC	  	Tennessee	  	Secretary of State of the State of Tennessee
	 191.
	  	Tullahoma HMA, LLC	  	Tennessee	  	Secretary of State of the State of Tennessee
	 192.
	  	Granbury Hospital Corporation	  	Texas	  	Secretary of State of the State of Texas
	 193.
	  	Laredo Texas Hospital Company, L.P.	  	Texas	  	Secretary of State of the State of Texas
	 194.
	  	Weatherford Hospital Corporation	  	Texas	  	Secretary of State of the State of Texas
	 195.
	  	Weatherford Texas Hospital Company, LLC	  	Texas	  	Secretary of State of the State of Texas
	 196.
	  	Emporia Hospital Corporation	  	Virginia	  	State Corporation Commission
	 197.
	  	Franklin Hospital Corporation	  	Virginia	  	State Corporation Commission
	 198.
	  	Virginia Hospital Company, LLC	  	Virginia	  	State Corporation Commission
	 199.
	  	Oak Hill Hospital Corporation	  	West Virginia	  	Secretary of State of the State of West Virginia


  
 61 







 Schedule 3.19(c) 

Mortgage Filing Offices 
  

					
	 	  	 Property Name/Address
	  	 Filing Office

	1.	  	Flowers Hospital
4370 West Main Street
Dothan, AL 36305	  	Houston County, AL
			
	2.	  	Gadsden Regional Medical Center
1007 Goodyear Avenue
Gadsden, AL 35903	  	Etowah County, AL
			
	3.	  	Medical Center Enterprise 
400 North Edwards St. 
Enterprise, AL 36330	  	Coffee County, AL
			
	4.	  	Northwest Medical Center 
6200 N. LaCholla Blvd. 
Tucson, AZ 85741	  	Pima County, AZ
			
	5.	  	Oro Valley Hospital 
1551 E. Tangerine Road 
Oro Valley, AZ 85755	  	Pima County, AZ
			
	6.	  	Bluffton Regional Medical Center
303 South Main Street
Bluffton, IN 46714	  	Wells County, IN
			
	7.	  	Dukes Memorial Hospital
275 W. 12th Street
Peru, IN 46970	  	Miami County, IN
			
	8.	  	Merit Health River Region
2100 Highway 61 North/1111 N. Frontage Road
Vicksburg, MS 39183	  	Warren County, MS
			
	9.	  	Merit Health Wesley [(f/k/a Wesley Medical Center)]
5001 Hardy Street
Hattiesburg, MS 39402	  	Lamar and Forrest Counties, MS
			
	10.	  	 Moberly Regional Medical Center
 1515 Union
Avenue
 Moberly, MO 65270
	  	Shelby and Randolph counties, MO
			
	11.	  	Memorial Hospital of Salem County
310 Woodstown Road
Salem, NJ 08079	  	Salem & Gloucester Counties, NJ
			
	12.	  	Carlsbad Medical Center 
2430 West Pierce St 
Carlsbad, NM 88220	  	Eddy County, NM
			
	13.	  	Eastern New Mexico Medical Center
405 West Country Club Road
Roswell, NM 88201	  	Chaves County, NM
			
	14.	  	Lea Regional Medical Center 
5419 N. Lovington Highway
Hobbs, NM 88240	  	Lea County, NM
			
	15.	  	Mountain View Regional Medical Center
4311 East Lohman Avenue
Las Cruces, NM 88011	  	Dona Ana County, NM
			
	16.	  	AllianceHealth Ponca City
1900 North 14th Street 
Ponca City, OK 74601	  	Kay County, OK


  
 62 








					
	 	  	 Property Name/Address
	  	 Filing Office

	17.	  	Berwick Hospital Center 
701 East 16th Street 
Berwick, PA 18603	  	Columbia & Luzerne Counties, PA
			
	18.	  	Moses Taylor Hospital 
700 Quincy Avenue 
Scranton, PA 18510	  	Lackawanna County, PA
			
	19.	  	Regional Hospital of Scranton
746 Jefferson Ave
Scranton, PA 18510	  	Lackawanna County, PA
			
	20.	  	Tyler Memorial Hospital 
5950 SR6
Tunkhannock, PA 18657	  	Wyoming County, PA
			
	21.	  	 Wilkes-Barre General Hospital
 575 North River
Street
 Wilkes-Barre, PA 18702
  

Thomas P. Saxton Medical Pavilion
 468 Northampton Street

Edwardsville, PA 18704
  

Wyoming Valley Imaging Center
 345 N. Pennsylvania Avenue

Wilkes-Barre, PA 18702
	  	Luzerne County, PA
			
	22.	  	 First Hospital
 562 and 534 Wyoming
Avenue
Kingston, PA 18704
  
 Community Counseling Services

110-130 S. Pennsylvania Avenue (a/k/a 101 E. Northampton)

Wilkes-Barre, PA 18701
 92 S. Franklin Street

Wilkes-Barre, PA 18701
 320 S. Franklin Street

Wilkes-Barre, PA 18702
 3504 Bear Creek

Bear Creek, PA 18602
  

First Hospital – Patient Resident House
 76 South Dawes
Avenue
 Kingston, PA 18704
	  	Luzerne County, PA
			
	23.	  	Carolinas Hospital System 
805 Pamplico Highway 
Florence, SC 29505	  	Florence County, SC
			
	24.	  	Carolinas Hospital System – Marion (f/k/a Marion Regional Hospital)
2829 E. Highway 76
Mullins, SC 29574	  	Marion County, SC
			
	25.	  	Mullins Nursing Center 
518 S. Main Street 
Mullins, SC 29574	  	Marion County, SC


  
 63 








					
	 	  	 Property Name/Address
	  	 Filing Office

	26.	  	Springs Memorial Hospital 
800 W. Meeting Street 
Lancaster, SC 29720	  	Lancaster County, SC
			
	27.	  	 Tennova – Dyersburg Regional
(f/k/a Dyersburg Regional Medical Center)

400 E. Tickle Street 
Dyersburg, TN 38024
	  	Dyer and Lauderdale Counties, TN
			
	28.	  	Tennova – Lakeway Regional Hospital (f/k/a Lakeway Regional Hospital)
726 McFarland Street 
Morristown, TN 37814	  	Hamblen County, TN
			
	29.	  	 Tennova Healthcare-Cleveland
 2305 Chambliss
Avenue NW
 Cleveland, TN 37311
	  	Bradley County, TN
			
	30.	  	Tennova- Volunteer Martin 
161 Mt. Pelia Road 
Martin, TN 38237	  	Weakley County, TN
			
	31.	  	College Station Medical Center
1604 Rock Prairie Road
College Station, TX 77845	  	Brazos County, TX
			
	32.	  	DeTar Healthcare System 
506 E. San Antonio Street
Victoria, TX 77901	  	Victoria County, TX
			
	33.	  	DeTar Healthcare System
101 Medical Drive 
Victoria, TX 77904	  	Victoria County, TX
			
	34.	  	Southern Virginia Regional Medical Center
727 North Main Street
Emporia, VA 23847	  	Greensville County, VA
			
	35.	  	Southampton Memorial Hospital
100 Fairview Drive
Franklin, VA 23851	  	Southampton County, VA
			
	36.	  	 Bluefield Regional Medical Center
 500 Cherry
Street (821 Bluefield Avenue)
Bluefield, WV 24701
	  	Mercer County, WV
			
	37.	  	 Trinity Medical Center
 800 Montclair Road

Birmingham, AL 35213 (Jefferson)
 (No longer an operating
hospital)
  
 and

 
 Grandview Medical Center

3690 Grandview Parkway
 Birmingham, AL 35243
	  	Jefferson County, AL
			
	38.	  	Medical Center of South Arkansas
700 W. Grove Street
El Dorado, AR 71730	  	Union County, AR
			
	39.	  	Western Arizona Regional Medical Center
2735 Silver Creek Road
Bullhead City, AZ 86442	  	Mohave County, AZ


  
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	 	  	 Property Name/Address
	  	 Filing Office

	40.	  	 Longview Regional Medical Center
 2901 N. Fourth
Street
 Longview, TX 75605
	  	Gregg County, AR
			
	41.	  	Northwest Medical Center
Springdale
609 W. Maple Ave 
Springdale, AR 72764	  	Washington County, AR
			
	42.	  	 Willow Creek Women’s Hospital
 4301
Greathouse Springs Rd.
 Johnson, AR 72741
	  	Washington County, AR
			
	43.	  	 Northwest Medical Center – Bentonville

3000 Medical Center Pkwy.
Bentonville, AR 72712
	  	Benton County, AR
			
	44.	  	Tennova- Newport Medical Center 
435 Second Street 
Newport, TN 37821	  	Cocke County, TN
			
	45.	  	Seven Rivers Regional Medical Center
6201 N. Suncoast Blvd. 
Crystal River, FL 34428	  	Citrus County, FL
			
	46.	  	 Sparks Health System
 1001 Towson Avenue
Fort
Smith, AR 72901
	  	Sebastian County, AR
			
	47.	  	Merit Health Madison
161 River Oaks Drive
Canton, MS 39046	  	Madison County, MS
			
	48.	  	 Tennova-Physicians Regional Medical Center
 900
East Oak Hill Ave.
 Knoxville, TN 37917
	  	Knox County, TN
			
	49.	  	 Tennova- Turkey Creek Medical Center
 10820
Parkside Drive
 Knoxville, TN 37934
	  	Knox County, TN
			
	50.	  	Tennova- North Knoxville Medical Center 
7565 Dannaher Drive
Knoxville, TN 37849	  	Knox County, TN
			
	51.	  	Physicians Regional Medical Center (Pine Ridge)
6101 Pine Ridge Road
Naples, FL 34119	  	Collier County, FL
			
	52.	  	Physicians Regional Medical Center
(Collier Blvd. and MOB)
8300 Collier Blvd.
Naples, FL 34114	  	Collier County, FL
			
	53.	  	 Poplar Bluff Regional Medical Center
 3100 Oak
Grove Road
 Poplar Bluff, MO 63901
	  	Butler County, MO
			
	54.	  	Bayfront Health Port Charlotte
2500 Harbor Boulevard
Port Charlotte, FL 33952	  	Charlotte County, FL


  
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	 	  	 Property Name/Address
	  	 Filing Office

	55.	  	Bayfront Health Punta Gorda
809 E. Marion Avenue
Punta Gorda, FL 33950	  	Charlotte County, FL
			
	56.	  	Riverside Behavioral Center 
733 E. Olympia Ave.
Punta Gorda, FL 33950	  	Charlotte County, FL
			
	57.	  	Merit Health River Oaks 
1030 River Oaks Drive 
Flowood, MS 39232	  	Rankin County, MS
			
	58.	  	 Merit Health Woman’s Hospital
 1026 N.
Flowood Drive
Flowood, MS 39232
	  	Rankin County, MS
			
	59.	  	 Davis Regional Medical Center
 218 Old
Mocksville Road
 Statesville, NC 28625
	  	Iredell County, NC
			
	60.	  	Venice Regional Medical Center
540 The Rialto
Venice, FL 34285	  	Sarasota County, FL
			
	61.	  	Merit Health Natchez
54 Seargent S Prentiss Drive
Natchez, MS 39120	  	Adams County, MS
			
	62.	  	Crestwood Medical Center 
One Hospital Drive SW 
Huntsville, AL 35801-6455	  	Madison County, AL
			
	63.	  	Bayfront Health Dade City
13100 Fort King Road
Dade City, FL 33525	  	Pasco County, FL
			
	64.	  	Mary Black Health System-Gaffney
1530 N. Limestone St.
Gaffney, SC 29340	  	Cherokee County, SC
			
	65.	  	Mary Black Health System 
1700 Skylyn Drive
Spartanburg, SC 29307	  	Spartanburg County, SC
			
	66.	  	Tennova Healthcare-Lebanon 
1411 W. Baddour Parkway 
Lebanon, TN 37087	  	Wilson County, TN
			
	67.	  	Laredo Medical Center
1700 East Saunders Street
Laredo, TX 78041	  	Webb County, TX


  
 66 







 Schedule 3.21 

Collective Bargaining Agreements 
  

	*	On file with the Agent. 


  
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