Amended and Restated Credit Agreement



 Exhibit 10.2 

 
  
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 dated as of 

July 25, 2007, 
 as amended and restated as of November 5, 2010, and February 2, 2012, 

among 

CHS/COMMUNITY HEALTH SYSTEMS, INC., 
 COMMUNITY HEALTH SYSTEMS, INC., 
 THE LENDERS PARTY HERETO 

and 
 CREDIT
SUISSE AG, 
 as Administrative Agent and Collateral Agent 

 
  

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

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 
 and 
 WELLS FARGO SECURITIES, LLC, 

as Joint Bookrunners and Joint Lead Arrangers 
 BANK OF AMERICA, N.A. 
 and 

CITIBANK, N.A., 

as Co-Documentation Agents 
 JPMORGAN CHASE BANK, N.A. 
 and 

WELLS FARGO BANK, N.A., 
 as Co-Syndication Agents 
  

 







 Table of Contents 

					
		
	 	  	Page	 
	
	ARTICLE I	  
	
	Definitions	  
		
	 SECTION 1.01. Defined Terms
	  	 	2	  
	 SECTION 1.02. Terms Generally
	  	 	37	  
	 SECTION 1.03. Pro Forma Calculations
	  	 	38	  
	 SECTION 1.04. Classification of Loans and Borrowings
	  	 	38	  
		
	ARTICLE II	  			
		
	The Credits	  			
		
	 SECTION 2.01. Commitments
	  	 	38	  
	 SECTION 2.02. Loans
	  	 	39	  
	 SECTION 2.03. Borrowing Procedure
	  	 	41	  
	 SECTION 2.04. Evidence of Debt; Repayment of Loans
	  	 	42	  
	 SECTION 2.05. Fees
	  	 	43	  
	 SECTION 2.06. Interest on Loans
	  	 	43	  
	 SECTION 2.07. Default Interest
	  	 	44	  
	 SECTION 2.08. Alternate Rate of Interest
	  	 	44	  
	 SECTION 2.09. Termination and Reduction of Commitments
	  	 	44	  
	 SECTION 2.10. Conversion and Continuation of Borrowings
	  	 	45	  
	 SECTION 2.11. Repayment of Term Borrowings
	  	 	47	  
	 SECTION 2.12. Optional Prepayment
	  	 	48	  
	 SECTION 2.13. Mandatory Prepayments
	  	 	49	  
	 SECTION 2.14. Reserve Requirements; Change in Circumstances
	  	 	51	  
	 SECTION 2.15. Change in Legality
	  	 	52	  
	 SECTION 2.16. Indemnity
	  	 	53	  
	 SECTION 2.17. Pro Rata Treatment
	  	 	54	  
	 SECTION 2.18. Sharing of Setoffs
	  	 	54	  
	 SECTION 2.19. Payments
	  	 	55	  
	 SECTION 2.20. Taxes
	  	 	55	  
	 SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate
	  	 	57	  
	 SECTION 2.22. Swingline Loans
	  	 	59	  
	 SECTION 2.23. Letters of Credit
	  	 	60	  
	 SECTION 2.24. Incremental Term Loans
	  	 	65	  
	 SECTION 2.25. Loan Modification Offers; Replacement Revolving Credit Facility
	  	 	67	  

  







 Table of Contents 

(continued) 

Page 

ARTICLE III 

Representations and Warranties 
  

					
	 SECTION 3.01. Organization; Powers
	  	 	69	  
	 SECTION 3.02. Authorization
	  	 	69	  
	 SECTION 3.03. Enforceability
	  	 	70	  
	 SECTION 3.04. Governmental Approvals
	  	 	70	  
	 SECTION 3.05. Financial Statements
	  	 	70	  
	 SECTION 3.06. No Material Adverse Change
	  	 	70	  
	 SECTION 3.07. Title to Properties; Possession Under Leases
	  	 	70	  
	 SECTION 3.08. Subsidiaries
	  	 	71	  
	 SECTION 3.09. Litigation; Compliance with Laws
	  	 	71	  
	 SECTION 3.10. Agreements
	  	 	72	  
	 SECTION 3.11. Federal Reserve Regulations
	  	 	72	  
	 SECTION 3.12. Investment Company Act
	  	 	72	  
	 SECTION 3.13. Use of Proceeds
	  	 	72	  
	 SECTION 3.14. Tax Returns
	  	 	72	  
	 SECTION 3.15. No Material Misstatements
	  	 	72	  
	 SECTION 3.16. Employee Benefit Plans
	  	 	73	  
	 SECTION 3.17. Environmental Matters
	  	 	73	  
	 SECTION 3.18. Insurance
	  	 	73	  
	 SECTION 3.19. Security Documents
	  	 	73	  
	 SECTION 3.20. Location of Real Property and Leased Premises
	  	 	75	  
	 SECTION 3.21. Labor Matters
	  	 	75	  
	 SECTION 3.22. Solvency
	  	 	75	  
	 SECTION 3.23. Sanctioned Persons
	  	 	75	  

 ARTICLE IV 
 Conditions of Lending 
  

					
	 SECTION 4.01. All Credit Events
	  	 	76	  
	 SECTION 4.02. [Intentionally Omitted.]
	  	 	76	  
		
	ARTICLE V	  			
		
	Affirmative Covenants	  			
		
	 SECTION 5.01. Existence; Compliance with Laws; Businesses and Properties
	  	 	77	  
	 SECTION 5.02. Insurance
	  	 	77	  









					
	 Table of Contents
 (continued)
	  			
		
	 	  	Page	 
		
	 SECTION 5.03. Obligations and Taxes
	  	 	78	  
	 SECTION 5.04. Financial Statements, Reports, etc
	  	 	78	  
	 SECTION 5.05. Litigation and Other Notices
	  	 	80	  
	 SECTION 5.06. Information Regarding Collateral
	  	 	80	  
	 SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings
	  	 	80	  
	 SECTION 5.08. Use of Proceeds
	  	 	81	  
	 SECTION 5.09. Employee Benefits
	  	 	81	  
	 SECTION 5.10. Compliance with Environmental Laws
	  	 	81	  
	 SECTION 5.11. Preparation of Environmental Reports
	  	 	81	  
	 SECTION 5.12. Further Assurances
	  	 	81	  
	 SECTION 5.13. Proceeds of Certain Dispositions
	  	 	83	  
	 SECTION 5.14. Operation of Facilities
	  	 	83	  
		
	ARTICLE VI	  			
		
	Negative Covenants	  			
		
	 SECTION 6.01. Indebtedness
	  	 	83	  
	 SECTION 6.02. Liens
	  	 	86	  
	 SECTION 6.03. Sale and Lease-Back Transactions
	  	 	89	  
	 SECTION 6.04. Investments, Loans and Advances
	  	 	90	  
	 SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions
	  	 	94	  
	 SECTION 6.06. Restricted Payments; Restrictive Agreements
	  	 	95	  
	 SECTION 6.07. Transactions with Affiliates
	  	 	97	  
	 SECTION 6.08. Business of Parent, Borrower and Subsidiaries
	  	 	98	  
	 SECTION 6.09. Other Indebtedness
	  	 	98	  
	 SECTION 6.10. Practice Guarantees
	  	 	99	  
	 SECTION 6.11. Capital Expenditures
	  	 	99	  
	 SECTION 6.12. Interest Coverage Ratio
	  	 	100	  
	 SECTION 6.13. Maximum Leverage Ratio
	  	 	100	  
	 SECTION 6.14. Fiscal Year
	  	 	100	  

 ARTICLE VII 
 Events of Default 
 ARTICLE VIII 

The Administrative Agent and the Collateral Agent 







 Table of Contents 

(continued) 
  

					
		
	 	  	Page	 
		
	 ARTICLE IX
  

Miscellaneous
  
	  	 	 
	 SECTION 9.01. Notices
	  	 	106	  
	 SECTION 9.02. Survival of Agreement
	  	 	108	  
	 SECTION 9.03. Binding Effect
	  	 	109	  
	 SECTION 9.04. Successors and Assigns
	  	 	109	  
	 SECTION 9.05. Expenses; Indemnity
	  	 	113	  
	 SECTION 9.06. Right of Setoff
	  	 	115	  
	 SECTION 9.07. Applicable Law
	  	 	115	  
	 SECTION 9.08. Waivers; Amendment
	  	 	115	  
	 SECTION 9.09. Certain Releases of Guarantees and Security Interests
	  	 	116	  
	 SECTION 9.10. Interest Rate Limitation
	  	 	118	  
	 SECTION 9.11. Entire Agreement
	  	 	118	  
	 SECTION 9.12. WAIVER OF JURY TRIAL
	  	 	118	  
	 SECTION 9.13. Severability
	  	 	119	  
	 SECTION 9.14. [Reserved].
	  	 	119	  
	 SECTION 9.15. Headings
	  	 	119	  
	 SECTION 9.16. Jurisdiction; Consent to Service of Process
	  	 	119	  
	 SECTION 9.17. Confidentiality
	  	 	120	  
	 SECTION 9.18. USA PATRIOT Act Notice
	  	 	120	  
	 SECTION 9.19. Effect of Certain Inaccuracies
	  	 	121	  
	 SECTION 9.20. Pari Passu Obligations
	  	 	121	  








 Table of Contents 

(continued) 
  

					
	  	 	 	    	Page
	 SCHEDULES
	 		    	
	 Schedule 1.01(a)
	 	-	    	Existing Letters of Credit
	 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 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








 CREDIT AGREEMENT dated as of July 25, 2007, as amended and restated as
of November 5, 2010, and February 2, 2012, 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, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the
“Collateral Agent”) for the Lenders. 
 PRELIMINARY STATEMENT 

The Borrower, Parent, the lenders party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent and
collateral agent, have previously entered into a Credit Agreement dated as of July 25, 2007 (the “Original Credit Agreement”). 
 On the First Restatement Effective Date, (a) certain Original Funded Term Loans (such term and each other capitalized term used and not otherwise defined in this Preliminary Statement having the
meaning assigned thereto in Article I) and Original Delayed Draw Term Loans were converted to Extended Term Loans pursuant to the First Amendment and Restatement Agreement, and all other Original Funded Term Loans and Original Delayed Draw Term
Loans were redesignated as Non-Extended Funded Term Loans or Non-Extended Delayed Draw Term Loans, as applicable, and (b) the Original Credit Agreement was amended and restated in the form attached as Exhibit A to the First Amendment and
Restatement Agreement (as so amended and restated, the “Existing Credit Agreement”). 
 On the Second
Restatement Effective Date, (a) certain Non-Extended Funded Term Loans and Non-Extended Delayed Draw Term Loans will be converted to Extended Term Loans pursuant to the Second Amendment and Restatement Agreement and (b) the Existing Credit
Agreement will be amended and restated in the form of this Agreement. 
 The proceeds of the Original Term Loans were used for
the purposes set forth in the Original Credit Agreement. The proceeds of the Revolving Loans and the Swingline Loans are to be used by the Borrower and the Subsidiaries from time to time 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. 







 Accordingly, 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:

 “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. 

“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 Federal Funds Effective 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%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective 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 Federal Funds Effective 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 Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective on the effective date of such change in the Prime Rate, the Federal
Funds Effective Rate or the Adjusted LIBO Rate, as the case may be. 
 “Applicable Percentage” shall
mean, for any day (a) with respect to any (i) Eurodollar Non-Extended Term Loan, 2.25% per annum, or (ii) Eurodollar Extended Term Loan, 3.50% per annum, (b) with respect to any (i) ABR Non-Extended Term Loan,
1.25% per annum, or (ii) ABR Extended Term Loan, 2.50% per annum, and (c) (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 Leverage Ratio as of the relevant date of determination: 
  

							
	 Leverage
 Ratio
	 	Eurodollar
Spread—
Revolving
Loans	 	ABR 
Spread—
Revolving
Loans	 	Revolving
Credit
Commitment
Fee Rate
	 Category 1
  

Greater than or equal to 4.5 to 1.00
	 	2.25%	 	1.25%	 	0.50%
				
	 Category 2
  

Less than 4.5 to 1.00 and greater than or equal to 3.5 to 1.00
	 	2.00%	 	1.00%	 	0.50%
				
	 Category 3
  

Less than 3.5 to 1.00
	 	1.75%	 	0.75%	 	0.375%

 Each change in the Applicable Percentage resulting from a change in the Leverage Ratio shall be effective with respect to
all 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. Notwithstanding the foregoing, (a) 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), or (b) at any time after the
occurrence and during the continuance of an Event of Default, the Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Percentage. 
 “Arranger” shall mean Credit Suisse Securities (USA) LLC. 

“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)) 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 $30,000,000 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 Closing 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 replacement property or (y) the proceeds of such sale or disposition are applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise,
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; 







 (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 consisting of the granting of Liens permitted by Section 6.02;
and 
 (xii) any sale, transfer or other disposition or series of related sales, transfers or other dispositions having a value
not in excess of $5,000,000. 
 “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, 50% of Excess Cash Flow for such years, 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. 

“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 (a) 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, or (b) a Swingline Loan. 

“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. 







 “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). 

“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, the 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. 







 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, (b) a majority of the seats (other than vacant seats) on the board of directors of Parent shall at any time be occupied by
persons who were neither (i) nominated by the board of directors of Parent nor (ii) appointed by directors so nominated, (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, Extended Term Loans, Non-Extended Funded Term Loans, Non-Extended Delayed Draw Term Loans, Other Term Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a
Revolving Credit Commitment, any Incremental Term Loan Commitment or Swingline 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, Incremental Term Loan Commitment and Swingline Commitment. 
 “Commitment Fees” shall mean the Revolving Credit Commitment Fees. 
 “Confidential Information Memorandum” shall mean the Confidential Information Memorandum of the Borrower dated June 2007. 







 “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 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, 

(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) in each case to the extent that the aggregate amount of all such costs, expenses and payments added to Consolidated Net
Income pursuant to this clause (a)(xii), together with all cash payments made during such period and referred to in clause (b)(ii) below, does not exceed 10.0% of Consolidated EBITDA for such period, and 

(xiii) 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) to the extent the amount thereof, when combined with the aggregate amount of all costs, expenses and payments added to Consolidated Net Income during such period pursuant to clause (a)(xii) above exceeds
10.0% of Consolidated EBITDA for such period, 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)(xiii) above in a previous
period. 
 “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, and (ii) 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, swingline,
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 and cash equivalents, current and deferred tax assets and Permitted Investments) 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 and (c) outstanding Revolving Loans and
Swingline Loans. 
 “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, (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, 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. 

“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
each case at any time on or prior to the first anniversary of the Extended Term Loan Maturity Date, 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 Extended Term Loan Maturity Date. 
 “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.

 “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. 
 “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 the same may be amended from time to time. 







 “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 or in reorganization, 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.

 “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) the proceeds of business interruption insurance received by Parent, the Borrower and the Subsidiaries during such fiscal year to the extent not otherwise included in such
Consolidated Net Income, and (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) 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, 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 or equity issuances, to the extent such proceeds would not be included in Consolidated Net Income,
(vi) 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 connection with any prepayment of Indebtedness to the
extent not deducted in determining Consolidated Net Income for such fiscal year, (vii) cash expenditures in respect of Hedging Agreements to the extent not deducted in determining Consolidated Net Income for such fiscal year,
(viii) 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), and (ix) 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 cash charges described in clauses
(i) (x) through (y) of the third sentence of the definition of Consolidated Net Income and included in arriving at such Consolidated Net Income; provided that in no event shall the calculation of Excess Cash Flow include any
insurance proceeds (other than business interruption insurance) 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) income or franchise taxes imposed on (or measured by) its net income 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 Foreign 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 Foreign Lender as a result of any law in effect
(including FATCA) at the time such Administrative Agent or Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Administrative Agent or Foreign Lender’s failure to comply with
Section 2.20(e), except to the extent that such Administrative Agent or Foreign 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 have the meaning assigned to such term in the Preliminary Statement. 
 “Existing Letter of
Credit” shall mean each Letter of Credit previously issued for the account of the Borrower or Triad that (a) was outstanding on the Closing Date and (b) is listed on Schedule 1.01(a). 

“Extended Term Loan” shall mean an Original Term Loan that was converted to an “Extended Term
Loan” pursuant to the First Amendment and Restatement Agreement or the Second Amendment and Restatement Agreement. 

“Extended Term Loan Lender” shall mean, at any time, any Lender that has an Extended Term Loan at such time.

 “Extended Term Loan Maturity Date” shall mean January 25, 2017, provided that the
Extended Term Loan Maturity Date shall instead be April 15, 2015 unless, on or prior to April 15, 2015, all but $50,000,000 aggregate principal amount of the Senior Notes shall have been repaid, redeemed, defeased or otherwise satisfied in
full, provided further that if such repayment, redemption, defeasance or other satisfaction shall have been financed, in whole or in part, with the proceeds of Indebtedness, such Indebtedness shall have a maturity date that is at least 91
days after January 25, 2017. 
 “Extended Term Loan Repayment Date” shall have the meaning assigned
to such term in Section 2.11(a)(iii). 
 “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, and any
regulations or official interpretations thereof issued after the date of this Agreement. 
 “Federal Funds Effective
Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by
the Federal Reserve Bank of New York, or, if such rate is not so published for 







 
any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing
selected by it. 
 “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 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. 

“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. 
 “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. 

“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 Second Restatement Effective Date owned or used by the Borrower and the
Subsidiaries. 
 “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 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 Amount” shall
mean, at any time, the excess, if any, of (a) $1,000,000,000 over (b) the aggregate amount of all Incremental Term Loan Commitments established prior to such time pursuant to Section 2.24 (whether in respect of Other Term Loans, Other
Term A Loans or otherwise); provided, however, that, to the extent the proceeds of any Incremental Term Loans are used concurrently with the incurrence thereof to prepay then-outstanding Term Loans the establishment of such Incremental
Term Loan Commitments shall not reduce the Incremental Term Loan Amount; provided, further, however, that the aggregate amount of all Incremental Term Loan Commitments established pursuant to Section 2.24 in respect of
Other Term A Loans shall not exceed $750,000,000. 
 “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. 
 “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(b). Incremental Term Loans may be made in the form of additional Extended Term 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 (w) Practice
Guarantees, (x) wholly contingent earnouts 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.

 “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 (including any Swingline 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, 9 or 12 months thereafter, as the Borrower may elect; provided, however, that (a) 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, and (b) no Eurodollar Borrowing comprised of Extended Term Loans may be converted to or continued as a Eurodollar Borrowing with an Interest Period of one month or two months. 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,
(a) Credit Suisse AG, acting through any of its Affiliates or branches, in its capacity as an issuer of Letters of Credit hereunder, (b) Wells Fargo Bank, N.A., acting through any of its Affiliates or branches, in its capacity as an issuer
of Letters of Credit hereunder, (c) with respect to each Existing Letter of Credit, the Lender that issued such Existing Letter of Credit, and (d) 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. 

“Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.05(c). 

“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. Unless the context clearly indicates otherwise, the term “Lenders” shall
include the Swingline Lender. 
 “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 Significant Asset Sale occurs, the Leverage Ratio shall be determined on a pro forma basis in accordance with Section 1.03.








 “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 Leverage Ratio on such date would be 0.25 to 1.00 lower than the maximum Leverage Ratio permitted to be maintained by Parent pursuant to
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. 
 “LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m.
(London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in dollars (as set forth by any service selected by
the Administrative Agent that has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent
that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at
which deposits in dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the beginning of such Interest Period. 
 “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. 

“Liquidity Condition” shall mean, on any date, after giving pro forma effect to any Specified Transaction to
occur on such date, that the sum of the aggregate unused and available Revolving Credit Commitments and unrestricted cash on hand at Parent and its subsidiaries would exceed $250,000,000. 

“Loan Documents” shall mean this Agreement, the First Amendment and Restatement Agreement, the Second Amendment
and Restatement Agreement, the Letters of Credit, the Security Documents, each Incremental Term Loan Assumption Agreement, any Pari Passu Intercreditor Agreement, any Loan Modification Agreement 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, the Term Loans and the Swingline 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. 
 “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 $50,000,000. 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. 

“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 pursuant to Section 5.12 of the Original Credit Agreement, the Existing Credit Agreement or this Agreement, each
substantially in the form of Exhibit E. 
 “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 Affiliates of Parent) incurred in effecting such Asset Sale, (ii) any
taxes reasonably attributable to such Asset Sale and, in 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 and other
Obligations) required to be paid or retained in connection with such Asset Sale 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, except with respect to the Net Cash Proceeds of Asset Sales made pursuant to Section 6.05(b)(x), 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 than Section 6.04(b)) 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 $800,000,000 in the aggregate in the case of all such Asset Sales) 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; and (b) with respect to any issuance
or incurrence of Indebtedness or the sale of Receivables in a Permitted Receivables Transaction, the cash proceeds thereof, net of all taxes and customary fees, commissions, costs and other expenses incurred in connection therewith. 

“Non-Extended Delayed Draw Term Loan” shall mean an Original Delayed Draw Term Loan that (a) was
redesignated as a “Non-Extended Delayed Draw Term Loan” pursuant to the First Amendment and Restatement Agreement and (b) was not converted to an “Extended Term Loan” pursuant to the Second Amendment and
Restatement Agreement. 
 “Non-Extended Delayed Draw Term Loan Lender” shall mean a Lender with an
outstanding Non-Extended Delayed Draw Term Loan. 
 “Non-Extended Delayed Draw Term Loan Repayment Date”
shall have the meaning assigned to such term in Section 2.11(a)(ii). 







 “Non-Extended Funded Term Loan” shall mean an Original Funded Term
Loan that (a) was redesignated as a “Non-Extended Funded Term Loan” pursuant to the First Amendment and Restatement Agreement and (b) was not converted to an “Extended Term Loan” pursuant to the Second
Amendment and Restatement Agreement. 
 “Non-Extended Funded Term Loan Lender” shall mean a Lender with
an outstanding Non-Extended Funded Term Loan. 
 “Non-Extended Funded Term Loan Repayment Date” shall
have the meaning assigned to such term in Section 2.11(a)(i). 
 “Non-Extended Term Loan” shall
mean an Original Term Loan that shall not have been converted to an “Extended Term Loan” pursuant to the First Amendment and Restatement Agreement or the Second Amendment and Restatement Agreement. 

“Non-Extended Term Loan Maturity Date” shall mean July 25, 2014. 

“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. 

“Obligations” shall mean all obligations defined as “Bank Loan Obligations” in the Guarantee and
Collateral Agreement and the other Security Documents. 
 “Original Credit Agreement” shall have the
meaning assigned to such term in the Preliminary Statement. 
 “Original Delayed Draw Term Loans” shall
mean “Delayed Draw Term Loans” as defined in the Original Credit Agreement. 
 “Original
Funded Term Loans” shall mean “Funded Term Loans” as defined in the Original Credit Agreement. 
 “Original Term Loans” shall mean the Original Funded Term Loans and the Original Delayed Draw Term 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 which
(a) 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) have a weighted average life to maturity, when incurred, of five years or less. 
 “Other Term
Loans” shall have the meaning assigned to such term in Section 2.24(a). 
 “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, 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. 
 “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions. 







 “Pension Act” shall mean the Pension Protection Act of 2006, as
amended from time to time. 
 “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, January 15, 2018 (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” with 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 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. 
 “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, if after such sale 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; 
 (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 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; provided that (a) no Default or Event of Default shall have occurred and be continuing, and
the Borrower shall have delivered to the Administrative Agent an officers’ certificate to such effect, together with all relevant financial information for such corporation or other entity or acquired assets and (b) 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 Closing Date, would exceed $300,000,000, the Leverage Ratio Condition and
the Liquidity Condition would each be satisfied. 







 “Permitted Real Estate Indebtedness” shall have the meaning assigned
to such term in Section 6.01(f). 
 “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. 

“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 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. 







 “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. 
 “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. 

“Refinancing Incremental Term Loans” shall mean any Incremental Term Loans incurred pursuant to
Section 2.24, all of the proceeds of which are used concurrently with the incurrence thereof to prepay then-outstanding Term Loans. 
 “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. 
 “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
Fund” shall mean, with respect to any Lender that is a fund or commingled investment vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor as such Lender
or by an Affiliate of such investment advisor. 
 “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 an Extended Term Loan Repayment Date, a Non-Extended Delayed Draw Term Loan Repayment Date, a Non-Extended Funded Term 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 Lenders” shall mean, at any time, Lenders having Loans
(excluding Swingline Loans), L/C Exposure, Swingline Exposure and unused Revolving Credit Commitments and Term Loan Commitments representing more than 50% of the sum of all Loans outstanding (excluding Swingline Loans), L/C Exposure, Swingline
Exposure and unused Revolving Credit Commitments and Term Loan Commitments at such time; provided that the Revolving Loans, L/C Exposure, Swingline 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 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 Swingline Loans and Letters of Credit as provided for herein) as set forth on Schedule 2.01, 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 and (b) 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”. 
 “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, plus the
aggregate amount at such time of such Lender’s Swingline Exposure. 







 “Revolving Credit Lender” shall mean a Lender with a Revolving
Credit Commitment or an outstanding Revolving Loan. 
 “Revolving Credit Maturity Date” shall mean
July 25, 2013. 
 “Revolving Loans” shall mean the revolving loans made by the Lenders to the
Borrower pursuant to Section 2.01. 
 “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 as of the Second Restatement Effective Date among Parent, the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative
Agent. 
 “Second Restatement Effective Date” shall have the meaning assigned to such term in the Second
Amendment and Restatement Agreement. 
 “Secured Leverage Ratio” shall mean, on any date, the ratio of
(a) Total Secured Debt 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 Significant Asset Sale occurs, the Secured Leverage Ratio shall be determined on a pro forma basis in accordance with
Section 1.03. 
 “Secured 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 Leverage Ratio shall not be greater than 3.5 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 the indenture under which the
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(h). 

“Senior Notes” shall mean the Borrower’s 8.875% Senior Notes due 2015, in an initial aggregate principal
amount of $3,021,331,000, as the same may be amended, restated, substituted, replaced, refinanced, supplemented or otherwise modified from time to time pursuant to Section 6.01(h). 

“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, (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. 
 “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 the contribution or other transfer by Parent, the Borrower or any Subsidiary of property (including Equity Interests) owned by it to any Spinout
Subsidiary and the subsequent distribution of the Equity Interests of such Spinout Subsidiary to the equity holders of Parent; provided that (i) the Consolidated EBITDA attributable to all such property (including Equity Interests) so
contributed or transferred (determined for each such contribution or 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 or 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 or transfers, more than 10.0% of Consolidated EBITDA of Parent, the
Borrower and the Subsidiaries for the period of four consecutive fiscal quarters most recently ended on or prior to the most recent date of contribution or transfer for which financial statements have been delivered (or were required to be
delivered) pursuant to Section 5.04(a) or (b) and (ii) after giving effect to such contribution or other transfer and the subsequent distribution of the Equity Interests of 







 
such Spinout Subsidiary to the equity holders of Parent and the repayment of any Indebtedness in connection therewith, the Secured Leverage Ratio calculated on a pro forma basis shall not be
greater than the lesser of (x) 3.50 to 1.00 and (y) the Secured 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. 

“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). 
 “Swingline Commitment” shall mean the commitment of the
Swingline Lender to make loans pursuant to Section 2.22, as the same may be reduced from time to time pursuant to Section 2.09. 
 “Swingline Exposure” shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Revolving Credit Lender at
any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time. 







 “Swingline Lender” shall mean Credit Suisse AG, acting through any
of its Affiliates or branches, in its capacity as lender of Swingline Loans hereunder. 
 “Swingline
Loan” shall mean any loan made by the Swingline Lender pursuant to Section 2.22. 
 “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 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 Extended Term Loans, Non-Extended Delayed Draw Term Loans,
Non-Extended Funded Term Loans or Incremental Term Loans. 
 “Term Lender” shall mean a Lender with a
Term Loan Commitment or an outstanding Term Loan. 







 “Term Loan Commitments” shall have the meaning assigned to such term
in the Original Credit Agreement. Unless the context shall otherwise require, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments. 

“Term Loans” shall mean the Extended Term Loans and the Non-Extended Term Loans. Unless the context shall
otherwise require, the term “Term Loans” shall include any Incremental Term Loans. 
 “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) to the extent not reflected on the consolidated balance sheet of Parent, the Borrower and the Subsidiaries, Indebtedness of the type
described in clause (i) and (j) of the definition of such term) minus (b) the aggregate amount of unrestricted cash and cash equivalents 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 Second Restatement Effective Date, the Total Revolving Credit Commitment is $750,000,000. 
 “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) to the extent not reflected on the consolidated balance sheet of Parent,
the Borrower and the Subsidiaries, Indebtedness of the type described in clause (i) and (j) 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.

 “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. 

“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. 

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 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, Significant Asset Sale or Spinout Transaction occurs, each of the Leverage Ratio and the Secured Leverage Ratio shall, for all purposes set forth herein, be calculated with
respect to such period on a pro forma basis after giving effect to such Permitted Acquisition, Significant Asset Sale 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, and (b) pro forma adjustments for cost savings (net of continuing associated expenses) to the extent such cost savings are
factually 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; provided that at the election of Parent, such pro
forma adjustment shall not be required to be determined for any Permitted 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), using, for purposes of making such calculations, the historical financial statements of Parent, the Borrower and the Subsidiaries which shall be reformulated as if such
Permitted Acquisition, 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. 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 Leverage Ratio Condition or the Secured Leverage Ratio Condition would be met), the Leverage Ratio and the Secured 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”).

 ARTICLE II 
 The Credits 
 SECTION 2.01. Commitments. (a) The Borrower and
the Term Lenders acknowledge the making of the Original Term Loans under the Original Credit Agreement and the conversion or redesignation of the Original Term Loans on the First Restatement Effective Date pursuant to the First Amendment and
Restatement Agreement, and agree that, on and after the Second Restatement Effective Date (i) the 







 
Non-Extended Term Loans (as defined in the Existing Credit Agreement) converted pursuant to the Second Amendment and Restatement Agreement shall be outstanding as Extended Term Loans,
(ii) all Non-Extended Term Loans (as defined in the Existing Credit Agreement) not so converted shall continue to be outstanding as such and (iii) all Extended Term Loans (as defined in the Existing Credit Agreement) outstanding
immediately prior to the Second Restatement Effective Date shall remain outstanding as Extended Term Loans, in each case under this Agreement and the other Loan Documents. 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 Closing 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. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. 
 (b) 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 (other than Swingline Loans) 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 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 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 Swingline Loan or 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 12:00 (noon), New York City time, one Business
Day before 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 an Extended Term Loan Borrowing, a Non-Extended Delayed Draw Term Loan Borrowing, a Non-Extended Funded Term Loan 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, (i) in the case of any Eurodollar Borrowing that is comprised of Extended
Term Loans, the Borrower shall be deemed to have selected an Interest Period of three months’ duration and (ii) in the case of any other Eurodollar Borrowing, 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. 

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. The Borrower hereby promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Credit Maturity Date and the 15th day after such Swingline Loan is made.

 (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. For purposes of calculating Revolving Credit Commitment Fees, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans. 

(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, including each Swingline Loan, 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. 
 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 and the Swingline Commitment 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 or the Swingline Commitment; 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, (ii) each partial reduction of the Swingline Commitment shall be in an integral multiple of $250,000 and
in a minimum amount of $1,000,000 and (iii) 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 termination of the Revolving Credit Commitments or the Swingline Commitment 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 12:00 (noon), New York City time, one Business Day prior to 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) (i) any portion of a Borrowing comprised of Extended Term Loans maturing or
required to be repaid in less than three months may not be converted into or continued as a Eurodollar Borrowing and (ii) any portion of a Borrowing of any other Loans maturing or required to be repaid in less than one month may not be
converted into or continued as a Eurodollar Borrowing; 
 (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 Extended Term Loans, Non-Extended Delayed Draw Term
Loans, Non-Extended Funded Term 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 Extended Term Loans, Non-Extended Delayed Draw Term
Loans, Non-Extended Funded Term 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, 







 
(i) in the case of any Eurodollar Borrowing that is comprised of Extended Term Loans, the Borrower shall be deemed to have selected an Interest Period of three months’ duration and
(ii) in the case of any other Eurodollar Borrowing, 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 Non-Extended Funded Term Loan Lenders, (A) on the last Business Day of each March, June, September and December, commencing with the last Business Day of March 2012 (each such date being called a
“Non-Extended Funded Term Loan Repayment Date”), a principal amount of the Non-Extended Funded Term Loans (as adjusted from time to time pursuant to Sections 2.12 and 2.13(g)) equal to (1) the amount that would have
been payable on such date in respect of the Non-Extended Funded Term Loans pursuant to Section 2.11(a)(i) of the Existing Credit Agreement multiplied by (2) a fraction, the numerator of which is the aggregate amount of all Non-Extended
Funded Term Loans outstanding on the Second Restatement Effective Date immediately after the effectiveness of the Second Amendment and Restatement Agreement, and the denominator of which is the aggregate amount of all Non-Extended Funded Term Loans
outstanding on the Second Restatement Effective Date immediately prior to the effectiveness of the Second Amendment and Restatement Agreement and (B) on the Non-Extended Term Loan Maturity Date, the aggregate principal amount of all
Non-Extended Funded Term Loans outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. 

(ii) The Borrower shall pay to the Administrative Agent, for the account of the Non-Extended Delayed Draw Term Loan Lenders, (A) on
the last Business Day of each March, June, September and December, commencing with the last Business Day of March 2012 (each such date being called a “Non-Extended Delayed Draw Term Loan Repayment Date”), a principal amount
of the Non-Extended Delayed Draw Term Loans (as adjusted from time to time pursuant to Sections 2.12 and 2.13(g)) equal to (1) the amount that would have been payable on such date in respect of the Non-Extended Delayed Draw Term Loans
pursuant to Section 2.11(a)(ii) of the Existing Credit Agreement multiplied by (2) a fraction, the numerator of which is the aggregate amount of all Non-Extended Delayed Draw Term Loans outstanding on the Second Restatement Effective Date
immediately after the effectiveness of the Second Amendment and Restatement Agreement, and the denominator of which is the aggregate amount of all Non-Extended Delayed Draw Term Loans outstanding on the Second Restatement Effective Date immediately
prior to the effectiveness of the Second Amendment and Restatement Agreement and (B) on the Non-Extended Term Loan Maturity Date, the aggregate principal amount of all Non-Extended Delayed Draw Term Loans outstanding on such date, together in
each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. 







 (iii) The Borrower shall pay to the Administrative Agent, for the account of the
Extended Term Loan Lenders, (A) on the last Business Day of each March, June, September and December, commencing with the last Business Day of March 2012 (each such date being called an “Extended Term Loan Repayment
Date”), a principal amount of the Extended Term 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 all Extended Term Loans outstanding on the
First Restatement Effective Date (which, for purposes of this Section 2.11(a)(iii) only, shall include the aggregate principal amount of the Non-Extended Term Loans that were converted to Extended Term Loans on the Second Restatement Effective
Date as if such Non-Extended Term Loans had been converted to Extended Term Loans on the First Restatement Effective Date) and (B) on the Extended Term Loan Maturity Date, the aggregate principal amount of all Extended Term Loans outstanding on
such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. 
 (iv) The Borrower shall pay to the Administrative Agent, for the account of the Incremental Term Lenders, 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
Non-Extended Term Loans shall be due and payable on the Non-Extended Term Loan Maturity Date, (ii) all Extended Term Loans shall be due and payable on the Extended Term Loan 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 under Section 2.11, provided that no prepayment of the Extended Term Loans shall be made pursuant to this
Section unless the remaining Non-Extended Term Loans, if any, shall be prepaid at least ratably. 
 (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 all outstanding Swingline
Loans 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 or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans 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 earlier of (i) the receipt of aggregate Net Cash Proceeds in respect of Asset
Sales (other than, for the avoidance of doubt, sales of Receivables in a Permitted Receivables Transaction, which such sales shall be subject to Section 2.13(e) below) in excess of $50,000,000 and (ii) the first anniversary of the
Borrower’s most recent prepayment pursuant to this Section 2.13(b), the Borrower shall apply 100% of the Net Cash Proceeds 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 Pari Passu Debt secured by Liens on the Collateral having the same priority as the Liens securing
the Obligations to the extent any applicable credit agreement, indenture or other agreement governing such Pari Passu Debt requires the Borrower to prepay or make an offer to purchase such Pari Passu 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 Pari Passu Debt and the denominator of which is the sum of the outstanding principal amount of such Pari Passu Debt and the outstanding principal amount of Term Loans. 

(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) 50% 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 25% if the Leverage Ratio as of the end of such fiscal year was less than 4.50 to 1.00 but equal to or greater than 3.50 to 1.00 and such percentage shall be reduced to zero (i.e., no payments shall be required
pursuant to this Section 2.13(c)) if the Leverage Ratio as of the end of such fiscal year was less than 3.50 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 (other than Sections 6.01(f) and 6.01(o) (except for refinancing Indebtedness incurred thereunder)),
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
(or, in the case of Permitted Additional Debt, 75% of the Net Cash Proceeds thereof in excess of $200,000,000) to prepay outstanding Term Loans in accordance with Section 2.13(g). 

(e) To the extent Parent or any of its subsidiaries shall receive aggregate Net Cash Proceeds in excess of $300,000,000 from the
consummation of Permitted Receivables Transactions, 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 $300,000,000 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 Pari Passu Debt secured by Liens on the Collateral having the same priority as the Liens securing the Obligations to the extent any applicable credit agreement, indenture or other agreement governing such Pari Passu
Debt requires the Borrower to prepay or make an offer to purchase such Pari Passu Debt with the proceeds of such transaction, in each case in an amount not to exceed the product of (i) the amount of such Net Cash Proceeds and (ii) a
fraction, the numerator of which is the outstanding principal amount of such Pari Passu Debt and the denominator of which is the sum of the outstanding principal amount of such Pari Passu Debt and the outstanding principal amount of Term Loans.

 (f) [Intentionally Omitted]. 







 (g) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated
pro rata among the Non-Extended Funded Term Loans, the Non-Extended Delayed Draw Term Loans, the Extended Term Loans and the Other Term Loans and first applied in order of maturity of the scheduled installments of principal due in respect of the
Non-Extended Funded Term Loans, the Non-Extended Delayed Draw Term Loans, the Extended Term Loans and the Other Term Loans under Sections 2.11(a)(i), (ii), (iii) and (iv) for the first eight installments following such mandatory
prepayment (commencing with the first such scheduled installment pursuant to Sections 2.11(a)(i), (ii), (iii) and (iv)) and, if applicable, thereafter applied pro rata against the remaining scheduled installments of principal due in
respect of the Non-Extended Funded Term Loans, the Non-Extended Delayed Draw Term Loans, the Extended Term Loans and the Other Term Loans under Sections 2.11(a)(i), (ii), (iii) and (iv), 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. 
 (h) The Borrower shall deliver to the
Administrative Agent, at the time of each prepayment required under this Section 2.13(b), (c), (d) or (e), 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 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) 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 

(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 provided below in this Section 2.17 with respect to Swingline Loans and 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 terminated, in accordance with the respective principal amounts of their outstanding Loans). For purposes of determining the available Revolving Credit Commitments of the Lenders at any time, each outstanding
Swingline Loan shall be deemed to have utilized the Revolving Credit Commitments of the Lenders (including those Lenders which shall not have made Swingline Loans) pro rata in accordance with such respective Revolving Credit Commitments. 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 (i) Issuing Bank Fees, which shall be
paid directly to the Issuing Bank, and (ii) principal of and interest on Swingline Loans, which shall be paid directly to the Swingline Lender except as otherwise provided in Section 2.22(e)) 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. 

(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 Indemnified Taxes or Other Taxes; provided that, if the Borrower or any other Loan
Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) 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 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 Foreign Lender that is entitled to an
exemption from or reduction of 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. 
 (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) and (ii) 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; 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 and the Swingline Lender), 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 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. Swingline Loans. (a) Swingline Commitment.
Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the Swingline Lender agrees to make loans to the Borrower at any time and from time to time on and after the Closing Date and until the earlier
of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all Swingline Loans exceeding
$50,000,000 in the aggregate or (ii) the Aggregate Revolving Credit Exposure, after giving effect to any Swingline Loan, exceeding the Total Revolving Credit Commitment. Each Swingline Loan shall be in a principal amount that is an integral
multiple of $250,000. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms,
conditions and limitations set forth herein. 
 (b) Swingline Loans. The Borrower shall notify the Swingline
Lender by fax, or by telephone (promptly confirmed by fax), not later than 12:00 (noon), New York City time, on the day of a proposed Swingline Loan. Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this
Agreement and shall specify the requested date (which shall be a Business Day) and amount of such Swingline Loan and the wire transfer instructions for the account of the Borrower to which the proceeds of the Swingline Loan should be disbursed. The
Swingline Lender shall make each Swingline Loan by wire transfer to the account specified in such request. 
 (c)
Prepayment. The Borrower shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving written or fax notice (or telephone notice promptly confirmed by written, or fax notice) to
the Swingline Lender before 12:00 (noon), New York City time, on the date of prepayment at the Swingline Lender’s address for notices specified in Section 9.01. 
 (d) Interest. Each Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a). 

(e) Participations. The Swingline Lender may by written notice given to the Administrative Agent not later than
1:00 p.m., New York City time, on any Business Day require the Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of
Swingline Loans in which Revolving Credit Lenders will participate. The Administrative Agent will, promptly upon receipt of such notice, give notice to each Revolving Credit Lender, specifying in such notice such Lender’s Pro Rata Percentage of
such Swingline Loan or Loans. In furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline
Lender, such Revolving Credit Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Credit Lender acknowledges and agrees that 







 
its obligation to acquire participations in Swingline Loans pursuant to this paragraph 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. Each Revolving Credit Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of
the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to
this paragraph and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other person on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be
promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to
this paragraph shall not relieve the Borrower (or other person liable for obligations of the Borrower) of any default in the payment thereof. 
 (f) Defaulting Lenders. If, at any time, a Lender becomes a Defaulting Lender, then (i) if any Swingline Exposure exists at such time, (A) all or any part of the Swingline Exposure
of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages, but only to the extent the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such
Defaulting Lender’s Swingline Exposure and L/C Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments and (B) if the reallocation described in clause (A) above cannot, or can only
partially, be effected, the Borrower shall, within one Business Day following notice by the Administrative Agent, prepay such Swingline Exposure and (ii) so long as such Lender is a Defaulting Lender, (A) the Swingline Lender shall not be
required to fund any Swingline Loan, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateralized, and (B) participating interests in any newly made Swingline
Loan shall be allocated among non-Defaulting Lenders in a manner consistent with clause (i)(A) above (and such Defaulting Lender shall not participate therein). 
 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 elsewhere in this Agreement, 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. 
 (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 $350,000,000 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 Closing 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 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. 







 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 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 Pari Passu 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. 







 (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 Term Loan 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, 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 Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 days nor more than 60 days after the date of such
notice, unless otherwise agreed to by the Administrative Agent), and (iii) whether such Incremental Term Loan Commitments are commitments to make additional Extended Term Loans or commitments to make term loans with terms different from the
Extended Term 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 Extended Term Loan Maturity Date, (ii) the average life to maturity of the Other Term Loans (other than any Other Term A
Loans) shall be no shorter than the average life to maturity of the Extended Term Loans and (iii) if the initial yield (excluding upfront or arrangement 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 (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 then in effect for Eurodollar Term Loans of any Class (other than Other Term A Loans) (which shall be the sum of the Applicable Percentage for Eurodollar Term Loans of such Class 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 the Applicable Percentage then in effect for such Class of
Term Loans shall automatically be increased by the applicable Yield Differential, effective upon the making of the 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 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, (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 and (iii) except with respect to any Refinancing Incremental Term Loans, immediately after giving effect to the incurrence of such Incremental Term Loans and the use of the
proceeds thereof, the Secured Leverage Ratio Condition would be satisfied. 
 (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 Extended Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Eurodollar Extended 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 Extended Term 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; provided, that for purposes of this Section 2.25, the Non-Extended Funded Term Loans and the Non-Extended Delayed Draw Term Loans
shall be deemed to be a single Class. 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 (which shall not be
less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Permitted Amendments shall 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 and (iv) 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; provided, that,
without the prior written consent of the Required Lenders, if any such Permitted Amendment shall create a new Class of Term Loans with an initial yield (as determined by the Administrative Agent on the same basis as the initial yield for Other Term
Loans is determined pursuant to Section 2.24(b)) that exceeds by more than 50 basis points the then-applicable yield (as determined by the Administrative Agent on the same basis as the then-applicable yield for existing Term Loans is determined
pursuant to Section 2.24(b)) for Term Loans of any other Class (other than Non-Extended Term Loans and Other Term A Loans) (the applicable amount of such excess above 50 basis points being referred to herein as the “Loan Modification
Yield Differential”) then the Applicable Percentage then in effect for each such other Class of Term Loans shall automatically be increased by the applicable Loan Modification Yield Differential, effective upon the effectiveness of the
applicable Loan Modification Agreement; provided, further, 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 or Swingline Loan 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 and Swingline Commitment may not be extended without the prior written consent of the Issuing Bank or the Swingline
Lender, as applicable. 
 (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 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) neither the Issuing Bank nor the Swingline Lender shall be obligated to continue to issue Letters of Credit or make Swingline Loans, 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. 
 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 Second
Amendment and Restatement Agreement has been duly executed and delivered by Parent and the Borrower and 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 2010 fiscal year, audited by and accompanied by the opinion of Deloitte & Touche LLP, independent public accountant, and (ii) as of and for each 2011 fiscal quarter of Parent (other than the fourth fiscal
quarter) thereafter ended at least 45 days prior to the Second 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, 2010.

 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 material 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. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02.

 (b) As of the Second 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 Second 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 Second 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 Second 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. 
 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 Borrower will (a) use the proceeds of the Loans and will request the issuance of Letters of Credit only for the purposes specified in the Preliminary Statement to this Agreement and (b) 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. None of (a) the Confidential Information Memorandum or (b) any other 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. 
 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 material liability of the Borrower or any of its ERISA Affiliates. 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 Second Restatement Effective Date. As of the Second 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, the Lien created under the Guarantee and Collateral Agreement constitutes, or in the case of
Pledged Collateral to be delivered to the Collateral Agent in the future will constitute, a fully perfected first 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, 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. 
 (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. 







 SECTION 3.20. Location of Real Property and Leased Premises.
(a) Schedule 1.01(d) lists completely and correctly as of the Second 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
Second 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 Second 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 Second
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. Immediately after the consummation of the Transactions on the Closing Date, as of the Closing Date
(a) the fair value of the assets of Parent, the Borrower and the Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable
value of the property of Parent, the Borrower and the Subsidiaries, on a consolidated basis, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (c) Parent, the Borrower and the Subsidiaries, on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) Parent, the Borrower and the Subsidiaries, on a consolidated basis, will not have unreasonably small capital with which to conduct the business in which they are engaged as such
business is now conducted and is proposed to be conducted following the Closing Date. 
 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”) and each is currently in compliance with all rules and regulations
promulgated by OFAC; 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. 







 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: 
 SECTION 4.01.
All Credit Events. On the date of each Borrowing (other than a conversion or a continuation of a Borrowing), including each Borrowing of a Swingline Loan and 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) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have
received a notice requesting such Swingline Loan as required by Section 2.22(b). 
 (b) (i) In the case of an
Incremental Acquisition Term Loan, 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) 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. 
 SECTION
4.02. [Intentionally Omitted.] 
 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. 

(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,
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), 6.12 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), and (iii) setting forth the identity and value of any Hospital acquired in fee by Parent or any Subsidiary during the preceding
quarter and not previously identified to the Administrative Agent if the fair market value thereof is in excess of $10,000,000 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; 
 (d) within 90 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). 







 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. 







 (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 the Preliminary Statement to this Agreement. 
 SECTION 5.09. Employee Benefits.
(a) Comply in all material respects with the applicable provisions of ERISA and the Code 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, 







 
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 to become a Loan Party by executing the Guarantee and Collateral Agreement and each applicable Security Document in favor of the Collateral Agent. 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 or (v) 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 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) or (n) (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). 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. 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 the 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 Pari Passu Debt secured by Liens on the
Collateral having the same priority as the Liens securing the Obligations to the extent any applicable credit agreement, indenture or other agreement governing such Pari Passu Debt requires the Borrower to prepay or make an offer to purchase such
Pari Passu 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 Pari Passu Debt and
the denominator of which is the sum of the outstanding principal amount of such Pari Passu Debt and the outstanding principal amount of Term Loans, or (ii) acquire assets 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 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 Closing 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 $200,000,000 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 $200,000,000 at any time outstanding; 
 (f) Indebtedness (including
Capital Lease Obligations) of any Subsidiary secured by one or more Facilities owned or leased by such Subsidiary, 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) when incurred, such Indebtedness shall not exceed the fair market value of the Facilities securing the same and (ii) the aggregate principal amount of all such Indebtedness incurred pursuant to this Section 6.01(f) shall not
exceed $250,000,000 at any time outstanding (such Indebtedness meeting the criteria of this Section 6.01(f) being referred to herein as “Permitted Real Estate Indebtedness”); 

(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; 
 (h) Indebtedness incurred pursuant to the Senior Note Indenture and any extensions, renewals,
refinancings or replacements of such Indebtedness to the extent the principal amount of such Indebtedness is not increased (other than to the extent of any premiums, interest or costs and expenses incurred in connection therewith), neither the final
maturity nor the weighted average life to maturity of such Indebtedness is decreased, and the obligors thereof, if not the original obligors in respect of such Indebtedness, are Loan Parties; 

(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) 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), 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, so long as both immediately prior and after
giving effect thereto, no Default shall exist or result therefrom, provided that no Indebtedness may be incurred under this Section 6.01(m) if as a result thereof the aggregate principal amount of Indebtedness incurred and outstanding
under this Section 6.01(m) would exceed $500,000,000 unless (x) the Leverage Ratio Condition would be satisfied and (y) the Liquidity Condition would be satisfied; 

(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
(ii) relates to indemnities granted to the seller or buyer in such transactions; 
 (o) Permitted Additional
Debt; 







 (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 $30,000,000; 

(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 $750,000,000 at any time outstanding, provided that the Borrower shall have (i) repaid all Revolving Loans and Swingline 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 unsecured
Indebtedness of the Borrower or the Subsidiaries in an aggregate principal amount not exceeding $400,000,000 at any time outstanding; and 
 (v) 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 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). 
 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 Closing Date and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secured on the Closing 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 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; 
 (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 Permitted Receivables Transactions incurred in accordance with
Section 6.05(b), including Liens on the assets of any Securitization Subsidiary created pursuant to any such Permitted Receivables Transaction and Liens incurred by the Borrower and the Subsidiaries on Receivables to secure obligations owing by
them in respect of any such Permitted Receivables Transaction, provided that any Receivables not transferred to a Securitization Subsidiary in connection with such Permitted 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; 
 (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) Liens on one or more Facilities owned or leased by any Subsidiary to
secure Permitted Real Estate Indebtedness incurred by such Subsidiary pursuant to Section 6.01(f); 
 (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 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 that do not, individually or in the aggregate, secure obligations (or encumber property with a fair market value) in excess of $150,000,000 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; and 
 (z) Liens
on the Collateral which (i) secure Pari Passu Debt Obligations and (ii) have the same priority as, or junior priority to, the Liens securing the Obligations. 
 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 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, Permitted Real Estate Indebtedness 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 to Subsidiaries that
are not Loan Parties, or by Parent, the Borrower or any Subsidiary to 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 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; provided further, that, prior to the
aggregate amount of all such investments described in clause (y) above outstanding at any time exceeding $300,000,000 at any time outstanding, the Leverage Ratio Condition and the Liquidity Condition would each be satisfied; 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 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) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (B) if the total consideration paid in connection with such acquisition and any other acquisitions
pursuant to this Section 6.04(h) (including any Indebtedness 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), then (1) the Leverage Ratio Condition would be satisfied and (2) the Liquidity Condition would be satisfied, (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, 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, 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; 







 (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; and 
 (x) in addition to investments permitted by paragraphs (a) through (w) 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 (x) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $100,000,000 in the aggregate at any time. 

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 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 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 (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 (x) for any disposition of assets with a fair
market value of more than $50,000,000, at least 75% of such consideration is cash and (y) the fair market value of all assets sold, transferred, leased or disposed of (other than assets which are sold, transferred, leased or disposed of in
order to comply with any requirement, rule or regulation of, or order by, or agreement with, any Governmental Authority in connection with a Permitted Acquisition) pursuant to this clause (b)(i) shall not exceed $300,000,000 in any fiscal year;

 (ii) a Receivables Transaction, provided that (x) 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), (y) any Liens granted in connection with such Receivables Transaction shall comply with the
terms of Section 6.02(p) and (z) the aggregate Receivables Transaction Amount outstanding at any time in respect of all Receivables Transactions does not exceed $2,000,000,000 (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; 

(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) for the sale or other disposition of real estate and related assets (other than Hospitals and Receivables) for the
fair market value thereof in cash, in an aggregate amount not to exceed $300,000,000; or 
 (xi) any investment,
loan or advance permitted pursuant to Section 6.04. 
 SECTION 6.06. Restricted Payments; Restrictive
Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so;
provided, however, that 
 (i) any Subsidiary may declare and pay dividends or make other
distributions ratably to its equity holders; 







 (ii) Parent 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 $40,000,000 in any fiscal year; 

(iv) the Borrower may make Restricted Payments to Parent (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; 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; 

(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 principal amount from the Second Restatement Effective Date
not to exceed $50,000,000 less the amount of payments made from and after the Second 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 Leverage Ratio shall not be greater than 3.0 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; and 
 (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. 
 (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 other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided (x) that the foregoing shall not apply to restrictions and conditions (A) imposed by law
or by any Loan Document or the 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 encumbrance was not created in contemplation of or in connection with such Acquired Entity becoming a Subsidiary and apply only to such Acquired Entity and (H) imposed by any credit agreement, indenture or other agreement
governing Pari Passu Debt, so long as such restrictions and conditions are not less favorable to the Lenders than to the holders of such Pari Passu Debt; 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. 
 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. 
 SECTION 6.09. Other Indebtedness. (a) Permit any waiver, supplement, modification, amendment, termination or release of the Senior Notes 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 is outstanding if the effect of such waiver, supplement, modification,
amendment, termination or release 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 Senior Notes or 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) from and after the Second Restatement Effective Date, Senior Notes and subordinated Indebtedness for an aggregate price not in excess of (A) $50,000,000 less (B) the
amount of Restricted Payments made from and after the Second Restatement Effective Date pursuant to clause (v) of Section 6.06(a), (ii) Senior Notes with the proceeds of or in exchange for (A) refinancing Indebtedness otherwise
permitted pursuant to Section 6.01(h) or (B) the issuance of Equity Interests, (iii) 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 or (iv) Senior Notes and 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 Leverage Ratio shall not be greater than 3.0 to 1.0. 

SECTION 6.10. Practice Guarantees. Enter into Practice Guarantees with a term of 30 months or longer in an aggregate amount
in excess of $150,000,000 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 (a) in the case of
any fiscal year beginning on or after January 1, 2008, 5.5% 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) the amount set forth below for such period (such greater amount, the “Permitted Capital Expenditure Amount”): 

 

					
	 Period
	  	Amount	 
	 Closing Date through December 31, 2007
	  	$	475,000,000	  
	 January 1, 2008 through December 31, 2008
	  	$	800,000,000	  
	 January 1, 2009 through December 31, 2009
	  	$	800,000,000	  
	 January 1, 2010 through December 31, 2010
	  	$	850,000,000	  
	 January 1, 2011 through December 31, 2011
	  	$	925,000,000	  
	 January 1, 2012 through December 31, 2012
	  	$	1,100,000,000	  
	 January 1, 2013 through December 31, 2013
	  	$	1,100,000,000	  
	 Each fiscal year thereafter
	  	$	1,100,000,000	  

 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 5.5% 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 $200,000,000 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.

 SECTION 6.12. Interest Coverage Ratio. Permit the Interest Coverage Ratio for any period of four consecutive
fiscal quarters, in each case taken as one accounting period, ending during any period set forth below to be less than the ratio set forth opposite such period below: 
  

					
	 Period
	  	Ratio	 
	 September 30, 2007 through September 30, 2009
	  	 	1.75 to 1.00	  
	 October 1, 2009 through September 30, 2011
	  	 	2.00 to 1.00	  
	 October 1, 2011 through September 30, 2013
	  	 	2.25 to 1.00	  
	 Thereafter
	  	 	2.50 to 1.00	  

 SECTION 6.13. Maximum Leverage Ratio. Permit the 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: 
  

					
	 Period
	  	Ratio	 
	 September 30, 2007 through March 31, 2009
	  	 	7.25 to 1.00	  
	 April 1, 2009 through June 30, 2009
	  	 	7.00 to 1.00	  
	 July 1, 2009 through September 30, 2009
	  	 	6.75 to 1.00	  
	 October 1, 2009 through September 30, 2010
	  	 	6.50 to 1.00	  
	 October 1, 2010 through September 30, 2011
	  	 	6.00 to 1.00	  
	 October 1, 2011 through September 30, 2013
	  	 	5.50 to 1.00	  
	 Thereafter
	  	 	5.00 to 1.00	  

 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) 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; 
 (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 becoming due prior to its
scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) 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 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; 

(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 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 $50,000,000; 

(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 liability of the Borrower and its ERISA Affiliates in an aggregate amount exceeding $50,000,000; 
 (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 $50,000,000 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; or 
 (p) so long as any Pari Passu 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; 
 then, and in every such event (other than an event with respect to Parent or the Borrower described in paragraph (g) or (h) 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; and 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. 
 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 6.12 or 6.13 and until the expiration of 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
Sections 6.12 and 6.13 at the end of such applicable quarter and applicable subsequent periods and for purposes of determining whether the 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 Sections 6.12 or 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 

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), 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 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 of its resignation, then the retiring Agent may, 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. 
 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); 







 (b) if to the Administrative Agent, to Credit Suisse AG, Eleven Madison Avenue, New York, NY
10010, Attention of Agency Group (Fax No. (212) 325-8304), 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 and (B) any
notification of changes in the terms of the Credit Facilities. 
 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. 
 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 Second 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 and the Swingline Lender 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 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 (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, and the outstanding balances of its Term Loans and Revolving Loans, in each case without giving
effect to assignments thereof which have not become effective, 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. 







 (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, the Swingline
Lender 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 Swingline Lender, 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 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). 







 (g) 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. 

(h) 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. 

(i) 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 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. 







 (j) 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. 

(k) 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 or the Swingline Lender 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 and the Swingline Lender 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 and (ii) the Issuing Bank, the Swingline Lender 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, the Issuing Bank and the Swingline Lender 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 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 and the Lenders. 
 (b) The Borrower and
Parent agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender, the 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 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 are determined by a court of
competent jurisdiction by final judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. 
 (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, the Issuing Bank or the Swingline Lender under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, 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, the Issuing Bank or the Swingline Lender 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 or the 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
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
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 no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or
under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender. 
 SECTION 9.09. Certain Releases of Guarantees and Security Interests. (a) Subject to the terms of any Pari Passu 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, 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 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. 
 (c) Subject to the terms of any Pari Passu 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, 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 be 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. 

(e) Subject to the terms of any Pari Passu 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). 
 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. 

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 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. 
 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. (a) Each Lender
and each Issuing Bank acknowledges that Pari Passu Debt Obligations 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, 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, (ii) authorizes and directs each Agent to execute and
deliver any Pari Passu 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, (iv) acknowledges that any Pari Passu Intercreditor Agreement may contain provisions that permit or
require the Liens securing the Obligations and the Pari Passu 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 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 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 permitted under this Agreement and (B) provide for the Pari Passu Debt Obligations thereunder
to be secured by Liens on the Collateral having 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 otherwise permitted to be waived hereunder and (2) provide for the 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, (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). 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. 







 DISCLOSURE SCHEDULE 
 to 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

dated as of 

July 25, 2007, 
 as amended and restated as of November 5, 2010, and February 2, 2012, 

among 

CHS/COMMUNITY HEALTH SYSTEMS, INC., 
 COMMUNITY HEALTH SYSTEMS, INC., 
 THE LENDERS PARTY HERETO 

and 
 CREDIT
SUISSE AG, 
 as Administrative Agent and Collateral Agent 

CREDIT SUISSE SECURITIES (USA) LLC 
 as Sole Bookrunner and Sole Lead Arranger 







 Reference is hereby made to that certain Credit Agreement, dated as of July 25, 2007,
as amended and restated as of November 5, 2010, and February 2, 2012 (the “Agreement”), by and among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Borrower”), COMMUNITY HEALTH SYSTEMS
INC., a Delaware corporation (the “Parent”), the Lenders (as defined in Article I) and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such
capacity, the “Collateral Agent”) for the Lenders. This Disclosure Schedule (this “Disclosure Schedule”) has been prepared and delivered in accordance with the Agreement. 

References to schedule numbers in the headings of this Disclosure Schedule relate to the corresponding sections of the Agreement.
Inclusion of any matter or item in any schedule of this Disclosure Schedule shall be deemed disclosure of such matter or item in another schedule of this Disclosure Schedule if and only if it is readily apparent from the description of such matter
or item that it applies to such other schedule. Inclusion of any matter or item in this Disclosure Schedule does not imply that such matter or item would, under the provisions of the Agreement, have to be included in any schedule of this Disclosure
Schedule or that such matter or term is otherwise material. In addition, matters disclosed in any section of this Disclosure Schedule are not necessarily limited to matters required by the Agreement to be disclosed in this Disclosure Schedule, and
any such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. In no event shall the listing of such agreements or other matters in the Disclosure Schedule be deemed or
interpreted to broaden or otherwise amplify the Borrower’s representations and warranties or covenants contained in the Agreement. 
 Terms defined in this Agreement and not otherwise defined in the Disclosure Schedule are used herein as in the Agreement. 







 INDEX OF SCHEDULES 

 

					
	Schedule 1.01(a)	  	-	  	Existing Letters of Credit
	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 2.01	  	-	  	Lenders and Commitments
	Schedule 3.08	  	-	  	Subsidiaries
	Schedule 3.18	  	-	  	Insurance
	Schedule 3.19(a)	  	-	  	UCC 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








 Schedule 1.01(a) 

Existing Letters of Credit 

1. Irrevocable Letter of Credit outstanding as of the date hereof under the Existing Credit Agreement. 

 

									
	 LC Number
	  	 Beneficiary
	  	Maturity	  	Gross Amount	 
				
	 SM413504
	  	Louisiana Patient’s Compensation	  	07/20/12	  	$	125,000.00	  
	 SM416221
	  	City of McCaysville	  	03/19/12	  	 	357,730.00	  
	 SM200963
	  	The Doctors Company	  	11/22/12	  	 	100,000.00	  
	 SM201505
	  	Secretary US Department of Education	  	12/31/12	  	 	183,000.00	  
	 SM209374
	  	Secretary/US Department of Education	  	07/27/12	  	 	486,000.00	  
				
	 Total
	  		  		  	$	1,251,730.00	  








 Schedule 1.01(b) 

Subsidiary Guarantors 
  

	1.	Abilene Hospital, LLC 


	2.	Abilene Merger, LLC 


	3.	Anna Hospital Corporation 


	4.	Berwick Hospital Company, LLC 


	5.	Big Bend Hospital Corporation 


	6.	Big Spring Hospital Corporation 


	7.	Birmingham Holdings, LLC 


	8.	Birmingham Holdings II, LLC 


	9.	Bluefield Holdings, LLC 


	10.	Bluefield Hospital Company, LLC 


	11.	Bluffton Health System, LLC 


	12.	Brownsville Hospital Corporation 


	13.	Brownwood Hospital, L.P. 


	14.	Brownwood Medical Center, LLC 


	15.	Bullhead City Hospital Corporation 


	16.	Bullhead City Hospital Investment Corporation 


	17.	Carlsbad Medical Center, LLC 


	18.	Centre Hospital Corporation 


	19.	CHHS Holdings, LLC 


	20.	 CHS Kentucky Holdings, LLC 



	21.	CHS Pennsylvania Holdings, LLC 


	22.	 CHS Virginia Holdings, LLC 



	23.	 CHS Washington Holdings, LLC 



	24.	Clarksville Holdings, LLC 


	25.	Cleveland Hospital Corporation 


	26.	Cleveland Tennessee Hospital Company, LLC 


	27.	Clinton Hospital Corporation 


	28.	Coatesville Hospital Corporation 


	29.	College Station Hospital, L.P. 


	30.	College Station Medical Center, LLC 


	31.	College Station Merger, LLC 


	32.	Community GP Corp. 


	33.	Community Health Investment Company, LLC 


	34.	Community LP Corp. 


	35.	CP Hospital GP, LLC 


	36.	CPLP, LLC 


	37.	Crestwood Hospital, LP, LLC 


	38.	Crestwood Hospital, LLC 


	39.	CSMC, LLC 


	40.	CSRA Holdings, LLC 


	41.	Deaconess Holdings, LLC 









	42.	Deaconess Hospital Holdings, LLC 


	43.	Deming Hospital Corporation 


	44.	Desert Hospital Holdings, LLC 


	45.	Detar Hospital, LLC 


	46.	 DHSC, LLC  



	47.	 DHFW Holdings, LLC 



	48.	Dukes Health System, LLC 


	49.	Dyersburg Hospital Corporation 


	50.	Emporia Hospital Corporation 


	51.	Evanston Hospital Corporation 


	52.	Fallbrook Hospital Corporation 


	53.	Foley Hospital Corporation 


	54.	Forrest City Arkansas Hospital Company, LLC 


	55.	Forrest City Hospital Corporation 


	56.	Fort Payne Hospital Corporation 


	57.	Frankfort Health Partner, Inc. 


	58.	Franklin Hospital Corporation 


	59.	Gadsden Regional Medical Center, LLC 


	60.	Galesburg Hospital Corporation 


	61.	Granbury Hospital Corporation 


	62.	Granite City Hospital Corporation 


	63.	Granite City Illinois Hospital Company, LLC 


	64.	Greenville Hospital Corporation 


	65.	GRMC Holdings, LLC 


	66.	 Hallmark Healthcare Company, LLC 



	67.	Hobbs Medco, LLC 


	68.	Hospital of Barstow, Inc. 


	69.	Hospital of Fulton, Inc. 


	70.	Hospital of Louisa, Inc. 


	71.	Hospital of Morristown, Inc. 


	72.	Jackson Hospital Corporation (KY) 


	73.	Jackson Hospital Corporation (TN) 


	74.	Jourdanton Hospital Corporation 


	75.	Kay County Hospital Corporation 


	76.	Kay County Oklahoma Hospital Company, LLC 


	77.	Kirksville Hospital Company, LLC 


	78.	Lakeway Hospital Corporation 


	79.	Lancaster Hospital Corporation 


	80.	Las Cruces Medical Center, LLC 


	81.	Lea Regional Hospital, LLC 


	82.	Lexington Hospital Corporation 


	83.	Longview Merger, LLC 


	84.	LRH, LLC 


	85.	Lutheran Health Network of Indiana, LLC 


	86.	Marion Hospital Corporation 









	87.	Martin Hospital Corporation 


	88.	Massillon Community Health System LLC 


	89.	Massillon Health System LLC 


	90.	Massillon Holdings, LLC 


	91.	McKenzie Tennessee Hospital Company, LLC 


	92.	McNairy Hospital Corporation 


	93.	MCSA, L.L.C. 


	94.	Medical Center of Brownwood, LLC 


	95.	Merger Legacy Holdings, LLC 


	96.	MMC of Nevada, LLC 


	97.	Moberly Hospital Company, LLC 


	98.	MWMC Holdings, LLC 


	99.	Nanticoke Hospital Company, LLC 


	100.	National Healthcare of Leesville, Inc. 


	101.	National Healthcare of Mt. Vernon, Inc. 


	102.	National Healthcare of Newport, Inc. 


	103.	Navarro Hospital, L.P. 


	104.	Navarro Regional, LLC 


	105.	NC-DSH, LLC 


	106.	Northampton Hospital Company, LLC 


	107.	Northwest Hospital, LLC 


	108.	NOV Holdings, LLC 


	109.	NRH, LLC 


	110.	Oak Hill Hospital Corporation 


	111.	Oro Valley Hospital, LLC 


	112.	Palmer-Wasilla Health System, LLC 


	113.	Payson Hospital Corporation 


	114.	Peckville Hospital Company, LLC 


	115.	Pennsylvania Hospital Company, LLC 


	116.	Phillips Hospital Corporation 


	117.	Phoenixville Hospital Company, LLC 


	118.	Pottstown Hospital Company, LLC 


	119.	QHG Georgia Holdings, Inc. 


	120.	QHG Georgia Holdings II, LLC 


	121.	QHG Georgia, LP 


	122.	QHG of Bluffton Company, LLC 


	123.	QHG of Clinton County, Inc. 


	124.	QHG of Enterprise, Inc. 


	125.	QHG of Forrest County, Inc. 


	126.	QHG of Fort Wayne Company, LLC 


	127.	QHG of Hattiesburg, Inc. 


	128.	QHG of Massillon, Inc. 


	129.	QHG of South Carolina, Inc. 


	130.	QHG of Spartanburg, Inc. 


	131.	QHG of Springdale, Inc. 









	132.	QHG of Warsaw Company, LLC 


	133.	Quorum Health Resources, LLC 


	134.	Red Bud Hospital Corporation 


	135.	Red Bud Illinois Hospital Company, LLC 


	136.	Regional Hospital of Longview, LLC 


	137.	River Region Medical Corporation 


	138.	Roswell Hospital Corporation 


	139.	Ruston Hospital Corporation 


	140.	Ruston Louisiana Hospital Company, LLC 


	141.	SACMC, LLC 


	142.	Salem Hospital Corporation 


	143.	San Angelo Community Medical Center, LLC 


	144.	San Angelo Medical, LLC 


	145.	San Miguel Hospital Corporation 


	146.	Scranton Holdings, LLC 


	147.	Scranton Hospital Company, LLC 


	148.	Scranton Quincy Holdings, LLC 


	149.	Scranton Quincy Hospital Company, LLC 


	150.	Shelbyville Hospital Corporation 


	151.	Siloam Springs Arkansas Hospital Company, LLC 


	152.	Siloam Springs Holdings, LLC 


	153.	Southern Texas Medical Center, LLC 


	154.	Spokane Valley Washington Hospital Company, LLC 


	155.	Spokane Washington Hospital Company, LLC 


	156.	Tennyson Holdings, LLC 


	157.	Tooele Hospital Corporation 


	158.	Tomball Texas Holdings, LLC 


	159.	Tomball Texas Hospital Company, LLC 


	160.	Triad Healthcare Corporation 


	161.	Triad Holdings III, LLC 


	162.	Triad Holdings IV, LLC 


	163.	Triad Holdings V, LLC 


	164.	Triad Nevada Holdings, LLC 


	165.	Triad of Alabama, LLC 


	166.	Triad of Oregon, LLC 


	167.	Triad-ARMC, LLC 


	168.	Triad-El Dorado, Inc. 


	169.	Triad-Navarro Regional Hospital Subsidiary, LLC 


	170.	Tunkhannock Hospital Company, LLC 


	171.	VHC Medical, LLC 


	172.	Vicksburg Healthcare, LLC 


	173.	Victoria Hospital, LLC 


	174.	Victoria of Texas, L.P. 


	175.	Virginia Hospital Company, LLC 


	176.	Warren Ohio Hospital Company, LLC 









	177.	Warren Ohio Rehab Hospital Company, LLC 


	178.	Watsonville Hospital Corporation 


	179.	Waukegan Hospital Corporation 


	180.	Waukegan Illinois Hospital Company, LLC 


	181.	Weatherford Hospital Corporation 


	182.	Weatherford Texas Hospital Company, LLC 


	183.	Webb Hospital Corporation 


	184.	Webb Hospital Holdings, LLC 


	185.	Wesley Health System, LLC 


	186.	West Grove Hospital Company, LLC 


	187.	WHMC, LLC 


	188.	Wilkes-Barre Behavioral Hospital Company, LLC 


	189.	Wilkes-Barre Holdings, LLC 


	190.	Wilkes-Barre Hospital Company, LLC 


	191.	Williamston Hospital Corporation 


	192.	Women & Children’s Hospital, LLC 


	193.	Woodland Heights Medical Center, LLC 


	194.	Woodward Health System, LLC 


	195.	Youngstown Ohio Hospital Company, LLC 








 Schedule 1.01(c) 

Mortgaged Property 
  

			
	 Hospital Name/Address (County)
	  	 Corporate Owner

	 DeKalb Regional Medical Center

200 Medical Center Drive

P.O. Box 680778
 Fort Payne, AL 35968 (Dekalb)
	  	Fort Payne Hospital Corporation (AL)
		
	 Flowers Hospital

4370 West Main Street

Dothan, AL 36305 (Houston)
	  	Triad of Alabama, LLC (DE)
		
	 Gadsden Regional Medical Center

1007 Goodyear Avenue

Gadsden, AL 35903 (Etowah)
	  	Gadsden Regional Medical Center, LLC (DE)
		
	 Medical Center Enterprise

400 North Edwards St.

Enterprise, AL 36330 (Coffee)
	  	QHG of Enterprise, Inc. (AL)
		
	 Northwest Hospital

6200 N. LaCholla Blvd.

Tucson, AZ 85755 (Pima)
	  	Northwest Hospital, LLC (DE)
		
	 Northwest Hospital Oro Valley

1551 E. Tangerine Rd.

Oro Valley, AZ 85755 (Pima)
	  	Oro Valley Hospital, LLC (DE)
		
	 Watsonville Community Hospital

75 Nielson Street

Watsonville, CA 95076 (Santa Cruz)
	  	Watsonville Hospital Corporation (DE)
		
	 Galesburg Cottage Hospital

695 N. Kellogg St.

Galesburg, IL 61401 (Knox)
	  	Galesburg Hospital Corporation (IL)
		
	 Gateway Regional Medical Center

2100 Madison Avenue

Granite City, IL 62040 (Madison)
	  	Granite City Illinois Hospital Company, LLC (IL)
		
	 Heartland Regional Medical Center

3333 West DeYoung

Marion, IL 62959 (Williamson)
	  	Marion Hospital Corporation (IL)
		
	 Vista Medical Center (includes East and West)

1324 N. Sheridan Road

Waukegan, IL 60085 (Lake)
	  	Waukegan Illinois Hospital Company, LLC (IL)
		
	 Bluffton Regional Medical Center

303 South Main Street

Bluffton, IN 46714 (Wells)
	  	Bluffton Health System, LLC (DE)









			
	 Hospital Name/Address (County)
	  	 Corporate Owner

	 Dukes Memorial Hospital

275 W. 12th Street

Peru, IN 46970 (Miami)
	  	Dukes Health System, LLC (DE)
		
	 Women and Children’s Hospital

4200 Nelson Road
 Lake Charles, LA 70605 (Calcasieu)
	  	Women and Children’s Hospital, LLC (DE)
		
	 River Region Health System

2100 Highway 61 North/1111 N.

Frontage Road
 Vicksburg, MS 39183 (Warren)
	  	Vicksburg Healthcare, LLC (DE)
		
	 Wesley Medical Center

5001 Hardy Street

Hattiesburg, MS 39402 (Lamar)
	  	Wesley Health System, Inc. (DE)
		
	 Moberly Regional Medical Center

1515 Union Avenue

Moberly, MO 65270 (Randolph)
	  	Moberly Hospital Company, LLC (DE)
		
	 Mesa View Regional Hospital

1299 Bertha Howe Avenue

Mesquite, NV 89027 (Clark)
	  	MMC of Nevada, LLC (DE)
		
	 The Memorial Hospital of Salem County

310 Woodstown Road

Salem, NJ 08079 (Salem)
	  	Salem Hospital Corporation (NJ)
		
	 Alta Vista Regional Hospital

104 Legion Drive
 Las Vegas, NM 87701 (San Miguel)
	  	San Miguel Hospital Corporation (NM)
		
	 Carlsbad Medical Center

2430 West Pierce
 Carlsbad, NM 88220 (Eddy)
	  	Carlsbad Medical Center, LLC (DE)
		
	 Eastern New Mexico Medical Center

405 West Country Club Road

Roswell, NM 88201 (Chaves)
	  	Roswell Hospital Corporation (NM)
		
	 Lea Regional Medical Center

5419 N. Lovington Highway

Hobbs, NM 88240 (Lea)
	  	Lea Regional Hospital, LLC (DE)
		
	 MountainView Regional Medical Center

4311 East Lohman Avenue

Las Cruces, NM 88011 (Dona Ana)
	  	Las Cruces Medical Center, LLC (DE)
		
	 Affinity Medical Center

875 Eighth Street NE

Massillon, OH 44646 (Stark)
	  	DHSC, LLC (DE)









			
	 Hospital Name/Address (County)
	  	 Corporate Owner

	 Hillside Rehabilitation Hospital

8747 Squires Lane NE

Warren, OH 44484 (Trumbull)
	  	Warren Ohio Rehab Hospital Company, LLC (DE)
		
	 Northside Medical Center

500 Gypsy Lane
 Youngstown, OH 44501 (Trumbull and Mahoning)
	  	Youngstown Ohio Hospital Company, LLC (DE)
		
	 Trumbull Memorial Hospital

1350 East Market Street

Warren, OH 44482 (Trumbull)
	  	Warren Ohio Hospital Company, LLC (DE)
		
	 Ponca City Medical Center

1900 North 14th Street

Ponca City, OK 74601 (Kay)
	  	Kay County Oklahoma Hospital Company, LLC (OK)
		
	 Berwick Hospital Center

701 East 16th Street

Berwick, PA 18603 (Columbia)
	  	Berwick Hospital Company, LLC (DE)
		
	 Brandywine Hospital

201 Reeceville Rd.

Coatesville, PA 19320 (Chester)
	  	Coatesville Hospital Corporation (PA)
		
	 Easton Hospital

250 South 21st Street

Easton, PA 18042-3892 (Northampton)
	  	Northampton Hospital Company, LLC (DE)
		
	 Jennersville Regional Hospital

1015 West Baltimore Pike

West Grove, PA 19390 (Chester)
	  	West Grove Hospital Company, LLC (DE)
		
	 Lock Haven Hospital

24 Cree Drive
 Lock Haven, PA 17745-2699 (Washington)
	  	Clinton Hospital Corporation (PA)
		
	 Moses Taylor Hospital1
 700 Quincy Avenue
 Scranton, PA 18510-1798
(Lackawanna)
	  	Scranton Quincy Hospital Company, LLC (DE)
		
	 Phoenixville Hospital

140 Nutt Road
 Phoenixville, PA 19460 (Chester)
	  	Phoenixville Hospital Company, LLC (DE)
		
	 Pottstown Memorial Medical Center

1600 East High Street

Pottstown, PA 19464 (Montgomery)
	  	Pottstown Hospital Company, LLC (DE)

  

	1 	 This facility is in the process of being mortgaged. It should be mortgaged by February 29, 2012. 










			
	 Hospital Name/Address (County)
	  	 Corporate Owner

	 Regional Hospital of Scranton

746 Jefferson Avenue

Scranton, PA 18510 (Lackawanna)
	  	Scranton Hospital Company, LLC (DE)
		
	 Tyler Memorial Hospital

5950 SR6
 Tunkhannock, PA 18657 (Wyoming)
	  	Tunkhannock Hospital Company, LLC (DE)
		
	 Wilkes-Barre General Hospital

575 North River Street

Wilkes-Barre, PA 18764 (Luzerne and Wyoming)
	  	 Wilkes-Barre Hospital Company, LLC (DE)
 Wilkes-Barre Behavioral Hospital Company, LLC (DE)

		
	 Carolinas Hospital System

805 Pamplico Highway

Florence, SC 29505 (Florence)
	  	QHG of South Carolina, Inc. (SC)
		
	 Marion Regional Hospital

2829 East Highway 76

Mullins, SC 29574 (Marion and Horry)
	  	QHG of South Carolina, Inc. (SC)
		
	 Springs Memorial Hospital

800 W. Meeting Street

Lancaster, SC 29720 (Lancaster)
	  	Lancaster Hospital Corporation (DE)
		
	 Dyersburg Regional Medical Center

400 Tickle Street

Dyersburg, TN 38024 (Dyer)
	  	Dyersburg Hospital Corporation (TN)
		
	 Lakeway Regional Hospital

726 McFarland Street

Morristown, TN 37814 (Hamblen)
	  	Hospital of Morristown, Inc. (TN)
		
	 SkyRidge Medical Center (includes Cleveland)

2305 Chambliss Avenue

Cleveland, TN 37320 (Bradley)
	  	National Healthcare of Cleveland, Inc. (TN)
		
	 Volunteer Community Hospital

161 Mt. Pelia Road

Martin, TN 38237 (Weakley)
	  	Martin Hospital Corporation (TN)
		
	 College Station Medical Center

1604 Rock Prairie

College Station, TX 77845 (Brazos)
	  	College Station Hospital, L.P. (DE)
		
	 DeTar Hospital Navarro

506 E. San Antonio Street

Victoria, TX 77901 (Victoria)
	  	Victoria of Texas, L.P. (DE)
		
	 DeTar Hospital North

101 Medical Drive

Victoria, TX 77904 (Victoria)
	  	Victoria of Texas, L.P. (DE)









			
	 Hospital Name/Address (County)
	  	 Corporate Owner

	 Scenic Mountain Medical Center

1601 West Eleventh Place

Big Spring, TX 79720 (Howard)
	  	Big Spring Hospital Corporation (TX)
		
	 South Texas Regional Medical Center

1905 Highway 97 E

Jourdanton, TX 78026 (Atascosa)
	  	Jourdanton Hospital Corporation (TX)
		
	 Tomball Regional Medical Center

605 Holderrieth
 Tomball, TX 77375 (Harris)
	  	Tomball Texas Hospital Company, LLC (DE)
		
	 Mountain West Medical Center

2055 N. Main
 Tooele, UT 84074-2794 (Tooele)
	  	Tooele Hospital Corporation (UT)
		
	 Southern Virginia Regional Medical Center

727 North Main Street

Emporia, VA 23847 (Greensville)
	  	Emporia Hospital Corporation (VA)
		
	 Southampton Memorial Hospital

100 Fairview Drive

Franklin, VA 23851 (Southampton)
	  	Franklin Hospital Corporation (VA)
		
	 Deaconess Medical Center

800 West Fifth Avenue

Spokane, WA 99204 (Spokane)
	  	Spokane Washington Hospital Company, LLC (DE)
		
	 Valley Hospital and Medical Center

12606 East Mission

Spokane Valley, WA 99216 (Spokane)
	  	Spokane Valley Washington Hospital Company (DE)
		
	 Bluefield Regional Medical Center

500 Cherry Street

Bluefield, WV 24701 (Mercer)
	  	Bluefield Hospital Company, LLC (DE)








 Schedule 1.01(d) 

Hospitals 

 


 Abilene, Texas 
 Abilene Regional Medical Center 
 6250 Highway 83/84 

Abilene, TX 79606 
 (Taylor) 

ARMC, L.P.(DE) 
 Massillon, Ohio

 Affinity Medical Center 
 875
Eighth Street, N.E. 
 (P.O. Box 805) 

Massillon, OH 44648 
 (Stark) 

DHSC, LLC (DE) 
 Las Vegas, New Mexico

 Alta Vista Regional Hospital 

104 Legion Drive 
 Las Vegas, NM 87701

 (San Miguel) 
 San Miguel Hospital
Corporation (NM) 
 Barstow, California 
 Barstow Community Hospital 
 555 South 7th Street 

Barstow, CA 92311 
 (San Bernadino) 

Hospital of Barstow, Inc. (DE) 
 Berwick,
Pennsylvania 
 Berwick Hospital Center 
 701 East 16th Street 
 Berwick, PA 18603 
 (Columbia) 
 Berwick Hospital Company, LLC (DE) 

Alpine, Texas 
 Big Bend Regional Medical
Center 
 2600 Highway 118 North 

Alpine, TX 79830 
 (Brewster) 

Big Bend Hospital Corporation (TX)



 Bluefield, West Virginia 
 Bluefield Regional Medical Center 
 500 Cherry St. 

Bluefield, WV 24701 
 (Mercer) 

Bluefield Hospital Company, LLC (DE) 

Bluffton, Indiana 
 Bluffton Regional
Medical Center 
 303 S. Main Street 

Bluffton, IN 46714 
 (Wells) 

Bluffton Health System, LLC (DE) 

Coatesville, Pennsylvania 
 Brandywine
Hospital 
 201 Reeceville Rd. 

Coatesville, PA 19320 
 (Chester) 

Coatesville Hospital Corporation (PA) 

Brownwood, Texas 
 Brownwood Regional
Medical Center 
 1501 Burnet Drive 

(P.O. Box 760 / zip 76804) 
 Brownwood, TX 76801

 (Brown) 
 Brownwood Hospital L.P.
(DE) 
 Leesville, Louisiana 

Byrd Regional Hospital 
 1020 Fertitta Blvd.

 Leesville, LA 71446 
 (Vernon Parish)

 National Healthcare of Leesville, Inc. (DE) 
 Carlsbad, New Mexico 
 Carlsbad Medical Center 

2430 W. Pierce 
 Carlsbad, NM 88220 

(Eddy) 
 Carlsbad Medical Center, LLC (DE)


 









 Florence, South Carolina 
 Carolinas Hospital System 
 805 Pamplico Hwy 

Florence, SC 29505 
 (Florence) 

QHG of South Carolina, Inc (SC) 
 Cedar Park,
Texas 
 Cedar Park Regional Medical Center 
 1401 Medical Parkway 
 Cedar Park, TX 78613 

(Williamson) 
 Cedar Park Health System, L.P.
(DE) 
 Centre, Alabama 

Cherokee Medical Center 
 400 Northwood Drive

 Centre, AL 35960 
 (Centre)

 Centre Hospital Corporation (AL) 

Cheraw, South Carolina 
 Chesterfield
General Hospital 
 Highway 9 West (P.O. Box 151) 
 Cheraw, SC 29520 
 (Chesterfield) 
 Chesterfield/Marlboro, L.P. (DE) 
 Philadelphia, Pennsylvania 

Chestnut Hill Hospital 
 8835 Germantown Avenue

 Philadelphia, PA 19118 
 (Montgomery)

 CHHS Hospital Company, LLC (DE) 

College Station, Texas 
 College Station
Medical Center 
 (P.O. Box 10000 / zip 77842) 
 College Station, TX 77845 
 (Brazos) 
 College Station Hospital, LP (DE) 
 Huntsville, Alabama 

Crestwood Medical Center 
 One Hospital Drive SW

 Huntsville, AL 35801 
 (Madison)

 Crestwood Healthcare, L.P. (DE)



 Mt. Vernon, Illinois 
 Crossroads Community Hospital 
 #8 Doctor’s Park Road 

Mt. Vernon, IL 62864 
 (Jefferson) 

National Healthcare of Mt. Vernon, Inc. (DE) 

Oklahoma City, Oklahoma 
 Deaconess
Hospital 
 5501 N. Portland Avenue 

Oklahoma City, OK 73112-2099 
 (Oklahoma)

 Deaconess Health System, LLC (DE) 

Spokane, Washington 
 Deaconess Hospital

 800 W. 5th Avenue 
 Spokane, WA 99204

 (Spokane) 
 Spokane Washington
Hospital Company, LLC (DE) 
 Fort Payne, Alabama 
 DeKalb Regional Medical Center 
 200 Medical Center Drive 

P. O. Box 680778 
 Fort Payne, AL 35968

 (DeKalb) 
 Fort Payne Hospital
Corporation (AL) 
 Victoria, Texas 
 DeTar Hospital North 
 101 Medical Drive 
 Victoria, TX 77904 
 (Victoria) 
 Victoria of Texas, L.P. (DE) 
 Victoria, Texas 

DeTar Hospital Navarro 
 506 E. San Antonio
Street 
 Victoria, TX 77901 

(Victoria) 
 Victoria of Texas, L.P. (DE)

 Peru, Indiana 
 Dukes
Memorial Hospital 
 275 West 12th Street 
 Peru, IN 46970-1698 
 (Miami) 
 Dukes Health System, LLC (DE) 

 









 Fort Wayne, Indiana 
 Dupont Hospital 
 2520 E. Dupont Road 
 Fort Wayne, IN 46825 
 (Allen) 
 Dupont Hospital, LLC (DE) 
 Dyersburg, Tennessee 

Dyersburg Regional Medical Center 
 400 Tickle
Street 
 Dyersburg, TN 38024 
 (Dyer)

 Dyersburg Hospital Corporation (TN) 

Roswell, New Mexico 
 Eastern New Mexico
Medical Center 
 405 West Country Club Road 
 Roswell, NM 88201 
 (Chaves) 
 Roswell Hospital Corporation (NM) 
 Easton, Pennsylvania 

Easton Hospital 
 250 South 21st Street

 Easton, PA 18042-3892 
 (Northampton)

 Northampton Hospital Company, LLC (DE) 
 Evanston, Wyoming 
 Evanston Regional Hospital 

190 Arrowhead Drive 
 Evanston, WY 82930

 (Uinta) 
 Evanston Hospital
Corporation (WY) 
 Fallbrook, California 
 Fallbrook Hospital 
 624 East Elder 
 Fallbrook, CA 92028 
 (San Diego) 
 Fallbrook Hospital Corporation (DE) 
 Blue Ridge, Georgia 

Fannin Regional Hospital 
 2855 Old Highway 5,
North 
 Blue Ridge, GA 30513 
 (Fannin)

 Blue Ridge Georgia Hospital Company, LLC (DE)



 Dothan, Alabama 
 Flowers Hospital 
 4370 West Main Street 
 Dothan, AL 36305 
 (Houston) 
 Triad of Alabama, LLC (DE) 
 Forrest City, Arkansas 

Forrest City Medical Center 
 1601 Newcastle Road

 Forrest City, AR 72336 
 (Saint
Francis) 
 Forrest City Arkansas Hospital Company, LLC (AR) 
 Gadsden, Alabama 
 Gadsden Regional Medical Center 

1007 Goodyear Avenue 
 Gadsden, AL 35903

 (Etowah) 
 Gadsden Regional Medical
Center, LLC (DE) 
 Galesburg, Illinois 
 Galesburg Cottage Hospital 
 695 N. Kellogg St. 

Galesburg, IL 61401 
 (Knox) 

Galesburg Hospital Corporation (IL) 

Clarksville, Tennessee 
 Gateway Medical
Center 
 651 Dunlop Lane 
 PO Box 31629

 Clarksville, TN 37040 
 (Montgomery)

 Clarksville Health System, G.P. (DE) 

Granite City, Illinois 
 Gateway Regional
Medical Center 
 2100 Madison Avenue 

Granite City, IL 62040 
 (Madison) 

Granite City Illinois Hospital Company, LLC (IL)


 









 Ronceverte, West Virginia 
 Greenbrier Valley Medical Center 
 202 Maplewood Avenue 

(P.O. Box 497) 
 Ronceverte, WV 24970 

(Greenbrier) 
 Greenbrier VMC, LLC (DE)

 Newport, Arkansas 
 Harris
Hospital 
 1205 McLain 
 Newport, AR
72112 
 (Jackson) 
 National Healthcare
of Newport, Inc. (DE) 
 Brownsville, Tennessee 
 Haywood Park Community Hospital 
 2545 N. Washington Ave. 

Brownsville, TN 38012 
 (Haywood) 

Brownsville Hospital Corporation (TN) 

Marion, Illinois 
 Heartland Regional
Medical Center 
 3333 West DeYoung 

Marion, IL 62959 
 (Williamson) 

Marion Hospital Corporation (IL) 
 Helena,
Arkansas 
 Helena Regional Medical Center 
 1801 Martin Luther King Drive / PO Box 788 
 Helena , AR 72342 

(Phillips) 
 Phillips Hospital Corporation (AR)

 Lexington, Tennessee 

Henderson County Community Hospital 
 200 West
Church St. 
 Lexington, TN 38351 

(Henderson) 
 Lexington Hospital Corporation (TN)

 Shelbyville, Tennessee 

Heritage Medical Center 
 2835 Hwy. 23IN

 Shelbyville, TN 37160 
 (Bedford)

 Shelbyville Hospital Corporation (TN)



 Hillsboro, Texas 
 Hill Regional Hospital 
 101 Circle Drive 
 Hillsboro, TX 76645 
 (Hill) 
 NHCI of Hillsboro, Inc. (TX) 
 West Grove, Pennsylvania 

Jennersville Regional Hospital 
 1015 West
Baltimore Pike 
 West Grove, PA. 19390 

(Chester) 
 West Grove Hospital Company, LLC (DE)

 Jackson, Kentucky 
 Kentucky
River Medical Center 
 540 Jetts Drive 

Jackson, KY 41339 
 Breathitt) 

Jackson Hospital Corporation (KY) 
 Warsaw,
Indiana 
 Kosciusko Community Hospital 
 2101 East DuBois Drive 
 Warsaw, IN 46580 
 (Kosciusko) 
 Warsaw Health System, LLC (DE) 

Greenville, Alabama 
 L.V. Stabler
Memorial Hospital 
 29 L.V. Stabler Drive 
 Greenville, AL 36037 
 (Butler) 
 Greenville Hospital Corporation (AL) 
 Granbury, Texas 

Lake Granbury Medical Center 
 1310 Paluxy Road

 Granbury, TX 76048 
 (Hood)

 Granbury Hospital Corporation (TX) 

Lake Wales, Florida 
 Lake Wales Medical
Center 
 410 South 11th Street 
 Lake
Wales, FL 33853 
 (Polk) 
 Lake Wales
Hospital Corporation (FL) 

 









 Morristown, Tennessee 
 Lakeway Regional Hospital 
 726 McFarland Street 

Morristown, TN 37814 
 (Hamblen) 

Hospital of Morristown, Inc. (TN) 
 Laredo,
Texas 
 Laredo Medical Center 

1700 East Saunders 
 Laredo, TX 78041 

(Webb) 
 Laredo Texas Hospital Company, L.P. (TX)

 Hobbs, New Mexico 
 Lea
Regional Medical Center 
 5419 N. Lovington Hwy 
 (P.O. Box 3000) 
 Hobbs, NM 88240 
 (Lea) 
 Lea Regional Hospital, LLC (DE) 
 Lock Haven, Pennsylvania 
 Lock Haven Hospital 

24 Cree Drive 
 Lock Haven, PA 17745-2699

 (Washington) 
 Clinton Hospital
Corporation (PA) 
 Longview, Texas 
 Longview Regional Medical Center 
 2901 N. Fourth Street 

(P.O. Box 14000 / zip 75607) 
 Longview, TX 75605

 (Gregg) 
 Longview Medical Center,
L.P. (DE) 
 Fort Wayne, Indiana 

Lutheran Hospital 
 7950 W. Jefferson Blvd.

 Fort Wayne, IN 46804 
 (Allen)

 IOM Health System, L.P. (IN) 

McKenzie, Tennessee 
 McKenzie Regional
Hospital 
 161 Hospital Dr. 
 McKenzie,
TN 38201 
 (Carroll) 
 McKenzie
Tennessee Hospital Company, LLC (DE) 


 Springfield, Oregon 
 McKenzie-Willamette Medical Center 
 1460 G Street 

Springfield, OR 97477 
 (Lane) 

McKenzie-Willamette Regional Medical Center Associates, LLC (DE) 
 Selmer, Tennessee 
 McNairy Regional Hospital 

705 Poplar Ave. 
 Selmer, TN 38375 

(McNairy) 
 McNairy Hospital Corporation (TN)

 Mullins, SC 
 Marion Regional
Hospital 
 2829 East Hwy 76 
 Mullins,
SC 29574 
 (Marion) 
 QHG of South
Carolina, Inc (SC) 
 Bennettsville, South Carolina 
 Marlboro Park Hospital 
 1138 Cheraw Hwy (P.O. Box 738) 

Bennettsville, SC 29512 
 (Marlboro) 

Chesterfield/Marlboro, L.P. (DE) 

Williamston, North Carolina 
 Martin
General Hospital 
 310 S. McCaskey Road 

Williamston, NC 27892 
 (Martin) 

Williamston Hospital Corporation (NC) 

Spartanburg, South Carolina 
 Mary Black
Health System 
 1700 Skylyn Drive 

Spartanburg, SC 29307 
 (Spartanburg) 

Mary Black Health System, LLC (DE) 
 Palmer,
Alaska 
 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 (AK) 

 









 Enterprise, Alabama 
 Medical Center Enterprise 
 400 North Edwards Street 

Enterprise, AL 36330 
 (Coffee) 

QHG of Enterprise, Inc. (AL) 
 El Dorado,
Arkansas 
 Medical Center of South Arkansas 
 700 W. Grove Street 
 El Dorado, AR 71730 
 (Union) 
 MCSA, LLC (AR) 
 Salem, New Jersey 
 The Memorial Hospital of Salem County 

310 Woodstown Road 
 Salem, NJ 08079 

(Salem) 
 Salem Hospital Corporation (NJ)

 Mesquite, Nevada 
 Mesa View
Regional Hospital 
 1299 Bertha Howe Avenue 
 (P.O. Box 3540 / zip 89024-3540) 
 Mesquite, NV 89027 

(Clark) 
 MMC of Nevada, LLC (DE) 

Peckville, Pennsylvania 
 Mid-Valley
Hospital 
 1400 Main Street 

Peckville, PA 18542 
 (Lackawanna) 

Peckville Hospital Company, LLC (De) 

Deming, New Mexico 
 Mimbres Memorial
Hospital 
 900 W. Ash Street 
 Deming,
NM 88030 
 (Luna) 
 Deming Hospital
Corporation (NM) 
 Moberly, Missouri 
 Moberly Regional Medical Center 
 1515 Union Avenue 

Moberly, MO 65270 
 (Randolph) 

Moberly Hospital Company, LLC (DE)



 Scranton, Pennsylvania 
 Moses Taylor Hospital 
 700 Quincy Avenue 
 Scranton, PA 18510 
 (Lackawanna) 
 Scranton Quincy Hospital Company, LLC (DE) 
 Tooele, Utah 

Mountain West Medical Center 
 2055 N. Main

 Tooele, UT 84074-2794 
 (Tooele)

 Tooele Hospital Corporation (UT) 

Las Cruces, New Mexico 
 MountainView
Regional Medical Center 
 4311 East Lohman Avenue 
 Las Cruces, NM 88011 
 (Dona Ana) 
 Las Cruces Medical Center, LLC (DE) 
 Corsicana, Texas 

Navarro Regional Hospital 
 3201 W. Highway 22

 Corsicana, TX 75110 
 (Navarro)

 Navarro Hospital, L.P. (DE) 

Crestview, Florida 
 North Okaloosa
Medical Center 
 151 Redstone Avenue, S.E. 
 Crestview, FL 32539-6026 
 (Okaloosa) 
 Crestview Hospital Corporation (FL) 
 Kirksville, Missouri 

Northeast Regional Medical Center 
 315 S.
Osteopathy 
 Kirksville, MO 63501 

(Adair) 
 Kirksville Missouri Hospital Company,
LLC (MO) 
 Ruston, Louisiana 

Northern Louisiana Medical Center 
 401 East
Vaughn Avenue 
 Ruston, LA 71270 

(Lincoln Parish) 
 Ruston Louisiana Hospital
Company, LLC (DE) 

 









 Youngstown, Ohio 
 Northside Medical Center 
 500 Gypsy Lane 
 Youngstown, OH 
 (Mahoning) 
 Youngstown Ohio Hospital Company, LLC (DE) 
 Tucson, Arizona 

Northwest Medical Center 
 6200 N. LaCholla Blvd.

 Tucson, AZ 85741 
 (Pima) 

Northwest Hospital, LLC (DE) 
 Bentonville,
Arkansas 
 Northwest Medical Center - Bentonville 
 3000 Medical Center Pkwy. 
 Bentonville, AR 72712 

(Benton) 
 Northwest Arkansas Hospitals, LLC (DE)

 Springdale, Arkansas 

Northwest Medical Center - Springdale 
 609 W.
Maple 
 Springdale, AR 72764 

(Washington and Benton) 
 Northwest Arkansas
Hospitals, LLC (DE) 
 Oro Valley, Arizona 
 Oro Valley Hospital 
 1551 E. Tangerine Road 

Oro Valley, AZ 85755 
 (Pima) 

Oro Valley Hospital, LLC (DE) 
 Fort Wayne,
IN 
 The Orthopedic Hospital of Lutheran Health Network 
 700 Broadway 
 Fort Wayne, IN 46802 
 (Allen) 
 Lutheran Musculoskeletal Center, LLC (DE) 

Fulton, Kentucky 
 Parkway Regional
Hospital 
 2000 Holiday Lane (P.O. Box 866) 
 Fulton, KY 42041 
 (Fulton) 
 Hospital of Fulton, Inc. (KY)



 Payson, Arizona 
 Payson Regional Medical Center 
 807 South Ponderosa 

Payson, AZ 85541 
 (Gila) 

Payson Hospital Corporation (AZ) 

Phoenixville, Pennsylvania 
 Phoenixville
Hospital 
 140 Nutt Road 

Phoenixville, PA 19460 
 (Chester) 

Phoenixville Hospital Company, LLC (DE) 
 Oak
Hill, West Virginia 
 Plateau Medical Center 
 430 Main Street 
 Oak Hill, WV 25901 
 (Fayette) 
 Oak Hill Hospital Corporation (WV) 

Ponca City, Oklahoma 
 Ponca City Medical
Center 
 1900 North 14th Street 
 Ponca
City, OK 74601 
 (Kay and Osage) 
 Kay
County Oklahoma Hospital Company, LLC (OK) 
 Valparaiso, Indiana 
 Porter Hospital 
 814 LaPorte Avenue 
 Valparaiso, IN 46383 
 (Porter) 
 Porter Hospital, LLC (DE) 
 Pottstown, Pennsylvania 

Pottstown Memorial Medical Center 
 1600 East
High Street 
 Pottstown, PA 19464 

(Montgomery) 
 Pottstown Hospital Company, LLC
(DE) 
 Red Bud, Illinois 
 Red
Bud Regional Hospital 
 325 Spring Street 
 Red Bud, IL 62278 
 (Randolph) 
 Red Bud Illinois Hospital Company, LLC (IL) 

 









 Jackson, Tennessee 
 Regional Hospital of Jackson 
 367 Hospital Blvd. 

Jackson, TN 38305 
 (Madison) 

Jackson, Tennessee Hospital Company, LLC 
 (TN)

 Scranton, Pennsylvania 

Regional Hospital of Scranton 
 746 Jefferson
Ave. 
 Scranton, PA 18510 

(Lackawanna) 
 Scranton Hospital Company, LLC
(DE) 
 Vicksburg, Mississippi 

River Region Health System 
 2100 Highway 61
North 
 Vicksburg, MS 39183 
 (Warren)

 Vicksburg Healthcare, LLC (DE) 

San Angelo, Texas 
 San Angelo Community
Medical Center 
 3501 Knickerbocker Road 
 San Angelo, TX 76904 
 (Tom Green) 
 San Angelo Hospital, L.P. (DE) 
 Big Spring, Texas 

Scenic Mountain Medical Center 
 1601 West
Eleventh Place 
 Big Spring, TX 79720 

(Howard) 
 Big Spring Hospital Corporation (TX)

 Siloam Springs, AR 
 Siloam
Springs Memorial Hospital 
 205 E. Jefferson Street 
 Siloam Springs, AR 72761 
 (Benton) 
 Siloam Springs Arkansas Hospital Company, LLC (DE) 
 Cleveland, Tennessee 

SkyRidge Medical Center 
 2305 Chambliss Avenue

 Cleveland, TN 37311 
 (Bradley)

 Cleveland Tennessee Hospital Company, LLC (DE)



 Foley, Alabama 
 South Baldwin Regional Medical Center 
 1613 North McKenzie Street 

Foley, AL 36535 
 (Baldwin) 

Foley Hospital Corporation (AL) 
 Jourdanton,
Texas 
 South Texas Regional Medical Center 
 1905 Highway 97 E 
 Jourdanton, TX 78026 
 (Atascosa) 
 Jourdanton Hospital Corporation (TX) 

Franklin, Virginia 
 Southampton Memorial
Hospital 
 100 Fairview Drive 

Franklin, VA 23851 
 (Franklin) 

Franklin Hospital Corporation (VA) 
 Emporia,
Virginia 
 Southern Virginia Regional Medical Center 
 727 North Main Street 
 Emporia, VA 23847 
 (Emporia) 
 Emporia Hospital Corporation (VA) 

Petersburg, Virginia 
 Southside Regional
Medical Center 
 200 Medical Park Blvd. 

Petersburg, VA 23805 
 (Petersburg) 

Petersburg Hospital Company, LLC (VA) 

Nanticoke, Pennsylvania 
 Special Care
Hospital 
 128 W. Washington Street 

Nanticoke, PA 18634 
 (Luzerne) 

Nanticoke Hospital Company, LLC (DE) 

Lancaster, South Carolina 
 Springs
Memorial Hospital 
 800 W. Meeting Street 
 Lancaster, SC 29720 
 (Lancaster) 
 Lancaster Hospital Corporation (DE) 

 









 Fort Wayne, Indiana 
 St. Joseph Hospital 
 700 Broadway 
 Fort Wayne, IN 46802 
 (Allen) 
 St. Joseph Health System, LLC (DE) 
 Sunbury, Pennsylvania 

Sunbury Community Hospital 
 350 N. Eleventh
Street (P. O. Box 737) 
 Sunbury, PA 17801 
 (Northumberland) 
 Sunbury Hospital Company, LLC (DE) 

Louisa, Kentucky 
 Three Rivers Medical
Center 
 2483 Highway 644 (P.O. Box 769) 
 Louisa, KY 41230 
 (Lawrence) 
 Hospital of Louisa, Inc. (KY) 
 Tomball, Texas 

Tomball Regional Medical Center 
 605 Holderrieth

 Tomball, TX 77375 
 (Harris)

 Tomball Texas Hospital Company, LLC (DE) 
 Augusta, Georgia 
 Trinity Hospital of Augusta 

2260 Wrightsboro Road 
 Augusta, GA 30904

 (Richmond) 
 Augusta Hospital, LLC
(DE) 
 Birmingham, Alabama 

Trinity Medical Center 
 800 Montclair Road

 Birmingham, AL 35213 
 (Jefferson)

 Affinity Hospital, LLC (DE) 

Warren, Ohio 
 Trumbull Memorial Hospital

 1350 E. Market St. 
 Warren, OH

 (Trumbull) 
 Warren Ohio Hospital
Company, LLC (DE) 


 Tunkhannock, Pennsylvania 
 Tyler Memorial Hospital 
 880 SR 6 West 
 Tunkhannock, PA 18657 
 (Wyoming) 
 Tunkhannock Hospital Company, LLC (DE) 
 Anna, Illinois 

Union County Hospital 
 517 North Main

 Anna, IL 62906 
 (Union) 

Anna Hospital Corporation (IL) 
 Spokane
Valley, Washington 
 Valley Hospital 
 12606 East Mission Avenue 
 Spokane Valley, WA 99216 

(Spokane) 
 Spokane Valley Washington Hospital
Company, LLC (DE) 
 Waukegan, Illinois 
 Vista Medical Center 
 1324 N. Sheridan Road 

Waukegan, IL 60085 
 (Lake County) 

Waukegan Illinois Hospital Company, LLC (IL) 

Martin, Tennessee 
 Volunteer Community
Hospital 
 161 Mt. Pelia Road 
 Martin,
TN 38237 
 (Weakley) 
 Martin Hospital
Corporation (TN) 
 Watsonville, California 
 Watsonville Community Hospital 
 75 Nielson Street 

Watsonville, CA 95076 
 (Santa Cruz) 

Watsonville Hospital Corporation (DE) 

Weatherford, Texas 
 Weatherford Regional
Medical Center 
 713 E. Anderson Street 

Weatherford, TX 76086 
 (Parker) 

Weatherford Texas Hospital Company, LLC (TX)


 








 Hattiesburg, Mississippi 
 Wesley Medical Center 
 5001 Hardy Street 
 Hattiesburg, MS 39402 
 (Forrest) 
 Wesley Health System, LLC (DE) 
 Bullhead City, Arizona 

Western Arizona Regional Medical Center 
 2735
Silver Creek Road 
 Bullhead City, AZ 86442 
 (Mohave) 
 Bullhead City Hospital Corporation (AZ) 

Johnson, Arkansas 
 Willow Creek
Women’s Hospital 
 4301 Greathouse Springs Rd. 
 (P.O. Box 544) 
 Johnson, AR 72741 
 (Washington) 
 Northwest Arkansas Hospitals, LLC (DE) 

Wilkes - Barre, Pennsylvania 

Wilkes-Barre General Hospital 
 575 North River
Street 
 Wilkes-Barre, PA 18764-0001 

(Luzerne) 
 Wilkes-Barre Hospital Company, LLC
(DE) 
 Lake Charles, Louisiana 

Women & Children’s Hospital 
 4200
Nelson Road 
 Lake Charles, LA 70605 

(Calcasieu) 
 Women & Children’s
Hospital, LLC (DE) 
 Lufkin, Texas 
 Woodland Heights Medical Center 
 505 S. John Redditt Drive 

(P.O. Box 150610 / zip 75915) 
 Lufkin, TX 75904

 (Angelina) 
 Piney Woods Healthcare
System, L.P. (DE) 
 Woodward, Oklahoma 
 Woodward Regional Hospital 
 900 17th Street 

Woodward, OK 73801 
 (Woodward) 

Woodward Health System, LLC (DE) 







 Schedule 1.01(e) 

Certain Permitted Joint Ventures 
 1. Sunbury Hospital Corporation (Sunbury, PA) 







 Schedule 1.01(f) 

Certain Subsidiaries 

None. 







 Schedule 2.01 

Lenders and Commitments 

On file with the Administrative Agent. 







 Schedule 3.08 

Subsidiaries 
  

			
	 Legal Entity
	  	Percentage
Owned
	 5300 Grand Limited Partnership
	  	69%
	 A Woman’s Place, LLC
	  	100%
	 Abilene Clinic Asset Holding Company, LLC
	  	100%
	 Abilene Hospital, LLC
	  	100%
	 Abilene Merger, LLC
	  	100%
	 Affinity Health Systems, LLC
	  	99.5%
	 Affinity Hospital, LLC
	  	99.5%
	 Affinity Orthopedic Services, LLC
	  	100%
	 Affinity Physician Services, LLC
	  	100%
	 Affinity Skilled Nursing, LLC
	  	100%
	 Alaska Physician Services, LLC
	  	100%
	 Alice Hospital, LLC
	  	100%
	 Ambulance Services of Dyersburg, Inc.
	  	100%
	 Ambulance Services of Forrest City, LLC
	  	100%
	 Ambulance Services of Lexington, Inc.
	  	100%
	 Ambulance Services of McKenzie, Inc.
	  	100%
	 Ambulance Services of McNairy, Inc.
	  	100%
	 Ambulance Services of Tooele, LLC
	  	100%
	 American Health Facilities Development, LLC
	  	100%
	 Anesthesiology Group of Hattiesburg, LLC
	  	100%
	 Angelo Community Healthcare Services, Inc.
	  	100%
	 Anna Clinic Corp.
	  	100%
	 Anna Home Care Services, LLC
	  	100%
	 Anna Hospital Corporation
	  	100%
	 APS Medical, LLC
	  	100%
	 Arizona ASC Management, Inc.
	  	100%
	 Arizona DH, LLC
	  	100%
	 Arizona Medco, LLC
	  	100%
	 ARMC, LP
	  	100%
	 Arusha LLC
	  	70.5%
	 Augusta Health System, LLC
	  	66.37%
	 Augusta Home Care Services, LLC
	  	100%
	 Augusta Hospital, LLC
	  	66.37%
	 Augusta Physician Services, LLC
	  	100%
	 Barberton Health System, LLC
	  	100%
	 Barberton Physician Services, LLC
	  	100%
	 Barstow Healthcare Management, Inc.
	  	100%
	 Beauco, LLC
	  	100%
	 Beaumont Medical Center, L.P.
	  	100%
	 Beaumont Regional, LLC
	  	100%
	 Berwick Clinic Company, LLC
	  	100%









			
	 Berwick Clinic Corp.
	  	100%
	 Berwick Home Care Services, LLC
	  	100%
	 Berwick Home Health Private Care, Inc.
	  	100%
	 Berwick Hospital Company, LLC
	  	100%
	 BH Trans Company, LLC
	  	100%
	 Big Bend Home Care Services, LLC
	  	100%
	 Big Bend Hospital Corporation
	  	100%
	 Big Spring Hospital Corporation
	  	100%
	 Birmingham Holdings, LLC
	  	100%
	 Birmingham Holdings II, LLC
	  	100%
	 Bluefield Holdings, LLC
	  	100%
	 Bluefield Hospital Company, LLC
	  	100%
	 Blue Island Clinic Company, LLC
	  	100%
	 Blue Island Home Care Services, LLC
	  	100%
	 Blue Island Hospital Company, LLC
	  	100%
	 Blue Island Illinois Holdings, LLC
	  	100%
	 Blue Ridge Georgia Hospital Company, LLC
	  	98.21%
	 Bluffton Health System, LLC
	  	100%
	 Bluffton Physician Services, LLC
	  	100%
	 Brandywine Hospital Malpractice Assistance Fund, Inc.
	  	100%
	 Brazos Valley of Texas, L.P.
	  	100%
	 Brazos Valley Surgical Center, LLC
	  	100%
	 Broken Arrow Medical Group, LLC
	  	100%
	 Brooklyn Medical Associates, LLC
	  	100%
	 Brownsville Clinic Corp.
	  	100%
	 Brownsville Hospital Corporation
	  	100%
	 Brownwood Asset Holding Company, LLC
	  	100%
	 Brownwood Hospital, L.P.
	  	100%
	 Brownwood Medical Center, LLC
	  	100%
	 Bullhead City Clinic Corp.
	  	100%
	 Bullhead City Hospital Corporation
	  	100%
	 Bullhead City Hospital Investment Corporation
	  	100%
	 Bullhead City Imaging Corporation
	  	100%
	 Byrd Medical Clinic, Inc.
	  	100%
	 Cardiology Associates of Spokane, LLC
	  	100%
	 Cardiology Associates of Tri-cities, LLC
	  	100%
	 Carlsbad Medical Center, LLC
	  	100%
	 Carolina Surgery Center, LLC
	  	52.27%
	 Carolinas Internal Medicine, LLC
	  	100%
	 Carolinas Medical Alliance, Inc.
	  	100%
	 Carolinas OB/GYN Medical Group, LLC
	  	100%
	 Cedar Park Health System, L.P.
	  	80%
	 Center for Adult Healthcare, LLC
	  	100%
	 Central Alabama Physician Services, Inc.
	  	100%









			
	 Centre Clinic Corp.
	  	100%
	 Centre Home Care Corporation
	  	100%
	 Centre Hospital Corporation
	  	100%
	 Centre RHC Corp.
	  	100%
	 Chaves County New Mexico Hospital Company, LLC
	  	100%
	 Chesterfield Clinic Corp.
	  	100%
	 Chesterfield/Marlboro, L.P.
	  	100%
	 Chestnut Hill Clinic Company, LLC
	  	85%
	 Chestnut Hill Health System, LLC
	  	85%
	 CHHS ALF Company, LLC
	  	85%
	 CHHS Development Company, LLC
	  	85%
	 CHHS Holdings, LLC
	  	100%
	 CHHS Hospital Company, LLC
	  	85%
	 CHHS Rehab Company, LLC
	  	85%
	 CHS Kentucky Holdings, LLC
	  	100%
	 CHS Pennsylvania Holdings, LLC
	  	100%
	 CHS PSO, LLC
	  	100%
	 CHS Realty Holdings I, Inc.
	  	100%
	 CHS Realty Holdings II, Inc.
	  	100%
	 CHS Realty Holdings Joint Venture
	  	100%
	 CHS Utah Holdings, LLC
	  	100%
	 CHS Virginia Holdings, LLC
	  	100%
	 CHS Washington Holdings, LLC
	  	100%
	 CHS/Community Health Systems, Inc.
	  	100%
	 CHSPSC Leasing, Inc.
	  	100%
	 Claremore Anesthesia, LLC
	  	100%
	 Claremore Internal Medicine, LLC
	  	100%
	 Claremore Physicians, LLC
	  	100%
	 Claremore Regional Hospital, LLC
	  	100%
	 Clarksville Health System, G.P.
	  	80%
	 Clarksville Holdings, LLC
	  	100%
	 Clarksville Home Care Services, LLC
	  	80%
	 Clarksville Physician Services, G.P.
	  	80%
	 Cleveland Home Care Services, LLC
	  	100%
	 Cleveland Hospital Corporation
	  	100%
	 Cleveland Medical Clinic, Inc.
	  	100%
	 Cleveland PHO, Inc.
	  	100%
	 Cleveland Tennessee Hospital Company, LLC
	  	100%
	 Clinton County Health System, LLC
	  	100%
	 Clinton Hospital Corporation
	  	100%
	 Coatesville Cardiology Clinic, LLC
	  	100%
	 Coatesville Clinic Company, LLC
	  	100%
	 Coatesville Hospital Corporation
	  	100%
	 C-OK, LLC
	  	100%









			
	 College Station Clinic Asset Holding Company, LLC
	  	100%
	 College Station Hospital, L.P.
	  	100%
	 College Station Medical Center, LLC
	  	100%
	 College Station Merger, LLC
	  	100%
	 College Station RHC Company, LLC
	  	100%
	 Community GP Corp.
	  	100%
	 Community Health Care Partners, Inc.
	  	100%
	 Community Health Investment Company, LLC
	  	100%
	 Community Health Network, Inc.
	  	100%
	 Community Health Physicians Operations Holding Company, LLC
	  	100%
	 Community Health Systems Foundation
	  	100%
	 Community Health Systems Professional Services Corporation
	  	100%
	 Community Health Systems Professional Services Corporation Political Action Committee
	  	100%
	 Community Health United Home Care, LLC
	  	100%
	 Community Insurance Group SPC, LTD.
	  	100%
	 Community LP Corp.
	  	100%
	 Community Network Solutions, LLC
	  	100%
	 Coronado Medical, LLC
	  	100%
	 Cottage Home Options, L.L.C.
	  	100%
	 Coventry Clinic Company, LLC
	  	100%
	 CP Hospital GP, LLC
	  	100%
	 CPLP, LLC
	  	100%
	 Crestview Hospital Corporation
	  	96.2%
	 Crestview Professional Condominiums Association, Inc.
	  	63.8%
	 Crestview Surgery Center, L.P.
	  	100%
	 Crestwood Healthcare, L.P.
	  	90.29%
	 Crestwood Hospital LP, LLC
	  	100%
	 Crestwood Hospital, LLC
	  	100%
	 Crestwood Physician Services, LLC
	  	100%
	 Crestwood Surgery Center, LLC
	  	90.29%
	 Crossroads Home Care Services, LLC
	  	100%
	 Crossroads Physician Corp.
	  	100%
	 CSMC, LLC
	  	100%
	 CSRA Holdings, LLC
	  	100%
	 Dallas Phy Service, LLC
	  	100%
	 Dallas Physician Practice, L.P.
	  	100%
	 Day Surgery, Inc.
	  	100%
	 Deaconess Clinical Associates, Inc.
	  	96.85%
	 Deaconess Health System, LLC
	  	96.85%
	 Deaconess Holdings, LLC
	  	100%
	 Deaconess Hospital Holdings, LLC
	  	100%
	 Deaconess Metropolitan Physicians, LLC
	  	100%
	 Deaconess Physician Services, LLC
	  	100%
	 Deming Clinic Corporation
	  	100%









			
	 Deming Home Care Services, LLC
	  	100%
	 Deming Hospital Corporation
	  	100%
	 Deming Nursing Home Company, LLC
	  	100%
	 Desert Hospital Holdings, LLC
	  	100%
	 Detar Hospital, LLC
	  	100%
	 DFW Physerv, LLC
	  	100%
	 DH Cardiology, LLC
	  	100%
	 DHFW Holdings, LLC
	  	100%
	 DHSC, LLC
	  	100%
	 Diagnostic Imaging Management of Brandywine Valley, LLC
	  	100%
	 Doctors Hospital Physician Services, LLC
	  	100%
	 Doctors of Laredo, LLC
	  	100%
	 Dukes Health System, LLC
	  	100%
	 Dukes Physician Services, LLC
	  	100%
	 Dupont Hospital, LLC
	  	72.03%
	 Dyersburg Clinic Corp.
	  	100%
	 Dyersburg HBP Medical Group, LLC
	  	100%
	 Dyersburg Home Care Services, LLC
	  	100%
	 Dyersburg Hospital Corporation
	  	100%
	 E.D. Clinics, LLC
	  	100%
	 East Tennessee Clinic Corp.
	  	100%
	 East Tennessee Health Systems, Inc.
	  	100%
	 Easton Hospital Malpractice Assistance Fund, Inc.
	  	100%
	 Edge Medical Clinic, Inc.
	  	100%
	 Edwardsville Ambulatory Surgery Center, L.L.C.
	  	68.1%
	 El Dorado Home Care Services, LLC
	  	100%
	 El Dorado Surgery Center, L.P.
	  	59.36%
	 EL MED, LLC
	  	100%
	 Eligibility Screening Services, LLC
	  	100%
	 Empire Health Services
	  	100%
	 Emporia Clinic Corp.
	  	100%
	 Emporia Home Care Services, LLC
	  	100%
	 Emporia Hospital Corporation
	  	100%
	 Enterprise Clinic, LLC
	  	100%
	 Eufaula Clinic Corp.
	  	100%
	 Eufaula Hospital Corporation
	  	100%
	 Evanston Clinic Corp.
	  	100%
	 Evanston Hospital Corporation
	  	100%
	 Fallbrook Home Care Services, LLC
	  	100%
	 Fallbrook Hospital Corporation
	  	100%
	 Family Home Care, Inc.
	  	100%
	 Fannin Regional Orthopaedic Center, Inc.
	  	100%
	 First Choice Health Network, Inc.
	  	8.33%
	 Florence Home Care Services, LLC
	  	100%









			
	 Flowers Real Estate Holdings, LLC
	  	100%
	 Foley Clinic Corp.
	  	100%
	 Foley Home Health Corporation
	  	100%
	 Foley Hospital Corporation
	  	100%
	 Forrest City Arkansas Hospital Company, LLC
	  	100%
	 Forrest City Clinic Company, LLC
	  	100%
	 Forrest City Hospital Corporation
	  	100%
	 Fort Payne Clinic Corp.
	  	100%
	 Fort Payne Home Care Corporation
	  	100%
	 Fort Payne Hospital Corporation
	  	100%
	 Fort Payne RHC Corp.
	  	100%
	 Frankfort Health Partner, Inc.
	  	100%
	 Franklin Clinic Corp.
	  	100%
	 Franklin Home Care Services, LLC
	  	100%
	 Franklin Hospital Corporation
	  	100%
	 Fulton Home Care Services, LLC
	  	100%
	 Gadsden Home Care Services, LLC
	  	100%
	 Gadsden Regional Medical Center, LLC
	  	100%
	 Gadsden Regional Physician Group Practice, LLC
	  	100%
	 Gadsden Regional Primary Care, LLC
	  	100%
	 Galesburg Home Care Corporation
	  	100%
	 Galesburg Hospital Corporation
	  	100%
	 Galesburg In-Home Assistance, Inc.
	  	100%
	 Galesburg Professional Services, LLC
	  	100%
	 Gateway Malpractice Assistance Fund, Inc.
	  	100%
	 Gateway Medical Services, Inc.
	  	100%
	 Granbury Clinic Asset Holding Company, LLC
	  	100%
	 Granbury Hospital Corporation
	  	100%
	 Granbury Texas Hospital Investment Corporation
	  	100%
	 Granite City ASC Investment Company, LLC
	  	100%
	 Granite City Clinic Corp.
	  	100%
	 Granite City Home Care Services, LLC
	  	100%
	 Granite City Hospital Corporation
	  	100%
	 Granite City Illinois Hospital Company, LLC
	  	100%
	 Granite City Orthopedic Physicians Company, LLC
	  	100%
	 Granite City Physicians Corp.
	  	100%
	 GRB Real Estate, LLC
	  	100%
	 Great Plains Medical Foundation
	  	100%
	 Greenbrier Valley Anesthesia, LLC
	  	100%
	 Greenbrier Valley Emergency Physicians, LLC
	  	100%
	 Greenbrier VMC, LLC
	  	96%
	 Greenville Clinic Corp.
	  	100%
	 Greenville Hospital Corporation
	  	100%
	 GRMC Holdings, LLC
	  	100%









			
	 Gulf Coast Hospital, L.P.
	  	100%
	 Gulf Coast Medical Center, LLC
	  	100%
	 Hallmark Healthcare Company, LLC
	  	100%
	 Harris Managed Services, Inc.
	  	100%
	 Harris Medical Clinics, Inc.
	  	100%
	 Hattiesburg ASC-GP, LLC
	  	100%
	 Hattiesburg Home Care Services, LLC
	  	100%
	 Haven Clinton Medical Associates, LLC
	  	100%
	 Healthcare of Forsyth County, Inc.
	  	100%
	 Healthwest Holdings, Inc.
	  	100%
	 Heartland Malpractice Assistance Fund, Inc.
	  	100%
	 Heartland Regional Health System, LLC
	  	100%
	 Heartland Rural Healthcare, LLC
	  	100%
	 Helena Home Care Services, LLC
	  	100%
	 Hidden Valley Medical Center, Inc.
	  	100%
	 Highland Health Systems, Inc.
	  	100%
	 Hill Regional Clinic Corp.
	  	100%
	 Hill Regional Medical Group
	  	100%
	 Hobbs Medco, LLC
	  	100%
	 Hobbs Physician Practice, LLC
	  	100%
	 Hood Medical Group
	  	100%
	 Hood Medical Services, Inc.
	  	100%
	 Hospital of Barstow, Inc.
	  	100%
	 Hospital of Fulton, Inc.
	  	100%
	 Hospital of Louisa, Inc.
	  	100%
	 Hospital of Morristown, Inc.
	  	100%
	 Hot Springs Outpatient Surgery Center, G.P.
	  	100%
	 HTI Tucson Rehabilitation, Inc.
	  	100%
	 Humble Texas Home Care Corporation
	  	100%
	 Huntington Associates
	  	100%
	 INACTCO, Inc.
	  	100%
	 In-Home Assistance, L.L.C.
	  	100%
	 In-Home Medical Equipment Supplies and Services, Inc.
	  	100%
	 Innovative Recoveries, LLC
	  	100%
	 Intermountain Medical Group, Inc.
	  	100%
	 IOM Health System, L.P.
	  	86.3%
	 Jackson Home Care Services, LLC
	  	100%
	 Jackson Hospital Corporation (KY)
	  	100%
	 Jackson Hospital Corporation (TN)
	  	100%
	 Jackson Physician Corp.
	  	100%
	 Jackson, Tennessee Hospital Company, LLC
	  	96.94%
	 Jennersville Family Medicine, LLC
	  	100%
	 Jennersville Regional Hospital Malpractice Assistance Fund, Inc.
	  	100%
	 Jourdanton Clinic Asset Holding Company, LLC
	  	100%









			
	 Jourdanton Home Care Services, LLC
	  	100%
	 Jourdanton Hospital Corporation
	  	100%
	 Kay County Clinic Company, LLC
	  	100%
	 Kay County Hospital Corporation
	  	100%
	 Kay County Oklahoma Hospital Company, LLC
	  	100%
	 Kentucky River HBP, LLC
	  	100%
	 Kentucky River Physician Corporation
	  	100%
	 King’s Daughters Malpractice Assistance Fund, Inc.
	  	100%
	 Kirksville Academic Medicine, LLC
	  	100%
	 Kirksville Clinic Corp.
	  	100%
	 Kirksville Hospital Company, LLC
	  	100%
	 Kirksville Missouri Hospital Company, LLC
	  	86.42%
	 Kirksville Physical Therapy Services, LLC
	  	100%
	 Knox Clinic Corp.
	  	100%
	 Kosciusko Medical Group, LLC
	  	100%
	 Lake Area Physician Services, LLC
	  	100%
	 Lake Area Surgicare, A Partnership in Commendam
	  	85.75%
	 Lake Wales Clinic Corp.
	  	100%
	 Lake Wales Hospital Corporation
	  	93.56%
	 Lake Wales Hospital Investment Corporation
	  	93.56%
	 Lakeland Home Care Services, LLC
	  	100%
	 Lakeway Hospital Corporation
	  	100%
	 Lancaster Clinic Corp.
	  	100%
	 Lancaster Home Care Services, LLC
	  	100%
	 Lancaster Hospital Corporation
	  	100%
	 Lancaster Imaging Center, LLC
	  	100%
	 Laredo Texas Hospital Company, L.P.
	  	94.87%
	 Las Cruces ASC-GP, LLC
	  	100%
	 Las Cruces Medical Center, LLC
	  	100%
	 Las Cruces Physician Services, LLC
	  	100%
	 Las Cruces Surgery Center, L.P.
	  	77.88%
	 Lea Regional Hospital, LLC
	  	100%
	 Lexington Clinic Corp.
	  	100%
	 Lexington Family Physicians, LLC
	  	100%
	 Lexington Home Care Services, LLC
	  	100%
	 Lexington Hospital Corporation
	  	100%
	 Lindenhurst Illinois Hospital Company, LLC
	  	100%
	 Lindenhurst Surgery Center, LLC
	  	100%
	 Lock Haven Clinic Company, LLC
	  	100%
	 Lock Haven Home Care Services, LLC
	  	100%
	 Logan Hospital Corporation
	  	100%
	 Logan, West Virginia Hospital Company, LLC
	  	100%
	 Longview Clinic Operations Company, LLC
	  	100%
	 Longview Medical Center, L.P.
	  	73.98%









			
	 Longview Merger, LLC
	  	100%
	 Louisa Home Care Services, LLC
	  	100%
	 LRH, LLC
	  	100%
	 LS Psychiatric, LLC
	  	100%
	 Lufkin Clinic Asset Holding Company, LLC
	  	100%
	 Lutheran Health Network CBO, LLC
	  	100%
	 Lutheran Health Network Investors, LLC
	  	86.3%
	 Lutheran Health Network of Indiana, LLC
	  	100%
	 Lutheran Medical Group, LLC
	  	100%
	 Lutheran Musculoskeletal Center, LLC
	  	60%
	 Lutheran/TRMA Network, LLC
	  	43.15%
	 Madison Clinic Corp.
	  	100%
	 Madison Hospital, LLC
	  	100%
	 Marion Hospital Corporation
	  	100%
	 Marion Physician Services, LLC
	  	100%
	 Marlboro Clinic Corp.
	  	100%
	 Martin Clinic Corp.
	  	100%
	 Martin Hospital Corporation
	  	100%
	 Mary Black Health System LLC
	  	97.94%
	 Mary Black Medical Office Building Limited Partnership
	  	97.94%
	 Mary Black MOB II, L.P.
	  	97.94%
	 Mary Black Physician Services, LLC
	  	100%
	 Mary Black Physicians Group, LLC
	  	100%
	 Massillon Community Health System LLC
	  	100%
	 Massillon Health System, LLC
	  	100%
	 Massillon Holdings, LLC
	  	100%
	 Mat-Su Regional ASC GP, LLC
	  	100%
	 Mat-Su Regional Surgery Center, L.P.
	  	100%
	 Mat-Su Valley II, LLC
	  	75%
	 Mat-Su Valley III, LLC
	  	75%
	 Mat-Su Valley Medical Center, LLC
	  	74.39%
	 McKenzie Clinic Corp.
	  	100%
	 McKenzie Physician Services, LLC
	  	100%
	 McKenzie Tennessee Hospital Company, LLC
	  	100%
	 McKenzie-Willamette Regional Medical Center Associates, LLC
	  	90.51%
	 McNairy Clinic Corp.
	  	100%
	 McNairy Hospital Corporation
	  	100%
	 MCSA, L.L.C.
	  	100%
	 Medical Center at Terrell, LLC
	  	100%
	 Medical Center of Brownwood, LLC
	  	100%
	 Medical Center of Sherman, LLC
	  	100%
	 Medical Holdings, Inc.
	  	100%
	 MEDSTAT, LLC
	  	100%
	 Memorial Hospital of Salem Malpractice Assistance Fund, Inc.
	  	100%









			
	 Memorial Management, Inc.
	  	100%
	 Merger Legacy Holdings, LLC
	  	100%
	 Mesa View Physical Rehabilitation, LLC
	  	50%
	 Mesa View PT, LLC
	  	100%
	 Mesquite Clinic Management Company, LLC
	  	100%
	 MHS Ambulatory Surgery Center, Inc.
	  	100%
	 Mid-Plains, LLC
	  	100%
	 Minot Health Services, Inc.
	  	100%
	 MMC of Nevada, LLC
	  	100%
	 Moberly HBP Medical Group, LLC
	  	100%
	 Moberly Hospital Company, LLC
	  	100%
	 Moberly Medical Clinics, Inc.
	  	100%
	 Moberly Physicians Corp.
	  	100%
	 Mohave Imaging Center, LLC
	  	100%
	 Morristown Clinic Corp.
	  	100%
	 Morristown Professional Centers, Inc.
	  	100%
	 Morristown Surgery Center, LLC
	  	100%
	 MWMC Holdings, LLC
	  	100%
	 Nanticoke Hospital Company, LLC
	  	100%
	 National Healthcare of England Arkansas, Inc.
	  	100%
	 National Healthcare of Holmes County, Inc.
	  	100%
	 National Healthcare of Leesville, Inc.
	  	100%
	 National Healthcare of Mt. Vernon, Inc.
	  	100%
	 National Healthcare of Newport, Inc.
	  	100%
	 Navarro Hospital, L.P.
	  	100%
	 Navarro Regional, LLC
	  	100%
	 NC-CSH, Inc.
	  	100%
	 NC-DSH, LLC
	  	100%
	 Newport Home Care Services, LLC
	  	100%
	 NHCI of Hillsboro, Inc.
	  	100%
	 North Okaloosa Clinic Corp.
	  	100%
	 North Okaloosa Home Health Corp.
	  	100%
	 North Okaloosa Medical Corp.
	  	96.2%
	 North Okaloosa Surgery Venture Corp.
	  	100%
	 Northampton Clinic Company, LLC
	  	100%
	 Northampton Home Care, LLC
	  	100%
	 Northampton Hospital Company, LLC
	  	100%
	 Northampton Physician Services Corp.
	  	100%
	 Northampton Urgent Care, LLC
	  	100%
	 Northeast Medical Center, L.P.
	  	100%
	 Northern Indiana Oncology Center of Porter Memorial Hospital, LLC
	  	95.2%
	 Northwest Allied Physicians, LLC
	  	100%
	 Northwest Arkansas Employees, LLC
	  	100%
	 Northwest Arkansas Hospitals, LLC
	  	99.32%









			
	 Northwest Benton County Physician Services, LLC
	  	100%
	 Northwest Cardiology, LLC
	  	100%
	 Northwest Hospital, LLC
	  	100%
	 Northwest Indiana Health System, LLC
	  	90.84%
	 Northwest Marana Hospital, LLC
	  	100%
	 Northwest Medical Center CT/MRI at Marana, LLC
	  	100%
	 Northwest Physicians, LLC
	  	100%
	 Northwest Rancho Vistoso Imaging Services, LLC
	  	100%
	 Northwest Tucson ASC-GP, LLC
	  	100%
	 Northwest Tucson Surgery Center, L.P.
	  	57.42%
	 NOV Holdings, LLC
	  	100%
	 NRH, LLC
	  	100%
	 Oak Hill Clinic Corp.
	  	100%
	 Oak Hill Hospital Corporation
	  	100%
	 Oklahoma City ASC-GP, LLC
	  	100%
	 Oklahoma City Home Care Services, LLC
	  	100%
	 Olive Branch Clinic Corp.
	  	100%
	 Olive Branch Hospital, Inc.
	  	100%
	 Open MRI of Wharton, LLP
	  	100%
	 Oro Valley Hospital, LLC
	  	100%
	 Pacific Group ASC, Inc.
	  	100%
	 Pacific Physicians Services, LLC
	  	100%
	 Pain Management Joint Venture, LLP
	  	50%
	 Palm Drive Hospital, L.P.
	  	100%
	 Palm Drive Medical Center, LLC
	  	100%
	 Palmer-Wasilla Health System, LLC
	  	100%
	 Palmetto Women’s Care, LLC
	  	100%
	 Pampa Medical Center, LLC
	  	100%
	 Panhandle Medical Center, LLC
	  	100%
	 Panhandle Surgical Hospital, L.P.
	  	100%
	 Parkway Regional Medical Clinic, Inc.
	  	100%
	 Payson Healthcare Management, Inc.
	  	100%
	 Payson Home Care Services, LLC
	  	100%
	 Payson Hospital Corporation
	  	100%
	 PDMC, LLC
	  	100%
	 Peckville Hospital Company, LLC
	  	100%
	 Pecos Valley of New Mexico, LLC
	  	100%
	 Peerless Healthcare, LLC
	  	100%
	 Pennsylvania Hospital Company, LLC
	  	100%
	 Petersburg Clinic Company, LLC
	  	100%
	 Petersburg Home Care Services, LLC
	  	100%
	 Petersburg Hospital Company, LLC
	  	99.29%
	 Phillips & Coker OB-GYN, LLC
	  	100%
	 Phillips Clinic Corp.
	  	100%









			
	 Phillips Hospital Corporation
	  	100%
	 Phoenix Surgical, LLC
	  	100%
	 Phoenixville Clinic Company, LLC
	  	100%
	 Phoenixville Hospital Company, LLC
	  	100%
	 Phoenixville Hospital Malpractice Assistance Fund, Inc.
	  	100%
	 Phoenixville Specialty Clinics, LLC
	  	100%
	 Physician Practice Support, Inc.
	  	100%
	 Piney Woods Healthcare System, L.P.
	  	91.34%
	 Plymouth Hospital Corporation
	  	100%
	 Polk Medical Services, Inc.
	  	100%
	 Ponca City Home Care Services, Inc.
	  	100%
	 Porter Health Services, LLC
	  	100%
	 Porter Hospital, LLC
	  	90.84%
	 Porter Physician Services, LLC
	  	100%
	 Pottstown Clinic Company, LLC
	  	100%
	 Pottstown Home Care Services, LLC
	  	100%
	 Pottstown Hospital Company, LLC
	  	100%
	 Pottstown Hospital Corporation
	  	100%
	 Pottstown Imaging Company, LLC
	  	100%
	 Pottstown Memorial Malpractice Assistance Fund, Inc.
	  	100%
	 PremierCare of Northwest Arkansas, LLC
	  	79.6%
	 Premier Care Super PHO, LLC
	  	100%
	 Procure Solutions, LLC
	  	100%
	 Professional Account Services Inc.
	  	100%
	 QHG Georgia Holdings, Inc.
	  	100%
	 QHG Georgia Holdings II, LLC
	  	100%
	 QHG Georgia, L.P.
	  	100%
	 QHG of Barberton, Inc.
	  	100%
	 QHG of Bluffton Company, LLC
	  	100%
	 QHG of Clinton County, Inc.
	  	100%
	 QHG of Enterprise, Inc.
	  	100%
	 QHG of Forrest County, Inc.
	  	100%
	 QHG of Fort Wayne Company, LLC
	  	100%
	 QHG of Hattiesburg, Inc.
	  	100%
	 QHG of Kenmare, Inc.
	  	100%
	 QHG of Lake City, Inc.
	  	100%
	 QHG of Massillon, Inc.
	  	100%
	 QHG of Minot, Inc.
	  	100%
	 QHG of Ohio, Inc.
	  	100%
	 QHG of South Carolina, Inc.
	  	100%
	 QHG of Spartanburg, Inc.
	  	100%
	 QHG of Springdale, Inc.
	  	100%
	 QHG of Texas, Inc.
	  	100%
	 QHG of Warsaw Company, LLC
	  	100%









			
	 QHR Healthcare Affiliates, LLC
	  	100%
	 QHR Intensive Resources, LLC
	  	100%
	 Quorum ELF, Inc.
	  	100%
	 Quorum Health Resources, LLC
	  	100%
	 Quorum Health Services, Inc.
	  	100%
	 Quorum Purchasing Advantage, LLC
	  	100%
	 Quorum Solutions, LLC
	  	100%
	 Red Bud Clinic Corp.
	  	100%
	 Red Bud Home Care Services, LLC
	  	100%
	 Red Bud Hospital Corporation
	  	100%
	 Red Bud Illinois Hospital Company, LLC
	  	100%
	 Red Bud Physician Group, LLC
	  	100%
	 Regional Cancer Treatment Center, Ltd.
	  	12.78%
	 Regional Employee Assistance Program
	  	100%
	 Regional Hospital of Longview, LLC
	  	100%
	 Regional Surgical Services, LLC
	  	82.1%
	 Rehab Hospital of Fort Wayne General Partnership
	  	86.3%
	 River Region Medical Corporation
	  	100%
	 River to River Heart Group, LLC
	  	100%
	 Rockwood Clinic, P.S.
	  	50%
	 Rockwood Clinic Real Estate Holdings, LLC
	  	100%
	 Ronceverte Physician Group, LLC
	  	100%
	 Roswell Clinic Corp.
	  	100%
	 Roswell Community Hospital Investment Corporation
	  	100%
	 Roswell Hospital Corporation
	  	100%
	 Russell County Clinic Corp.
	  	100%
	 Russell County Medical Center, Inc.
	  	100%
	 Ruston Clinic Company, LLC
	  	100%
	 Ruston Hospital Corporation
	  	100%
	 Ruston Louisiana Hospital Company, LLC
	  	100%
	 SACMC, LLC
	  	100%
	 Salem Clinic Corp.
	  	100%
	 Salem Home Care Services, LLC
	  	100%
	 Salem Hospital Corporation
	  	100%
	 Salem Medical Professionals, P.C.
	  	0% (100% control)
	 Samaritan Surgicenters of Arizona II, LLC
	  	100%
	 San Angelo Community Medical Center, LLC
	  	100%
	 San Angelo Hospital, L.P.
	  	93.62%
	 San Angelo Medical, LLC
	  	100%
	 San Leandro, LLC
	  	100%
	 San Leandro Hospital, L.P.
	  	100%
	 San Leandro Medical Center, LLC
	  	100%
	 San Miguel Clinic Corp.
	  	100%
	 San Miguel Hospital Corporation
	  	100%









			
	 Scenic Managed Services, Inc.
	  	100%
	 Schuylkill Internal Medicine Associates, LLC
	  	100%
	 Scranton Cardiovascular Physician Services, LLC
	  	100%
	 Scranton Clinic Company, LLC
	  	100%
	 Scranton Emergency Physician Services, LLC
	  	100%
	 Scranton GP Holdings, LLC
	  	100%
	 Scranton Holdings, LLC
	  	100%
	 Scranton Home Care Services, LLC
	  	100%
	 Scranton Hospital Company, LLC
	  	100%
	 Scranton Hospitalist Physician Services, LLC
	  	100%
	 Sebastopol, LLC
	  	100%
	 Scranton Quincy Clinic Company, LLC
	  	100%
	 Scranton Quincy Holdings, LLC
	  	100%
	 Scranton Quincy Home Care Services, LLC
	  	100%
	 Scranton Quincy Hospital Company, LLC
	  	100%
	 Senior Circle Association
	  	100%
	 Shelby Alabama Real Estate, LLC
	  	100%
	 Shelbyville Clinic Corp.
	  	100%
	 Shelbyville Home Care Services, LLC
	  	100%
	 Shelbyville Hospital Corporation
	  	100%
	 Sherman Hospital, L.P.
	  	100%
	 Sherman Medical Center, LLC
	  	100%
	 Siloam Springs Arkansas Hospital Company, LLC
	  	100%
	 Siloam Springs Clinic Company, LLC
	  	100%
	 Siloam Springs Holdings, LLC
	  	100%
	 Silver Creek MRI, LLC
	  	100%
	 SJ Home Care, LLC
	  	100%
	 SkyRidge Clinical Associates, LLC
	  	100%
	 SLH, LLC
	  	100%
	 SMMC Medical Group
	  	100%
	 Software Sales Corp.
	  	100%
	 South Alabama Managed Care Contracting, Inc.
	  	100%
	 South Alabama Medical Management Services, Inc.
	  	100%
	 South Alabama Physician Services, Inc.
	  	100%
	 South Arkansas Clinic, LLC
	  	100%
	 South Arkansas Physician Services, LLC
	  	100%
	 South Tulsa Medical Group, LLC
	  	100%
	 SouthCrest Anesthesia Group, LLC
	  	100%
	 SouthCrest Medical Group, LLC
	  	100%
	 SouthCrest, L.L.C.
	  	100%
	 Southeast Alabama Maternity Center, LLC
	  	50%
	 Southern Chester County Medical Building I
	  	56%
	 Southern Chester County Medical Building II
	  	63%
	 Southern Illinois Medical Care Associates, LLC
	  	100%









			
	 Southern Texas Medical Center, LLC
	  	100%
	 Southside Physician Network, LLC
	  	100%
	 Spokane Home Care Services, LLC
	  	100%
	 Spokane Valley Washington Hospital Company, LLC
	  	100%
	 Spokane Washington Hospital Company, LLC
	  	100%
	 Springdale Home Care Services, LLC
	  	100%
	 Springfield Oregon Holdings, LLC
	  	100%
	 Sprocket Medical Management, LLC
	  	100%
	 St. Joseph Health System, LLC
	  	86.3%
	 St. Joseph Medical Group, Inc.
	  	100%
	 Sunbury Clinic Company, LLC
	  	100%
	 Sunbury Hospital Company, LLC
	  	73.26
	 Surgery Center of Salem County, L.L.C.
	  	90.9%
	 Surgical Center of Amarillo, LLC
	  	100%
	 Surgical Center of Carlsbad, LLC
	  	100%
	 Surgicare of Independence, Inc.
	  	100%
	 Surgicare of San Leandro, Inc.
	  	100%
	 Surgicare of Sherman, Inc.
	  	100%
	 Surgicare of Victoria, Inc.
	  	100%
	 Surgicare of Victoria, Ltd.
	  	100%
	 Surgicare Outpatient Center of Lake Charles, Inc.
	  	100%
	 Surgicenter of Johnson County, Inc.
	  	100%
	 Surgicenters of America, Inc.
	  	100%
	 SVRMC-HBP, LLC
	  	100%
	 Tennyson Holdings, LLC
	  	100%
	 Terrell Hospital, L.P.
	  	100%
	 Terrell Medical Center, LLC
	  	100%
	 The Sleep Disorder Center of Wyoming Valley, LLC
	  	100%
	 The Vicksburg Clinic, LLC
	  	100%
	 Three Rivers Medical Clinics, Inc.
	  	100%
	 Timberland Medical Group
	  	100%
	 Tomball Ambulatory Surgery Center, L.P.
	  	52%
	 Tomball Clinic Asset Holding Company, LLC
	  	100%
	 Tomball Equipment Leasing Company, LLC
	  	41%
	 Tomball Texas Equipment Ventures, LLC
	  	100%
	 Tomball Texas Holdings, LLC
	  	100%
	 Tomball Texas Home Care Services, LLC
	  	100%
	 Tomball Texas Hospital Company, LLC
	  	100%
	 Tomball Texas Ventures, LLC
	  	100%
	 Tooele Clinic Corp.
	  	100%
	 Tooele Home Care Services, LLC
	  	100%
	 Tooele Hospital Corporation
	  	100%
	 Triad Corporate Services, Limited Partnership
	  	100%
	 Triad CSGP, LLC
	  	100%









			
	 Triad CSLP, LLC
	  	100%
	 Triad Healthcare Corporation
	  	100%
	 Triad Healthcare System of Phoenix, L.P.
	  	100%
	 Triad Holdings III, LLC
	  	100%
	 Triad Holdings IV, LLC
	  	100%
	 Triad Holdings V, LLC
	  	100%
	 Triad Holdings VI, Inc.
	  	100%
	 Triad Indiana Holdings, LLC
	  	86.3%
	 Triad Nevada Holdings, LLC
	  	100%
	 Triad of Alabama, LLC
	  	100%
	 Triad of Arizona (L.P.), Inc.
	  	100%
	 Triad of Oregon, LLC
	  	100%
	 Triad of Phoenix, Inc.
	  	100%
	 Triad RC, Inc.
	  	100%
	 Triad-Arizona I, Inc.
	  	100%
	 Triad-ARMC, LLC
	  	100%
	 Triad-Denton Hospital GP, LLC
	  	100%
	 Triad-Denton Hospital, L.P.
	  	100%
	 Triad-El Dorado, Inc.
	  	100%
	 Triad-Navarro Regional Hospital Subsidiary, LLC
	  	100%
	 Triad-South Tulsa Hospital Company, Inc.
	  	100%
	 Triad-Willow Creek, LLC
	  	100%
	 Tri-Irish, Inc.
	  	100%
	 Tri-World, LLC
	  	100%
	 TROSCO, LLC
	  	100%
	 Troy Hospital Corporation
	  	100%
	 Tunkhannock Clinic Company, LLC
	  	100%
	 Tunkhannock Hospital Company, LLC
	  	100%
	 Tunkhannock Hospital Physician Services, LLC
	  	100%
	 Tuscora Park Medical Specialists, LLC
	  	100%
	 VHC Holdings, LLC
	  	100%
	 VHC Medical, LLC
	  	100%
	 Vicksburg Healthcare, LLC
	  	100%
	 Vicksburg Surgical Center, LLC
	  	100%
	 Victoria Hospital, LLC
	  	100%
	 Victoria of Texas, L.P.
	  	100%
	 Victoria Texas Home Care Services, LLC
	  	100%
	 Village Medical Center Associates, LLC
	  	100%
	 Virginia Hospital Company, LLC
	  	100%
	 WA-SPOK DH CRNA, LLC
	  	100%
	 WA-SPOK DH Urgent Care, LLC
	  	100%
	 WA-SPOK Kidney Care, LLC
	  	100%
	 WA-SPOK Medical Care, LLC
	  	100%
	 WA-SPOK Primary Care, LLC
	  	100%









			
	 WA-SPOK Pulmonary & Critical Care, LLC
	  	100%
	 WA-SPOK VH CRNA, LLC
	  	100%
	 WA-SPOK VH Urgent Care, LLC
	  	100%
	 Warren Ohio Hospital Company, LLC
	  	100%
	 Warren Ohio Rehab Hospital Company, LLC
	  	100%
	 Warsaw Health System, LLC
	  	99.07%
	 Washington Clinic Corp.
	  	100%
	 Washington Hospital Corporation
	  	100%
	 Washington Physician Corp.
	  	100%
	 Watsonville Hospital Corporation
	  	100%
	 Waukegan Clinic Corp.
	  	100%
	 Waukegan Hospice Corp.
	  	100%
	 Waukegan Hospital Corporation
	  	100%
	 Waukegan Illinois Hospital Company, LLC
	  	100%
	 Weatherford Home Care Services, LLC
	  	100%
	 Weatherford Hospital Corporation
	  	100%
	 Weatherford Texas Hospital Company, LLC
	  	100%
	 Webb County Texas Home Care Services, LLC
	  	100%
	 Webb Hospital Corporation
	  	100%
	 Webb Hospital Holdings, LLC
	  	100%
	 Wesley Health System, LLC
	  	100%
	 Wesley HealthTrust, Inc.
	  	100%
	 Wesley Physician Services, LLC
	  	100%
	 West Anaheim Medical Center, LLC
	  	100%
	 West Anaheim, LLC
	  	100%
	 West Grove Clinic Company, LLC
	  	100%
	 West Grove Family Practice, LLC
	  	100%
	 West Grove Home Care, LLC
	  	100%
	 West Grove Hospital Company, LLC
	  	100%
	 Western Arizona Regional Home Health and Hospice, Inc.
	  	100%
	 Western Reserve Health Education, Inc.
	  	100%
	 Wharton Medco, LLC
	  	100%
	 WHMC, LLC
	  	100%
	 Wichita Falls Texas Home Care Corporation
	  	100%
	 Wichita Falls Texas Private Duty Corporation
	  	100%
	 Wilkes-Barre Academic Medicine, LLC
	  	100%
	 Wilkes-Barre Behavioral Hospital Company, LLC
	  	100%
	 Wilkes-Barre Behavioral Ventures, LLC
	  	100%
	 Wilkes-Barre Clinic Company, LLC
	  	100%
	 Wilkes-Barre Community Residential Unit, LLC
	  	100%
	 Wilkes-Barre Holdings, LLC
	  	100%
	 Wilkes-Barre Home Care Services, LLC
	  	100%
	 Wilkes-Barre Hospital Company, LLC
	  	100%
	 Wilkes-Barre Intermountain Clinic, LLC
	  	100%









			
	 Wilkes-Barre Personal Care Services, LLC
	  	100%
	 Wilkes-Barre Skilled Nursing Services, LLC
	  	100%
	 Willamette Community Medical Group, LLC
	  	100%
	 Williamston Clinic Corp.
	  	100%
	 Williamston Hospital Corporation
	  	100%
	 Wiregrass Clinic, LLC
	  	100%
	 Women & Children’s Hospital, LLC
	  	100%
	 Women’s Health Partners, LLC
	  	100%
	 Woodland Heights Medical Center, LLC
	  	100%
	 Woodward Clinic Company, LLC
	  	100%
	 Woodward Health System, LLC
	  	100%
	 Woodward Home Care Services, LLC
	  	100%
	 York Clinic Company, LLC
	  	100%
	 York Home Care Services, LLC
	  	100%
	 York Pennsylvania Holdings, LLC
	  	100%
	 York Pennsylvania Hospital Company, LLC
	  	100%
	 Youngstown Home Care Services, LLC
	  	100%
	 Youngstown Ohio Hospital Company, LLC
	  	100%
	 Youngstown Ohio Laboratory Services Company, LLC
	  	100%
	 Youngstown Ohio Outpatient Services Company, LLC
	  	100%
	 Youngstown Ohio Physician Services Company, LLC
	  	100%
	 Youngstown Ohio PSC, LLC
	  	100%








 Schedule 3.18 

Insurance 
  

	1.	Hospital Liability Insurance 


This policy provides comprehensive general liability, medical professional liability, contractual liability, personal injury liability,
druggists’ liability, and employment practices liability insurance. The policy period is June 1, 2011 to June 1, 2012. The policy is written on a claims-made basis, with retroactive date of September 1, 1986 for Legacy facilities
and 1/1/08 for all Triad facilities acquired on 7/25/07 (CHS07). This policy, shared by all of the CHS affiliate facilities, provides a $4.750 million per occurrence limit excess of a $250,000 “self-insured” retention (SIR). The policy is
written by Community Insurance Group, SPC, Ltd. (CIG). The policy number is 274/CIG11. 
 Excess insurance is provided by AWAC
Bermuda with limits of $20 million per occurrence/$20 million annual aggregate, excess a $5 million/$10 million SIR buffer excess $5 million each & every self insured retention. The policy period is June 1, 2011 to June 1, 2012.
This liability umbrella policy is written on a claims-made basis, with retroactive date of September 1, 1986 for Legacy facilities and 1/1/02 for all Triad facilities acquired by CHS on 7/25/07 (CHS07). (This umbrella also provides excess
automobile, employers’ liability, helipad liability, non-owned aviation in claims-made twin towers.) The policy number is C002071/009. 
 An excess liability policy with Zurich provides limits of $25 million per occurrence/$25 million annual aggregate, excess $25 million with the same excess provisions. The policy number is HPC5346837-06. A
punitive wrap policy with Hanseatic Bermuda provides punitive damages coverage for the Zurich layer of $25 million excess $25 million. The policy number is HIPD202384. 
 An excess policy with Endurance of Bermuda provides $15 million per occurrence/$15 million annual aggregate, excess $50 million with the same excess provisions. The policy number is P010840002.

 An excess liability policy with Illinois Union/ACE provides limits of $10 million per occurrence/$10 million annual aggregate,
excess $65 million with the same excess provisions. Policy number is XHL G21820374 004. A punitive wrap policy with Ace Bermuda provides punitive damages coverage for the Ace US layer of $10 million, excess $65 million. The policy number is
CHS-PD/11. 
 An excess liability policy with Swiss Re provides limits of $25 million per occurrence/$25 million annual
aggregate, excess $75 million with the same excess provisions. The policy number is WD1100357. 
 An excess liability policy with
London Lexington provides limits of $25 million per occurrence/ $25 million annual aggregate, excess $100 million with the same excess provisions. Policy is retro to 1/1/08 for CHS Legacy and 1/1/02 for CHS07. The policy number is WD1100356.








 An excess liability policy with One Beacon provides limits of $25 million per occurrence/
$25 million annual aggregate, excess $125 million. Policy retroactive date is 1/1/08 for CHS and 1/1/02 for CHS07. The policy number is MPX-2787-11. 
 An excess liability policy with XL Bermuda provides limits of $25 million per occurrence. $25 million annual aggregate, excess $150 million. Policy retroactive date is 1/1/08 for CHS and 1/1/02 for CHS07.
The policy number is BM00025567LI11A. 
 An excess liability policy with CAT Excess of London provides limits of $25 million per
occurrence/$25 million annual aggregate, excess $175 million. Policy retroactive date is 6/1/10. The policy number is C002071/099. 
 All policies above AWAC have a drop down provision to $5 million in the event underlying limits are exhausted except for Cat XS which drops to $10 million. For an integrated occurrence, the attachment
is $10 million, except for the layers of Endurance and XL which drop to $25 million. All excess policies contain claims-made twin towers of limits. 
 Total limits are $200,000,000. 
 The State of Pennsylvania requires first
dollar professional liability insurance coverage through a Pennsylvania licensed carrier and participation in the State Fund. Therefore, effective 3/1/02, Berwick is insured through a Pennsylvania fronted policy with CNA for professional liability
limits of $500,000/$2,500,000 retroactive to 3/1/99 for claims not reported prior to 3/1/02; and the Fund with limits to $1.2M. Effective 10/1/02, Jennersville, Easton, and Brandywine are in the same program. This change is retro to 6/11/01 for
Brandywine and 10/1/01 for Easton and Jennersville for claims not reported prior to 10/1/02. Lock Haven is in this program effective 8/1/02, Pottstown effective 7/1/03, Phoenixville effective 8/1/04, Chestnut Hill effective 3/1/05, Sunbury effective
10/1/05, Wilkes-Barre effective 5/1/09, and the 3 Scranton facilities effective 5/1/11. CIG provides coverage over the Fund. 
 Effective 8/1/00, the Louisiana hospital, Byrd Regional, became a member of the Louisiana Patients’ Compensation Fund. Other Louisiana hospitals in the Fund are Northern Louisiana Medical Center and
Women and Childrens’ Hospital. These hospitals are insured in CHS’ program for the 1st $100,000 of each medical malpractice claim and the Fund provides coverage from $100,000 to the statutory cap of $500,000. 
 All Indiana hospitals are enrolled in the Indiana PCF. These hospitals have a fronted policy with Darwin Select for professional liability limits of $250,000/$7.5M. The Fund then provides coverage up to a
statutory cap of $1,250,000. Policy dates are 61/11-6/1/12. The policy number is 03066913. 







 Other fronting polices obtained to comply with state statutes include a Mississippi/Florida
front for $250,000 for Florida hospitals, a $1M for Mississippi physicians, and a $1M for Alabama physicians written on a claims made basis with CNA. This is PL only- no GL. The policy number is HAZ1064387183-B. 

Darwin Select also writes an AL fronted GL policy for $1M/$2M to cover an MOB in Huntsville, AL. The policy number is 03066914.

  

	2.	Workers’ Compensation and Employers Liability Insurance 

 Workers’ Compensation and Employers Liability insurance is purchased to comply with CHS affiliates’ obligations under state and federal workers’ compensation laws. The policy period is
December 1, 2011 to December 1, 2012. Statutory limits apply to Workers’ Compensation. Employers Liability limits are $1 million each employee per accident/$1 million occupational disease aggregate/$1 million by disease each
occurrence. This is a large deductible program with a $1,000,000 deductible. The policy is written by ACE, policy number WLR C46774280. 
 All Texas facilities have entered into an Opted-Out ERISA Plan in lieu of a statutory work comp program effective 12/1/01 for CHS and 10/1/07 for CHS07. The Texas facilities maintain a $750,000
self-insured retention for all employee injuries. An excess policy has been purchased with North American Capacity Insurance Company for coverage above this self-insured retention up to $10 million per occurrence/ $25 million aggregate. The policy
period for this excess policy is 12/1/11-12/1/12. The policy number is EEG0000240-03. 
 An Ohio Excess Workers’ Comp policy
is written with ACE with statutory limits to sit over the $350,000 self-insured retention. The effective dates are 12/1/11-12/1/12. The policy number is C46774292 WCU. 
  

	3.	Automobile Liability and Physical Damage Coverage - Primary 

 Automobile Liability coverage is purchased to pay all sums CHS affiliates are legally liable to pay as damages because of bodily injury or property damage caused by an accident and resulting from the
ownership, maintenance or use of a covered auto, including hired and non-owned autos. Hired and non-owned autos coverage is excess of any other available limits including employees’ personal vehicles while in use on company business. The
policies have a $2 million CSL of Liability limit/$2 million CSL of Uninsured Motorists Liability limit. There is a $10,000 deductible for liability on the policy for the hospitals and a $250,000 deductible for Corporate. Physical Damage coverage is
only on vehicles 2005 and newer and all ambulances. The deductible is $2,500. The policy period is December 1, 2011- December 1, 2012. The policies are written by ACE. The policy number is H08694242 ISA. 








	4.	Employment Practices Liability 


Zurich provides a policy that covers Employment Practices Liability. This policy provides limits of $15 million, excess $5 million
self-insured retention. A punitive wrap policy for these limits is purchased from Hanseatic Insurance Company (Bermuda) Limited. The policy period is June 1, 2011 to June 1, 2012. The policy is written on a claims-made basis, retroactive
to 5/11/99 for CHS07 facilities and to 6/1/03 for Legacy facilities. The policy numbers are TBD. 
 An excess EPL policy is
written by Axis. It provides limits of $10 million excess $15 million. A punitive wrap policy for these limits is purchased from Axis Bermuda. Policy dates are June 1, 2011 to June 1, 2012. The policy is written on a claims-made basis,
retroactive to 5/11/99 for CHS07 facilities and to 6/1/03 for CHS facilities. The policy numbers are TBD. 
 An excess EPL policy
is written by Chartis with limits of $5 million excess $25 million. A punitive wrap policy for these limits is purchased from Starr Bermuda. Policy dates are 6/1/11-6/1/12 with retro dates of 5/11/99 for CHS07 facilities and 6/1/03 for CHS
facilities. The policy numbers are TBD. 
  

	5.	Property 

 A property policy is
purchased to protect CHS affiliates from direct damage to owned/leased properties. It also provides for the loss of income or increased operating expenses as the result of a direct damage loss. The property damage portion of the policy is written on
a replacement value basis. Policy limits are $1,000,000,000. The policy includes a $250 million total earthquake limit for all locations except CA, and those facilities located in the New Madrid Seismic Zone and the Pacific Northwest Seismic Zone,
which have a $25 million sublimit and a 5% deductible. For “wind locations” there are 3- 5% wind deductibles. There is a $250 million total flood limit for all facilities not located in a flood plain. For those in flood plains, the limits
and deductibles vary from $100,000-$500,000. All other deductibles vary (by peril) from $50,000 to $100,000. Terrorism coverage is included. The policy is written by FM Global with coverage dates of March 1, 2011 – March 1, 2012. The
policy number is JC804. 
 Kentucky River Medical Center, 540 Jetts Drive, Jackson, KY is situated in a flood plain (zone A) and
is eligible for flood coverage through the National Flood Insurance Program (NFIP). Coverage has been purchased essentially to “buy down” the deductible in the FM Global policy of $500,000 building and $500,000 contents to a deductible of
$5,000. Valuation of this policy is actual cash value. The policy is written through Hartford Insurance Company, policy number 01486140002008. The policy period is March 14, 2011 to March 14, 2012. 

 

	6.	Fidelity/Crime 

 Crime coverage
is purchased for acts of employee dishonesty, forgery or alteration, theft, disappearance or destruction, robbery and safe burglary, computer fraud, wire transfers, and money order or counterfeit currency at a limit of $20 million dollars. The crime
policy is provided by National Union Fire Insurance Company with a deductible of $500,000. The coverage dates are July 25, 2011 to July 25, 2012. The policy number is 02-778-44-59. 







 An excess policy is purchased through Zurich with limits of $10 million excess $20 million.
Policy dates are the same. The policy number is FID 9156612 03. 
  

	7.	Fiduciary Liability 

 A Pension
and Welfare Benefit Plan Fiduciaries’ and Administrators’ Liability Insurance Policy is purchased to cover the administrators of the employee benefit plans. The policy period is July 25, 2011 to July 25, 2012. This is claims-made
coverage. Primary limits are $10 million combined single limit with a $150,000 deductible for Indemnifiable Loss; $2.5M Employer Securities Claims. The carrier is Travelers. The policy number is 105652936. 

1st excess policy is with XL with limits of $10 million excess $10 million. The policy number is ELU122236-11. 

2nd excess policy is with RLI with limits of $10 million excess $20 million. The policy number is EPG0008352. 

3rd excess policy is with Axis with limits of $10 million excess $30 million. The policy number is MAN734112/02/2011.

 4th excess policy is with National Union with limits of $10 million excess $40 million. The policy number is 02-791-50-74.

 Total limits are $50 million. 
  

	8.	Directors and Officers Insurance and Company Reimbursement Policy 

 CHS’ Directors and Officers Liability insurance policies provide coverage for Corporate Directors and Officers, members of Hospital Governing Boards, and members of the Physician Advisory Counsel.
The policy period is November 18, 2011 to November 18, 2012. The primary policy is written through Chartis (National Union) and provides a $10 million limit with a $2.5M SIR. The policy number is 013548881. 

1st excess policy with limits of $10M excess $10M is provided by Zurich through policy number DOC 5336148-07. 

2nd excess policy with limits of $10M excess $20M is provided by Liberty Mutual through policy number 073387-211.

 3rd excess policy with limits of $10M excess $30M is provided by XL Specialty through policy number ELU12369511.








 4th excess policy with limits of $10M excess $40M is provided by Endurance through policy number DOX10002864201.

 5th excess policy with limits of $10M excess $50M is provided by XL (Bermuda) through policy number BM00025968D011A, Side
A DIC coverage only. 
 6th excess policy with limits of $10M excess $60M, Side A DIC coverage only, is provided by Allied World Assurance through
policy number C000424/010. 
 7th excess policy with limits of $10M excess $70M is provided by Axis, Side A DIC coverage only, with a policy number
MAN713680/01/2011. 
 8th excess policy with limits of $10M excess $80M is provided by Continental Casualty, Side A DIC coverage only, through
policy number 425258701. 
 9th excess policy with limits of $10M excess $90M is provided by Berkley, Side A DIC coverage only, through policy number
18004469. 
 10th excess policy with limits of $10M excess $100M, Side A DIC coverage only, is provided by Chubb through policy number
8210-1429. 
 11th excess policy with limits of $5M excess $110M, Side A DIC coverage only, is provided by Chartis through policy number
013548883. 
 Total policy limits are $115 million. 

 

	9.	Environmental Impairment Liability Policy/ Storage Tanks 

 This policy provides payment for damages to personal property, or environmental injury arising out of environmental impairment from underground & aboveground storage tanks. It will also pay for
clean up resulting from pollution liability arising from said storage tank. It also provides pollution coverage including incidents involving mold, lead, and asbestos. The policy period is September 1, 2009 to September 1, 2012. The policy
limits are $5 million per occurrence/$20 million annual aggregate, with a $50,000 deductible. The carrier is Zurich. The policy number is EPC 6552482-00. 
  

	10.	Owned & Non-Owned Aviation Liability/ Helipad Liability 

 This policy provides payment for bodily injury and property damage including passengers for the owned air ambulance helicopter and the five CHS leased/owned aircraft. The policy is provided by Chartis
Aviation for a liability policy limit of $100,000,000 per occurrence for the helicopter. The policy period is 6/11/11-6/11/12. The policy number is GM 061852942-01. The policy also provides $100,000,000 limits for the Beech King Air, and
$125,000,000 limits for the three Hawkers and the Citation. 







 A helipad liability policy provides coverage for any helipad premises owned or used by the
facility. The policy is provided by Chartis for a limit of $100,000,000 with no deductible. The policy period is 6/11/11-6/11/12. 
  

	11.	Employed Physician Professional Liability Insurance 

 Professional liability insurance is procured and maintained for all employed physicians. The master policy, shared by all of the CHS affiliate employed physicians, is written on a claims-made basis in the
amount of $1,000,000 per occurrence/$3,000,000 in the aggregate, or limits that meet statutory requirements, for professional medical services provided. This primary insurance is obtained through Community Insurance Group, SPC, Ltd. The policy
period is June 1, 2011 to June 1, 2012. The policy number is 274/CIG/PHY11. Employed physicians are insured under the liability policy with Community Insurance Group, SPC, Ltd. (described in Section 1 of this Schedule 3.18)
with limits of $4 million per occurrence, excess of the $1 million primary policy provided by CIG. The employed physicians are also provided coverage on the excess liability policies. 

A number of employed physicians are insured under individual commercial policies purchased by their employer. These policies have varying
effective dates. 
  

	12.	Network Security & Privacy Liability (Cyber Liability) Insurance 


This policy provides network security liability with payment for damages and defense costs of 3rd parties from a computer attack on CHS’ network; privacy
liability with coverage to pay loss from the theft or loss of personal information outside of a breach of network security due to negligence or the violation of a security protocol; crisis management or breach response with payment of costs of
notification and management for individuals’ loss of personal data; and privacy regulatory proceeding coverage for defense costs resulting from civil, administrative, or regulatory proceedings that allege violation of a privacy law such as
HIPAA. The policy period is 8/31/11 to 8/31/12. The policy is provided by Chartis for a limit of $10 million with a self-insured retention of $1 million. The policy number is 06-180-26-20. 

1st excess policy with limits of $10 million is provided by Lexington through policy number 048883297. 

2nd excess policy with limits of $5 million is provided by XL through policy number MT 0035648. 

All three policies sublimit Regulatory Expense to $2.5 million and Breach Response Expense to $2 million for total limits of $7.5 million
and $6 million, respectively. 







 Schedules 3.19(a) 

UCC Filing Offices 
  

							
	  	  	 Entity Name
	  	 Jurisdiction of
Formation
	  	 Filing Office

	 1.
	  	Centre Hospital Corporation	  	Alabama	  	Secretary of State of the State of Alabama
	 2.
	  	Foley Hospital Corporation	  	Alabama	  	Secretary of State of the State of Alabama
	 3.
	  	Fort Payne Hospital Corporation	  	Alabama	  	Secretary of State of the State of Alabama
	 4.
	  	Greenville Hospital Corporation	  	Alabama	  	Secretary of State of the State of Alabama
	 5.
	  	QHG of Enterprise, Inc.	  	Alabama	  	Secretary of State of the State of Alabama
	 6.
	  	QHG of Springdale, Inc.	  	Arkansas	  	Secretary of State of the State of Arkansas
	 7.
	  	Bullhead City Hospital Corporation	  	Arizona	  	Secretary of State of the State of Arizona
	 8.
	  	Payson Hospital Corporation	  	Arizona	  	Secretary of State of the State of Arizona
	 9.
	  	Forrest City Arkansas Hospital Company, LLC	  	Arkansas	  	Secretary of State of the State of Arkansas
	 10.
	  	Forrest City Hospital Corporation	  	Arkansas	  	Secretary of State of the State of Arkansas
	 11.
	  	MCSA, L.L.C.	  	Arkansas	  	Secretary of State of the State of Arkansas
	 12.
	  	Phillips Hospital Corporation	  	Arkansas	  	Secretary of State of the State of Arkansas
	 13.
	  	Triad-El Dorado, Inc.	  	Arkansas	  	Secretary of State of the State of Arkansas
	 14.
	  	Abilene Hospital, Inc.	  	Delaware	  	Secretary of State of the State of Delaware
	 15.
	  	Abilene Merger, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 16.
	  	Berwick Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 17.
	  	Birmingham Holdings II, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 18.
	  	Birmingham Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 19.
	  	Bluefield Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 20.
	  	Bluefield Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 21.
	  	Bluffton Health System, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 22.
	  	Brownwood Hospital, L.P.	  	Delaware	  	Secretary of State of the State of Delaware
	 23.
	  	Brownwood Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 24.
	  	Bullhead City Hospital Investment Corporation	  	Delaware	  	Secretary of State of the State of Delaware
	 25.
	  	Carlsbad Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 26.
	  	CHHS Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 27.
	  	CHS Kentucky Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 28.
	  	CHS Pennsylvania Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 29.
	  	CHS Virginia Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 30.
	  	CHS Washington Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware









							
	 31.
	  	Clarksville Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 32.
	  	Cleveland Tennessee Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 33.
	  	College Station Hospital, L.P.	  	Delaware	  	Secretary of State of the State of Delaware
	 34.
	  	College Station Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 35.
	  	College Station Merger, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 36.
	  	Community GP Corp.	  	Delaware	  	Secretary of State of the State of Delaware
	 37.
	  	Community Health Investment Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 38.
	  	Community Health Systems, Inc.	  	Delaware	  	Secretary of State of the State of Delaware
	 39.
	  	Community LP Corp.	  	Delaware	  	Secretary of State of the State of Delaware
	 40.
	  	CP Hospital GP, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 41.
	  	CPLP, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 42.
	  	Crestwood Hospital LP, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 43.
	  	Crestwood Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 44.
	  	CSMC, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 45.
	  	CSRA Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 46.
	  	Deaconess Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 47.
	  	Deaconess Hospital Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 48.
	  	Desert Hospital Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 49.
	  	Detar Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 50.
	  	DHFW Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 51.
	  	DHSC, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 52.
	  	Dukes Health System, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 53.
	  	Fallbrook Hospital Corporation	  	Delaware	  	Secretary of State of the State of Delaware
	 54.
	  	Gadsden Regional Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 55.
	  	GRMC Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 56.
	  	Hallmark Healthcare Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 57.
	  	Hobbs Medco, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 58.
	  	Hospital of Barstow, Inc.	  	Delaware	  	Secretary of State of the State of Delaware
	 59.
	  	Kirksville Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 60.
	  	Lancaster Hospital Corporation	  	Delaware	  	Secretary of State of the State of Delaware
	 61.
	  	Las Cruces Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 62.
	  	Lea Regional Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 63.
	  	Longview Merger, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 64.
	  	LRH, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 65.
	  	Lutheran Health Network of Indiana, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 66.
	  	Massillon Community Health System LLC	  	Delaware	  	Secretary of State of the State of Delaware









							
	 67.
	  	Massillon Health System LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 68.
	  	Massillon Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 69.
	  	McKenzie Tennessee Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 70.
	  	Medical Center of Brownwood, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 71.
	  	Merger Legacy Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 72.
	  	MMC of Nevada, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 73.
	  	Moberly Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 74.
	  	MWMC Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 75.
	  	Nanticoke Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 76.
	  	National Healthcare of Leesville, Inc.	  	Delaware	  	Secretary of State of the State of Delaware
	 77.
	  	National Healthcare of Mt. Vernon, Inc.	  	Delaware	  	Secretary of State of the State of Delaware
	 78.
	  	National Healthcare of Newport, Inc.	  	Delaware	  	Secretary of State of the State of Delaware
	 79.
	  	Navarro Hospital, L.P.	  	Delaware	  	Secretary of State of the State of Delaware
	 80.
	  	Navarro Regional, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 81.
	  	Northampton Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 82.
	  	Northwest Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 83.
	  	NOV Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 84.
	  	NRH, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 85.
	  	Oro Valley Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 86.
	  	Palmer-Wasilla Health System, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 87.
	  	Peckville Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 88.
	  	Pennsylvania Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 89.
	  	Phoenixville Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 90.
	  	Pottstown Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 91.
	  	QHG Georgia Holdings II, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 92.
	  	QHG of Bluffton Company, LLC.	  	Delaware	  	Secretary of State of the State of Delaware
	 93.
	  	QHG of Fort Wayne Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 94.
	  	QHG of Warsaw Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 95.
	  	Quorum Health Resources, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 96.
	  	Regional Hospital of Longview, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 97.
	  	Ruston Hospital Corporation	  	Delaware	  	Secretary of State of the State of Delaware
	 98.
	  	Ruston Louisiana Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 99.
	  	SACMC, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 100.
	  	San Angelo Community Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 101.
	  	San Angelo Medical, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 102.
	  	Scranton Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware









							
	 103.
	  	Scranton Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 104.
	  	Scranton Quincy Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 105.
	  	Scranton Quincy Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 106.
	  	Siloam Springs Arkansas Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 107.
	  	Siloam Springs Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 108.
	  	Southern Texas Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 109.
	  	Spokane Valley Washington Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 110.
	  	Spokane Washington Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 111.
	  	Tennyson Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 112.
	  	Tomball Texas Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 113.
	  	Tomball Texas Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 114.
	  	Triad Healthcare Corporation	  	Delaware	  	Secretary of State of the State of Delaware
	 115.
	  	Triad Holdings III, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 116.
	  	Triad Holdings IV, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 117.
	  	Triad Holdings V, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 118.
	  	Triad Nevada Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 119.
	  	Triad of Alabama, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 120.
	  	Triad of Oregon, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 121.
	  	Triad-Navarro Regional Hospital Subsidiary, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 122.
	  	Triad-ARMC, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 123.
	  	Tunkhannock Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 124.
	  	VHC Medical	  	Delaware	  	Secretary of State of the State of Delaware
	 125.
	  	Vicksburg Healthcare, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 126.
	  	Victoria Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 127.
	  	Victoria of Texas, L.P.	  	Delaware	  	Secretary of State of the State of Delaware
	 128.
	  	Warren Ohio Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 129.
	  	Warren Ohio Rehab Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 130.
	  	Watsonville Hospital Corporation	  	Delaware	  	Secretary of State of the State of Delaware
	 131.
	  	Webb Hospital Corporation	  	Delaware	  	Secretary of State of the State of Delaware
	 132.
	  	Webb Hospital Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 133.
	  	Wesley Health System, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 134.
	  	West Grove Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 135.
	  	WHMC, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 136.
	  	Wilkes-Barre Behavioral Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware









							
	 137.
	  	Wilkes-Barre Holdings, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 138.
	  	Wilkes-Barre Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 139.
	  	Women & Children’s Hospital, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 140.
	  	Woodland Heights Medical Center, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 141.
	  	Woodward Health System, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 142.
	  	Youngstown Ohio Hospital Company, LLC	  	Delaware	  	Secretary of State of the State of Delaware
	 143.
	  	QHG Georgia Holdings, Inc.	  	Georgia	  	Office of the Clerk of any Superior Court
	 144.
	  	QHG Georgia, LP	  	Georgia	  	Office of the Clerk of any Superior Court
	 145.
	  	Anna Hospital Corporation	  	Illinois	  	Secretary of State of the State of Illinois
	 146.
	  	Galesburg Hospital Corporation	  	Illinois	  	Secretary of State of the State of Illinois
	 147.
	  	Granite City Hospital Corporation	  	Illinois	  	Secretary of State of the State of Illinois
	 148.
	  	Granite City Illinois Hospital Company, LLC	  	Illinois	  	Secretary of State of the State of Illinois
	 149.
	  	Marion Hospital Corporation	  	Illinois	  	Secretary of State of the State of Illinois
	 150.
	  	Red Bud Hospital Corporation	  	Illinois	  	Secretary of State of the State of Illinois
	 151.
	  	Red Bud Illinois Hospital Company, LLC	  	Illinois	  	Secretary of State of the State of Illinois
	 152.
	  	Waukegan Hospital Corporation	  	Illinois	  	Secretary of State of the State of Illinois
	 153.
	  	Waukegan Illinois Hospital Company, LLC	  	Illinois	  	Secretary of State of the State of Illinois
	 154.
	  	Frankfort Health Partner, Inc.	  	Indiana	  	Secretary of State of the State of Indiana
	 155.
	  	QHG of Clinton County, Inc.	  	Indiana	  	Secretary of State of the State of Indiana
	 156.
	  	Hospital of Fulton, Inc.	  	Kentucky	  	Secretary of State of the State of Kentucky
	 157.
	  	Hospital of Louisa, Inc.	  	Kentucky	  	Secretary of State of the State of Kentucky
	 158.
	  	Jackson Hospital Corporation	  	Kentucky	  	Secretary of State of the State of Kentucky
	 159.
	  	QHG of Forrest County, Inc.	  	Mississippi	  	Secretary of State of the State of Mississippi
	 160.
	  	QHG of Hattiesburg, Inc.	  	Mississippi	  	Secretary of State of the State of Mississippi
	 161.
	  	River Region Medical Corporation	  	Mississippi	  	Secretary of State of the State of Mississippi
	 162.
	  	NC-DSH, LLC	  	Nevada	  	Secretary of State of the State of Nevada
	 163.
	  	Salem Hospital Corporation	  	New Jersey	  	New Jersey Department of Treasury/Division of Revenue
	 164.
	  	Deming Hospital Corporation	  	New Mexico	  	Secretary of State of the State of New Mexico
	 165.
	  	Roswell Hospital Corporation	  	New Mexico	  	Secretary of State of the State of New Mexico
	 166.
	  	San Miguel Hospital Corporation	  	New Mexico	  	Secretary of State of the State of New Mexico
	 167.
	  	Williamston Hospital Corporation	  	 North
 Carolina
	  	Secretary of State of the State of North Carolina
	 168.
	  	QHG of Massillon, Inc.	  	Ohio	  	Secretary of State of the State of Ohio









							
	 169.
	  	Kay County Hospital Corporation	  	Oklahoma	  	Secretary of State of the State of Oklahoma
	 170.
	  	Kay County Oklahoma Hospital Company, LLC	  	Oklahoma	  	Secretary of State of the State of Oklahoma
	 171.
	  	Clinton Hospital Corporation	  	Pennsylvania	  	Secretary of the Commonwealth
	 172.
	  	Coatesville Hospital Corporation	  	Pennsylvania	  	Secretary of the Commonwealth
	 173.
	  	QHG of South Carolina, Inc.	  	South Carolina	  	Secretary of State of the State of South Carolina
	 174.
	  	QHG of Spartanburg, Inc.	  	South Carolina	  	Secretary of State of the State of South Carolina
	 175.
	  	Brownsville Hospital Corporation	  	Tennessee	  	Secretary of State of the State of Tennessee
	 176.
	  	Cleveland Hospital Corporation	  	Tennessee	  	Secretary of State of the State of Tennessee
	 177.
	  	Dyersburg Hospital Corporation	  	Tennessee	  	Secretary of State of the State of Tennessee
	 178.
	  	Hospital of Morristown, Inc.	  	Tennessee	  	Secretary of State of the State of Tennessee
	 179.
	  	Jackson Hospital Corporation	  	Tennessee	  	Secretary of State of the State of Tennessee
	 180.
	  	Lakeway Hospital Corporation	  	Tennessee	  	Secretary of State of the State of Tennessee
	 181.
	  	Lexington Hospital Corporation	  	Tennessee	  	Secretary of State of the State of Tennessee
	 182.
	  	Martin Hospital Corporation	  	Tennessee	  	Secretary of State of the State of Tennessee
	 183.
	  	McNairy Hospital Corporation	  	Tennessee	  	Secretary of State of the State of Tennessee
	 184.
	  	Shelbyville Hospital Corporation	  	Tennessee	  	Secretary of State of the State of Tennessee
	 185.
	  	Big Bend Hospital Corporation	  	Texas	  	Secretary of State of the State of Texas
	 186.
	  	Big Spring Hospital Corporation	  	Texas	  	Secretary of State of the State of Texas
	 187.
	  	Granbury Hospital Corporation	  	Texas	  	Secretary of State of the State of Texas
	 188.
	  	Jourdanton Hospital Corporation	  	Texas	  	Secretary of State of the State of Texas
	 189.
	  	Weatherford Hospital Corporation	  	Texas	  	Secretary of State of the State of Texas
	 190.
	  	Weatherford Texas Hospital Company, LLC	  	Texas	  	Secretary of State of the State of Texas
	 191.
	  	Tooele Hospital Corporation	  	Utah	  	Division of Corporations and Commercial Code
	 192.
	  	Emporia Hospital Corporation	  	Virginia	  	State Corporation Commission
	 193.
	  	Franklin Hospital Corporation	  	Virginia	  	State Corporation Commission
	 194.
	  	Virginia Hospital Company, LLC	  	Virginia	  	State Corporation Commission
	 195.
	  	Oak Hill Hospital Corporation	  	West Virginia	  	Secretary of State of the State of West Virginia
	 196.
	  	Evanston Hospital Corporation	  	Wyoming	  	Secretary of State of the State of Wyoming








 Schedule 3.21 

Collective Bargaining Agreements 
  

							
	 City, State Facility
	  	 Union/

Affiliation
	  	 Agreement
Expiration
Date
	  	 Type of Employees in Unit

	 Watsonville, CA
  

Watsonville
 Community

Hospital
	  	 “CalTech”

California
 Technical

Employees
 Coalition
	  	1/30/15	  	LVNs, Radiology Technicians, Respiratory Care Practitioners, Physical Therapy Assistants, Nuclear Medicine Technologists and Cardiovascular Technologists
				
	Watsonville, CA	  	 “C.N.A.”
 California
Nurses
 Association
	  	9/30/13	  	Registered Nurses
				
	Watsonville, CA	  	 “S.E.I.U.”,
 United
Healthcare
 Workers
	  	7/31/13	  	Service and Maintenance Employees
				
	Watsonville, CA	  	 “S.E.I.U.”,
 United
Healthcare
 Workers
	  	7/31/13	  	Professional Employees (Clinical Laboratory Scientists)
				
	Watsonville, CA	  	 Teamsters Local

912
	  	10/31/13	  	Office and Clerical (HIM, Business Office, Registration)
				
	 Easton, PA
  
 Easton Hospital
	  	 “U.I.U.”

United
 Independent

Union, Local 2
	  	6/1/12	  	Two separate agreements—One agreement covering Registered Nurses and a separate Agreement covering Licensed Practical Nurses
				
	 Pottstown, PA
  

Potttstown
 Memorial Medical

Center
	  	 District 1199P

S.E.I.U.
	  	8/31/12	  	Virtually all nonexempt employees, excluding RNs
				
	 Palmer, Alaska
  

MatSu Regional
 Medical Center
	  	 I.B.E.W.
 Local
1547
	  	5/31/12	  	Virtually all nonexempt employees, excluding RNs









							
				
	 Springfield,
 Oregon

 
 McKenzie
 Willamette
 Medical Center
	  	 Oregon Nurses

Association
	  	1/1/13	  	RNs and LPNs
				
	 Springfield,
 Oregon

 
 McKenzie
 Willamette
 Medical Center
	  	 S.E.I.U.
 Local
49
	  	12/31/13	  	Virtually all nonexempt employees, excluding RNs
				
	 Spokane , WA
  

Deaconess
 Medical Center
	  	 SMEA
 Spokane
Medical
 Engineers’

Association
	  	2/28/11; currently in negotiations	  	Plant Maintenance Engineers and Biomedical Engineers
				
	 Spokane , WA
  

Deaconess
 Medical Center
	  	 S.E.I.U.
 1199NW

“Service”
	  	5/1/13	  	Service and Clerical employees
				
	 Spokane , WA
  

Deaconess
 Medical Center
	  	 S.E.I.U.
 1199NW

“Technical”
	  	8/1/13	  	Technical employees, including, OR Techs, OB Techs, Radiology, Cardiovascular Techs, Respiratory Therapists, Echo Technologists, Nuclear Medicine Technicians, LVNs
				
	 Spokane , WA
  

Valley Hospital
 and Medical

Center
	  	 S.E.I.U.
 1199NW

“RN”
	  	1/1/13	  	RNs only
				
	 Spokane , WA
  

Valley Hospital
 and Medical

Center
	  	 S.E.I.U.
 1199NW

“Service”
	  	5/1/13	  	Service and Clerical employees
				
	 Spokane , WA
  

Valley Hospital
 and Medical

Center
	  	 S.E.I.U.
 1199NW

“Technical”
	  	8/1/13	  	Technical employees, including, OR Techs, OB Techs, Radiology, Cardiovascular Techs, Respiratory Therapists, Echo Technologists, Nuclear Medicine Technicians, LVNs
				
	 Wilkes-Barre, PA
  

Wilkes- Barre
 General Hospital
	  	P.A.S.N.A.P.	  	4/30/13	  	RNs









							
				
	 Scranton, PA
  

Regional Hospital
 of Scranton
	  	S.E.I.U. Healthcare Pennsylvania	  	2/28/13	  	“Wall-to-Wall,” except for Business Office Clericals
				
	 Nanticoke, PA
  

Special Care
 Hospital
	  	 A.F.S.C.M.E.,
 Local
2331
	  	11/30/14	  	“Wall-to-Wall,” except for Professionals
				
	 Youngstown/
 Warren,
Ohio
  
 ValleyCare
 Hillside
 Rehabilitation
 Hospital
	  	 O.N.A.
 Ohio Nurses

Association
	  	7/19/12	  	RNs
				
	 Youngstown/
 Warren,
Ohio
  
 ValleyCare
 Northside Medical
 Center
	  	 O.N.A.
 Ohio Nurses

Association
	  	7/19/12	  	RNs
				
	 Youngstown/
 Warren,
Ohio
  
 ValleyCare
 Trumbull
 Memorial
 Hospital
	  	 S.E.I.U.

“Professional”
	  	3/31/12	  	Medical Technologists (Lab, Blood Bank, etc.), Lab Section Heads, Clinical Dietitian, Medical Social Worker, Physical Therapist, Staff/Lead Pharmacist, all other professional
employees excluding RNs
				
	 Youngstown/
 Warren,
Ohio
  
 ValleyCare
 Trumbull
 Memorial
 Hospital
	  	 S.E.I.U.

“Technical”
	  	3/31/12	  	Radiology Tech, CT Tech, Ultrasound Tech, CV Tech, Special Procedures Tech, Surgery Tech, LPN
				
	 Youngstown/
 Warren,
Ohio
  
 ValleyCare
 Northside Medical
 Center
	  	 S.E.I.U.

“Technical”
	  	3/31/15	  	Radiology Tech, CT Tech, Ultrasound Tech, CV Tech, Special Procedures Tech, Mammography Tech, Oncology Tech









							
				
	 Youngstown/
 Warren,
Ohio
  
 ValleyCare
 Trumbull
 Memorial
 Hospital
 Patient Financial
 Services
	  	 S.E.I.U.

“Support/
 Business
Office”
	  	3/31/12	  	Accountant, Accounting Clerk. Business Office and IS Clerks, Mail Clerks
				
	 Youngstown/
 Warren,
Ohio
  
 ValleyCare
 Trumbull
 Memorial
 Hospital
	  	 AFSCME
 “Trumbull
RN”
	  	10/31/12	  	RNs
				
	 Youngstown/
 Warren,
Ohio
  
 ValleyCare
 Trumbull
 Memorial
 Hospital
	  	 AFSCME

“Trumbull

Non-professional”
	  	3/31/13	  	Service, Maintenance and Clerical, Pharmacy Techs, MLT and Medical Technologist, PT Assistant, OT Aides, OR Techs etc.
				
	 Youngstown/
 Warren,
Ohio
  
 ValleyCare
 Hillside
 Rehabilitation
 Hospital
	  	 AFSCME

“Hillside

Non-professional”
	  	3/31/13	  	Service, Maintenance and Clerical, LPNs, Pharmacy Techs, MLT and Medical Technologist, PT Assistant, OT Aides, OR Techs etc.
				
	 Youngstown/
 Warren,
Ohio
  
 ValleyCare
 Northside Medical
 Center
	  	 S.E.I.U.

“Non-professional

Unit”
	  	3/31/15	  	Service, Maintenance and Clerical, LPNs, Pharmacy Techs, Unit Clerks, Surgical Assistant, etc.
				
	 Youngstown/
 Warren,
Ohio
  
 ValleyCare
 Northside Medical
 Center
	  	 S.E.I.U.

“Professional”
	  	3/31/15	  	Medical Technologists (Lab, Blood Bank, etc.), Lab Section Heads, Clinical Dietitian, Medical Social Worker, Physical Therapist, Staff/Lead Pharmacist, all other professional
employees excluding RNs









							
				
	 Youngstown/
 Warren,
Ohio
  
 ValleyCare
 Outreach Lab
	  	 S.E.I.U.

“Non-Professional”
	  	10/31/14	  	Phlebotomists, Clerical

 ADDITIONAL FACILITIES WITH ORGANIZED LABOR PRESENCE, BUT NO CBA 

 

					
	 City, State Facility
	  	 Union/

Affiliation
	  	 Type of Employees in “Unit”

			
	 Jackson, KY
  
 Kentucky River
 Medical Center
	  	 United Steelworkers of America, AFL-CIO
  

Negotiations resumed after conclusion of N.L.R.B. proceedings
	  	Virtually all non-exempt employees, excluding Office Clerical employees
			
	 Las Vegas, NM
  

Alta Vista Regional Medical Center
	  	 National Union of Hospital and Healthcare employees, District 1199NM

 
 Certification of Union is the subject of a “Petition for Review” filed in
the U. S. Court of Appeals for the D. C. Circuit
	  	Virtually all non-exempt employees, excluding physicians
			
	 Salem, NJ
  
 Memorial Hospital of Salem County
	  	 Health Professionals and Allied Employees
  

Certification of Union is the subject of a “Petition for Review” filed in the U.S. Court of Appeals for the D.C. Circuit
	  	RNs
			
	 Deming, NM
  
 Mimbres Memorial Hospital
	  	 United Steelworkers of America, AFL-CIO
  

Union has abandoned representation of employees in N.L.R.B. proceedings since 2007
	  	Virtually all non-exempt employees, excluding RN’s








 Schedule 6.01 

Existing Indebtedness 

Please also see Schedule 1.01(a). 
  

									
	 	  	 CHS Entity
	  	 Description of Property Leased
	  	Principal
Outstanding	 
		  	Corporate Debt	  		  			
	 1
	  		  		  			
	 2
	  		  	 Northwestern Mutual Mortgage (Corporate HQ)
	  	 	23,435	  
		  		  		  	  
	  
	 
	 3
	  		  	Total Corporate Debt	  	 	23,435	  
		  	Equipment Leases	  		  			
	 4
	  	Blue Ridge, GA	  	 Equipment Leases
	  	 	1,783	  
	 5
	  	Cheraw, SC	  	 Equipment Leases
	  	 	6	  
	 6
	  	Decatur, IL	  	 Equipment Leases
	  	 	83	  
	 7
	  	Farmington, MO	  	 Equipment Leases
	  	 	224	  
	 8
	  	Fulton, KY	  	 Equipment Leases
	  	 	8,000	  
	 9
	  	Galesburg, IL	  	 Equipment Leases
	  	 	13	  
	 10
	  	Granbury, TX	  	 Equipment Leases
	  	 	667	  
	 11
	  	Granite City, IL	  	 Equipment Leases
	  	 	(4	) 
	 12
	  	Las Vegas, NM	  	 Equipment Leases
	  	 	49	  
	 13
	  	Lexington, TN	  	 Equipment Leases
	  	 	27	  
	 14
	  	Morristown, TN	  	 Equipment Leases
	  	 	109	  
	 15
	  	Petersburg, VA	  	 Equipment Leases
	  	 	6,455	  
	 16
	  	Philadelphia, PA	  	 Equipment Leases
	  	 	444	  
	 17
	  	Roswell, NM	  	 Equipment Leases
	  	 	736	  
	 18
	  	Ruston, LA	  	 Equipment Leases
	  	 	(11	) 
	 19
	  	Salem, NJ	  	 Equipment Leases
	  	 	(22	) 
	 20
	  	Salem, NJ	  	 Equipment Leases
	  	 	80	  
	 21
	  	Shelbyville, TN	  	 Equipment Leases
	  	 	3,317	  
	 22
	  	Sparta, TN	  	 Equipment Leases
	  	 	17	  
	 23
	  	Sunbury, PA	  	 Equipment Leases
	  	 	473	  
	 24
	  	Valporaiso, IN	  	 Equipment Leases
	  	 	1,296	  
	 25
	  	Watsonville, CA	  	 Equipment Leases
	  	 	72	  
	 13
	  	Weatherford, TX	  	 Equipment Leases
	  	 	136	  
	 27
	  	Wichita Falls, TX	  	 Equipment Leases
	  	 	9	  
		  		  		  	  
	  
	 
		  		  	Total Equipment Leases	  	 	23,956	  
		  		  		  	  
	  
	 









									
	 	  	 CHS Entity
	  	 Description of Property Leased
	  	Principal
Outstanding	 
	 28
	  	Berwick, PA	  	 Physician Loans
	  	 	81	  
	 29
	  	Big Springs, TX	  	 Physician Loans
	  	 	73	  
	 30
	  	Blue Ridge, GA	  	 Physician Loans
	  	 	15	  
	 31
	  	Bullhead City, AZ	  	 Physician Loans
	  	 	38	  
	 32
	  	Cheraw, SC	  	 Physician Loans
	  	 	26	  
	 33
	  	Cleveland, TN	  	 Physician Loans
	  	 	7	  
	 34
	  	Cleveland, TX	  	 Physician Loans
	  	 	61	  
	 35
	  	Coatesville, PA	  	 Physician Loans
	  	 	85	  
	 36
	  	Crestview, FL	  	 Physician Loans
	  	 	59	  
	 37
	  	Cullman, AL	  	 Physician Loans
	  	 	64	  
	 38
	  	Decatur, AL	  	 Physician Loans
	  	 	11	  
	 39
	  	Dyersburg, TN	  	 Physician Loans
	  	 	10	  
	 40
	  	Easton, PA	  	 Physician Loans
	  	 	23	  
	 41
	  	Fallbrook, CA	  	 Physician Loans
	  	 	69	  
	 42
	  	Foley, AL	  	 Physician Loans
	  	 	72	  
	 43
	  	Franklin, VA	  	 Physician Loans
	  	 	4	  
	 44
	  	Granbury, TX	  	 Physician Loans
	  	 	56	  
	 45
	  	Hartselle, AL	  	 Physician Loans
	  	 	27	  
	 46
	  	Helena, AR	  	 Physician Loans
	  	 	27	  
	 47
	  	Hillsboro, TX	  	 Physician Loans
	  	 	60	  
	 48
	  	Jourdanton, TX	  	 Physician Loans
	  	 	31	  
	 49
	  	Kirksville, MO	  	 Physician Loans
	  	 	66	  
	 50
	  	Lake Wales, FL	  	 Physician Loans
	  	 	3	  
	 51
	  	Lancaster, SC	  	 Physician Loans
	  	 	72	  
	 52
	  	Laredo, TX	  	 Physician Loans
	  	 	8	  
	 53
	  	Las Vegas, NM	  	 Physician Loans
	  	 	27	  
	 54
	  	Lebanon, VA	  	 Physician Loans
	  	 	1	  
	 55
	  	Leesville, LA	  	 Physician Loans
	  	 	26	  
	 56
	  	Louisa, KY	  	 Physician Loans
	  	 	143	  
	 57
	  	Moberly, MO	  	 Physician Loans
	  	 	23	  
	 58
	  	Payson, AZ	  	 Physician Loans
	  	 	116	  
	 59
	  	Petersburg, VA	  	 Physician Loans
	  	 	31	  
	 60
	  	Philadelphia, PA	  	 Physician Loans
	  	 	0	  
	 61
	  	Plaquemine, LA	  	 Physician Loans
	  	 	73	  
	 79
	  	Pottstown, PA	  	 Physician Loans
	  	 	75	  
	 80
	  	Roswell, NM	  	 Physician Loans
	  	 	54	  
	 81
	  	Salem, NJ	  	 Physician Loans
	  	 	26	  
	 82
	  	Selmer, TN	  	 Physician Loans
	  	 	60	  
	 83
	  	Tooele, UT	  	 Physician Loans
	  	 	12	  
	 84
	  	Watsonville, CA	  	 Physician Loans
	  	 	6	  
	 85
	  	Weatherford, TX	  	 Physician Loans
	  	 	42	  
	 86
	  	West Grove, PA	  	 Physician Loans
	  	 	15	  
		  		  		  	  
	  
	 
		  		  	Total Physician Loans	  	 	1,488	  
		  		  		  	  
	  
	 









									
	 	  	 CHS Entity
	  	 Description of Property Leased
	  	Principal
Outstanding	 
				
		  	Other Debt	  		  			
	 87
	  	Granite City, IL	  	 Other Facility Debt
	  	 	(126	) 
	 88
	  	Granite City, IL	  	 Other Facility Debt
	  	 	126	  
	 89
	  	Granite City, IL	  	 Bank Notes
	  	 	280	  
	 90
	  	Corporate	  	 Other Corporate Debt
	  	 	8,810	  
	 91
	  	Lockhaven, PA	  	 Patient Funds Liability
	  	 	20	  
	 92
	  	Salem, NJ	  	 Other Facility Debt
	  	 	(45,591	) 
	 93
	  	Salem, NJ	  	 Other Facility Debt
	  	 	45,591	  
	 94
	  	Salem, NJ	  	 Sovereign Bank Notes
	  	 	9	  
		  		  		  	  
	  
	 
	 95
	  		  	Total Other	  	 	9,118	  
		  		  		  	  
	  
	 
	 96
	  		  	Total Facility Debt	  	 	57,997	  
		  		  		  	  
	  
	 

  

	*	Debt aggregated by major type per facility. 








 Triad 
 Schedule 6.01: Existing Indebtedness 
  

 

					
	 Capital Leases
	  			
	 St. Mary’s Regional Medical Center
	  	 	81,498	  
	 Dukes Memorial Hospital
	  	 	1,948	  
	 Dukes Memorial Hospital
	  	 	51,578	  
	 Dukes Memorial Hospital
	  	 	14,303	  
	 Triad Corporate Offices
	  	 	170,370	  
	 Massillon Hospital
	  	 	5,542	  
	 Augusta Hospital, LLC
	  	 	5,907	  
	 Willamette Community Medical Group
	  	 	3,758,073	  
		  	  
	  
	 
	 Subtotal
	  	 	4,089,219	  
		
	 Other Debt
	  			
	 Gadsden Regional Medical Center
	  	 	353,489	  
	 River Region Medical Center
	  	 	209,003	  
	 Woodward Regional Hospital
	  	 	648,241	  
	 Massillon Hospital
	  	 	4,341,705	  
	 Massillon Hospital
	  	 	328,529	  
		  	  
	  
	 
	 Subtotal
	  	 	5,880,967	  
		  	  
	  
	 
	 Total Capital Leases and Other Debt
	  	 	9,970,186	  
		  	  
	  
	 
		
	 Patient Loan Programs
	  			
		
	 HELP
	  	 	14,098,676	  
	 AccessOne
	  	 	4,822,644	  
	 Tower
	  	 	4,173,028	  
	 Barberton
	  	 	318,889	  
	 CB&T
	  	 	89,779	  
		  	  
	  
	 
	 Subtotal
	  	 	23,503,016	  
		
	 Other Guarantees
	  			
		
	 Medical Imaging
	  			
	 Capitalized lease
	  	 	77,277	  
	 Other debt
	  	 	1,701,753	  
	 Fort Wayne Cardiac Ctr, LLC Capital lease
	  	 	784,004	  
	 San Angelo Surgery Center Equipment note
	  	 	346,028	  
	 Term loan
	  	 	272,384	  
	 Line of Credit commitment
	  	 	154,007	  
		  	  
	  
	 
	 Subtotal
	  	 	3,335,453	  








 Schedule 6.02 

Existing Liens 
 See
Schedule 6.02 of the Existing Credit Agreement. 







 Schedule 6.04(h) 

Certain Permitted Acquisitions 
  

	1.	Spokane, Washington (Empire Health Services) 








 Schedule 6.05(b) 

Certain Syndication Transactions 
  

	1.	Wesley Health System, LLC (Hattiesburg, MS) 


	2.	Piney Woods Healthcare System, L.P. (Lufkin, TAX) (second offering) 


	3.	McKenzie-Willamette Regional Medical Center Associates, LLC (Springfield, OR) (supplemental offering) 


	4.	NOV Holdings, LLC (Tucson, AZ - 2 hospitals) 


	5.	Kay County Oklahoma Hospital Company, LLC (Ponca City, OK) 


	6.	Petersburg Hospital Company, LLC (Petersburg, VA) 


	7.	Laredo-Texas Hospital Company, LLC (Laredo, TX) (second offering) 


	8.	Northwest Indiana Health System, LLC (Valpraiso, IN) 


	9.	National Healthcare of Mt. Vernon, Inc. (Crossroads Community) 


	10.	Coatesville, PA 


	11.	Westgrove, PA 


	12.	Easton, PA 


	13.	Salem, NJ 


	14.	Abilene, TX 


	15.	Las Cruces, NM 


	16.	Victoria, TX 


	17.	Ft. Wayne, IN (Lutheran) 








 Schedule 6.07 

Certain Affiliate Transactions 
 None. 







 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 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

(as defined in Section 7701(a)(30) of the Code)
	  	Y	  	N	  	
				
	 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:	 	  



			
	
	  


 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:	 	  



  
 2 









			
		
	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. 

  
 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, and as further amended and restated as of February 2, 2012 (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. (“Parent”), a Delaware corporation, the Lenders (as defined in Article I of the Credit Agreement), and Credit Suisse AG, as administrative agent (in such capacity, the “Administrative
Agent”) and as collateral agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. 
  

	 	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 

 

	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.









 3. This Assignment and Acceptance shall be governed by and construed in accordance with the
laws of the State of New York. 
 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, as Administrative Agent[, Swingline Lender and Issuing Bank],2
			
		 	by:	 	  

		 		 	Name:
		 		 	Title:
			
		 		 	  

		 		 	Name:
		 		 	Title:
	
	[CHS/COMMUNITY HEALTH SYTEMS, 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, 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, and as further
amended and restated as of February 2, 2011 (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, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent for
the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms 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 12:00 (noon) (New York City time), one Business Day before 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 AND FINANCING STATEMENT 

From 
 [NAME OF
MORTGAGOR] 
 To 
 CREDIT SUISSE AG 
  

 
 Dated:
                    , 20[—] 
 Premises: [City], [State] 

                     County 

 
  

 
  

 







 THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND
FINANCING STATEMENT dated as of                 , 20[—] (this “Mortgage”), by
[        ], a [        ] corporation, having an office at [        ] (the “Mortgagor”), to CREDIT SUISSE
AG, 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, and as further amended and restated as of February 2, 2012 (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 as administrative agent (the “Administrative
Agent”) for the Lenders, collateral agent (the “Collateral Agent”) for the Secured Parties, swingline lender (the “Swingline Lender”) 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 and (ii) the Guarantee and Collateral Agreement dated as of July 25, 2007, as
amended and restated as of November 5, 2010 (as further amended, 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. Capitalized terms used but not defined herein have the meanings given to them in the Credit Agreement and the Guarantee and Collateral Agreement. 

In the Credit Agreement, (i) the Lenders have agreed to make term loans (the “Term Loans”) and revolving
loans (the “Revolving Loans”) to the Borrower, (ii) the Swingline Lender has agreed to make swingline loans (the “Swingline Loans”, together with Term Loans and Revolving Loans, the
“Loans”) to the Borrower and (iii) 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. 

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 and the issuance of the Letters of Credit by the Issuing Bank. In order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, 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 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. 
 As used in this Mortgage, the term “Secured Parties” shall mean (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent, (d) any Issuing Bank,
(e) each counterparty to any Hedging Agreement with a Loan Party that either (i) 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 (ii) 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 is entered into, (f) each
counterparty to any arrangement with Parent, the Borrower or any Subsidiary Guarantor in respect of Cash Management Obligations in effect on the Closing Date or entered into after the Closing Date, (g) the beneficiaries of each indemnification
obligation undertaken by any Loan Party under any Loan Document and (h) the successors and assigns of each of the foregoing. 
 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, all
the following described property (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 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”);

 (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 corporate powers
and has been duly authorized by all necessary corporate and, if required, stockholder 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 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. This Mortgage is given pursuant to the Credit Agreement. 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. 
 (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 Loan 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 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 in an amount reasonably
satisfactory to Mortgagee, but in no event less than the maximum limit of coverage available under the National Flood Insurance Act of 1968, 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. 

SECTION 1.07. Assignment of Leases and Rents. (a) Mortgagor hereby 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. 







 (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 receive and collect the Rents accruing under any Lease; but after the happening and during the continuance of any Event of Default, 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. 







 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; 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. 
 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 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. 
 SECTION 1.10. Filing and Recording. Mortgagor 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. 
 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.
Mortgagor’s organizational identification number is [                    ]. 

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) 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 the Credit Agreement and the Guarantee and Collateral Agreement 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. 

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. 
 (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 Credit Agreement (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 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. 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 Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this
Mortgage, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Mortgagee hereunder or under
any other Loan Document 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 Loan Document; 







 SECOND, to the payment in full of Unfunded Advances/Participations (the
amounts so applied to be distributed between or among the Administrative Agent, the Swingline Lender 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. 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. 
 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. 
 (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
Loan 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 Loan 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. 
 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 and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement. 
 (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. 
 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. 

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. 







 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:	 	Rachel A. Seifert
		 		 	Title:	 	Senior Vice President and Secretary


 Attest: 
  

					
	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 $7,215,000,000 (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.1

 2. [Other relevant local law provisions to be provided by local counsel.] 

 

	1 	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.