Receivables Loan Agreement



 Exhibit 10.3 
 EXECUTION VERSION 
 US $300,000,000 

RECEIVABLES LOAN AGREEMENT 
 Dated as of March 21, 2012 
 Among 

CHS RECEIVABLES FUNDING, LLC, 
 as the Borrower, 
 THE SEVERAL COMMERCIAL PAPER CONDUITS PARTY HERETO, 

as Conduit Lenders, 
 and 
 THE SEVERAL FINANCIAL INSTITUTIONS PARTY HERETO, 

as Committed Lenders, 
 and 
 THE SEVERAL FINANCIAL INSTITUTIONS PARTY HERETO, 

as Managing Agents, 
 and 
 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, 

as the Administrative Agent, 
 and 
 COMMUNITY HEALTH SYSTEMS PROFESSIONAL SERVICES CORPORATION, 

as the Collection Agent 







 TABLE OF CONTENTS 

 

									
	 	 	 	  	 	  	Page	 
		
	Article I DEFINITIONS	  	 	2	  
		 	SECTION 1.01.	  	 Certain Defined Terms
	  	 	2	  
		 	SECTION 1.02.	  	 Other Terms
	  	 	30	  
		 	SECTION 1.03.	  	 Accounting Terms and Principles
	  	 	30	  
		 	SECTION 1.04.	  	 Computation of Time Periods
	  	 	31	  
		 	SECTION 1.05.	  	 Computation of Ratios
	  	 	31	  
		
	Article II THE LOAN FACILITY	  	 	31	  
		 	SECTION 2.01.	  	 Advances; Interest
	  	 	31	  
		 	SECTION 2.02.	  	 Security for Obligations
	  	 	32	  
		 	SECTION 2.03.	  	 Extension of the Facility
	  	 	35	  
		 	SECTION 2.04.	  	 Optional Reduction in Facility Limit; Optional Prepayments and Mandatory Prepayments
	  	 	35	  
		 	SECTION 2.05.	  	 Selection of Fixed Periods
	  	 	36	  
		 	SECTION 2.06.	  	 Fees, Interest, Payments and Computations, Etc.
	  	 	37	  
		 	SECTION 2.07.	  	 Payment and Collection Procedures Generally
	  	 	37	  
		 	SECTION 2.08.	  	 Trigger Event and Termination Date Payment Procedures
	  	 	39	  
		 	SECTION 2.09.	  	 Updated Borrowing Base
	  	 	40	  
		 	SECTION 2.10.	  	 Late Payments, Payments on other than Business Day
	  	 	40	  
		 	SECTION 2.11.	  	 Increased Costs; Capital Adequacy; Illegality
	  	 	41	  
		 	SECTION 2.12.	  	 Taxes
	  	 	43	  
		 	SECTION 2.13.	  	 Assignment of the Sale Agreement and the Contribution Agreement
	  	 	46	  
		 	SECTION 2.14.	  	 Sharing of Payments
	  	 	46	  
		 	SECTION 2.15.	  	 Defaulting Lender
	  	 	47	  
		
	Article III CONDITIONS OF ADVANCES	  	 	48	  
		 	SECTION 3.01.	  	 Conditions Precedent to Initial Advance
	  	 	48	  
		 	SECTION 3.02.	  	 Conditions Precedent to All Advances
	  	 	48	  
		
	Article IV REPRESENTATIONS AND WARRANTIES	  	 	49	  
		 	SECTION 4.01.	  	 Representations and Warranties of the Borrower
	  	 	49	  
		 	SECTION 4.02.	  	 Representations and Warranties of the Collection Agent
	  	 	55	  
		 	SECTION 4.03.	  	 Article 9 Representations and Warranties
	  	 	57	  
		
	Article V GENERAL COVENANTS	  	 	58	  
		 	SECTION 5.01.	  	 Covenants of the Borrower
	  	 	58	  
		 	SECTION 5.02.	  	 Covenants of the Collection Agent
	  	 	64	  
		
	Article VI ADMINISTRATION, COLLECTION AND MONITORING OF ASSETS	  	 	70	  
		 	SECTION 6.01.	  	 Appointment and Designation of the Collection Agent
	  	 	70	  
		 	SECTION 6.02.	  	 Collection of Receivables by the Collection Agent; Extensions and Amendments of Receivables
	  	 	71	  


  
 i 









									
	 	 	 	  	 	  	Page	 
				
		 	SECTION 6.03.	  	 Distribution and Application of Collections
	  	 	72	  
		 	SECTION 6.04.	  	 Other Rights of the Administrative Agent
	  	 	72	  
		 	SECTION 6.05.	  	 Records
	  	 	73	  
		 	SECTION 6.06.	  	 Receivable Reporting
	  	 	73	  
		 	SECTION 6.07.	  	 Collections and Lock-Boxes
	  	 	74	  
		 	SECTION 6.08.	  	 UCC Matters; Protection and Perfection of Collateral
	  	 	75	  
		 	SECTION 6.09.	  	 Obligations With Respect to Receivables
	  	 	75	  
		 	SECTION 6.10.	  	 Applications of Collections
	  	 	76	  
		 	SECTION 6.11.	  	 Annual Servicing Report of Independent Audit Firm
	  	 	76	  
		 	SECTION 6.12.	  	 Indemnities by the Collection Agent
	  	 	76	  
		
	Article VII EVENTS OF DEFAULT	  	 	77	  
		 	SECTION 7.01.	  	 Events of Default
	  	 	77	  
		
	Article VIII INDEMNIFICATION	  	 	81	  
		 	SECTION 8.01.	  	 Indemnities by the Borrower
	  	 	81	  
		
	Article IX THE ADMINISTRATIVE AGENT; MANAGING AGENTS	  	 	84	  
		 	SECTION 9.01.	  	 Authorization and Action
	  	 	84	  
		 	SECTION 9.02.	  	 Agent’s Reliance, Etc.
	  	 	84	  
		 	SECTION 9.03.	  	 Administrative Agent and Affiliates
	  	 	85	  
		 	SECTION 9.04.	  	 Resignation of the Administrative Agent
	  	 	85	  
		 	SECTION 9.05.	  	 Payments
	  	 	86	  
		 	SECTION 9.06.	  	 Managing Agents
	  	 	86	  
		
	Article X MISCELLANEOUS	  	 	87	  
		 	SECTION 10.01.	  	 Amendments and Waivers
	  	 	87	  
		 	SECTION 10.02.	  	 Notices
	  	 	88	  
		 	SECTION 10.03.	  	 Electronic Transmissions
	  	 	89	  
		 	SECTION 10.04.	  	 Right of Setoff
	  	 	89	  
		 	SECTION 10.05.	  	 No Waiver; Remedies
	  	 	90	  
		 	SECTION 10.06.	  	 Binding Effect; Assignability
	  	 	90	  
		 	SECTION 10.07.	  	 Term of this Agreement
	  	 	92	  
		 	SECTION 10.08.	  	 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO VENUE; SERVICE OF PROCESS
	  	 	92	  
		 	SECTION 10.09.	  	 WAIVER OF JURY TRIAL
	  	 	93	  
		 	SECTION 10.10.	  	 Costs, Expenses and Taxes
	  	 	93	  
		 	SECTION 10.11.	  	 Waiver of Consequential Damages
	  	 	93	  
		 	SECTION 10.12.	  	 Recourse Against Certain Parties; No Proceedings
	  	 	94	  
		 	SECTION 10.13.	  	 Execution in Counterparts; Severability; Integration
	  	 	95	  
		 	SECTION 10.14.	  	 Confidentiality
	  	 	95	  


  
 ii 









 LIST OF SCHEDULES AND EXHIBITS 

 

			
	SCHEDULES	  	
		
	SCHEDULE I	  	 Lenders

		
	SCHEDULE II	  	 Condition Precedent Documents (Closing List)

		
	SCHEDULE III	  	 [Intentionally Omitted]

		
	SCHEDULE IV	  	 Non-Governmental Entity Obligor Concentration Percentages

		
	SCHEDULE V	  	 Jurisdiction of Organization, Principal Place of Business and Chief Executive Office, and Location of
Records

		
	SCHEDULE VI	  	 Specified Originators

		
	EXHIBITS	  	
		
	EXHIBIT A	  	 Form of Monthly Report

		
	EXHIBIT B	  	 Form of Performance Undertaking

		
	EXHIBIT C	  	 Form of Funding Request

		
	EXHIBIT D	  	 Form of Business Associate Agreement

		
	EXHIBIT E	  	 Form of Assignment of Agreements

		
	EXHIBIT F-1	  	 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax
Purposes)

		
	EXHIBIT F-2	  	 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax
Purposes)

		
	EXHIBIT F-3	  	 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax
Purposes)

		
	EXHIBIT F-4	  	 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax
Purposes)



  
 iii









 THIS RECEIVABLES LOAN AGREEMENT is made as of March 21, 2012, among: 

(1) CHS RECEIVABLES FUNDING, LLC, a Delaware limited liability company (the “Borrower”); 

(2) ATLANTIC ASSET SECURITIZATION LLC, a Delaware limited liability company (“Atlantic”), as a Conduit
Lender; 
 (3) LIBERTY STREET FUNDING LLC, a Delaware limited liability company (“Liberty
Street”), as a Conduit Lender; 
 (4) THE BANK OF NOVA SCOTIA (“Scotia”), as a
Committed Lender; 
 (5) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“CA-CIB”), as a
Committed Lender; 
 (6) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as administrative agent (in such
capacity, the “Administrative Agent”); and 
 (7) COMMUNITY HEALTH SYSTEMS PROFESSIONAL SERVICES
CORPORATION, a Delaware corporation (“Professional Services”), in its capacity as the initial Collection Agent hereunder. 
 PRELIMINARY STATEMENTS. 
 WHEREAS, on the Closing Date, the Originators, the
Collection Agent and the Buyer entered into the Sale Agreement, relating to the sale of certain Receivables originated by the Originators to the Buyer. 
 WHEREAS, on the Closing Date, the Transferor, the Collection Agent and the Company entered into the Contribution Agreement, relating to the sale and capital contribution of the Transferor of certain
Receivables purchased by the Transferor (in its capacity as Buyer under the Sale Agreement) to the Company. 
 WHEREAS, the
Borrower, may from time to time request Advances from the Lenders secured by, among other things, the Receivables received by the Borrower as contributions to its capital (in its capacity as the Company under the Contribution Agreement) on the terms
and conditions of this Agreement. 
 WHEREAS, as security for the Obligations, the Borrower desires to grant to the
Administrative Agent, for the benefit of the Secured Parties, a security interest in and a lien on all of its Collateral. 







 IT IS AGREED as follows: 

ARTICLE I 

DEFINITIONS 

SECTION 1.01. Certain Defined Terms. 
 (a) Certain capitalized terms used throughout this Agreement are defined above or in this Section 1.01. 
 (b) As used in this Agreement and its exhibits, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

 “AccessOne Program Receivables” means any Receivable that is subject to, and has not been repurchased
pursuant to the terms of, (i) that certain Amended and Restated Receivables Purchase Agreement, dated October 19, 2004, between QHG of South Carolina, Inc. and HRA Financial Services, Inc., (ii) that certain Amended and Restated
Receivables Purchase Agreement, dated October 15, 2004, between Mary Black Health System LLC and HRA Financial Services, Inc., as amended, restated, supplemented or modified from time to time, (iii) that certain Amended and Restated
Receivables Purchase Agreement, dated October 12, 2004, between QHG of Enterprise, Inc. and AccessOne Medcard, Inc., as amended, restated, supplemented or modified from time to time, (iv) that certain Amended and Restated Receivables
Purchase Agreement, dated October 12, 2004, between Carlsbad Medical Center, LLC and HRA Financial Services, Inc., as amended, restated, supplemented or modified from time to time, (v) that certain Amended and Restated Receivables Purchase
Agreement, dated October 13, 2004, between Lea Regional Hospital, LLC and HRA Financial Services, Inc., as amended, restated, supplemented or modified from time to time, or (vi) that certain Amended and Restated Receivables Purchase
Agreement, dated October 15, 2004, between Las Cruces Medical Center, LLC and HRA Financial Services, Inc., as amended, restated, supplemented or modified from time to time. 

“Adjusted Eurodollar Rate” means, with respect to any Fixed Period and any Revolving Principal Balance related thereto,
an interest rate per annum (expressed as a decimal and rounded upwards, if necessary, to the nearest one hundredth of a percentage point) equal to the British Bankers Association LIBOR Rate, as published by Reuters (or other commercially
available source designated by the Administrative Agent) for deposits in a principal amount of not less than $1,000,000 for such Fixed Period as of 11:00 A.M., London time, two Business Days before the first day of such Fixed Period;
provided, that if such rate is not available on any date when it is to be determined, then the rate shall be an interest rate per annum determined by the Administrative Agent equal to the rate at which it would offer deposits in United
States Dollars to prime banks in the London interbank market for a period equal to such Fixed Period and in a principal amount of not less than $1,000,000 at or about 11:00 A.M. (London time) on the second Business Day before (and for value on) the
first day of such Fixed Period. 
 “Administrative Agent” has the meaning assigned to that term in the
Recitals. 
 “Advance” has the meaning assigned to that term in Section 2.01. 

“Affected Party” has the meaning assigned to that term in Section 2.11(a). 

  
 2 








 “Affiliate” when used with respect to a Person means any other Person
controlling, controlled by or under common control with such Person. 
 “Aggregate Excess Concentration” means,
for any Obligor that is an Insurer, at any time, the amount by which the aggregate Expected Net Value of all Eligible Receivables owing by such Obligor exceeds a percentage equal to the “Obligor Concentration Percentage” with respect to
such Obligor determined in accordance with Schedule IV of the aggregate Expected Net Value of all Eligible Receivables. 
 “Agreement” means this Receivables Loan Agreement, including the Preliminary Statements, Schedules and Exhibits hereto, as same may be amended, restated or otherwise modified
from time to time. 
 “Alternative Rate” means, with respect to any Fixed Period and any Revolving Principal
Balance related thereto, an interest rate per annum equal to the Adjusted Eurodollar Rate; provided, however, that the “Alternative Rate” for any such Revolving Principal Balance and Fixed Period shall be the Base Rate
(a) if on or before the first day of such Fixed Period, a Lender, Managing Agent or the Administrative Agent shall have determined that a Eurodollar Disruption Event has occurred or (b) from and after the date on which a Liquidity Agent
has purchased the interests of the related Conduit Lender in Advances following an Event of Default. 
 “Applicable
Law” means, as to any Person, all statutes, laws, ordinances, rules, and regulations of any Governmental Entity, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is
subject. 
 “Assignment and Acceptance” means an assignment and acceptance pursuant to which the assignee
agrees to take an assignment of Revolving Principal Balance from a Lender and become a party to this Agreement, in form and substance satisfactory to the Administrative Agent, entered into by the Lender and such assignee pursuant to
Section 10.06. 
 “Assignment of Agreements” means that certain Assignment of Agreements, dated as
of the Closing Date, among the Buyer, the Borrower and the Administrative Agent in the form attached hereto as Exhibit E, as such agreement may be amended, restated, supplemented or otherwise modified from time to time. 

“Atlantic” has the meaning assigned to that term in the Recitals. 

“Atlantic Lender Group” means the Lender Group for which Atlantic acts as Conduit Lender. 

“Availability” means, at any time, the amount, if positive, by which (a) the lesser of (i) the Facility Limit
in effect or (ii) the Borrowing Base exceeds (b) the aggregate Revolving Principal Balance outstanding hereunder. 

“Bankruptcy Law” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101, et
seq.) as amended from time to time, or any successor statute, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor
relief laws of the United States or other applicable U.S. jurisdictions from time to time in effect and affecting the rights of creditors generally. 

  
 3 








 “Base Rate” means, on any day, a fluctuating rate of interest per
annum equal to the higher of (i) the per annum rate of interest equal to the PRBKCHMN Index as published by Bloomberg (or other commercially available source designated by the Administrative Agent) and (ii) 0.50% per
annum above the Federal Funds Rate. 
 “Borrower” has the meaning assigned to that term in the Recitals.

 “Borrower Notice” has the meaning assigned to that term in Section 2.04(d). 

“Borrowing Base” means, at any time, an amount equal to the sum of (a) (i) the Net Receivables Balance
minus (ii) the Total Reserves plus (b) the Self-Pay Receivables Balance. 
 “Borrowing Base
Deficiency” means, at any time, the amount, if positive, by which the aggregate Revolving Principal Balance outstanding hereunder exceeds the lesser of (i) the Facility Limit or (ii) the Borrowing Base. 

“Business Associate Agreement” means an agreement in substantially the form of Exhibit D. 

“Business Day” means a day of the year other than a Saturday or a Sunday on which (a) banks are required to be open
in New York City and (b) if the term “Business Day” is used in connection with the Adjusted Eurodollar Rate, dealings in dollar deposits are carried on in the London interbank market. 

“Buyer” means CHS in its capacity as the buyer under the Sale Agreement. 

“CA-CIB” has the meaning assigned to that term in the Recitals. 

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 the Parent, (b) a majority of the seats (other than vacant seats) on the board of directors of the Parent shall at any time be occupied by persons who were neither (i) nominated by the board of
directors of the Parent nor (ii) appointed by directors so nominated, (c) any change in control (or similar event, however denominated) with respect to the Parent or the Collection Agent (if it is an Affiliate of the Borrower, any
Originator or the Parent) shall occur under and as defined in any indenture or agreement in respect of Material Indebtedness to which such Person is a party (other than, under any indenture or agreement in respect of Material Indebtedness assumed in
connection with a permitted acquisition or any change in control triggered by the permitted acquisition pursuant to which such Material Indebtedness was assumed), or (d) the Parent shall cease to own, directly or indirectly, beneficially and of
record, (i) 100% of the issued and outstanding equity interests of CHS, the Borrower, any Originator (other than the Specified Originators) or the Collection Agent (if it is an Affiliate of the


  
 4 








 
Borrower, any Originator or the Parent), or (ii) the percentage of the issued and outstanding equity interests of any Specified Originator listed on Schedule VI hereto or such other
percentage that is not less than 5% below such percentage listed on Schedule VI. 
 “CHS” means
CHS/Community Health Systems, Inc., a Delaware corporation. 
 “Closing Date” means March 21, 2012.

 “CMS” means the Centers for Medicare and Medicaid Services of the United States Department of Health and
Human Services. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any
successor and the regulations promulgated and rulings issued thereunder. 
 “Collateral” has the meaning
assigned to such term in Section 2.02. 
 “Collateral Documents” means, collectively, this
Agreement, the Assignment of Agreements, the Control Agreement, the Deposit Account Notification Agreement (Government Healthcare Receivables), and all other security agreements, pledge agreements, guarantees and other similar agreements, and all
amendments, restatements, modifications or supplements thereof or thereto, by or between any one or more of the Borrower, and any Lender or the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties now or hereafter
delivered to the Administrative Agent pursuant to or in connection with the transactions contemplated hereby, and all financing statements against any such Person as debtor in favor of any Lender or the Administrative Agent for the benefit of the
Secured Parties, as any of the foregoing may be amended, restated and/or modified from time to time. 
 “Collection
Account” means an account that is (i) maintained at a bank or other financial institution in the name of an Originator for the purpose of receiving Collections and (ii) subject to the Deposit Account Notification Agreement
(Government Healthcare Receivables). 
 “Collection Account Bank” means a bank or other financial institution
holding one or more Collection Accounts, which on the Closing Date shall be Bank of America, N.A. 
 “Collection Agency
Receivable” means a Receivable that has been referred to a third party secondary collection agency by the Collection Agent. 
 “Collection Agent” means, at any time, the Person or Persons then authorized pursuant to Article VI to service, administer and collect Receivables, initially Professional
Services, in such capacity. 
 “Collection Date” means the date following the Termination Date on which the
aggregate outstanding Revolving Principal Balance under this Agreement has been reduced to zero, all Obligations (other than indemnities that are contingent as to liability) have been paid in full and the Commitments are terminated. 

“Collection Period” means a calendar month. 

  
 5 








 “Collections” means, with respect to any Receivable, all cash collections
and other cash proceeds of such Receivable, including insurance payments under any insurance policy and all cash proceeds of the Related Security with respect to such Receivable. 

“Commercial Paper” means, with respect to any Conduit Lender, the short-term unsecured promissory notes, denominated in
U.S. Dollars, issued by or on behalf of such Conduit Lender. 
 “Commitment” means, with respect to each
Committed Lender, the commitment of such Committed Lender to make Advances hereunder expressed as a U.S. Dollar amount representing the maximum Revolving Principal Balance for such Committed Lender hereunder (without regard to the Borrowing
Base at any time), as such commitment may be (a) reduced or increased from time to time in accordance with Section 2.04 or Section 10.01 and (b) reduced or increased from time to time, pursuant to assignments by or
to such Committed Lender pursuant hereto. Each Committed Lender’s Commitment is set forth on Schedule I, or in the Assignment and Acceptance pursuant to which such Committed Lender shall have assumed its Commitment. As of the
Effective Date, the aggregate amount of the Commitments is $300,000,000. 
 “Committed Lender” means each
Person set forth as such in Schedule I to this Agreement (as such Schedule I may be amended, supplemented or otherwise modified and in effect). 
 “Company” means CHS Receivables Funding, LLC, in its capacity as the purchaser and contributee under the Contribution Agreement. 

“Concentration Account” means an account, subject to the Control Agreement and maintained in the name of the Borrower at
the Concentration Account Bank for the purpose of receiving transfers from the Collection Accounts and for transacting all banking activities in accordance with the Facility Documents. 

“Concentration Account Bank” means Bank of America, N.A. or, with the prior written consent of the Administrative Agent,
another bank or financial institution. 
 “Conduit Lender” means, with respect to any Lender Group, the member
in such Lender Group which is, or is funded by, a multi-seller commercial paper conduit (and if more than one member in such Lender Group is, or is funded by, a multi-seller commercial paper conduit, “Conduit Lender” shall mean such
members collectively). 
 “Contract” means an insurance policy, contract or other instrument obligating an
Obligor to make payment with respect to a Receivable. 
 “Contractual Allowances” means, with respect to any
Receivable, an amount determined by the Collection Agent (or, subject and pursuant to Section 6.04(b), the Administrative Agent or any agent designated by the Administrative Agent), set forth in the Monthly Report and approved by the
Administrative Agent and Managing Agent in accordance with Section 6.06 or as otherwise agreed in accordance with Section 2.09(b), by which such Receivable, consistent with the applicable Originator’s historical
collection experience, is expected to be reduced prior to payment thereof by the Obligor, as such amount may be adjusted, upwards or downwards, in the discretion of the Collection Agent. 

  
 6 








 “Contribution Agreement” means that certain Receivables Purchase and
Contribution Agreement dated as of the date hereof, among the Transferor, the Company and the Collection Agent, together with all instruments, documents and agreements executed by any of the Originators in connection therewith, in each case, as the
same may from time to time be amended, restated, supplemented or otherwise modified in accordance with the terms thereof and hereof. 
 “Control Agreement” means (a) that certain Deposit Account Control Agreement, dated as of the Closing Date, among the Borrower, the Administrative Agent and Bank of America, N.A., as
the Concentration Account Bank, and (b) each other Deposit Account Control Agreement entered into among the Borrower, the Administrative Agent and a Concentration Account Bank, in each case in form and substance satisfactory to the
Administrative Agent, as each such agreement may be amended, modified, supplemented or restated in accordance with its terms and the terms hereof. 
 “CP Breakage” means, for any Revolving Principal Balance with respect to a Fixed Period (computed without regard to any shortened duration of such Fixed Period as a result of the
occurrence of the Termination Date) during which such Revolving Principal Balance is reduced as a result of an Optional Prepayment or a Mandatory Prepayment, the amount, if any, by which (a) the additional Interest (calculated without taking
into account any CP Breakage) which would have accrued on the reduction of such Revolving Principal Balance during such Fixed Period (as so computed) if such reductions had remained as Revolving Principal Balance or if the applicable Interest Rate
had remained unchanged, as the case may be, exceeds (b) the sum of (i) Interest actually received by a Lender in respect of such Revolving Principal Balance for such Fixed Period and (ii) if applicable, the income, if any, received by
such Lender from such Lender’s investing the proceeds of reductions of Revolving Principal Balance. 
 “CP
Costs” means, with respect to any Conduit Lender, for each day, the sum of (i) discount or interest accrued on Pooled Commercial Paper for such Conduit Lender on such day that is allocated, in whole or in part, by the related Managing
Agent to fund or maintain the Revolving Principal Balance of such Conduit Lender, plus (ii) any and all accrued commissions in respect of placement agents and dealers, and issuing and paying agent fees incurred, in respect of such Pooled
Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase or financing facilities which are funded by Pooled Commercial Paper for such day to the extent
such Pooled Commercial Paper is allocated, in whole or in part, by the related Managing Agent to fund or maintain the Revolving Principal Balance of such Conduit Lender. 
 “CP Disruption Event” means the inability of any Conduit Lender, at any time, whether as a result of a prohibition, a contractual restriction or any other event or circumstance
whatsoever, to raise funds through the issuance of its commercial paper notes (whether or not constituting “Commercial Paper” hereunder) in the United States commercial paper market. 

  
 7 








 “CP Rate” means, with respect to any Conduit Lender for any Fixed Period
and any Revolving Principal Balance with respect thereto, the per annum rate that, when applied to such Revolving Principal Balance for the actual number of days elapsed in such Fixed Period, would result in an amount of accrued interest
equivalent to such Conduit Lender’s CP Costs for such Fixed Period. 
 “Credit and Collection Policy”
means the credit, contracting and collection policies and practices relating to Contracts and Receivables of the Originators previously provided to each Managing Agent, as modified in compliance with Section 6.02(c) of this Agreement and
provided to or accessible to each Managing Agent in electronic format. 
 “Critical Accounting Policy” means
the “Critical Accounting Policy” (as such term is defined in the annual report on Form 10-K of the Parent). 

“Debt” of any Person means (a) indebtedness of such Person for borrowed money, (b) obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (c) obligations of such Person to pay the deferred purchase price of property or services beyond ordinary course of business payment terms for trade payables,
(d) obligations secured by a valid Lien upon property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such obligations and (e) obligations of such Person under direct or indirect
guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses
(a) through (d) above. 
 “Default” means any event or circumstance that but for notice or
lapse of time or both would constitute an Event of Default. 
 “Default Ratio” means, in respect of any
Collection Period, the ratio (expressed as a percentage) computed as of the Determination Date, by dividing  
 (a) the aggregate Expected Net Value of all Receivables that were Defaulted Receivables other than Self-Pay Receivables as of the last day of such Collection Period by 

(b) the aggregate Expected Net Value of all Receivables other than Self-Pay Receivables as of the last day of such
Collection Period. 
 “Defaulted Receivable” means a Receivable: 

(a) as to which, as of the date that is 150 days after the Last Service Date, the amount paid thereon is less than the
Expected Net Value of such Receivable (other than as a result of a miscalculation by the Collection Agent of Contractual Allowances), 
 (b) as to which the Obligor thereof is currently the subject of an Insolvency Proceeding, or 
 (c) which, consistent with the Credit and Collection Policy, has been or should be written off the Borrower’s or an Originator’s books as uncollectible. 

  
 8 








 “Defaulting Lender” means, subject to Section 2.15(b), any
Committed Lender that, as determined by the Administrative Agent or any Managing Agent that is not part of the Lender Group of such Committed Lenders, (a) has failed to fund any portion of an Advance within three Business Days of the date
required to be funded by it thereunder, (b) has notified the Administrative Agent or any Managing Agent in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the
effect that it does not intend to comply with its funding obligations under this Agreement, (c) has failed, within three Business Days after request by the Administrative Agent or a Managing Agent, to confirm that it will comply with its
funding obligations hereunder, or (d) has, or has a parent company that has, become the subject of an Insolvency Proceeding, or has had a receiver, conservator, trustee or custodian appointed for it. 

“Delinquency Ratio” means, in respect of any Collection Period, the ratio (expressed as a percentage) computed as of the
Determination Date, by dividing  
 (a) the aggregate Expected Net Value of all Delinquent Receivables
other than Self-Pay Receivables as of the last day of such Collection Period by 
 (b) the aggregate
Expected Net Value of all Receivables other than Self-Pay Receivables as of the last day of such Collection Period. 

“Delinquent Receivable” means a Receivable, other than a Defaulted Receivable, as to which, as of the date that is 120
days after the Last Service Date, the amount paid thereon is less than the Expected Net Value of such Receivable (other than as a result of a miscalculation by the Collection Agent of Contractual Allowances). 

“Deposit Account Notification Agreement (Government Healthcare Receivables)” means (a) that certain Deposit Account
Notification Agreement (Government Healthcare Receivables), dated as of the Closing Date, among the Originators, the Administrative Agent, the Collection Account Bank, and, solely for purposes of Section 11 thereof, CHS, and (b) each other
agreement entered into by one or more Originators, the Administrative Agent and a Collection Account Bank providing for, among other things, standing revocable instructions by such Originators to transfer Collection Account funds to a Concentration
Account and notification to the Administrative Agent of any change in such instructions, in each case in form and substance satisfactory to the Administrative Agent, as such agreement may be amended, modified, supplemented or restated in accordance
with its terms and the terms hereof. 
 “Determination Date” means with respect to any Collection Period, the
last day of such Collection Period. 
 “DSO” means, as of the last day of any Collection Period, the product of
(a) the amount obtained by dividing (i) the daily average of the Net Receivables Balance of all Receivables net of Self-Pay Receivables for such Collection Period and the prior two Collection Periods, by (ii) the sum of the
cumulative gross sales of the Originators net of Contractual Allowances and net of Self-Pay Receivables for such Collection Period and the prior two Collection Periods, multiplied by (b) 90. 

  
 9 








 “Electronic Transmission” means each document, instruction, authorization,
file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail (including an “excel” spreadsheet file or PDF file attached to an e-mail) to the extent confirmed received by such recipient
thereof, or other equivalent service acceptable to the Administrative Agent. 
 “Eligible Obligor” means, at
any time, an Obligor which is: 
 (a) not an Affiliate of the Borrower, CHS or any Originator; 

(b) a resident of the United States; 

(c) not the Obligor of Defaulted Receivables having an Expected Net Value in an aggregate amount of 25% or more of the
aggregate Expected Net Value of all Receivables of such Obligor; 
 (d) not the subject of any Insolvency
Proceeding; and 
 (e) an Insurer or a Governmental Entity. 

For the avoidance of doubt, an Obligor that is ineligible pursuant to two or more clauses above shall be counted as ineligible under this Agreement once,
without duplication. 
 “Eligible Receivable” means, at any time, a Receivable: 

(a) the Obligor of which is an Eligible Obligor; 

(b) which is not a Delinquent Receivable, a Defaulted Receivable or a Collection Agency Receivable; 

(c) which (i) is an “account”, including a health-care-insurance receivable, or a general intangible within
the meaning of the UCC and is not evidenced by any instrument or chattel paper, (ii) unless it is an Unbilled Receivable, has been invoiced by the applicable Originator and as to which all performance and other action required to be taken in
connection therewith by the applicable Originator (and, if applicable, the Borrower) for the Obligor has been so performed or taken, (iii) is denominated and payable only in U.S. Dollars, (iv) that has not been compromised in any manner
that would reduce the amount payable with respect thereto in any manner not reflected in the Total Reserves or the Contractual Allowances with respect thereto (including by extension of time of payment) and, in any event, is payable in an amount
approximating its Expected Net Value by the Obligor or Obligors identified by the applicable Originator in its records as being obligated to do so, (v) is net of any deductible limitations, commissions, fees, or other discounts, (vi) is
based on an actual and bona fide rendition of services or sale of goods to the patient by the applicable Originator in the ordinary course of business, (vii) to the extent required under Applicable Law, is subject to a Patient Consent Form
executed by the applicable patient, and (viii) satisfies all applicable requirements of, and, in the case of Receivables owed by Governmental Entities or Insurers, was originated and processed in accordance with, the Credit and Collection
Policy or the Critical Accounting Policy, as applicable, and the billing requirements of the applicable Obligor except in any Immaterial Respect; 

  
 10 









 (d) which was transferred to the Buyer under the Sale Agreement by an
Originator that (i) was not at the time of transfer and currently is not the subject of any Insolvency Proceeding and (ii) has not been the subject of a Removal; 

(e) which was transferred to the Borrower under the Contribution Agreement by Transferor, who was not at the time of
transfer and currently is not the subject of any Insolvency Proceeding; 
 (f) which is not the subject of any
action, suit, proceeding or dispute (pending or threatened), setoff, counterclaim, defense, abatement, suspension, deferment, deductible, reduction or termination by the Obligor thereof (except for statutory rights of Governmental Entities that are
not pending or threatened) unless, in the case of a Receivable from a Governmental Entity, Medicare/Medicaid Cost Report Liability Reserves have been established with respect thereto in an amount in compliance with the Critical Accounting Policy and
otherwise reasonably satisfactory to the Administrative Agent; 
 (g) which is not based on any cost report
settlement or expected settlement due from any Governmental Entity; 
 (h) the invoice for the goods and services
constituting the basis for which, has been prepared, delivered and is in a form such that, after application of all relevant Contractual Allowances adjustments have been applied to such Receivable and the invoiced balance thereunder, the expected
payments for the invoiced goods and services will be in an amount approximating the Expected Net Value of such Receivable; 
 (i) the financing of which hereunder is made in good faith and without actual intent to hinder, delay or defraud present or future creditors of the Borrower or any Originator; 

(j) the assignment of which (including the grant of a perfected security interest therein and the assignment of any
Related Security) does not contravene or conflict in any material respect with any Applicable Law or any contractual or other restriction, limitation or restriction with regard to confidentiality; 

(k) the Obligor with respect to which has been directed to make payments on such Receivable to a Lock-Box or Collection
Account; 
 (l) the Contract with respect to which, (i) together with such Receivable, does not contravene
in any material respect any Applicable Law (including laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to
which no party to the Contract related thereto is in violation of any such Applicable Law in any material respect, (ii) does not contain any provision prohibiting the grant of a Lien in such payment obligation from the patient to the
Originator, from the Originator to the 

  
 11 









 
Transferor, from the Transferor to the Borrower or from the Borrower to the Administrative Agent, (iii) has been duly authorized and, together with such Receivable, constitutes the legal,
valid and binding obligation of the Obligor, and (iv) was in full force and effect and applicable to the customer or patient at the time the goods or services constituting the basis for such Receivable were sold or performed; 

(m) with respect to which no consents by any third party to the grant of a security interest therein are required other
than consents previously obtained in writing by the Borrower; 
 (n) as to which the Administrative Agent has not
notified the Borrower and the Collection Agent that the Administrative Agent has determined, in its reasonable business judgment exercised in good faith, that the inclusion of such Receivable (or class of Receivables (other than Medicare or
Medicaid)) would have a material adverse effect on the program; 
 (o) (i) which, prior to the grant of an
interest therein pursuant to this Agreement, is owned by the Borrower free and clear of any Lien (other than Permitted Liens), and (ii) with respect to which, from and after the grant of an interest therein pursuant to this Agreement, the
Administrative Agent has a properly perfected first priority security interest therein, free and clear of any Lien (other than Permitted Liens); 
 (p) which is not an Ineligible Receivable; 
 (q) which, if it is an
Unbilled Receivable, is not within 10 days of the statutory limit for billing and collection applicable to the Obligor thereof and is not aged more than 30 days from its Last Service Date; 

(r) except for an Unbilled Receivable, all information set forth in the bill and supporting claim documents with respect
to which is true, complete and correct except in any Immaterial Respect, and if additional information is requested by the Obligor, the Borrower (or related Originator) has or will promptly provide (or cause to be provided) the same, and if any
error has been made with respect to such information, the Borrower (or related Originator) will promptly correct the same and, if necessary, rebill such Receivable; 

(s) with respect to which the Originator’s Medicare or Medicaid cost reports have been examined and audited or
“final settled” or for which a Notice of Program Reimbursement (“NPR”) has been issued by (i) as to Medicaid, the applicable state agency or other CMS designated agent or agents of such state agency, charged with such
responsibility, or (ii) as to Medicare, the Medicare intermediary or other CMS designated agents charged with such responsibility, and there is no basis for any Governmental Entity to assert an offset with respect to such Receivable, including
as the result of any unpaid amounts, with respect to any audit, financial settlement or NPR, except to the extent covered by Medicare/Medicaid Cost Report Liability Reserves; and 

(t) is not an AccessOne Program Receivable. 

  
 12 









 For the avoidance of doubt, (i) a Receivable or portion of a Receivable that is ineligible pursuant to
two or more clauses above shall be counted as ineligible under this Agreement once, without duplication, (ii) so long as no Default or Event of Default is continuing, an Eligible Receivable that becomes ineligible under any clause hereunder may
be resubmitted as an Eligible Receivable at a future date if and to the extent all qualifications under this definition are satisfied as of the date of resubmission (including curing the basis for the initial determination of ineligibility
hereunder). 
 “ENV Event” means the date the ENV Ratio falls below 95% for three consecutive Collection
Periods. 
 “ENV Period” means the period from the first day of the Collection Period commencing immediately
after the occurrence of an ENV Event to the day on which the Collection Agent delivers the updated Monthly Report required by Section 2.09(b). 
 “ENV Ratio” means, as of the last day of any Collection Period and set forth in each Monthly Report, the percentage equivalent of a fraction, the numerator of which is “CHS
Collections” received and the denominator of which is “CHS Adjusted Net Revenue” for all hospitals of CHS and its Subsidiaries, in aggregate, on a rolling twelve-month basis. 

For the purpose of this definition: 
 “CHS Collections” means, as of the last day of any Collection Period, cash collections actually received by CHS and its Subsidiaries for the 12 month period ended on such date.

 “CHS Adjusted Net Revenue” means, as of the last day of any Collection Period, net revenue
less bad debt expense (as such terms are used in the consolidated financial statements of Parent and its Subsidiaries) for CHS and its Subsidiaries for the 12 month period ended on the last day of the immediately preceding Collection Period.

 “ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to
time. 
 “ERISA Affiliate” means 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” means (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 Sections 412 or 430 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 the
Borrower or any of its ERISA Affiliates of any liability under 

  
 13 









 
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 the Borrower 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
the Borrower or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower 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 non-exempt “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 Disruption Event” means, with respect to any Revolving Principal Balance and any Fixed Period, any of the
following: (a) a determination by any Lender that it would be contrary to law or to the directive of any central bank or other governmental authority (whether or not having the force of law) to obtain U.S. Dollars in the London interbank market
to make, fund or maintain any Advance for such Fixed Period, (b) the inability of CA-CIB to obtain timely information for purposes of determining the Adjusted Eurodollar Rate or (c) the inability of any Lender to obtain U.S. Dollars in the
London interbank market to make, fund or maintain any Advance for such Fixed Period. 
 “Event of Default” has
the meaning assigned to that term in Section 7.01. 
 “Expected Net Value” means, with respect to
any Receivable, the sum of (a) the gross unpaid amount of such Receivable on the date of creation thereof minus (b) all Contractual Allowances with respect to such Receivable; provided that the amount deducted pursuant to
clause (b) shall be increased by 25% (i) during an ENV Period and (ii) if a Monthly Report is not delivered when due in accordance with Section 6.06, during the period from the first Business Day after the date on which
such Monthly Report was required to have been delivered until the first Business Day immediately following the date such Monthly Report is delivered in accordance with Section 6.06. 

“Expected Receivables Default Rate” means, in respect of any Collection Period, the highest three-Collection Period
rolling average Receivables Default Rate over the twelve most recently ended Collection Periods. 
 “Facility
Documents” means this Agreement, the Collateral Documents, the Sale Agreement, the Contribution Agreement, the Fee Letter, the Performance Undertaking and all other certificates, instruments, financing statements, registrations, reports,
notices, agreements and documents executed or delivered under or in connection with this Agreement, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Agreement.


  
 14 









 “Facility Limit” means $300,000,000, as such amount may be adjusted from
time to time pursuant to Section 2.04, provided, however, that at all times, on or after the Termination Date, the “Facility Limit” shall mean the aggregate outstanding Revolving Principal Balance hereunder.

 “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or
successor version that is substantively comparable) and any current or future regulations or official interpretations thereof. 

“Federal Funds Rate” means, for any day, a fluctuating interest rate per annum equal to 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 for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized
standing selected by it. 
 “Fee Letter” means that certain fee letters executed among the Borrower, each
Managing Agent and the Administrative Agent, dated on or about the date hereof, as same may be amended, restated, supplemented or otherwise modified from time to time. 
 “Financial Covenant Cure Period” has the meaning assigned to that term in Section 7.01(r). 
 “Fitch” means Fitch, Inc., and any successor thereto. 

“Fixed Period” means, for any outstanding Revolving Principal Balance, (a) if Interest in respect of all or any
part thereof is computed by reference to the CP Rate, a period of 1 to and including 31 days, (b) if Interest in respect thereof is computed by reference to the Adjusted Eurodollar Rate, a period of one month and (c) if Interest in respect
thereof is computed at the Alternative Rate, a period of 1 to and including 31 days; provided, however, that (i) any Fixed Period (other than of one day) which would otherwise end on a day which is not a Business Day shall be extended to
the next succeeding Business Day (provided, however, if Interest in respect of such Fixed Period is computed by reference to the Adjusted Eurodollar Rate, and such Fixed Period would otherwise end on a day which is not a Business Day, and
there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day) and (ii) any Fixed Period which commences before the Termination Date and would otherwise end on a date
occurring after the Scheduled Termination Date shall end on the Scheduled Termination Date. 
 “Foreign Lender”
means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. 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. 
 “Funding Date” has the meaning assigned to that term in
Section 2.01(c). 

  
 15 









 “Funding Request” means a written request of the Borrower to the
Administrative Agent and each Managing Agent, in substantially the form attached hereto as Exhibit C. 

“GAAP” means the generally accepted accounting principles in the United States in effect from time to time including, at
any time after the adoption thereof in the United States, the generally accepted accounting standards from time to time developed and approved by the International Accounting Standards Board. 

“Governmental Entity” means the United States of America, any state thereof, any political subdivision of a state
thereof and any agency or instrumentality of the United States of America or any state or political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to
government. Payments from Governmental Entities will be deemed to include payments governed under the Social Security Act (42 U.S.C. §§ 1395 et seq.), including payments under Medicare, Medicaid and TRICARE/CHAMPUS, and payments
administered or regulated by CMS; provided that for purposes of the definition of “Eligible Obligor”, Governmental Entities with respect to Medicaid-related and Medicare-related Receivables shall be treated as separate entities in
the manner identified in the Monthly Report. 
 “Healthcare Laws” means all applicable statutes, laws,
ordinances, rules, and regulations of any Governmental Entity with respect to regulatory matters primarily relating to patient healthcare, healthcare providers, and healthcare services (including Section 1128B(b) of the Social Security Act, as
amended, 42 U.S.C. § 1320a 7(b) (Criminal Penalties Involving Medicare or State Health Care Programs), commonly referred to as the “Federal Anti-Kickback Statute,” HIPAA and the Social Security Act, as amended, Section 1877,
42 U.S.C. § 1395nn (Prohibition Against Certain Referrals), commonly referred to as “Stark Statute”). 

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191, the Privacy
Standards, the Security Standards, and the Privacy provisions (Subtitle D) of the Health Information Technology for Economic Clinical Health Act, Division A, Title XIII of Pub. L. 111-5, and its implementing regulations. 

“Immaterial Respect” means, with respect to (1) any eligibility criteria relating to a Receivable included in a
Funding Request as an Eligible Receivable, any non-compliance with such eligibility criteria that does not result in (i) the diminution in any amount whatsoever (x) in the timely payment or, (y) of the Expected Net Value of such
Receivable, or (ii) the impairment exclusion, elimination or limitation of any material rights, remedies or benefit that otherwise would be available to obtain Collections on such Receivable, or (2) any representation or warranty
hereunder, any breach of a representation or warranty that does not result in (i) the diminution in any amount whatsoever (x) in the timely payment or, (y) of the Expected Net Value of such Receivable, or (ii) the impairment
exclusion, elimination or limitation of any material rights, remedies or benefit that otherwise would be available to obtain Collections on the Receivables. 
 “Indemnified Amounts” has the meaning assigned to that term in Section 8.01. 
 “Indemnified Parties” has the meaning assigned to that term in Section 8.01. 

  
 16 









 “Independent Director” has the meaning assigned to that term in
Section 5.01(h)(ii). 
 “Ineligible Receivable” means a Receivable on the books and records of an
Originator in one of the following financial classes from the list of all financial classes categorized by the Originators set forth on the schedule of financial classes provided to the Administrative Agent on the Closing Date: (i) Early-Out
Blue Cross, (ii) Early-Out HMO/PPO, (iii) Early-Out Other Insurance, (iv) Champus, (v) Workers Comp., (vi) Other Governmental, (vii) Schip Standards, (viii) Schip Nonstandard, (ix) Industrial, (x) Auto
Insurance Liability, or (xi) Other Non-Government. 
 “Insolvency Proceeding” means, with respect to any
Person, any of the following events: (a) any proceeding shall be instituted by such Person seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, dissolution, stay of proceedings, arrangement,
adjustment, protection, relief, or composition of it or its debts under any Bankruptcy Law or (b) any proceeding shall be instituted against such Person seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, dissolution, stay
of proceedings, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any Bankruptcy Law, and such proceeding (other than with respect to the Borrower) shall remain unstayed for a period of
60 days, or the requested adjudication, relief or other action sought thereby shall have been made, granted or taken. 

“Insurer” means any Person (other than a Governmental Entity) which in the ordinary course of its business or activities
agrees to pay for healthcare goods and services received by individuals, including commercial insurance companies, nonprofit insurance companies (such as the Blue Cross, Blue Shield entities), employers or unions which self insure for employee or
member health insurance, prepaid health care organizations, preferred provider organizations, health maintenance organizations or any other similar Person. “Insurer” includes insurance companies issuing health, personal injury,
workers’ compensation or other types of insurance but does not include any individual guarantor. 

“Interest” means, with respect to any Revolving Principal Balance and any Fixed Period, the product of 

 

	
	 IRP x C x ED

	DC
	

 where: 
  

					
	C	 	=	  	such Revolving Principal Balance as of the last day of such Fixed Period,
			
	DC	 	=	  	360, if the Interest Rate is based on Adjusted Eurodollar Rate or CP Rate, and 365/366 if the Interest Rate is based on the Base Rate,
			
	ED	 	=	  	the actual number of days elapsed during such Fixed Period, and
			
	IRP	 	=	  	the Interest Rate for such Fixed Period;


  
 17 









 provided, however that (a) no provision of this Agreement shall require the payment or permit
the collection of Interest in excess of the maximum permitted by Applicable Law and (b) Interest shall not be considered paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason.

 “Interest Rate” means, for any Fixed Period and any Revolving Principal Balance related thereto: 

(a) for each day during such Fixed Period to the extent a Lender will be funding the applicable Advance on such day
through the issuance of commercial paper, a rate equal to the CP Rate for such Fixed Period; 
 (b) for each day
during such Fixed Period to the extent a Lender will not be funding or maintaining the applicable Advance on such day through the issuance of commercial paper, a rate equal to the Alternative Rate for such Fixed Period or, at the Administrative
Agent’s request, such other rate as the Administrative Agent, each Managing Agent and the Borrower shall agree to in writing; and 
 (c) during the occurrence of an Event of Default, a rate equal to the sum of the Base Rate for such Fixed Period plus 2.0%. 
 “Investment” means, with respect to any Person, any direct or indirect loan, advance or investment by such Person in any other Person, whether by means of share purchase, capital
contribution, loan or otherwise, excluding the acquisition of Receivables, Related Security, Collections and other proceeds thereof (and interests therein) pursuant to the Sale Agreement and the Contribution Agreement and excluding commission,
travel and similar advances to officers, employees and directors made in the ordinary course of business. 
 “Investment
Company Act” means the Investment Company Act of 1940, as amended. 
 “IRS” shall mean the Internal
Revenue Service and any Person succeeding to the functions thereof. 
 “Last Service Date” means, with respect
to any Receivable, the date on which the related patient was discharged from the care of the applicable Originator. 

“Lender Group” means the Conduit Lender(s) administered by a financial institution, the related Committed Lenders and
their related Managing Agent, as set forth on Schedule I to this Agreement (as such Schedule I may be amended, supplemented or otherwise modified and in effect). 

“Lender Group Limit” means, for each Lender Group, the sum of the Commitments of the Committed Lenders in such Lender
Group. 

  
 18 









 “Lender Group Percentage” means, with respect to any Lender Group, the
percentage equivalent of a fraction the numerator of which is the sum of the Commitments held by the Committed Lenders members of such Lender Group and the denominator of which is the sum of all Commitments outstanding. If the Commitments have
terminated or expired, the Lender Group Percentages shall be the percentage equivalent of a fraction the numerator of which is the aggregate Revolving Principal Balance held by the Lenders members of such Lender Group and the denominator of which is
the total Revolving Principal Balance. 
 “Lenders” means collectively, the Conduit Lenders, the Committed
Lenders and any other Person that agrees, pursuant to the pertinent Assignment and Acceptance (other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance), to fund Advances pursuant to this Agreement.

 “Liberty Street” has the meaning assigned to that term in the Recitals. 

“Liberty Street Lender Group” means the Lender Group for which Liberty Street acts as Conduit Lender. 

“Lien” means a lien, assignment, mortgage, pledge, hypothecation, privilege, title retention, security interest, charge,
hypothec, encumbrance or other right or claim of any Person. 
 “Liquidity Agreement” means an agreement
between a Conduit Lender and a Liquidity Provider evidencing the obligation of such Liquidity Provider to provide liquidity or asset purchase facilities in connection with the issuance by such Conduit Lender of Commercial Paper or the borrowing by
such Conduit Lender of the proceeds of Commercial Paper. 
 “Liquidity Provider” means the Person or Persons
who provide liquidity support to a Conduit Lender in connection with the issuance by such Conduit Lender of Commercial Paper or the borrowing by such Conduit Lender of the proceeds of Commercial Paper and each guarantor of any such Person. Each
Liquidity Provider shall be a Committed Lender hereunder, unless the Administrative Agent and the Borrower shall have otherwise consented to such Liquidity Provider in writing (such consent not to be unreasonably withheld). 

“Lock-Box” means a post office box to which Collections are remitted for retrieval by a Collection Account Bank and
deposited by such Collection Account Bank into a Collection Account. 
 “Loss Horizon” means, in respect of any
Collection Period, a ratio equal to (a) the cumulative gross sales of the Originators over the four most recently ended Collection Periods over (b) the Net Receivables Balance at the end of such Collection Period. 

“Loss Reserve” means, at any time, the product of (a) the Loss Reserve Percentage for the most recently ended
Collection Period multiplied by (b) the Net Receivables Balance. 
 “Loss Reserve Percentage”
means, in respect of any Collection Period, the greater of (a) the product of (i) Expected Receivables Default Rate multiplied by (ii) the Loss Horizon multiplied by (iii) the Stress Factor and (b) the Loss
Reserve Percentage Floor. 

  
 19 









 “Loss Reserve Percentage Floor” means 20%. 

“Managing Agent” means (i) for the Atlantic Lender Group, CA-CIB and (ii) for the Liberty Street Lender Group,
Scotia. 
 “Mandatory Prepayment” has the meaning given in Section 2.07(e). 

“Material Adverse Effect” means a material adverse change since December 31, 2011 in, or a material adverse effect
upon, (a) the operations, business, properties or financial condition of (i) the Originators taken as a whole, the Borrower or the Collection Agent or (ii) the Parent and its subsidiaries, taken as a whole, (b) the ability of the
Borrower, the Collection Agent, the Parent, CHS or any Material Originator to perform in any material respects their respective obligations under this Agreement or any other Facility Document to which it is a party, or (c) (i) the
legality, validity, binding effect or enforceability of any Facility Document, or (ii) the perfection or priority of any Lien granted under any of the Collateral Documents (other than with respect to an immaterial amount of Collateral and which
the Borrower, applicable Originator, Collection Agent or CHS is diligently disputing by appropriate proceedings). 

“Material Indebtedness” means any Debt (other than any Debt incurred under the Facility Documents) of any one or more of
the Parent or the Collection Agent in an aggregate principal amount exceeding $50,000,000. 
 “Material
Originator” means, as of any date of determination, any Originator or group of Originators, collectively, the Receivables of which constitute at least 7.5% of the average of the Net Receivables Balances determined as of the last day of each
of the three consecutive Collection Periods occurring immediately prior to such date of determination. 

“Medicaid” means the medical assistance program established by Title XIX of the Social Security Act (42 U.S.C. §
1396 et seq.) and any statutes succeeding thereto. 
 “Medicaid Concentration Limit” means, at any time, an
amount equal to 20% of the aggregate Expected Net Value of all Eligible Receivables at the end of the most recent Collection Period; provided that the Medicaid Concentration Limit may be subject to adjustment, upward or downward by the
Managing Agents in their sole discretion, following the implementation of any change in Applicable Law, including Healthcare Law. 
 “Medicaid Excess Concentration” means, at any time, the amount by which the aggregate Expected Net Value of all Eligible Receivables owing by Governmental Entities under Medicaid at such
time exceeds the Medicaid Concentration Limit. 
 “Medicare” means the health insurance program for the aged
and disabled established by Title XVIII of the Social Security Act (42 U.S.C. § 1395 et seq.) and any statutes succeeding thereto. 
 “Medicare Concentration Limit” means, at any time, an amount equal to 45% of the aggregate Expected Net Value of all Eligible Receivables at the end of the most recent Collection Period;
provided that the Medicare Concentration Limit may be subject to adjustment, upward or downward by the Managing Agents in their sole discretion, following the implementation of any change in Applicable Law, including Healthcare Law.


  
 20 









 “Medicare Excess Concentration” means, at any time, the amount by which the
aggregate Expected Net Value of all Eligible Receivables owing by Governmental Entities under Medicare at such time exceeds the Medicare Concentration Limit. 
 “Medicare/Medicaid Cost Report Liability Reserve” means, at any time, all Medicare and Medicaid cost report liabilities as shown on the financial statements of the Originators determined
in accordance with the Critical Accounting Policy plus any additional reserves that the Administrative Agent may establish and maintain from time to time in its reasonable discretion to reflect any claims asserted or threatened by an Obligor that is
a Governmental Entity that may result in a setoff, recoupment or other reduction of amounts payable on Receivables. 

“Monthly Report” means a report, in substantially the form of Exhibit A, executed by a Responsible Officer
of the Collection Agent and furnished to the Administrative Agent and each Managing Agent pursuant to Section 6.06 or Section 3.02. 
 “Monthly Report Due Date” means, with respect to any Collection Period, the 20th day of the calendar month following such Collection Period, or, if such day is not a Business Day, the next succeeding
Business Day. 
 “Moody’s” means Moody’s Investors Service, Inc., and any successor thereto.

 “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA that is
contributed to by the Borrower or with respect to which the Borrower has any liability (including on behalf of any ERISA Affiliate). 
 “Net Receivables Balance” means, at any time, the aggregate Expected Net Value of all Eligible Receivables, minus the sum of, (a) in the case of each Obligor that is an
Insurer, the applicable Aggregate Excess Concentration for each such Obligor plus (b) the Medicare Excess Concentration plus (c) the Medicaid Excess Concentration plus (d) the Expected Net Value of all Unbilled
Receivables in excess of 20% of the Expected Net Value of all Receivables. 
 “Notice” means such notice letter
or form delivered by an Originator to an Obligor directing such Obligor to make payments on Receivables solely into a Collection Account. 
 “Obligations” means all obligations, liabilities and Debt of every nature of the Borrower from time to time owing to any Secured Party, under or in connection with this Agreement or any
other Facility Document, including all principal, interest, fees and Indemnified Amounts, if any, in each case whether primary, secondary, direct, indirect, contingent, fixed or otherwise and including interest accruing at the rate provided in the
applicable Facility Document on or after the commencement by or against the Borrower, the Parent or any of its other Subsidiaries thereof of any proceeding under Bankruptcy Law naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding. 

  
 21 









 “Obligor” means an Insurer, Governmental Entity or other Person, as
applicable who is responsible for the payment of all or any portion of a Receivable. 
 “Optional Prepayment”
has the meaning assigned to that term in Section 2.04(d). 
 “Originators” means each of the
Persons affiliated with the Parent and party to the Sale Agreement as an originator collectively, and “Originator” means any of them individually. 
 “Other Taxes” has the meaning assigned to that term in Section 10.10(b). 
 “Parent” means Community Health Systems, Inc., a Delaware corporation. 
 “Parent Credit Agreement” means that certain Credit Agreement, dated as of July 25, 2007, as amended and restated as of November 5, 2010, and February 2, 2012, and as
further amended by the Replacement Revolving Credit Facility and Incremental Term Loan Assumption Agreement dated as of March 6, 2012, among CHS, as borrower, the Parent, the lenders party thereto, and Credit Suisse AG, as administrative agent
and as collateral agent for the lenders, as such agreement may be further amended, modified, supplemented or restated from time to time in accordance with its terms. 
 “Participant Register” has the meaning assigned to that term in Section 10.06(e)(iv). 
 “Patient Consent Form” means a form signed by each patient for which a Receivable has been or will be created: (i) with respect to Receivables originated on or prior to June 30,
2012, that is in form and substance consistent in all material respects with those forms used by the applicable Originator in the ordinary course of its business, and (ii) with respect to Receivables originated after June 30, 2012, that is
in form and substance in compliance with Applicable Law to permit an Originator to disclose certain demographic and health information with respect to each patient to the Originator’s servicing agents and by such servicing agents and to any
other Person (including the Administrative Agent and any Collection Agent) in the manner required or otherwise contemplated under the Facility Documents. 
 “Payment Date” means the fifth Business Day of each month. 

“Payment Denial” means, as to any Receivable, any non-cash adjustment, including price adjustment, disputed amount or
other adjustment for any reason other than a credit related reason made to the Expected Net Value of such Receivable. 

“Payment Denial Rate” means, with respect to any Collection Period, the percentage equivalent of a fraction, the
numerator of which is the aggregate amount of Payment Denials occurring during such Collection Period (other than with respect to Self-Pay Receivables) and the denominator of which is the aggregate Expected Net Value of all Receivables other than
Self-Pay Receivables as of the last day of such Collection Period. 

  
 22 









 “PBGC” means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions. 
 “Performance Undertaking” means that
certain Collection Agent Performance Undertaking, dated as of the date hereof, by CHS in favor of the Administrative Agent, substantially in the form of Exhibit B, as the same may be amended, restated or otherwise modified from time to
time. 
 “Permitted Investments” means (a) securities issued or directly and fully guaranteed or insured
by the United States government or any agency or instrumentality thereof having maturities of no more than 31 days from the date of acquisition (or, if earlier, maturing no later than the next occurring end of any Fixed Period), (b) time
deposits and certificates of deposit having maturities of no more than 31 days from the date of acquisition (or, if earlier, maturing no later than the next occurring end of any Fixed Period), maintained with or issued by any commercial bank having
capital and surplus in excess of $500,000,000 and having a short-term rating of not less than P-1 or the equivalent thereof from Moody’s, A-1 or the equivalent thereof from S&P, and F1 or the equivalent thereof from Fitch,
(c) repurchase obligations for underlying securities of the types described in clauses (a) or (b) above with a term of not more than 10 days (or, if earlier, the next occurring end of any Fixed Period), and (d) commercial
paper maturing within 31 days after the date of acquisition (or, if earlier, maturing no later than the next occurring end of any Fixed Period) and having a rating of not less than P-1 or the equivalent thereof from Moody’s, A-1 or the
equivalent thereof from S&P, and F1 or the equivalent thereof from Fitch. 
 “Permitted Liens” means
(i) liens for taxes, fees, assessments and other governmental charges that are not delinquent and in respect of which adequate reserves have been established and (ii) any Lien created by or in connection with any Facility Document.

 “Person” means an individual, partnership, corporation (including a business trust), limited liability
company, joint stock company, trust, unincorporated association, joint venture, government (or any agency or political subdivision thereof) 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 with respect to which Borrower has any liability (including on behalf of any ERISA Affiliate). 
 “Pledged Receivable” means any Receivable sold or contributed, or purported to have been sold or contributed by the Transferor to the Borrower. 

“Pooled Commercial Paper” means, for each of the Conduit Lenders, the Commercial Paper notes of such Conduit Lender
subject to any particular pooling arrangement by such Conduit Lender, but excluding Commercial Paper issued by such Conduit Lender for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by such
Conduit Lender. 
 “Professional Services” has the meaning assigned to such term in the Recitals. 

  
 23 









 “Rating Agency” has the meaning assigned to such term in
Section 10.01 of this Agreement. 
 “Receivables” means all accounts (including
health-care-insurance receivables), instruments and general intangibles, whether now existing or hereafter arising, and all proceeds of any of the foregoing, in each case, consisting of rights of payment arising out of the rendition of medical,
surgical, diagnostic or other professional medical services or the sale of medical products by an Originator in the ordinary course of its business, including all third-party reimbursable portions or third-party directly payable portions of
health-care-insurance receivables or general intangibles owing (or in the case of Unbilled Receivables, to be owing) by an Obligor, including all rights to reimbursement under any agreements with and payments from Obligors, patients or other
Persons, together with all books, records, ledger cards, rights to access and use data processing records, rights to use computer software, and other property at any time used or useful in connection with, evidencing, embodying, referring to, or
relating to any of the foregoing in which the Borrower has acquired an interest pursuant to the Contribution Agreement. 

“Receivables Default Rate” means, in respect of any Collection Period, the sum of (a) the Payment Denial Rate for
such Collection Period plus (b) a fraction the numerator of which is (i) the product of (x) the aggregate Expected Net Value of all Receivables that are between 151 days and 180 days from the Last Service Date multiplied
by (y) 1 minus the Recovery Rate plus (ii) the aggregate Expected Net Value of all Receivables which, consistent with the Credit and Collection Policy, have been written off the Borrower’s or an Originator’s
books as uncollectible during such Collection Period that were less than 151 days from the Last Date of Service, and the denominator of which is the gross sales of the Originators net of Contractual Allowances and net of Self-Pay Receivables for the
fifth Collection Period preceding such Collection Period. 
 “Records” means all Contracts and other documents,
books, records and other information (including computer programs, tapes, disks, punch cards, rights to access and use data processing software and related property and rights) maintained with respect to Receivables and the related Obligors which
the Borrower has itself generated, in which the Borrower has acquired an interest pursuant to the Contribution Agreement or in which the Borrower has otherwise obtained an interest. 

“Recovery Rate” means, in respect of any Collection Period, a fraction the numerator of which is the amount collected
during such Collection Period and the two immediately preceding Collection Periods related to Receivables (other than Self-Pay Receivables) that are between 151 and 180 days from the Last Service Date and the denominator of which is the aggregate
Expected Net Value of all Receivables (other than Self-Pay Receivables) that are between 151 and 180 days from the Last Service Date in the sixth, seventh and eighth preceding Collection Periods as determined by the Administrative Agent in its sole
discretion. 
 “Register” has the meaning assigned to that term in Section 10.06(d). 

  
 24 









 “Regulatory Change” means, relative to any Affected Party: 

(A) the adoption, change, implementation, change in the phase-in or commencement of effectiveness after the date hereof
of: (i) United States Federal or state law or foreign law applicable to such Affected Party, (ii) regulation (including any applicable law, rule or regulation regarding capital adequacy), interpretation, rule, directive, requirement or
request (whether or not having the force of law) applicable to such Affected Party of (1) any court or government authority charged with the interpretation or administration of any law referred to in clause (A)(i), or (2) any rating
agency, fiscal, monetary or other authority having jurisdiction over such Affected Party, or (iii) GAAP, regulatory accounting principles or any other United States or foreign accounting standards (or the issuance of any pronouncement,
interpretation or release thereunder) by any accounting body or any other body charged with the promulgation or administration of accounting standards, including the Financial Accounting Standards Board, the International Accounting Standards Board,
the American Institute of Certified Public Accountants, the Federal Reserve Board of Governors and the Securities and Exchange Commission, applicable to such Affected Party and affecting the application to such Affected Party of any law, regulation,
interpretation, directive, requirement or request referred to in clause (A)(i) or (A)(ii) above; 
 (B) any
change after the date hereof in the application to such Affected Party of any existing law, regulation, interpretation, directive, requirement, request or accounting principles referred to in clause (A)(i), (A)(ii) or (A)(iii) above or any
change in the interpretation, application or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or
not having the force of law) of any such authority, central bank or comparable agency; 
 (C) the issuance,
publication or release after the date hereof of any regulation, interpretation, directive, requirement or request of a type described in clause (A)(ii) above to the effect that the obligations of any Liquidity Provider under the related
Liquidity Agreement are not entitled to be included in the zero percent category of off-balance sheet assets for purposes of any risk-weighted capital guidelines applicable to such Liquidity Provider or any related Affected Party; 

(D) the compliance, whether commenced prior to or after the date hereof, by any Affected Party with the requirements of
(i) the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper
Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009, or any rules, regulations, guidance, interpretations or directives promulgated or issued in connection therewith by such agency
(whether or not having force of law), (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act adopted by Congress on July 21, 2010, or any existing or future rules, regulations, guidance, interpretations or directives from the
United States bank regulatory agencies relating thereto (whether or not having the force of law) or (iii) all requests, rules, guidelines or directives promulgated by the Bank for 

  
 25 









 
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to
Basel III, regardless of the date enacted, adopted or issued, in each case pursuant to this clause (D), regardless of the date enacted, adopted or issued; or 
 (E) the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of a Conduit Lender that are the subject of this Agreement, a Liquidity
Agreement or any other Facility Document with all or any portion of the assets and liabilities of a Committed Lender, a Managing Agent or the Administrative Agent or any of their affiliates as a result of the existence of, or the occurrence of any
change in, the accounting principles (or the interpretation thereof) referred to in clause (A)(iii) above. 
 “Related
Security” means with respect to any Receivable: 
 (a) all of the Borrower’s interest in the
merchandise (including returned, repossessed or foreclosed merchandise), if any, relating to the sale which gave rise to such Receivable; 
 (b) all other Liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; 

(c) the assignment to the Administrative Agent, for the benefit of the Secured Parties, of all UCC financing statements or
similar documents covering any collateral securing payment of such Receivable; 
 (d) all guarantees,
indemnities, warranties, letters of credit, insurance policies and proceeds and premium refunds thereof and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant
to the Contract related to such Receivable or otherwise; 
 (e) all Records; and 

(f) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all
payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, securities accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. 
 “Removal” has the meaning set forth in the Sale Agreement. 

  
 26 









 “Responsible Officer” means, with respect to any Person, its president,
company controller, vice president, treasurer or chief financial officer designated by resolution of such Person as being authorized to deliver notices, reports and certificates under this Agreement. 

“Revolving Period” means, the period beginning on the Closing Date when all conditions precedent to an initial Advance
have been satisfied and ending on the day preceding the Termination Date. 
 “Revolving Principal Balance”
means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Advances at such time. 
 “Sale Agreement” means that certain Receivables Sale Agreement dated as of the date hereof, among the Originators, the Buyer and the Collection Agent, together with all instruments,
documents and agreements executed by any of the Originators in connection therewith, in each case, as the same may from time to time be amended, restated, supplemented or otherwise modified in accordance with the terms thereof and hereof.

 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., and any successor thereto. 
 “Scheduled Termination Date” means March 21, 2014, as such date may be
extended thereafter in accordance with Section 2.03(a). 
 “Scotia” has the meaning assigned to
that term in the Recitals. 
 “Secured Party” means, collectively, the Lenders, the Managing Agents, the
Administrative Agent, and the Liquidity Providers. 
 “Self-Pay Receivable” means a Receivable, the Obligor
with respect to which is a Person other than an Insurer or Governmental Entity, that would otherwise meet all of the criteria of an Eligible Receivable. 
 “Self-Pay Receivables Balance” means, at any time, an amount equal to the least of (a) the product of (i) the aggregate Expected Net Value of all Self-Pay Receivables that are
not Delinquent Receivables or Defaulted Receivables multiplied by (ii) the Self-Pay Recovery Rate multiplied by (iii) 50%, (b) $25,000,000 and (c) the product of (i) 6.67% multiplied by (ii) the
Borrowing Base calculated without giving effect to clause (b) thereof. 
 “Self-Pay Recovery Rate” means,
in respect of any Collection Period, a fraction the numerator of which is the aggregate amount of Collections related solely to Self-Pay Receivables during the 12 consecutive Collection Periods ending one year prior to such Collection Period and the
denominator of which is the aggregate gross amount of all Self-Pay Receivables on the date of creation thereof which are acquired by the Borrower during the 12 consecutive Collection Periods ending one year prior to such Collection Period.

 “Servicer Termination Event” means the occurrence of any of the following: 

(a) any Event of Default; 

  
 27 









 (b) any withdrawal by the Collection Agent from a Collection Account or the
Concentration Account in contravention of or otherwise not in accordance with the terms of this Agreement or any other Facility Document; 
 (c) any failure on the part of the Collection Agent duly to comply in any material respect with any of its duties, covenants or obligations hereunder or under any Facility Document or as “Collection
Agent” under the Sale Agreement or Contribution Agreement, or under any Contract, any Applicable Law with respect to any Receivable, or under the standards, duties and obligations set forth in the Credit and Collection Policy, in each case, as
determined by the Administrative Agent in the exercise of its reasonable commercial judgment, which failure shall continue uncured or unwaived for a period of 10 days (if such failure can be remedied) after the earlier to occur of (x) the date
on which written notice of such failure shall have been given to the Collection Agent by the Administrative Agent or the Borrower and (y) the date on which a Responsible Officer of the Collection Agent acquires knowledge thereof; 

(d) the Collection Agent agrees to or otherwise permits to occur any material change in the Credit and Collection Policy
that is not in compliance with Section 6.02(c); 
 (e) Professional Services assigns its rights or
obligations as “Collection Agent” hereunder to any Person without the consent of the Administrative Agent and the approval of each Managing Agent (as required by Section 6.01); 

(f) any financial or other information reasonably requested by the Administrative Agent or any Managing Agent is not
provided as requested within a reasonable amount of time following such request; or 
 (g) any representation or
warranty made or deemed made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document shall have been false, incorrect or misleading in any material respect when made or deemed made.

 “Servicing Fee” has the meaning set forth in the Sale Agreement. 

“Servicing Fee Reserve” means, at any time, an amount equal to the sum of (a) all accrued and unpaid Servicing Fee
plus (b) the product of (i) the Servicing Fee Reserve Ratio and (ii) the aggregate Expected Net Value of all Receivables at such time including of Self-Pay Receivables. 

“Servicing Fee Reserve Ratio” means the product of (i) 1.0% multiplied by (ii) the Stress Factor
multiplied by (iii) the DSO divided by 360. 
 “Specified Event” means the Events of Default
listed in clause (h) or (i) of Section 7.01. 
 “Specified Notice” means a notice by the
Administrative Agent to the Borrower of the occurrence of a Specified Event pursuant to Section 7.01. 

  
 28 









 “Specified Originators” means the Originators listed on Schedule VI,
which Schedule also sets forth the percentage ownership of the issued and outstanding equity interests of each such Originator that is held by CHS and its subsidiaries as of the date hereof. 

“Stress Factor” means, (i) for purposes of calculating the Medicare/Medicaid Cost Report Liability Reserve, 1.50,
(ii) for purposes of calculating the Loss Reserve, 2.50, and (iii) for purposes of calculating the Yield Reserve and the Servicing Fee Reserve, 7.50. 
 “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the
management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. 
 “Taxes” has the meaning assigned to that term in Section 2.12(a). 
 “Termination Date” means the earliest of (a) the date of termination of the Facility Limit pursuant to Section 2.04, (b) the date of the declaration or automatic
occurrence of the Termination Date pursuant to Section 7.01, and (c) the Scheduled Termination Date. 

“Termination Declaration Notice” has the meaning assigned to that term in Section 7.01. 

“Total Reserves” means, at any time, an amount equal to the sum of (a) the Loss Reserve plus (b) the
Yield Reserve plus (b) the Servicing Fee Reserve plus (d) the product of (i) the Medicare/Medicaid Cost Report Liability Reserve multiplied by (ii) the Stress Factor. 

“Tranche” has the meaning assigned to that term in Section 2.05(a). 

“Transferor” means CHS in its capacity as the Transferor under the Contribution Agreement. 

“TRICARE/CHAMPUS” means the Civilian Health and Medical Program of the Uniformed Service, a program of medical benefits
covering former and active members of the uniformed services and certain of their dependents, financed and administered by the United States Departments of Defense, Health and Human Services and Transportation and established pursuant to 10 USC
§§ 1071-1106, and all regulations promulgated thereunder including (1) all federal statutes (whether set forth in 10 USC §§ 1071-1106 or elsewhere) affecting TRICARE/CHAMPUS, and (2) all rules, regulations (including 32
CFR 199), manuals, orders and administrative, reimbursement, and other guidelines of all Governmental Entities (including the Department of Health and Human Services, the Department of Defense, the Department of Transportation, the Assistant
Secretary of Defense (Health Affairs), and the Office of TRICARE/CHAMPUS, or any Person or entity succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing (whether or not having the
force of law) in each case as may be amended, supplemented or otherwise modified from time to time. 

  
 29 









 “Trigger Event” means the occurrence of (i) a Default or an Event of
Default, (ii) a Servicer Termination Event or any event or circumstance that but for notice or lapse of time or both would constitute a Servicer Termination Event, or (iii) the date three Business Days following an ENV Event. 

“UCC” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction. 

“U.S. Dollars” or “US $” means the lawful currency of the United States of America. 

“Unbilled Receivable” means a Receivable in respect of which the goods have been shipped, or the services rendered, to
the relevant customer or patient, rights to payment thereon have accrued, but the invoice has not been rendered to the applicable Obligor. 
 “United States” or “U.S.” means the United States of America. 
 “Unused Fee” means the fee payable by the Borrower and identified as the “Unused Fee” in the Fee Letter. 

“Used Fee” means the fee payable by the Borrower and identified as the “Used Fee” in the Fee Letter.

 “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. 

“Yield Reserve” means, at any time, an amount equal to the sum of (a) all accrued and unpaid Interest plus
(b) the product of (i) the Yield Reserve Ratio multiplied by (ii) the lesser of (x) the Borrowing Base and (y) the Facility Limit. 
 “Yield Reserve Ratio” means the product of (i) the Base Rate multiplied by (ii) the Stress Factor multiplied by (iii) the DSO divided by 360.

 SECTION 1.02. Other Terms. All terms used in Article 9 of the UCC in the State of New York, and not specifically
defined herein are used herein as defined in such Article 9. The words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole, including the exhibits and schedules
hereto, as the same may from time to time be amended or supplemented and not to any particular section, subsection, or clause contained in this Agreement, and all references to Sections, Exhibits and Schedules shall mean, unless the
context clearly indicates otherwise, the Sections hereof and the Exhibits and Schedules attached hereto, the terms of which Exhibits and Schedules are hereby incorporated into this Agreement. Whenever appropriate, in the
context, terms used herein in the singular also include the plural, and vice versa. The words “including”, “included” and words of similar impact are not limiting. 

SECTION 1.03. Accounting Terms and Principles. All accounting terms not specifically defined herein shall be construed in
accordance with GAAP, and all accounting 

  
 30 









 
determinations required to be made pursuant hereto and all financial statements prepared hereunder shall, unless expressly otherwise provided herein, be made in accordance with GAAP. If there
occurs after the date hereof any change in GAAP that affects in any respect the calculation of any financial ratio or covenant, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith any amendment required in the
Facility Documents with the intent of having the respective positions of the Administrative Agent, the Lenders and the Borrower after such change conform as nearly as possible to their respective positions as of the date of this Agreement and, until
any such amendments have been agreed upon, all calculations shall be made as if no change in GAAP has occurred. 
 SECTION 1.04.
Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words
“to” and “until” each mean “to but excluding.” 
 SECTION 1.05. Computation of Ratios. To
the extent that any ratio, percentage or other amount hereunder is computed as a rolling average on the basis of data and computations for the current month or Collection Period and a specified number of prior months or Collection Periods, and such
prior months or Collection Periods include one or more months or Collection Periods ending prior to the Closing Date, the relevant ratio, percentage or other amount shall be computed assuming that each such month or Collection Period preceding the
Closing Date in fact fell after the Closing Date. 
 ARTICLE II 

THE LOAN FACILITY. 
 SECTION 2.01. Advances; Interest. 
 (a) On the terms and conditions
hereinafter set forth, the Borrower may, by delivery of a Funding Request to the Administrative Agent and each Managing Agent, from time to time on any Business Day during the Revolving Period, at its option, request that the Lenders make advances
(each, an “Advance”) to the Borrower in an amount which, at any time, shall not exceed the Availability in effect on the related Funding Date. Upon receipt of such Funding Request, each Managing Agent shall promptly forward such
request to its related Lenders. All Advances will be made in U.S. Dollars. The Borrower shall pay Interest with respect to each Advance or portion thereof for each day from and including the date such Advance is made to and excluding the date it is
repaid in full in cash hereunder. 
 (b) Each Funding Request shall: (i) specify the aggregate amount of the requested
Advance, which shall be in an amount equal to at least $1,000,000 with increments of $50,000 thereafter, (ii) specify the outstanding amount of Advances under this Agreement, and (iii) contain representations and warranties that all
conditions precedent for a funding have been met, including a representation by the Borrower that the requested Advance shall not, on the Funding Date thereof, exceed the Availability on such day. 

(c) Such Funding Request shall be delivered not later than 12:00 noon (New York City time) on the date which is one Business Day prior to
the Business Day on which such Advance is requested to be made (each, a “Funding Date”) (or such lesser amount of time as may be approved by each Lender, in its respective sole discretion). 

  
 31 









 (d) A Funding Request shall be irrevocable when delivered. 

(e) The applicable portion of the Advance (i) may be made by the related Conduit Lender, in its sole discretion or (ii) if the
related Conduit Lender does not fund, shall be made by the related Committed Lender, in each case, ratably by the Lenders members of each Lender Group in accordance with their Lender Group Percentage. Notwithstanding anything contained in this
Section 2.01 or elsewhere in this Agreement to the contrary, no Lender shall be obligated to make any Advance in an amount that would result in the aggregate Advances then funded by the related Lender Group exceeding such Lender
Group’s Lender Group Limit then in effect. 
 (f) The obligation of the Lenders members of each Lender Group to remit such
Lender Group’s Lender Group Percentage of any such Advance shall be several from that of each other Lender Group, and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its
obligation hereunder. 
 (g) On the Funding Date following the satisfaction of the applicable conditions set forth in this
Section 2.01 and Article III, the Lenders shall make available to their related Managing Agent, for deposit to the account of the Borrower or its designee in same day funds, at the account specified in the Funding Request, an
amount equal to such Lender’s ratable share of the Advance then being made. Each Lender shall use commercially reasonable efforts to initiate each wire transfer of an Advance to the Borrower no later than 12:00 noon (New York City time) on the
applicable Funding Date. Each Lender agrees that either (i) no portion of any Advance shall be funded or held with “plan assets” of any “benefit plan investor” within the meaning of Section 3(42) of ERISA or
(ii) the funding and holding of any portion of any Advance shall not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. 

SECTION 2.02. Security for Obligations. 
 (a) As security for the payment in full and performance of all Obligations, the Borrower hereby pledges, grants a security interest in, and collaterally assigns to the Administrative Agent, for the
benefit of the Lenders and the other Secured Parties, all of its right and title to and interest in all of its property of any kind and nature, whether now owned or existing or hereafter arising or acquired and wheresoever located, including the
following property and interests in property (collectively, the “Collateral”): 
 (i) all
Receivables of the Borrower; 
 (ii) all Related Security relating to such Receivables; 

(iii) all Collections with respect to, and other proceeds of, all such Receivables; 

  
 32 









 (iv) all of the Borrower’s rights, remedies, powers, privileges and
claims (as an initial assignee under the Assignment of Agreements) under or with respect to the Contribution Agreement (whether arising pursuant to the terms of the Contribution Agreement or otherwise available to the Borrower at law or in equity),
including the rights of the Borrower to enforce the Contribution Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Contribution Agreement, each UCC
financing statement filed by the Borrower against the Transferor under or in connection with the Contribution Agreement, and each UCC financing statement filed by the Transferor against the applicable Originators under or in connection with the Sale
Agreement; 
 (v) all of the Borrower’s rights, remedies, powers, privileges and claims under or with
respect to the Sale Agreement (whether arising pursuant to the terms of the Sale Agreement or otherwise available to the Borrower by assignment at law or in equity), including the rights of the Borrower to enforce the Sale Agreement and to give or
withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Sale Agreement and each UCC financing statement filed by the Borrower against the applicable Originator under or in
connection with the Sale Agreement; 
 (vi) all of the Borrower’s rights, remedies, powers, privileges and
claims under or with respect to the Performance Undertaking (whether arising pursuant to the terms of the Performance Undertaking or otherwise available to the Borrower at law or in equity), including the rights of the Borrower to enforce the
Performance Undertaking and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Performance Undertaking; 

(vii) to the maximum extent permitted by Applicable Law, all of the Borrower’s rights, remedies, powers, privileges
and claims under or with respect to the Concentration Account and each Collection Account and Lock-Box in which it has an interest (whether arising pursuant to the terms of the agreements relating to such account or lock-box or otherwise available
to the Borrower at law or in equity) including the rights of the Borrower to enforce its rights in and to the Concentration Account, the Collection Accounts and the Lock-Boxes and to give or withhold any and all consents, requests, notices,
directions, approvals, extensions or waivers with respect to the Concentration Account, any Collection Account or any Lock-Box, and all funds, financial assets and other property from time to time on deposit in or credited to the Concentration
Account, each Collection Account and each Lock-Box, and in all investments and proceeds thereof; 
 (viii) all
deposit accounts, securities accounts, investment property, accounts, chattel paper, documents, goods, general intangibles, payment intangibles, instruments, letter-of-credit rights, inventory, contract rights, equipment, money, cash and cash
equivalents, and all other personal property of whatever kind or nature whatsoever; 

  
 33 









 (ix) all books, records, and other property related to or referring to any
of the foregoing, including books, records, account ledgers, data processing records, computer software, and other property and general intangibles at any time evidencing or relating to any of the foregoing; and 

(x) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all
payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, securities accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. 
 (b) The Borrower agrees that from time to time, at its expense, it will, and will direct the Collection Agent, the Transferor pursuant to the Contribution Agreement and the applicable Originator pursuant
to the Sale Agreement to promptly execute and deliver all further instruments and documents, and take all further action that the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the interest in the
Collateral acquired by the Administrative Agent, for the benefit of the Lenders and the other Secured Parties hereunder, or to enable the Administrative Agent to exercise or enforce any of its rights hereunder. Without limiting the generality of the
foregoing, the Borrower will upon the request of the Administrative Agent, and will direct the Collection Agent, the Transferor and the applicable Originator to: (i) execute and file such financing or continuation statements, or amendments
thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as the Administrative Agent may reasonably request, and (ii) mark its master data processing records evidencing such Receivables and
related Contracts and other Related Security in a manner reasonably acceptable to the Administrative Agent, that evidences that the Administrative Agent, on behalf of the Lenders and the other Secured Parties shall have acquired a security interest
therein as provided in this Agreement. The Administrative Agent agrees that marking each financial class of Receivables that does not fall under the definition of “Ineligible Receivable” shall be acceptable. 

(c) The Borrower hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments
thereto and assignments thereof, relative to all or any of the Collateral now existing or hereafter arising without the signature of the Borrower where permitted by law, including any financing statement describing the Collateral as “all
assets” of the Borrower. The parties intend this Agreement to be a “security agreement” within the meaning of the UCC. 
 (d) Subject to Applicable Law, the Borrower shall, upon the request of the Administrative Agent, at any time from and after an Event of Default and at the Borrower’s expense, notify the Obligors of
Receivables, or any of them, or other obligors under any of the Collateral, of the Administrative Agent’s interest in the Receivables and other Collateral, as applicable. 

  
 34 









 (e) If the Borrower fails to perform any of its agreements or obligations under this
Section 2.02, the Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Administrative Agent incurred in connection therewith shall be
payable by the Borrower upon the Administrative Agent’s demand therefor in accordance with Section 2.07 or 2.08, as applicable. 
 SECTION 2.03. Extension of the Facility. 
 (a) The Borrower may, within 120
days, but no later than 60 days, prior to each one-year anniversary of the Closing Date, by written notice to the Administrative Agent, make written requests for the Lenders to extend the then-current Scheduled Termination Date for an additional 364
days. The Administrative Agent shall provide notice of such request promptly to each Managing Agent. 
 (b) Each Managing Agent
shall give prompt notice to each of the Lenders in its related Lender Group of its receipt of such request for extension of the Scheduled Termination Date. Each Lender shall make a determination, in its sole discretion and after a full review as to
whether or not it will agree to extend the Scheduled Termination Date; provided, however, that each Lender’s determination shall be made no later than 60 days after the date of the Borrower’s notice to the Administrative Agent of
such request for extension; provided further that the failure of any Lender to make a timely response to the Borrower’s request for extension of the Scheduled Termination Date shall be deemed to constitute a refusal by such Lender to
extend the Scheduled Termination Date. 
 (c) In the event that any of the existing Lenders agree to extend the Scheduled
Termination Date, or to assign their Commitment prior to the Scheduled Termination Date to a Lender agreeing to extend the Scheduled Termination Date, the Borrower, the Collection Agent, the Administrative Agent and such extending Lenders shall
enter into such documents as the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Lenders and the Administrative Agent (including reasonable
attorneys’ and auditors’ fees) shall be paid by the Borrower. 
 SECTION 2.04. Optional Reduction in Facility
Limit; Optional Prepayments and Mandatory Prepayments. 
 (a) On any Payment Date, the Borrower shall be entitled at its
option, to reduce the Facility Limit in whole or in part; provided that (i) the Borrower shall give written notice of such reduction to the Administrative Agent and each Managing Agent at least three Business Days prior to the date of
such reduction, (ii) no Borrowing Base Deficiency shall exist as a result of such reduction, (iii) any partial reduction of the Facility Limit shall be in an amount equal to $25,000,000 with integral multiples of $5,000,000 above such
amount, and (iv) the Facility Limit shall not be reduced below $100,000,000 unless such reduction is in connection with the termination of all Commitments and the prepayment in full of all Obligations (other than Obligations that are contingent
as to liability). 

  
 35 









 (b) The Lenders hereby agree that any reduction in the Facility Limit shall reduce the
Commitment of each Lender ratably in proportion to any such reduction in the Facility Limit; provided that, if there is a Defaulting Lender at the time of such reduction, the Borrower may at its option direct that such reduction be applied
first to reduce the Commitment of the Defaulting Lender to (but not below) the Revolving Loan Balance owing such Defaulting Lender and then applied to reduce the Commitments of the remaining Lenders ratably. 

(c) Any request for a reduction or termination pursuant to this Section 2.04 shall be irrevocable. 

(d) From time to time during the Revolving Period, the Borrower may prepay (an “Optional Prepayment”) any portion or all
of the Advances by the Borrower delivering written notice (each such notice, a “Borrower Notice”) to the Administrative Agent and each Managing Agent at least one Business Day prior to the date of such Optional Prepayment (or, in
each case, such later time as the applicable Lenders, in their respective sole discretion, may agree), specifying the date and amount of the Optional Prepayment. 
 (e) If the Borrower Notice relating to any Optional Prepayment is given, the amount specified in the Borrower Notice shall be due and payable on the date specified therein. Payments of Interest accrued to
the applicable payment date on the amount prepaid and any CP Breakage shall be made on the next Payment Date following such repayment. Any partial Optional Prepayment by the Borrower of Advances hereunder, other than with respect to Mandatory
Prepayments, shall be in a minimum amount of $1,000,000 with integral multiples of $100,000 above such amount. Any amount so prepaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. A Borrower Notice
relating to any such Optional Prepayment shall be irrevocable two Business Days prior to the date of prepayment specified therein. 
 (f) The aggregate outstanding Advances and all other Obligations shall be repaid in accordance with Section 2.07, and shall be due and payable in full on the Termination Date. 

SECTION 2.05. Selection of Fixed Periods. 
 (a) All Advances shall, for purposes of calculating Interest, be allocated to one or more “Fixed Periods” as set forth in the definition of such term, and each such portion allocated to a
particular Fixed Period is referred to herein as a “Tranche” (each, a “Tranche”). 
 (b) Each Tranche
shall reflect the funding sources for the outstanding principal balance of Advances associated therewith so that (i) there may be one or more Tranches, selected by the applicable Managing Agent, reflecting the portion of the outstanding
principal balance of Advances funded by a funding made by a liquidity or credit support provider to the Lender and (ii) there may be one or more Tranches allocated to the portion of the outstanding principal balance of Advances funded by the
Commercial Paper of a Conduit Lender. For avoidance of doubt, amounts outstanding in any Tranche may be combined with other Tranches from time to time in the discretion of the Managing Agent to reflect the applicable funding sources for such
Tranches as described above. 

  
 36 









 SECTION 2.06. Fees, Interest, Payments and Computations, Etc. 

(a) On the Closing Date, the Borrower shall pay to the Administrative Agent for its own benefit and the benefit of each Managing Agent
and each Lender, as applicable, the fees set forth in the Fee Letter that are due and payable on such date, including the upfront fee and reimbursement for all reasonable out-of-pocket costs and expenses, including any legal fees and disbursements
to the extent incurred, relating to the negotiation, preparation and closing of this Agreement and the other Facility Documents. 
 (b) On each Payment Date, the Borrower shall pay to the Administrative Agent, for its own benefit and the benefit of each Managing Agent, for its benefit and the benefit of each related Lender, as
applicable, certain fees with respect to the immediately preceding month in the amounts and on the dates set forth in the Fee Letter (subject to adjustment for a Defaulting Lender as provided in Section 2.15). 

(c) On each Payment Date, the Borrower shall pay accrued and unpaid Interest for the immediately preceding month to the Administrative
Agent, for the benefit of each Managing Agent, for its benefit and the benefit of each related Lender, as applicable. 
 (d) On
each Payment Date, the Collection Agent shall be entitled to receive the Servicing Fee. The Servicing Fee shall be payable only from Collections pursuant to, and subject to the priority of payment set forth in, Sections 2.07 and
2.08 or, prior to the occurrence of an Event of Default, pursuant to a capital contribution to the Borrower from CHS made in its sole discretion. 
 (e) If any Advance requested by the Borrower hereunder, or any selection of a subsequent Fixed Period for any Revolving Principal Balance requested by the Borrower and approved by the applicable Managing
Agent pursuant to Section 2.05 is not for any reason, other than the act or omission of a Lender, a Managing Agent or the Administrative Agent (or their agents or employees) contrary to this Agreement, made or effectuated, as the case
may be, on the date specified therefor, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender, including any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of
such funds in the manner determined by such Lender), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Advance, as the case may be, during such Fixed
Period. Such loss, cost or expense shall be computed on a net basis (any indemnification payments under this Section 2.06(e) shall be without duplication to other amounts payable under Sections 2.04(e) or 2.06(f) hereof).

 (f) Without duplication of any payments otherwise required hereunder, the Borrower shall pay to the applicable Managing
Agent, within two Business Days after such Managing Agent’s written demand therefor for the benefit of the related Lenders, any CP Breakage payable hereunder. 
 SECTION 2.07. Payment and Collection Procedures Generally. 
 (a) To the
extent not so previously instructed, the Collection Agent or the Borrower will, or will cause each Originator to prepare, execute and deliver to each Obligor (or, 

  
 37 









 
in the case of a Governmental Entity, its fiscal intermediary) who is proposed to be a payor of Receivables, with copies to the Administrative Agent, a Notice, which notice shall, among other
things, instruct all Obligors to pay all Collections directly to a Lock-Box or Collection Account. 
 (b) The Collection Agent
shall, or shall direct the Borrower to, take all actions necessary and appropriate to ensure that (i) on each Business Day (whether or not the Termination Date has occurred) (x) all Collections received in the Lock-Boxes are deposited into
a Collection Account and (y) all Collections received in or deposited into the Collection Accounts are transferred in same day funds to the Concentration Account and (ii) all Collections not received in a Lock-Box or a Collection Account
are deposited into or transferred to the Concentration Account no later than two Business Days from receipt by the Collection Agent, the Borrower, the Transferor or an Originator, as the case may be. The Collection Agent or the Borrower shall
promptly take, or direct the applicable Originator to take, all such actions as are reasonably necessary in the Collection Agent’s or the Borrower’s discretion or reasonably requested by the Administrative Agent to ensure that future
payments from any Obligor be made to a Collection Account or Lock-Box. 
 (c) So long as no Trigger Event exists or would result
from such proposed withdrawal, the Collection Agent may withdraw from the Concentration Account and distribute to the Borrower amounts deposited in the Concentration Account up to an amount such that the amount remaining in the Concentration Account
at least equals the Interest, Used Fee, Unused Fee and Servicing Fee accrued through such date of withdrawal (which amount shall remain in the Concentration Account until the immediately following Payment Date). 

(d) On the Business Day immediately preceding each Payment Date to occur prior to the Termination Date, the Collection Agent shall
deposit (to the extent not previously deposited in accordance with clause (c) above) to the Concentration Account the amounts in respect of Interest, Used Fee, Unused Fee and Servicing Fee accrued for the prior month and set aside as
described in clause (c) above. Following deposit of such funds, the Collection Agent shall distribute the funds as directed by the Administrative Agent, first, to the Managing Agents, for the benefit of the related Lenders, in
full payment of the accrued and unpaid Interest for such month, second, to the Managing Agents, for the benefit of the related Lenders and to the Administrative Agent, in full payment of the accrued and unpaid fees due to such Persons
hereunder or under any other Facility Document for such month, third, to the Collection Agent, in full payment of any accrued and unpaid Servicing Fee payable to the Collection Agent with respect to such month, and fourth, to the
Administrative Agent or the Managing Agents, for the benefit of the related Lenders or other Indemnified Persons, in full payment of all other unpaid Obligations accrued for such month. 

(e) Notwithstanding anything to the contrary contained in this Section 2.07 or any other provision in this Agreement, if on
any Business Day prior to the Termination Date a Borrowing Base Deficiency exists, then, and in any event prior to any distribution to the Transferor or any Originator or other Affiliate under clause (c) above, in each case, the Borrower shall
remit to the Administrative Agent, for the benefit of the Lenders, no later than the close of business of the Administrative Agent on the second succeeding Business Day, a payment (each such payment, a “Mandatory Prepayment”) (to be
applied ratably among the Lenders by the Administrative Agent to outstanding Revolving Principal Balance allocated to Fixed Periods 

  
 38 









 
selected by the Administrative Agent, in its sole discretion) in such amount as may be necessary to reduce the outstanding Revolving Principal Balance so that a Borrowing Base Deficiency no
longer exists. Amounts other than principal owed in connection with such Mandatory Prepayment, including, (i) all Interest accrued and unpaid on the amount repaid to (but excluding) the date of such repayment and (ii) any and all CP
Breakage owed with respect to such repayment, shall be made on the next Payment Date following such repayment. 
 (f) All
payments to be made by the Borrower or the Collection Agent under this Agreement shall be made free and clear of any counterclaim, set-off, deduction or other defense, which such Person may have against any Lender, any Managing Agent, the
Administrative Agent or against each other. 
 SECTION 2.08. Trigger Event and Termination Date Payment Procedures.

 (a) On each Business Day after the occurrence of a Trigger Event and delivery by the Administrative Agent of a notice in
substantially the form attached to the Control Agreement transferring exclusive control of the Concentration Account to the Administrative Agent, funds shall be withdrawn from the Concentration Account solely by, or at the direction of, the
Administrative Agent to be applied by the Administrative Agent in the order of priority set forth in Section 2.07(d). 
 (b) On the Termination Date and on each Business Day thereafter, the amounts set aside in the Concentration Account in accordance with Section 2.07 above shall be withdrawn from the
Concentration Account, solely by, or at the direction of, the Administrative Agent, to be applied by the Administrative Agent in the following order of priority: 

(i) (A) First, to pay to the Collection Agent any accrued and unpaid Servicing Fee (if the Collection Agent is a Person
other than the Transferor, an Originator or an Affiliate thereof) which is then due and payable, and (B) second, to be retained in the Concentration Account to the extent of any daily accrued and unpaid amounts of such Servicing Fee which are
not then due and payable, until the next relevant payment date therefor, and not to be applied to any of the following items; 
 (ii) To pay, ratably among the Lenders, accrued and unpaid Interest which is then due and payable; 
 (iii) To pay, ratably among the Lenders, accrued and unpaid Used Fee and Unused Fee which is then due and payable; 
 (iv) To pay, ratably among the Lenders, all Revolving Principal Balance then outstanding; 
 (v) To pay, ratably among the Lenders, the Secured Parties and any other Indemnified Parties entitled thereto, the portion of any other accrued and unpaid Obligations which have not been paid pursuant to
clauses (i) through (iv) above and which are then due and payable by the Borrower to any of them under this Agreement; and 

  
 39 









 (vi) (A) First, to pay to the Collection Agent any accrued and unpaid
Servicing Fee (if the Collection Agent is the Transferor, an Originator or an Affiliate of any thereof) which is then due and payable, and (B) second, to be retained in the Concentration Account to the extent of any accrued and unpaid amounts
of such Servicing Fee which are not then due and payable, until the next relevant payment date therefor. 
 Following the Collection Date, the
Collection Agent or the Administrative Agent, as the case may be, shall pay to the Borrower any remaining Collections in the Concentration Account. 
 SECTION 2.09. Updated Borrowing Base. 
 (a) If on any day a Receivable in
the Borrowing Base no longer qualifies as an Eligible Receivable because (i) the Expected Net Value of any Receivable is either (x) reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed
merchandise, any defective or rejected services, any failure to provide services, any discount, rebate or any other adjustment made or performed by the Borrower or any other Person or (y) reduced or canceled as a result of a setoff in respect
of any claim by the Obligor thereof against an Originator or an Affiliate of an Originator, (ii) any of the representations or warranties in Section 4.01(h) is no longer true with respect to such Receivable or the Borrower or the
Collection Agent discovers or is notified that such Receivable was not an Eligible Receivable on the day it was included in the Borrowing Base or (iii) for any other reason pursuant to the terms hereunder, the Borrower or the Collection Agent
shall recalculate the Borrowing Base as of such day after giving effect to the removal of such Receivable or Receivables from the Borrowing Base calculation; provided, that the Collection Agent and the Borrower shall deliver an updated report
with respect to the information in the Monthly Report only to the extent that such reduction, adjustment, cancellation or disqualification would result in a Borrowing Base Deficiency. 

(b) Promptly after the occurrence of an ENV Event, the Borrower shall deliver to the Administrative Agent a Monthly Report updated as of
such day, including a calculation of the Borrowing Base after giving effect to an adjustment to the Contractual Allowances, in an amount approved by the Administrative Agent and the Managing Agents, to reflect such collection experiences.

 (c) If a Borrowing Base Deficiency exists with respect to the revised Borrowing Base delivered pursuant to clause (a)
or (b), then the Borrower shall make a Mandatory Prepayment in accordance with Section 2.07(e). 
 SECTION
2.10. Late Payments, Payments on other than Business Day. 
 (a) The payment or deposit of all amounts to be paid or
deposited by the Borrower or the Collection Agent hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 P.M. (New York City time) on the day when due in lawful money of the United Stated in immediately
available funds. The Borrower shall, to the extent permitted by law, pay to the Administrative Agent interest on all amounts not paid or deposited when due hereunder (whether owing by the Borrower or by the Collection Agent) at 2.0% per


  
 40 









 
annum above the Base Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest
shall be retained by the Administrative Agent except to the extent that such failure to make a timely payment or deposit has continued beyond the date for distribution by the Administrative Agent of such overdue amount to the applicable Managing
Agents, on behalf of the related Lenders, in which case such interest accruing after such date shall be for the account of, and distributed by the Administrative Agent to such Managing Agents. All computations of interest and all computations of
Interest (other than for Interest calculated in respect of the Base Rate, which shall be computed on the basis of a year of 365/366 days), Servicing Fee, Used Fee, Unused Fee, CP Breakage and other fees hereunder shall be made on the basis of a year
of 360 days for the actual number of days (including the first but excluding the last day) elapsed. 
 (b) Whenever any payment
hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of Interest, interest or
any fee payable hereunder, as the case may be; provided, however, that, if such extension would cause payment of Interest, or Revolving Principal Balance on which Interest accrues at the Adjusted Eurodollar Rate, to be made in the next
following month, such payment shall be made on the next preceding Business Day. 
 SECTION 2.11. Increased Costs; Capital
Adequacy; Illegality. 
 (a) If either (i) the introduction of or any Regulatory Change (including any change by way of
imposition or increase of reserve requirements) in any law, regulation, treaty or official directive, or in the interpretation or application thereof by any central bank or other governmental agency or authority charged with the administration
thereof (whether or not having the force of law), or (ii) the compliance by the Administrative Agent any Secured Party or any affiliate of either thereof (each of which, an “Affected Party”) with any guideline or request from
any central bank or other governmental agency or authority (whether or not having the force of law), (A) shall impose, modify or deem applicable any reserve requirement (including any reserve requirement imposed by the Board of Governors of the
Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Affected
Party or (B) shall impose any other condition affecting the Collateral or any Lender’s rights or obligations hereunder, the result of which is to increase the cost to any Affected Party or to reduce the amount of any sum received or
receivable by an Affected Party under this Agreement, then within 10 days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such
Affected Party such additional amount or amounts as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. 
 (b) If either (i) the introduction of or any change (including any change by way of imposition or increase of reserve requirements) in any law, regulation, treaty or official directive, or in the
interpretation or application thereof, in each case occurring after the date hereof, by any central bank or other governmental agency or authority charged with the administration thereof (whether or not having the force of law), or (ii) the
compliance by an Affected Party with any guideline or request from any central bank or other governmental 

  
 41 









 
agency or authority (whether or not having the force of law) in each case promulgated after the date hereof, including compliance by an Affected Party with any request or directive regarding
capital adequacy, or (iii) any Regulatory Change, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or otherwise arising in connection herewith to a
level below that which any such Affected Party could have achieved but for such introduction, change or compliance by an amount deemed by such Affected Party to be material, then within 10 days after demand by such Affected Party (which demand shall
be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. 

(c) If as a result of any event or circumstance similar to those described in Section 2.11(a) or 2.11(b), any Affected
Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances
hereunder, then within 10 days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts to be paid by it. 

(d) In determining any amount provided for in this Section 2.11, the Affected Party may use any reasonable averaging and
attribution methods. Any Affected Party making a claim under this Section 2.11 shall submit to the Borrower a certificate as to the calculation of such additional or increased cost or reduction, which certificate shall be conclusive
absent manifest error. 
 (e) Failure or delay on the part of any Affected Party to demand compensation pursuant to the
foregoing provisions of this Section shall not constitute a waiver of such Affected Party’s right to demand such compensation, provided that the Borrower shall not be required to compensate any Affected Party pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Affected Party notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of
such Affected Party’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the
period of retroactive effect thereof). The protections of this Section shall be available to the Affected Party regardless of any possible contention of the invalidity or inapplicability of the Regulatory Change that shall have occurred or been
imposed. 
 (f) If any Managing Agent, on behalf of the related Lenders shall notify the Administrative Agent that a Eurodollar
Disruption Event has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Revolving Principal Balance in respect of which Interest accrues at the Adjusted Eurodollar Rate for the then current Fixed Period shall
immediately be converted into Revolving Principal Balance in respect of which Interest accrues at the Base Rate for the remainder of such Fixed Period. 

  
 42 









 (g) Without prejudice to the survival of any other agreement of the Borrower hereunder, the
agreements and obligations of the Borrower contained in this Section 2.11 shall survive the termination of this Agreement. 
 SECTION 2.12. Taxes. 
 (a) Any and all payments by the Borrower or the
Collection Agent hereunder to any Lender, any Managing Agent or the Administrative Agent shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, (1) in the case of any Lender, any Managing Agent and the Administrative Agent, net income taxes and branch profits taxes that are imposed by the United States, (2) franchise taxes, net income
taxes and branch profits taxes that are imposed on such Lender, such Managing Agent or the Administrative Agent by the state or non-United States jurisdiction under the laws of which such Lender, such Managing Agent or the Administrative Agent (as
the case may be) is organized or conducts business or any political subdivision thereof, (3) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes
a party hereto (or designates a new lending office), except to the extent that such Foreign 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 this Section 2.12(a), (4) any U.S. federal withholding Taxes imposed under FATCA, and (5) Taxes attributable to such recipient’s failure to comply with Section 2.12(c) (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower or the Collection Agent shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder to any Lender, any Managing Agent or the Administrative Agent, (i) the Borrower shall make an additional payment to such Lender, such Managing Agent or the Administrative Agent, as the case may be, in an
amount sufficient so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.12), such Lender, such Managing Agent or the Administrative Agent (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 the Collection Agent, as the case may be, shall make such deductions and (iii) the Borrower or the Collection Agent, as the
case may be, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Within 30 days after the date of any such payment of Taxes, the Borrower or the Collection Agent, as the case
may be, will furnish to such Lender, such Managing Agent or the Administrative Agent (as the case may be) the original or a certified copy of a receipt evidencing payment thereof. 

(b) The Borrower will indemnify each Lender, each Managing Agent and the Administrative Agent for the full amount of Taxes or Other Taxes
(including any Taxes imposed by any jurisdiction on amounts payable under this Section 2.12) paid by such Lender, such Managing Agent or the Administrative Agent (as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto whether or not such Taxes or Other Taxes were correctly or legally asserted; provided that any Lender, any Managing Agent or the Administrative Agent, as appropriate, making a demand for
indemnity payment hereunder shall provide the Borrower with a certificate from the relevant taxing authority or from a responsible officer of such Lender, such Managing Agent and the 

  
 43 









 
Administrative Agent stating or otherwise evidencing that such Lender, such Managing Agent or the Administrative Agent has made payment of such Taxes or Other Taxes and will provide a copy of or
extract from documentation, if available, furnished by such taxing authority evidencing assertion or payment of such Taxes or Other Taxes. This indemnification shall be made within 10 days from the date such Lender, such Managing Agent or the
Administrative Agent (as the case may be) makes written demand therefor. 
 (c) 

(i) Each Lender, each Managing Agent and the Administrative Agent that is entitled to an exemption from or reduction of
withholding Tax with respect to payments made under any this Agreement shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and
executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, each Lender, each Managing Agent and the
Administrative Agent, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the
Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution
and submission of such documentation (other than such documentation set forth in Section 2.12(c)(ii)(A), (ii)(B) and (ii)(C) below) shall not be required if in the Lender’s reasonable judgment such completion,
execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person within the meaning
of Section 7701(a)(30) of the Code, 
 (A) any Lender that is a U.S. Person shall deliver to the Borrower
and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS
Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 
 (B) any Foreign
Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party
(x) with respect to payments of interest under this Agreement, executed originals of IRS Form W-8BEN establishing an 

  
 44 









 
exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under this
Agreement, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(ii) executed originals of IRS Form W-8ECI; 

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate substantially in the form of either Exhibit F-1 or Exhibit F-2 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax
Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or 
 (iv) to the extent a
Foreign Lender is not the beneficial owner, or is a partnership, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-3 or Exhibit
F-4, IRS Form W-9, and/or other certification documents from each beneficial owner or direct or indirect partner, as applicable; 
 (C) if a payment made to a recipient under any this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such recipient 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 recipient shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or
times reasonably requested by the Borrower or the Administrative 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 Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such recipient has complied with such recipient’s obligations under
FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it
shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 
 (d) If the each Lender, each Managing Agent and the Administrative Agent determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower
or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund 

  
 45 









 
(but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses of the such Lender, Managing Agent, or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the
request of such Lender, Managing Agent, or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender, Managing Agent,
or Administrative Agent, in the event the Lender, Managing Agent, or Administrative Agent, is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent, any Lender or the
Managing Agent to have any obligation to file for or otherwise pursue any refund of Taxes withheld or deducted from funds paid for the account of such Agent or Lender or make available its tax returns (or any other information relating to its taxes
that it deems confidential) to the Borrower or any other Person. 
 (e) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.12 shall survive the termination of this Agreement. 
 SECTION 2.13. Assignment of the Sale Agreement and the Contribution Agreement. The Borrower hereby represents, warrants and confirms to the Administrative Agent that the Borrower has pledged to the
Administrative Agent, for the benefit of itself and the Secured Parties hereunder, all of the Borrower’s right and title to and interest in (i) the Contribution Agreement and (ii) as assignee thereof under the Assignment of
Agreements, the Sale Agreement. The Borrower confirms and agrees that the Administrative Agent shall have pursuant to the Assignment of Agreements, the sole right to enforce the Borrower’s rights and remedies under the Sale Agreement and the
Contribution Agreement for the benefit of the Secured Parties hereunder, but without any obligation on the part of the Administrative Agent, any Secured Party or any of their respective Affiliates, to perform any of the obligations of the Borrower
under the Sale Agreement the Contribution Agreement. The Borrower further confirms and agrees that such assignment to the Administrative Agent shall terminate upon the Collection Date; provided, however, that the rights of the Administrative
Agent and the Secured Parties pursuant to the Assignment of Agreements with respect to rights and remedies in connection with any indemnities and any breach of any representation, warranty or covenants made (i) by the Company under the
Contribution Agreement, or (ii) by the applicable Originator under the Sale Agreement, which rights and remedies survive the termination of the Sale Agreement and Contribution Agreement, shall be continuing and shall survive any termination of
the Assignment of Agreements. 
 SECTION 2.14. Sharing of Payments. If any Lender (for purposes of this Section only,
referred to as a “Recipient”) shall obtain payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advances made by it in excess of its ratable share of payments made on
account of the Advances made by the Lenders, such Recipient shall forthwith purchase from the Lenders which received less than their ratable share participations in the Advances made by such Persons as shall be necessary to cause such Recipient to
share the excess payment ratably with each such other Person; provided, however, that (a) if all or any portion of such excess payment is thereafter recovered from such 

  
 46 









 
Recipient, such purchase from each such other Person shall be rescinded and each such other Person shall repay to the Recipient the purchase price paid by such Recipient for such participation to
the extent of such recovery, together with an amount equal to such other Person’s ratable share (according to the proportion of (i) the amount of such other Person’s required payment to (ii) the total amount so recovered from the
Recipient) of any interest or other amount paid or payable by the Recipient in respect of the total amount so recovered and (b) the provisions of this Section shall not be construed to apply to the application of funds arising from the
existence of a Defaulting Lender. 
 SECTION 2.15. Defaulting Lender. 

(a) Notwithstanding anything to the contrary contained in this Agreement, if any Committed Lender becomes a Defaulting Lender, then,
until such time as such Committed Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law: 
 (i) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to
Section 2.07, Section 2.08, Article VII or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 10.04), shall be applied at such time
or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent or any Managing Agent hereunder; second, as the Borrowers may
request (so long as no Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so
determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Advances under this Agreement; and fourth, to such
Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash
collateral pursuant to this Section 2.15(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

(ii) Such Defaulting Lender shall not be entitled to receive any Unused Fee for any period during which such Lender is a
Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender). 
 (b) If the Borrower, the Administrative Agent and the Managing Agents each agrees in writing in their respective sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting
Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Committed Lender will, to the extent applicable, purchase such
portion of the outstanding Advances of the other Lenders, or take such other actions as the Administrative Agent may determine to be necessary to cause the Lenders of such Committed Lender’s Lender Group to hold such Lender Group’s Lender
Group Percentage of the Advances or as otherwise 

  
 47 









 
required by the terms of Section 2.01, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees
accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender. 
 ARTICLE III 
 CONDITIONS OF ADVANCES 

SECTION 3.01. Conditions Precedent to Initial Advance. The initial Advance hereunder is subject to the conditions precedent that
(a) the Administrative Agent shall have received on or before the date of such Advance the items listed in Schedule II, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Administrative
Agent and each Managing Agent; provided, however, to the extent that any item is designated on Schedule II for delivery on or before a specified date that is after the date of the initial Advance, delivery of such item shall not
be a condition to the initial Advance, but the failure to deliver such item on or before the specified date shall constitute a breach of an obligation of the Borrower hereunder which such breach shall give rise to an Event of Default under
Section 7.01(d) hereof, (b) all fees and expenses required to be paid prior to the initial Advance pursuant to (i) this Agreement and (ii) the Fee Letter have been paid, and (c) each Managing Agent and the
Administrative Agent shall have completed satisfactory due diligence and obtained the requisite credit approvals. 
 SECTION
3.02. Conditions Precedent to All Advances. Each Advance (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be
subject to the further conditions precedent that (a) with respect to any such Advance, on or prior to the date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance
satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements shall be true and the
Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: 
 (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which shall be
correct as of the dates indicated therein, 
 (ii) No event has occurred and is continuing, or would result from
such Advance or remittance, which constitutes a Default or an Event of Default, 
 (iii) On and as of such day,
after giving effect to such Advance or remittance, a Borrowing Base Deficiency does not exist, and 
 (iv) No law
or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions
hereof. 

  
 48 









 Notwithstanding the fact that any of the above-described conditions precedent may not have
been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that
such conditions precedent have, in fact, been satisfied. 
 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES 
 SECTION 4.01. Representations and Warranties of the Borrower. The Borrower represents and warrants to and, where applicable, agrees with each of the Secured Parties, that: 

(a) The Borrower is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction
named at the beginning hereof and is duly qualified to do business, and is in good standing, in every jurisdiction in which the nature of its business requires it to be so qualified and the failure to do so could reasonably be expected to have a
Material Adverse Effect. 
 (b) The execution, delivery and performance by the Borrower of this Agreement, the Contribution
Agreement and all other Facility Documents to be entered into by it, including the Borrower’s use of the proceeds of Advances and remittances of Collections, are within the Borrower’s limited liability company powers, have been duly
authorized by all necessary limited liability company action, do not contravene (i) the Borrower’s limited liability company agreement, (ii) any Applicable Law except where such contravention could not reasonably be expected to result
in a Material Adverse Effect, (iii) any contractual restriction binding on or affecting the Borrower or its property other than such restrictions that could not reasonably be expected to adversely affect the Collection Agent’s ability to
perform its material obligations hereunder or, with respect to the transfer of the Receivables and Collections thereon, in any Immaterial Respect, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the
Borrower or its property, and do not result in or require the creation of any Lien upon or with respect to any of its properties (other than Permitted Liens and liens in favor of the Administrative Agent for the benefit of the Secured Parties with
respect to the Collateral), and no transaction contemplated hereby or by the Contribution Agreement requires compliance with any bulk sales act or similar law. This Agreement, the Contribution Agreement and each other Facility Document to be entered
into by the Borrower have each been duly executed and delivered by the Borrower. 
 (c) No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement, the Contribution Agreement or any other Facility Document to be
entered into by it, except for (i) the filing of UCC financing statements, all of which financing statements have been duly filed and, to the Borrower’s knowledge, are in full force and effect, and (ii) such as have been obtained and
are in full force and effect. 

  
 49 









 (d) This Agreement, the Contribution Agreement and each other Facility Document to be
entered into by the Borrower constitute the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms subject to bankruptcy and similar laws affecting creditors generally and
general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 
 (e) (i) The
Borrower has furnished to the Administrative Agent copies of the Parent’s audited consolidated balance sheet as at December 31, 2011, and the related audited consolidated statements of income and cash flow for the fiscal year of the Parent
then ended reported on by Deloitte & Touche LLP which financial statements present fairly in all material respects in accordance with GAAP the financial position of the Parent and its consolidated subsidiaries as at December 31, 2011,
and the results of operations of the Parent and its consolidated subsidiaries for the fiscal year of the Parent then ended, which financial statements present fairly in all material respects in accordance with GAAP the financial position of the
Parent and its consolidated subsidiaries as at such date, and the results of operations of the Parent and its consolidated subsidiaries for the fiscal year then ended; 
 (ii) Since December 31, 2011, (A) no material adverse change has occurred in the business, assets, liabilities, financial condition or results of operations of the Parent and its subsidiaries
taken as a whole, and (B) no event has occurred or failed to occur which has had or could reasonably be expected to result in, singly or in the aggregate, a Material Adverse Effect; and 

(iii) The opening pro forma balance sheet of the Borrower as at March 21, 2012, giving effect to the initial Advance to be made
under this Agreement, a copy of which has been furnished to the Administrative Agent, present fairly in all material respects in accordance with GAAP the financial position of the Borrower as at such date, and since January 23, 2012 no material
adverse change has occurred in the business, assets, liabilities, financial condition or results of operations of the Borrower. 

(f) There is no pending or, to the Borrower’s knowledge, threatened action or proceeding affecting the Borrower before any court,
governmental agency or arbitrator other than such actions and proceedings that the Collection Agent certifies to the Administrative Agent are, in the best judgment of the Collection Agent, without legal merit as related to the Borrower and are being
contested in good faith. The Borrower is not in default with respect to any order of any court, arbitrator or Governmental Entity, except in any Immaterial Respect. 
 (g) No proceeds of any Advance will be used by the Borrower (i) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as
amended, or (ii) for any purpose other than to indirectly fund a purchase of Receivables and related assets from an Originator and to make payments expressly contemplated under Section 3.1 of the Borrower’s operating agreement.

 (h) Each Receivable, together with the Contract related thereto, shall, at all times, be owned by the Borrower free and clear
of any Lien (other than Permitted Liens), and the Administrative Agent shall have a valid and perfected first priority security interest in the property of the Borrower consisting of each Receivable then existing or thereafter arising and in


  
 50 









 
the Related Security and Collections with respect thereto, free and clear of any Lien (other than Permitted Liens); provided that the Borrower (acting directly or through the Collection
Agent) shall have up to 10 days following actual knowledge thereof to remove any immaterial Lien that was improvidently filed without the consent of the Borrower or the Collection Agent. No effective financing statement or other instrument similar
in effect with the Borrower as debtor, covering any Receivable or the Related Security or Collections with respect thereto shall at any time be on file in any recording office except such as may be filed in favor of the Administrative Agent relating
to this Agreement; provided that the Borrower (acting directly or through the Collection Agent) shall have up to 10 days following actual knowledge thereof to remove any immaterial Lien that was improvidently filed without the consent of the
Borrower or the Collection Agent. The contributions of the Receivables and related assets to the Borrower by the Transferor under the Contribution Agreement constitute valid and “true contributions” and transfers for consideration (and not
merely a pledge of such Receivables and assets for security purposes), enforceable against creditors of the Transferor, and no such Receivables or related assets shall constitute property of Transferor. The purchases of the Receivables and related
assets by Buyer from each Originator under the Sale Agreement constitute valid and true sales and transfers for consideration (and not merely a pledge of such Receivables and assets for security purposes), enforceable against creditors of the
Transferor and such Originator, and no such Receivables or related assets shall constitute property of the Transferor or such Originator. 
 (i) As of the close of business on each Business Day prior to the Termination Date, a Borrowing Base Deficiency shall not exist. 
 (j) No Monthly Report or Funding Request (if prepared by the Borrower, the Collection Agent or any Affiliate thereof, or to the extent that information contained therein is supplied by the Borrower, the
Collection Agent or such Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished by the Borrower to the Administrative Agent or any Managing Agent in connection with this Agreement is or
will be inaccurate in any material respect as of the date it is or shall be dated or (except as otherwise disclosed to the Administrative Agent and the Managing Agents, as the case may be, at such time) as of the date so furnished or dated, and no
such document contains or will contain any material misstatement of fact or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading; provided that to the extent any such
information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized assumptions that the Borrower believed to be reasonable at
the time made. 
 (k) The principal place of business and chief executive office of the Borrower and the office where the
Borrower keeps all of its Records are located at the address or addresses of the Borrower referred to in Section 10.02 hereof (or at such other locations as to which the notice and other requirements specified in Section 6.08
shall have been satisfied). The Borrower is located in the jurisdiction of organization named at the beginning hereof for purposes of Section 9-307 of the UCC as in effect in the State of New York, and the office in the jurisdiction of
organization of the Borrower in which a UCC financing statement is required to be filed in order to perfect the security interest granted by the Borrower hereunder is Secretary of State of the State of Delaware. The Borrower’s organizational
identification number is 5099211. 

  
 51 









 (l) The Borrower has no trade names, fictitious names, assumed names or “doing business
as” names or other names under which it has done or is doing business. 
 (m) The Contribution Agreement is the only
agreement pursuant to which the Borrower acquires Receivables, the Borrower has furnished to the Administrative Agent a true, correct and complete copy of the Contribution Agreement and the Sale Agreement, and the Contribution Agreement and the Sale
Agreement are in full force and effect and no “Event of Termination” under the Contribution Agreement or the Sale Agreement or event or circumstance that would with the passage of time or the giving of notice (or both) constitute an
“Event of Termination” under the Contribution Agreement or the Sale Agreement. 
 (n) The Borrower was formed on
January 23, 2012, and the Borrower did not engage in any business activities prior to the date of this Agreement. The Borrower has no subsidiaries. 
 (o) The Borrower shall have given reasonably equivalent value to the Transferor in consideration for the transfer by the Transferor to the Borrower of the Receivables and Related Security under the
Contribution Agreement, no such transfer shall have been made for or on account of an antecedent debt owed by the Transferor to the Borrower, and no such transfer is or may be voidable or subject to avoidance under any section of the Bankruptcy Law.

 (p) A copy of the Certificate of Formation of the Borrower as in effect on the date of this Agreement has been provided to
the Administrative Agent. 
 (q) The Borrower is not an insolvent person, in insolvent circumstances or on the eve of
insolvency, as applicable (within the meaning of such term in the Bankruptcy Law) at the time of (and immediately after) each transfer of Receivables to the Borrower under the Contribution Agreement, and at the time of (and immediately after) each
Advance and remittance of Collections hereunder, the Borrower shall not have been an insolvent person, in insolvent circumstances or on the eve of insolvency, as applicable, within the meaning of the Bankruptcy Law. The Borrower has entered into
this Agreement for the purpose of indirectly financing its acquisition of Receivables and Related Security from the Originators, and not for the purpose of defeating, hindering, delaying, defrauding or oppressing the rights and claims of creditors
or others against the Borrower or for any other purpose relating in any way to the claims of creditors or others against the Borrower. 
 (r) The Borrower accounts for the transfers to it from the Transferor of interests in Receivables, Related Security and Collections under the Contribution Agreement as “true” capital
contributions and legal sales of such Receivables, Related Security and Collections in its books, records and financial statements, in each case consistent with GAAP and with the requirements set forth herein. 

(s) The sole and exclusive business of the Borrower is the acquisition of Receivables and Related Security pursuant to the Contribution
Agreement for its own account, the borrowing of money pursuant to the terms of this Agreement, and making operational cost payments expressly contemplated under Section 3.1 of the Borrower’s operating agreement. 

  
 52 









 (t) The Borrower is operated as an entity with assets and liabilities distinct from those of
the Transferor, each Originator and any Affiliates thereof, and the Borrower hereby acknowledges that the Administrative Agent, the Managing Agents and each Lender are entering into the transactions contemplated by this Agreement in reliance upon
the Borrower’s identity as a separate legal entity from, the Transferor, each Originator and from each such other Affiliate. 
 (u) The Borrower is not an “investment company” or a company controlled by an “investment company” registered or required to be registered under the Investment Company Act. 

(v) The Borrower is not engaged, principally or as one of its important activities, in the business of extending credit for the purpose
of “purchasing” or “carrying” any “margin stock” (as each of the quoted terms is defined or used in Regulation T, U or X promulgated pursuant to the securities Exchange Act of 1934, as amended). No part of the proceeds
of any Receivable has been used for so purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X. 

(w) The Borrower and the Collection Agent each has the right (whether by license, sublicense or assignment) to use all of the computer
software used by the Transferor, the Collection Agent and/or any Originator to account for the Collateral to the extent necessary to administer the Collateral, and, in the case of the Borrower and the Collection Agent, to assign (by way of sale or
collateral pledge) or sublicense such rights to use all of such software to the Administrative Agent. 
 (x) The Borrower has
filed or caused to be filed all federal and other material tax returns which are required to be filed by it, and has paid or caused to be paid all taxes shown to be due and payable on such returns or on any assessments received by it, other than any
taxes or assessments, the validity of which are being contested in good faith by appropriate proceedings and with respect to which the Borrower has set aside or has caused to be set aside adequate reserves on its books (consolidated or otherwise) in
accordance with GAAP. 
 (y) Except as could not reasonably be expected to result in material liability to the Borrower, 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 funding purposes) 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 would reasonably be expected to result in a funding obligation
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 funding purposes) 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. 

  
 53 









 (z) The Borrower has timely paid or caused to be paid all sales, excise or personal property
taxes payable in connection with the Receivables, other than any taxes or assessments, the validity of which are being contested in good faith by appropriate proceedings and with respect to which the Borrower has set aside or has caused to be set
aside adequate reserves on its books (consolidated or otherwise) in accordance with GAAP (provided, that, notwithstanding such contest, Receivables subject to such tax claims shall not constitute Eligible Receivables hereunder). 

(aa) The Borrower has not intentionally (i) misstated any calculation of Eligible Receivables or Net Receivables Balance hereunder
(other than in an immaterial amount and based on good faith estimates utilized in the calculation thereof), or (ii) misrepresented any Receivable as qualifying as an Eligible Receivable or intentionally included such misrepresented Receivable
in the Net Receivables Balance at the time so included. 
 (bb) Each remittance of Collections by or on behalf of the Borrower
to the Administrative Agent, for itself, or any Managing Agent or any related Lender, will have been (i) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower, and (ii) made
in the ordinary course of business or financial affairs of the Borrower. 
 (cc) All required Notices have been prepared and
delivered to each of its Obligors (or, in the case of a Governmental Entity, its fiscal intermediary), and all invoices issued after the Closing Date bear only the appropriate remittance instructions for payment direction to a Lock-Box or a
Collection Accounts, as the case may be. No direction is in effect directing Obligors to remit payments on Receivables other than to a Lock-Box or a Collection Account. 
 (dd) Each of the Collection Accounts have been established in the name of an Originator by the Collection Account Bank, and the Concentration Account has been established in the name of the Borrower by
the Concentration Account Bank. Neither the Collection Agent nor the Borrower has established any lock-box, lock-box account or other deposit account for the receipt of Collections other than the Lock-Boxes and Collection Accounts. Each Lock-Box is
linked to a Collection Account. Each Collection Account has been set up to so that all available funds automatically sweep to the Concentration Account at the end of each Business Day. The Borrower has taken, or has caused to be taken, all actions
necessary or advisable to assure that all Collections are received in the Lock-Boxes and Collection Accounts. The Borrower will not (i) close any Lock-Box, any Collection Account or the Concentration Account or open any new lock-box or account
to function as a Lock-Box, a Collection Account or the Concentration Account, (ii) make any change to the instructions to the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or
(iii) make any change to the instructions to the Collection Account Bank as set forth in the Deposit Account Notification Agreement (Government Healthcare Receivables) requiring the automatic sweep of all available funds in each Collection
Account to the Concentration Account at the end of each Business Day, in each case, without the prior written consent of the Administrative Agent and each Managing Agent; provided, if provisions under clauses (i), (ii) or
(iii) above have been violated with respect to any Lock-Box or Collection Account relating to an individual Originator without the prior knowledge or consent of the Borrower, the Collection Agent or CHS, the Borrower (itself or through the
Collection Agent or CHS) shall have the opportunity to cure the violation of this clause (dd) within 15 days of obtaining knowledge of such breach by the Originator. 

  
 54 









 (ee) Neither the Parent nor the Borrower is (i) a country, territory, organization,
person or entity named on an Office of Foreign Asset Control (OFAC) list, (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction”
by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, i.e., a foreign bank that
does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides in or is organized under the
laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns. 

(ff) Notice of termination of each of the agreements and other documents relating to the sale, purchase or transfer of AccessOne Program
Receivables from an Originator to any Person other than the Buyer has been provided to such Person prior to the Closing Date. 

SECTION 4.02. Representations and Warranties of the Collection Agent. The Collection Agent represents and warrants to and, where
applicable, agrees with each of the Secured Parties, that: 
 (a) The Collection Agent is a corporation duly incorporated,
validly existing and in good standing under the jurisdiction named at the beginning hereof and is duly qualified to do business, and is in good standing, in every jurisdiction in which the nature of its business requires it to be so qualified and
the failure to do so could reasonably be expected to have a Material Adverse Effect. 
 (b) The execution, delivery and
performance by the Collection Agent of this Agreement and any other documents to be delivered by it hereunder (i) are within the Collection Agent’s corporate powers, (ii) have been duly authorized by all necessary corporate action,
(iii) do not contravene (1) the Collection Agent’s charter or by-laws, (2) any law, rule or regulation applicable to the Collection Agent, (3) any contractual restriction binding on or affecting the Collection Agent or its
property (other than in an immaterial manner), or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Collection Agent or its property, and (iv) do not result in or require the creation of any Lien upon
or with respect to any of its properties. This Agreement has been duly executed and delivered by the Collection Agent. 
 (c) No
authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Collection Agent of this Agreement or any other document
to be delivered by it hereunder except such as (i) have been made or obtained and are in full force and effect and (ii) where the failure to make or obtain could not reasonably be expected to adversely affect the Collection Agent’s
ability to perform its material obligations hereunder or the ability of the Borrower to assign or collect the Receivables hereunder (other than in an immaterial manner). 

  
 55 









 (d) This Agreement constitutes the legal, valid and binding obligation of the Collection
Agent enforceable against the Collection Agent in accordance with its terms subject to bankruptcy and similar laws affecting creditors generally and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity
or at law). 
 (e) There is no pending or, to the Collection Agent’s knowledge, threatened action, investigation or
proceeding affecting the Collection Agent or any of its Subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect the financial condition or operations of the Collection Agent or any of its Subsidiaries
or the ability of the Collection Agent to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement, except any such action, investigation or proceeding that the Collection
Agent certifies to the Administrative Agent that, in the best judgment of the Collection Agent, if determined adversely, will not have a material impact on the ability of the Collection Agent to fulfill its duties hereunder, or result in a Lien on
the Collateral. 
 (f) The Collection Agent has not intentionally (i) misstated any calculation of Eligible Receivables or
Net Receivables Balance hereunder (other than in an immaterial amount and based on good faith estimates utilized in the calculation thereof), or (ii) misrepresented any Receivable as qualifying as an Eligible Receivable or intentionally
included such misrepresented Receivable in the Net Receivables Balance at the time so included. 
 (g) Each Monthly Report (if
prepared by the Collection Agent or one of its Affiliates, or to the extent that information contained therein is supplied by the Collection Agent or an Affiliate), information, exhibit, financial statement, document, book, record or report
furnished or to be furnished at any time by the Collection Agent to the Administrative Agent, the Managing Agents or the Lenders in connection with this Agreement is or will be accurate in all material respects as of its date or (except as otherwise
disclosed to the Administrative Agent, the Managing Agents or the Lenders, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to
state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided that to the extent any such information, report, financial statement,
exhibit or schedule was based upon or constitutes a forecast or projection, the Collection Agent represents only that it acted in good faith and utilized assumptions that the Collection Agent believed to be reasonable at the time made. 

(h) The Collection Agent has (i) timely filed all federal tax returns required to be filed, (ii) timely filed all other
material state and local tax returns and (iii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge which is being contested in good
faith and by proper proceedings, and with respect to which the obligation to pay such amount is adequately reserved against in accordance with generally accepted accounting principles), in each case, other than as to which a failure to do so could
reasonably be expected to result in a Material Adverse Effect. 

  
 56 









 (i) All required Notices have been prepared and delivered to each of its Obligors (or, in
the case of a Governmental Entity, its fiscal intermediary), and all invoices issued after the Closing Date bear only the appropriate remittance instructions for payment direction to a Lock-Box or a Collection Accounts, as the case may be. No
direction is in effect directing Obligors to remit payments on Receivables other than to a Lock-Box or a Collection Account. 

(j) Each of the Collection Accounts has been established in the name an Originator by the Collection Account Bank, and the Concentration
Account has been established in the name of the Borrower by the Concentration Account Bank. Neither the Collection Agent nor the Borrower has established any lock-box, lock-box account or other deposit account for the receipt of Collections other
than the Lock-Boxes and Collection Accounts. Each Lock-Box is linked to a Collection Account. Each Collection Account has been set up to so that all available funds automatically sweep to the Concentration Account at the end of each Business Day.
The Collection Agent has taken, or has caused to be taken, all actions necessary or advisable to assure that all Collections are received in the Lock-Boxes and Collection Accounts. The Collection Agent will not, and will not permit the Borrower to,
(i) close any Lock-Box, any Collection Account or the Concentration Account or open any new lock-box or account to function as a Lock-Box, a Collection Account or the Concentration Account, (ii) make any change to the instructions to the
Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iii) make any change to the instructions to the Collection Account Bank as set forth in the Deposit Account Notification Agreement
(Government Healthcare Receivables) requiring the automatic sweep of all available funds in each Collection Account to the Concentration Account at the end of each Business Day, in each case, without the prior written consent of the Administrative
Agent and each Managing Agent; provided, if provisions under clauses (i), (ii) or (iii) above have been violated with respect to any Lock-Box or Collection Account relating to an individual Originator without the prior knowledge or
consent of the Borrower, the Collection Agent or CHS, the Collection Agent (itself or through CHS) shall have the opportunity to cure the violation of this clause (j) within 15 days of obtaining knowledge of such breach by the Originator.

 (k) Notice of termination of each of the agreements and other documents relating to the sale, purchase or transfer of
AccessOne Program Receivables from an Originator to any Person other than the Buyer has been delivered to such Person prior to the Closing Date. 
 SECTION 4.03. Article 9 Representations and Warranties. The Borrower represents and warrants to and, where applicable, agrees with each of the Secured Parties, that: 

(a) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the
Administrative Agent, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Borrower. 

  
 57 









 (b) The Receivables constitute “accounts” (including health-care-insurance
receivables) or general intangibles within the meaning of the applicable UCC. 
 (c) Immediately prior to the initial Advance
hereunder, the Borrower owns and has good and marketable title to the Receivables free and clear of any Lien of any Person. 

(d) The Borrower has caused or will have caused, within 10 days after the date hereof, the filing of all appropriate financing statements
in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Receivables granted to the Administrative Agent hereunder. 

(e) Other than the security interest granted to the Administrative Agent pursuant to this Agreement, the Borrower has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower other than any financing statement relating
to the security interest granted to the Administrative Agent hereunder. The Borrower is not aware of any judgment or tax lien filings against the Borrower. 
 ARTICLE V 
 GENERAL COVENANTS 

SECTION 5.01. Covenants of the Borrower. 
 (a) Compliance with Laws; Preservation of Existence. The Borrower shall comply in all material respects with all Applicable Law (including all applicable Healthcare Laws), orders and Facility
Documents and preserve and maintain its limited liability company existence, rights, franchises, qualifications and privileges, except in each case, where the failure to comply could not reasonably be expected to materially adversely affect the
Borrower’s ability to perform its obligations hereunder or the ability to assign or collect the Receivables hereunder. 

(b) Sales, Liens, Etc. Except as otherwise specifically provided in the Facility Documents, the Borrower shall not (i) sell,
assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien (other than Permitted Liens) upon or with respect to, any Receivable or the related Contract, Collections or Related Security, or upon or with
respect to any Collection Account or the Concentration Account or assign any right to receive income in respect thereof or (ii) create or suffer to exist any Lien (other than Permitted Liens) upon or with respect to any of the Borrower’s
other assets; provided that the Borrower (acting directly or through the Collection Agent) shall have up to 10 days following actual knowledge thereof to remove any immaterial Lien that was improvidently filed without the consent of the
Borrower or the Collection Agent. 
 (c) No Agreements. The Borrower shall not enter into any agreement, document or
instrument other than the Facility Documents and any agreements in furtherance of the covenants set forth in Section 10.1 of the Borrower’s limited liability company agreement. 

(d) Merger, Etc. The Borrower will not merge or consolidate with, or convey, transfer, lease, assign or otherwise dispose of
(whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired), or acquire all or substantially all of the assets or capital stock or other ownership interest of any
Person, other than, with respect to asset dispositions, in connection herewith. 

  
 58 









 (e) Treatment of Borrower Acquisitions. The Borrower will, and will direct the
Transferor to, account for and treat (whether in financial statements, records or otherwise) the transactions contemplated by the Contribution Agreement as capital contributions and sales of the “Transferred Assets” (as defined therein) by
the Transferor to the Borrower. 
 (f) Nature of Business. The Borrower will not engage in business other than the
acquisition of Receivables and Related Security from the Transferor, the borrowing of Advances hereunder, the grant of a security interest in such Receivables, Related Security, Collections and proceeds thereof to the Administrative Agent and the
other transactions permitted or contemplated by the Facility Documents. 
 (g) The Receivables. With respect to each
Receivable acquired by the Borrower from the Transferor, the Borrower will (i) acquire such Receivable pursuant to and in accordance with the terms of the Contribution Agreement, (ii) take all action necessary to perfect, protect and more
fully evidence the Borrower’s ownership of such Receivable, including (A) filing and maintaining effective financing statements (Form UCC-1) against the Transferor and the applicable Originator in all necessary or appropriate filing
offices, and filing continuation statements, amendments or assignments with respect thereto in such filing offices and (B) executing or causing to be executed such other instruments or notices as may be necessary or appropriate and
(iii) take all additional action that the Administrative Agent may reasonably request to perfect, protect and more fully evidence the respective interests of the parties to this Agreement in the Receivables and other Collateral related thereto.

 (h) Maintenance of Separate Existence. The Borrower will do all things necessary to maintain its limited liability
company existence separate and apart from the Transferor and each Originator and all other Affiliates of the Borrower, including: 
 (i) practicing and adhering to limited liability company formalities, such as maintaining appropriate limited liability company books and records; 

(ii) maintaining at all times at least one independent director (an “Independent Director”) (and paying
reasonable compensation to such Independent Director for services rendered) who (v) is not currently and has not been during the five years preceding the date of this Agreement an officer, director, employee or supplier of the Borrower, the
Transferor or any of the Originators or any of their Subsidiaries (except the Borrower) (provided, however, that a member of the board of directors who satisfies the requirements of this clause (ii) shall not be disqualified from serving
as an Independent Director if he or she is also an independent director of an Affiliate of the Transferor, the Borrower or any of the Originators or any of their Subsidiaries which is a special purpose bankruptcy-remote entity), (w) is not a
current or former officer or employee of the Borrower, (x) is not an equity holder of any of the Transferor, the Originators or any of their respective Subsidiaries; (y) is an employee of a nationally recognized provider of corporate or
structured finance services, and (z) may not be removed by the Borrower’s equity holders or board of directors except (A) for cause, (B)

  
 59 









 
in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or
(C) with the consent of the Administrative Agent and the Managing Agents in their sole reasonable discretion, which consent shall not be unreasonably withheld or delayed; provided, that any such removal pursuant to clause (A) or
(B) shall not be effective until at least 10 Business Days after written notice to the Independent Director, the Administrative Agent and the Managing Agents of such removal and the grounds therefor; 

(iii) refraining from (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates,
(B) having obligations guaranteed by its Affiliates other than as expressly contemplated by the Facility Documents and (C) holding itself out as responsible for debts of any of its Affiliates or for decisions or actions with respect to the
affairs of any of its Affiliates; 
 (iv) maintaining all of its deposit and other bank accounts and all of its
assets separate or readily identifiable from those of any other Person; 
 (v) maintaining all of its financial
records separate and apart from those of any other Person and ensuring that any of the Parent’s and Originator’s consolidated financial statements contain appropriate disclosures to the extent shown to third parties, concerning the
Borrower’s separate existence, provided that the Borrower’s financial statements may be consolidated with the financial statement of the Parent to the extent required by GAAP; 

(vi) to the extent applicable, compensating all its employees, officers, consultants and agents for services provided to
it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; 

(vii) if it requires the use of a telephone, maintaining a separate telephone number which will be answered only in its
name; 
 (viii) accounting for and managing all of its liabilities separately from those of any of its
Affiliates; 
 (ix) allocating, on an arm’s-length basis, all shared operating services, leases and
expenses, including those associated with the services of shared consultants and agents and shared computer equipment and software; 
 (x) refraining from paying dividends or making distributions, loans or other advances to any of its Affiliates except, in each case, as contemplated or permitted by the Facility Documents and as duly
authorized by its board of directors and in accordance with applicable limited liability company law; 
 (xi)
refraining from filing or otherwise initiating or supporting the filing of a motion in any Insolvency Proceeding involving the Borrower, the Transferor, any Originator or any other Affiliate of the Borrower to substantively consolidate assets and
liabilities of the Borrower with the assets and liabilities of any such Person or any other Affiliate of the Borrower; 

  
 60 









 (xii) maintaining adequate capitalization in light of its business and
purpose; 
 (xiii) conducting all of its business (whether written or oral) solely in its own name; and

 (xiv) require that its employees, if any, when conducting its business identify themselves to non-Affiliates
as such and not as employees of any other Affiliate of the Borrower (including by means of providing appropriate employees with business or identification cards identifying such employees as the Borrower’s employees); and 

(xv) comply with (and cause to be true and correct) each of the facts and assumptions regarding the Borrower contained
“Section I - Assumptions of Fact” of the opinion of Kirkland & Ellis LLP delivered pursuant to Section 3.01. 
 (i) Transactions with Affiliates. The Borrower will not enter into, or be a party to, any transaction with any of its Affiliates, except (i) the transactions permitted or contemplated by this
Agreement, the Contribution Agreement, the Sale Agreement and the other Facility Documents, and (ii) other transactions (including the lease of office space or computer equipment or licensing of software by the Borrower to or from an Affiliate)
(A) in the ordinary course of business, (B) pursuant to the reasonable requirements of the Borrower’s business, or (C) upon fair and reasonable terms that are substantially similar to the terms that could be obtained in a
comparable arm’s-length transaction with a Person not an Affiliate of the Borrower. It is understood that any compensation arrangement for officers shall be permitted under clause (ii)(A), (B) and (C) above if such
arrangement has been expressly approved by the board of directors of the Borrower. 
 (j) Debt; Investments. The Borrower
will not incur any Debt other than Debt arising hereunder. The Borrower will not make any Investments (including the creation of, and the making of capital contributions to, a subsidiary) other than Permitted Investments. 

(k) Change in Agreements, Etc. Without the prior written consent of each Managing Agent, the Borrower will not (a) amend,
modify, waive or terminate any terms or conditions of the Contribution Agreement, the Sale Agreement the Performance Undertaking or any other Facility Document (other than this Agreement) to which it is a party or assignee, or (b) exercise any
discretionary rights granted to the Borrower under the Contribution Agreement pursuant to provisions thereof providing for certain actions to be taken “with the consent of the Company”, “acceptable to the Company” as
“specified by the Company”, “in the reasonable judgment of the Company” or similar provisions, or (c) exercise any discretionary rights granted to the Borrower, as assignee under the Sale Agreement pursuant to provisions
thereof providing for certain actions to be taken “with the consent of the Buyer”, “acceptable to the Buyer” as “specified by the Buyer”, “in the reasonable judgment of the Buyer” or similar provisions.

 (l) Amendment to Organizational Documents. The Borrower will not amend, modify or otherwise make any change to its
Certificate of Formation or other organizational 

  
 61 









 
documents, except (i) in accordance with the terms and provisions thereof but not in any way that would be adverse to any Lender, and (ii) with the written consent of the Administrative
Agent. 
 (m) Audits. From time to time, but at least once per calendar year, upon reasonable prior written notice to the
Borrower during regular business hours the Borrower will permit the Administrative Agent and the Managing Agents, or their respective agents or representatives, to (i) examine and make copies of and abstracts from all Records, and
(ii) visit the offices and properties of the Borrower for the purpose of examining such Records and to discuss matters relating to the Receivables or the Borrower’s performance hereunder with any of the officers or employees of the
Borrower having knowledge of such matters; provided that prior to the continuance of an Event of Default, the Administrative Agent and the Managing Agents (and their respective agents or representatives) shall not request and the Borrower and
the Collection Agent shall not provide to the Administrative Agent and the Managing Agents (or their respective agents or representatives), any information or access to information that would constitute “Protected Health Information” as
that term is defined in regulations implementing HIPAA. Unless an Event of Default or a Trigger Event has occurred and is continuing, only one such examination and visit per calendar year shall be at the expense of the Borrower. 

(n) Keeping of Records and Books of Account. The Borrower will maintain (or cause to be maintained) and implement administrative
and operating procedures (including an ability to recreate records evidencing the Receivables in the event of the destruction of the originals thereof) and keep and maintain, all documents, books, records and other information reasonably necessary
or advisable for the collection of all Receivables (including records adequate to permit the daily identification of all collections of and adjustments of each Receivable). 
 (o) Jurisdiction of Organization; Location of Records; Structure. The Borrower will keep its jurisdiction of organization, principal place of business and chief executive office, and the offices
where it keeps its Records, in the jurisdictions and at the addresses set forth on Schedule V, or, in any such case, upon 30 days’ prior written notice to the Administrative Agent, at such other jurisdiction or locations within the
United States where all action required by Section 6.08 shall have been taken and completed, and will not change its structure or identity other than upon 30 days’ prior written notice to the Administrative Agent and subject to the
further requirement that all action required by Section 6.08 shall have been taken and completed. 
 (p) Credit
and Collection Policy. The Borrower will, and will direct the Collection Agent to, comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract. The Borrower shall not make or agree
to make or permit any material change in the Credit and Collection Policy other than in accordance with Section 6.02(c). 
 (q) Change in Payment Instructions to Obligors. The Borrower will not (i) add or terminate any bank as a Collection Account Bank or the Concentration Account Bank, (ii) close any
Lock-Box, any Collection Account or the Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, 

  
 62 









 
(iii) make any change to the instructions to the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the
instructions to the Collection Account Bank requiring all available funds in each Collection Account to automatically sweep to the Concentration Account at the end of each Business Day, in each case, without the prior written consent of the
Administrative Agent and each Managing Agent in their sole discretion, which consent shall not be unreasonably withheld or delayed; provided, if provisions under clauses (i) through (iv) above have been violated with respect to any
Lock-Box or Collection Account relating to an individual Originator without the prior knowledge or consent of the Borrower, the Collection Agent or CHS, the Borrower (itself or through the Collection Agent or CHS) shall have the opportunity to cure
the violation of this clause (q) within 15 days of obtaining knowledge of such breach by the Originator. 
 (r) Change
in Name. The Borrower will not make any change to its legal name unless it shall have, prior to the effectiveness of such name change: (i) given the Administrative Agent prompt written notice thereof, and (ii) delivered to the
Administrative Agent (in a manner that will provide reasonable opportunity to allow the Administrative Agent to make the filing thereof prior to or simultaneously with the effectiveness of such name change) all financing statements, instruments and
other documents the Administrative Agent determines are necessary or appropriate to file under the UCC or that are otherwise necessary or appropriate for the Administrative Agent to continue at all times following such change to have a valid, legal
and perfected security interest in the assets of the Borrower. 
 (s) Taxes. The Borrower will file or cause to be filed
all federal and other material tax returns which are required to be filed by it. The Borrower shall pay or cause to be paid all taxes shown to be due and payable on such returns or on any assessments received by it, other than any taxes or
assessments, the validity of which are being contested in good faith by appropriate proceedings and with respect to which the Borrower shall have set aside or has caused to be set aside adequate reserves on its books (consolidated or otherwise) in
accordance with GAAP. 
 (t) Facility Documents. The Borrower will comply in all material respects with the terms of this
Agreement and employ the procedures outlined herein. The Borrower will comply in all material respects with the terms of and employ the procedures outlined in and enforce the obligations of the Transferor under the Contribution Agreement and (as
assignee) the Originators under the Sale Agreement, enforce all of the other rights of the Borrower under each of the other Facility Documents to which it is a party or to which it is an assignee, take all such action to such end as may be from time
to time reasonably requested by the Administrative Agent, and maintain all such Facility Documents in full force and effect and make to each Originator such reasonable demands and requests for information and reports or for action as the Borrower is
entitled to make thereunder and as may be from time to time reasonably requested by the Administrative Agent. 
 (u)
Segregation of Collections. The Borrower will require the deposit of all Collections received in the Collection Accounts solely into the Concentration Account, will prevent the deposit into the Concentration Account of any funds other than
Collections and, to the extent that any such funds are nevertheless deposited into the Concentration Account, will promptly identify any such funds to the Collection Agent for segregation and remittance to the owner thereof. 

  
 63 









 (v) Modifications to Contracts. Except as provided in Section 6.02, the
Borrower will not, and will not suffer or permit the Collection Agent, the Transferor or any Originator to, extend, amend or otherwise modify the terms of any Eligible Receivable or any Contract related thereto. 

(w) Sales Taxes. The Borrower shall timely pay or cause to be paid when due all sales, excise or personal property taxes payable
in connection with the Receivables, other than any taxes or assessments, the validity of which are being contested in good faith by appropriate proceedings and with respect to which the Borrower has set aside or has caused to be set aside adequate
reserves on its books (consolidated or otherwise) in accordance with GAAP (provided, that, notwithstanding such contest, Receivables subject to such tax claims shall not constitute Eligible Receivables hereunder). 

(x) Deviation from Patient Consent Form. At any time following June 30, 2012, without the prior written consent of the
Administrative Agent, the Borrower will not, and will not suffer or permit the Collection Agent or any Originator to, substitute, alter, modify, or change in any way any of the Patient Consent Forms except in an Immaterial Respect. 

(y) AccessOne Program Receivables. After May 31, 2012, no Receivables will be sold pursuant to any agreement other than the
Facility Documents, and prior to May 31, 2012, the aggregate Expected Net Value of the AccessOne Program Receivables shall not exceed $500,000. 
 SECTION 5.02. Covenants of the Collection Agent. 
 (a) Sales, Liens,
Etc. Except as otherwise specifically provided herein, the Collection Agent shall not, and shall not suffer or permit the Borrower to, (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist
any Lien (other than Permitted Liens) upon or with respect to, any Receivable or the related Contract, Collections or Related Security, or upon or with respect to any Collection Account, the Concentration Account or any other account to which any
Collections of any Receivable are sent, or assign any right to receive income in respect thereof or (ii) create or suffer to exist any Lien (other than Permitted Liens) upon or with respect to any of the Borrower’s other assets;
provided that the Borrower (acting directly or through the Collection Agent) shall have up to 10 days following actual knowledge thereof to remove any immaterial Lien that was improvidently filed without the consent of the Borrower or the
Collection Agent. 
 (b) General Reporting Requirements. The Collection Agent will provide to the Administrative Agent
and each Managing Agent the following: 
 (i) within 90 days after the end of each fiscal year of the Parent, a
copy of the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP
consistently applied and reported on by nationally recognized independent public accountants; 

  
 64 









 (ii) within 50 days after the end of each of the first three quarters of
each fiscal year of the Parent, the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ equity and cash flows each for the period commencing
at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP and certified by a senior financial officer of the Parent; 

(iii) within 50 days after the end of each of the first three quarters and within 90 days after the end of each fiscal
year of the Borrower, the unaudited balance sheet of the Borrower and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and certified by a senior
financial officer of the Borrower; 
 (iv) promptly after the same becomes publicly available, copies of all
reports and registration statements which the Parent files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for
selling securityholders; 
 (v) as soon as possible and in any event within the greater of five days, or three
Business Days after the Borrower or the Collection Agent has knowledge of the occurrence of each Default or Event of Default, a statement of a Responsible Officer of such Person setting forth details of such Default or Event of Default and the
action which such Person has taken and proposes to take with respect thereto; 
 (vi) to the extent not already
provided, promptly following receipt thereof, copies of all financial statements, settlement statements, portfolio and other reports, notices, disclosures, certificates, budgets and other written material delivered to the Borrower or the Collection
Agent by the Transferor under the Contribution Agreement or any Originator pursuant to the terms of the Sale Agreement; 
 (vii) promptly following the Administrative Agent’s request therefor, such other information, approvals or opinions respecting the Receivables or the conditions or operations, financial or otherwise,
of the Borrower or any of its Affiliates as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent, the Managing Agents or any Lender in connection with this Agreement;

 (viii) at least 10 Business Days prior to the effectiveness of any removal of any Independent Director of the
Borrower, and within five Business Days after a Responsible Officer of the Borrower has actual knowledge of the death, incapacity or resignation of any Independent Director of the Borrower, notice of such event and the date of occurrence
thereof, together with the name and background of the replacement Independent Director; 

  
 65 









 (ix) at the time of the delivery of the financial statements for the fiscal
year of the Borrower provided for in clause (iii) of this paragraph, the name of the Independent Director of the Borrower as of such date; 
 (x) promptly after the request by the Administrative Agent or any Managing Agent, 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; 
 (xi) as soon as possible after, and in any event within 10 days after any Responsible Officer of the 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 Responsible Officer of the Parent
or the Borrower setting forth details as to such ERISA Event and the action, if any, that the Parent or the Borrower proposes to take with respect thereto; and 
 (xii) such other information (including nonfinancial information) as the Administrative Agent or any Managing Agent may from time to time reasonably request, including any information available to the
Borrower, the Collection Agent or any Originator as any Lender may reasonably request in order to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with the requirements of Article 122a(4) and
(5) of the Banking Consolidation Directive (Directive 2006/48/EC (as amended)) as may be applicable to such Lender (or Liquidity Provider or other program support provider). 
 Documents required to be delivered pursuant to Section 5.02(b)(i), (ii) or (iv) (to the extent any such documents are included in materials otherwise filed with the Securities
and Exchange Commission) shall be deemed to have been delivered on the date on which such documents are available on the Securities and Exchange Commission’s electronic database (EDGAR); provided that upon the request of the
Administrative Agent or any Managing Agent, the Collection Agent shall deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such Person. 

(c) Treatment of Borrower Acquisitions. The Collection Agent will, and will direct the Borrower and the Transferor to, account for
and treat (whether in financial statements, records or otherwise) the transactions contemplated by the Contribution Agreement as capital contributions and sales of the “Transferred Assets” (as defined therein) by the Transferor to the
Borrower. 

  
 66 









 (d) The Receivables. With respect to each Receivable acquired by the Borrower from
the Transferor, the Collection Agent will, and will direct the Borrower to, (i) acquire such Receivable pursuant to and in accordance with the terms of the Contribution Agreement, (ii) take all action necessary to perfect, protect and more
fully evidence the Borrower’s ownership of such Receivable, including (A) filing and maintaining effective financing statements (Form UCC-1) against the Transferor and the applicable Originator in all necessary or appropriate filing
offices, and filing continuation statements, amendments or assignments with respect thereto in such filing offices and (B) executing or causing to be executed such other instruments or notices as may be necessary or appropriate and
(iii) take all additional action that the Administrative Agent may reasonably request to perfect, protect and more fully evidence the respective interests of the parties to this Agreement in the Receivables and other Collateral related thereto.

 (e) Maintenance of Separate Existence. The Collection Agent will, and will direct the Borrower to, do all things
necessary to maintain the Borrower’s limited liability company existence separate and apart from the Transferor and all other Affiliates of the Borrower (including any Originator), including doing or directing the Borrower to do, as specified,
the following: 
 (i) practicing and adhering to corporate formalities, such as maintaining appropriate corporate
books and records, and directing the Borrower to practice and adhere to limited liability company formalities, such as maintaining appropriate limited liability company books and records; 

(ii) directing the Borrower to maintain at all times at least one Independent Director who (v) is not currently and
has not been during the five years preceding the date of this Agreement an officer, director, employee or supplier of an Affiliate of the Borrower, the Transferor or any of the Originators or any of their Subsidiaries (except the Borrower)
(provided, however, that a member of the board of directors who satisfies the requirements of this clause (ii) shall not be disqualified from serving as an Independent Director if he or she is also an independent director of an Affiliate
of the Borrower or any of the Originators or any of their Subsidiaries which is a special purpose bankruptcy-remote entity), (w) is not a current or former officer or employee of the Borrower, (x) is not an equity holder of the Transferor,
any of the Originators or any of their respective Subsidiaries or Affiliates, (y) is an employee of a nationally recognized provider of corporate or structured finance services, and (z) may not be removed by the Borrower’s equity
holders or board of directors except (A) for cause, (B) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent
Director or (C) with the consent of the Administrative Agent and the Managing Agents; provided, that any such removal pursuant to clause (A) or (B) shall not be effective until at least 10 Business Days after written notice to
the Independent Director, the Administrative Agent and the Managing Agents of such removal and the grounds therefor; 
 (iii) directing the Borrower to own or lease pursuant to written leases all office furniture and equipment necessary to operate its business; 

  
 67 









 (iv) directing the Borrower to refrain from (A) guaranteeing or
otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by its Affiliates and (C) holding itself out as responsible for debts of any of its Affiliates or for decisions or actions with
respect to the affairs of any of its Affiliates; 
 (v) directing the Borrower to hold all of the Borrower’s
deposit and other bank accounts and all of the Borrower’s assets separate from those of any other Person; 

(vi) maintaining all of its financial records separate and apart from those of any other Person and ensuring that any of
the Parent’s and Originator’s consolidated financial statements contain appropriate disclosures concerning the Borrower’s separate existence, except, in each case, as may be required by GAAP; 

(vii) directing the Borrower, to the extent applicable, to compensate all its employees, officers, consultants and agents
for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; 

(viii) if the Borrower leases or occupies any office space, directing the Borrower to maintain office space that is
physically segregated from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and, if it requires the use of a telephone, directing the Borrower to maintain a
separate telephone number which will be answered only in the Borrower’s name; 
 (ix) accounting for and
managing, and directing the Borrower to account for and manage, all of the Borrower’s liabilities separately from those of any of its Affiliates; 
 (x) allocating, and directing the Borrower to allocate, on an arm’s-length basis, all operating services, leases and expenses shared by the Borrower and any of its Affiliates, including those
associated with the services of shared consultants and agents and shared computer equipment and software; 
 (xi)
directing the Borrower to refrain from paying dividends or making distributions, loans or other advances to any of its Affiliates except, in each case, as contemplated or permitted by the Facility Documents and as duly authorized by the
Borrower’s board of directors and in accordance with applicable limited liability company law; 
 (xii)
refraining from filing or otherwise initiating or supporting the filing of a motion in any Insolvency Proceeding involving the Transferor, the Borrower, any Originator or any other Affiliate of the Borrower to substantively consolidate assets and
liabilities of the Borrower with the assets and liabilities of any such Person or any other Affiliate of the Borrower; 

  
 68 









 (xiii) maintaining adequate capitalization in light of its business and
purpose; 
 (xiv) directing the Borrower to conduct all of the Borrower’s business (whether written or oral)
solely in its own name; and 
 (xv) directing the Borrower to require that the Borrower’s employees, if any,
when conducting the Borrower’s business identify themselves as such and not as employees of any other Affiliate of the Borrower (including by means of providing appropriate employees with business or identification cards identifying such
employees as the Borrower’s employees); and 
 (xvi) complying with (and causing to be true and correct),
and directing the Borrower to comply with (and cause to be true and correct) each of the facts and assumptions regarding the Borrower contained “Section I - Assumptions of Fact” of the opinion of Kirkland & Ellis LLP pursuant to
Section 3.01. 
 (f) Change in Agreements, Etc. Without the prior written consent of each Managing Agent, the
Collection Agent will not, and will not suffer or permit the Borrower to, (a) amend, modify, waive or terminate any terms or conditions of the Contribution Agreement, the Sale Agreement the Performance Undertaking or any other Facility Document
(other than this Agreement) to which it is a party or assignee, or (b) exercise any discretionary rights granted to the Borrower under the Contribution Agreement pursuant to provisions thereof providing for certain actions to be taken
“with the consent of the Company”, “acceptable to the Company” as “specified by the Company”, “in the reasonable judgment of the Company” or similar provisions, or (c) exercise any discretionary rights
granted to the Borrower, as assignee under the Sale Agreement pursuant to provisions thereof providing for certain actions to be taken “with the consent of the Buyer”, “acceptable to the Buyer” as “specified by the
Buyer”, “in the reasonable judgment of the Buyer” or similar provisions. 
 (g) Keeping of Records and Books
of Account. The Collection Agent will, and will direct the Borrower to, maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Receivables in the event of the
destruction of the originals thereof) and keep and maintain, all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification
of all collections of and adjustments of each Receivable). 
 (h) Credit and Collection Policy. The Collection Agent
will, and will direct the Borrower to, comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract. The Collection Agent shall not make or agree to make or permit any material change in
the Credit and Collection Policy other than in accordance with Section 6.02(c). 
 (i) Change in Payment
Instructions to Obligors. The Collection Agent will not, and will not suffer or permit the Borrower to, (i) add or terminate any bank as a Collection Account Bank or the Concentration Account Bank, (ii) close any Lock-Box, any
Collection 

  
 69 









 
Account or the Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, (iii) make any change to the instructions to
the Obligors that all payments with respect to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the instructions to the Collection Account Bank requiring all available funds in each Collection Account to
automatically sweep to the Concentration Account at the end of each Business Day, in each case, without the prior written consent of the Administrative Agent and each Managing Agent in their sole discretion, which consent shall not be unreasonably
withheld or delayed; provided, if provisions under clauses (i) through (iv) above have been violated with respect to any Lock-Box or Collection Account relating to an individual Originator without the prior knowledge or consent of
the Collection Agent, the Collection Agent (itself or through CHS) shall have the opportunity to cure the violation of this clause (i) within 15 days of obtaining knowledge of such breach by the Originator. 

(j) AccessOne Program Receivables. After May 31, 2012, no Receivables will be sold pursuant to any agreement other than the
Facility Documents, and prior to May 31, 2012, the aggregate Expected Net Value of the AccessOne Program Receivables shall not exceed $500,000. 
 ARTICLE VI 
 ADMINISTRATION, COLLECTION AND MONITORING OF ASSETS 

SECTION 6.01. Appointment and Designation of the Collection Agent. The Borrower may, from time to time, with the consent of
the Administrative Agent, appoint one or more Persons as the Collection Agent of the Borrower to service, administer and collect the Receivables and otherwise to enforce its rights and interests in, to and under the Collateral, including the
Receivables, the Related Security and the Contracts. Any such consent by the Administrative Agent shall be subject to the approval of the Managing Agents pursuant to this Section 6.01. The Collection Agent’s authorization under this
Agreement shall terminate on the Collection Date. Until the Administrative Agent gives notice to the Borrower of a designation of a new Collection Agent after the occurrence and during the continuance of a Servicer Termination Event, or consents to
the appointment by the Borrower of a new “Collection Agent” under and pursuant to the Sale Agreement, the Contribution Agreement and this Agreement, Professional Services is hereby designated as, and hereby agrees to perform the duties and
obligations of, the Collection Agent pursuant to the terms hereof. The Borrower and the Collection Agent may from time to time agree in any collection agency or services agreement among them on the allocation of servicing duties to be performed by
the Collection Agent. Notwithstanding the foregoing, the Administrative Agent may (with the approval of the Managing Agents), after the occurrence and during the continuance of a Servicer Termination Event, designate as Collection Agent any Person
to succeed Professional Services or any successor Collection Agent, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the collection agent pursuant to the terms hereof and in
accordance with applicable Healthcare Laws. The Borrower hereby grants to the Collection Agent and any successor Collection Agent, and the Collection Agent hereby grants to any successor Collection Agent, an irrevocable power of attorney, with full
power of substitution, coupled with an interest, to take any and all steps in the Borrower’s or the Collection Agent’s name, as applicable, and on behalf of the Borrower or the Administrative


  
 70 









 
Agent, as may be necessary or desirable, in the determination of the Collection Agent or successor Collection Agent, as the case may be, to collect all amounts due under any and all Receivables,
including endorsing the Borrower’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Collection Agent may subcontract the performance of its duties and obligations to a
third Person with the prior consent of each Managing Agent, including with respect to Collection Agency Receivables. Any such subcontract shall not affect the Collection Agent’s liability for performance of its duties and obligations pursuant
to the terms hereof, and any such subcontract shall automatically terminate upon designation of a successor Collection Agent. Notwithstanding anything to the contrary contained in this Agreement, the Collection Agent, if not the Borrower or an
Affiliate thereof, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any Receivable that is not a Pledged Receivable other than to deliver to the Borrower or at its
direction, the Collections and documents with respect to any such Receivable that is not a Pledged Receivable as described in Sections 6.03 and 6.07. 
 SECTION 6.02. Collection of Receivables by the Collection Agent; Extensions and Amendments of Receivables. 
 (a) The Collection Agent shall take or cause to be taken all such reasonable actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with Applicable Law,
with reasonable care and diligence, and in accordance with the Credit and Collection Policy; provided, however, that, if a Servicer Termination Event shall have occurred and be continuing, (i) the Administrative Agent shall have the
right to direct the Collection Agent (whether the Collection Agent is the Transferor, an Originator or an Affiliate thereof or otherwise) to commence or settle any legal action, to enforce collection of any Receivable or to foreclose upon or
repossess any Related Security and (ii) the Collection Agent shall not make the Administrative Agent, any Managing Agent or any Lender a party to any litigation without the express written consent of the Administrative Agent, such Managing
Agent or such Lender, as the case may be, such consent not to be unreasonably withheld or delayed. If the Termination Date shall not have occurred, Professional Services, while such Person is the Collection Agent, may, with respect to the
Receivables and, with respect to any Eligible Receivable, in accordance with the Credit and Collection Policy, (i) extend the maturity or adjust the Expected Net Value of any Defaulted Receivable as Professional Services may determine to be
appropriate to maximize Collections thereof and (ii) adjust the Expected Net Value of any Receivable to reflect the reductions or cancellations described in the first sentence of Section 2.09, in each such case (except with respect
to Receivables which are not Eligible Receivables) (x) in accordance with the requirements of the Credit and Collection Policy and (y) provided that such extension or adjustment shall not alter the status of such Receivable as a Defaulted
Receivable or limit the rights of the Administrative Agent, any Managing Agent or any Lender under this Agreement. Except as otherwise permitted pursuant to the immediately preceding sentence, neither the Collection Agent nor the Borrower will
extend, amend, cancel or otherwise modify the terms of any Receivable without the prior written approval of the Administrative Agent, or amend, modify, cancel or waive any term or condition of any Contract related to a Receivable, except to the
extent consistent with the Credit and Collection Policy or otherwise with the prior written approval of the Administrative Agent. 

  
 71 









 (b) Notwithstanding anything else contained herein, neither the Collection Agent nor any
subcontractor or delegatee thereof is the agent of the Administrative Agent, any Managing Agent or any Lender, and they are not permitted to (nor do they have any authority to) (i) establish an office or other fixed place of business of the
Administrative Agent, any Managing Agent or any Lender, or (ii) contract for, or conclude a contract in the name of, the Administrative Agent, any Managing Agent or any Lender. 

(c) The Borrower, the Collection Agent, the Transferor and any applicable Originator may amend the Credit and Collection Policy from time
to time provided that (i) no change shall be made in the Credit and Collection Policy that would be adverse to any of the Lenders, including by impairing the collectibility of any Receivable or the ability of the Borrower or the Collection
Agent to perform its obligations under this Agreement and (ii) in the event that any change is made to the Credit and Collection Policy, promptly following such change and, in any event within 30 days thereof, the Collection Agent shall provide
the Administrative Agent and each of the Managing Agents with an updated Credit and Collection Policy and a summary of all material changes. 
 SECTION 6.03. Distribution and Application of Collections. The Collection Agent shall set aside the Collections of Receivables in accordance with Sections 2.07. The Collection
Agent shall as soon as practicable (and in any event within two Business Days) following receipt turn over to the Borrower or other Person entitled thereto the Collections of any Receivable which is not a Pledged Receivable less, in the event
neither Professional Services nor an Affiliate thereof is the Collection Agent, all reasonable and appropriate out-of-pocket costs and expenses of the Collection Agent of servicing, collecting and administering the Receivables to the extent not
covered by the Servicing Fee received by it. 
 SECTION 6.04. Other Rights of the Administrative Agent. 

(a) At any time following the occurrence and during the continuance of a Servicer Termination Event or the designation pursuant to
Section 6.01 of a Collection Agent other than Professional Services, the Borrower or any Affiliate of either thereof, subject to Applicable Law: 
 (i) The Administrative Agent may or, at the request of the Administrative Agent, the Borrower shall (in either case, at the Borrower’s expense) direct any or all of the Obligors, to pay all amounts
payable under any Receivable directly to the Administrative Agent or its designee; 
 (ii) The Administrative
Agent may or, at the request of the Administrative Agent, the Borrower shall (in either case, at the Borrower’s expense) give each of the Obligors notice of the Administrative Agent’s interests in the Receivables; 

(iii) The Administrative Agent may have a representative present during any or all business hours at each office of the
Borrower, the Transferor, the Collection Agent and the Originators involved in the administration, servicing and collections of the Receivables; 

  
 72 









 (iv) The Administrative Agent, or its representatives, may, during regular
business hours, (i) review any or all Records, computer programs and files related to the administration, servicing and collection of the Receivables and (ii) visit the offices of the Borrower for the purpose of such review, and, at the
Administrative Agent’s request and at the Borrower’s expense, the Borrower shall (i) assemble all Records and make the same available to the Administrative Agent or its designee at a place selected by the Administrative Agent or its
designee, and (ii) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in the manner provided herein or such other manner acceptable to the Managing Agents and, promptly
following receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; 

(v) The Administrative Agent is authorized to date and deliver to the Concentration Account Bank, a notice in
substantially the form attached to the Control Agreement to transfer exclusive control of the Concentration Account to the Administrative Agent; and 
 (vi) The Administrative Agent shall have all other rights and remedies provided under the UCC and other Applicable Law, which rights and remedies shall be cumulative. 

(b) At any time following the occurrence and during the continuance of an ENV Event, the Administrative Agent may, and
shall at the direction of the Managing Agents, itself or through any agent designated by it, determine the Contractual Allowances. The Administrative Agent shall notify the Collection Agent of its determination of the Contractual Allowances at least
10 days prior to the Monthly Report Due Date for the Collection Period immediately prior to such Collection Period, and such Contractual Allowances shall thereafter be approved by each Managing Agent in accordance with Section 6.06.

 SECTION 6.05. Records. The Collection Agent, whether or not the Borrower or an Affiliate thereof, shall hold all
Records in trust for the Borrower and the Administrative Agent, for the benefit of the Secured Parties, in accordance with their respective interests. Subject to the receipt of contrary instructions from the Administrative Agent that are delivered
following the occurrence and continuance of a Servicer Termination Event, the Borrower will deliver all Records to the Collection Agent; provided, however, that the Collection Agent, if other than the Borrower or any Affiliate thereof, shall
as soon as practicable upon demand deliver to the Borrower copies of Records in its possession relating to Receivables. 

SECTION 6.06. Receivable Reporting. 
 (a) On each Monthly Report Due Date, the Collection Agent shall deliver to the Administrative Agent and each Managing Agent a Monthly Report for the preceding Collection Period, which delivery may be in
electronic form. In addition, simultaneously with each delivery of an updated Monthly Report required under the Contribution Agreement and Sale Agreement, the Collection Agent shall deliver a copy of such updated Monthly Report to the Administrative
Agent and each Managing Agent. 

  
 73 









 (b) The Contractual Allowances for the immediately succeeding Collection Period as set forth
in a Monthly Report will be deemed approved by the Administrative Agent and the Managing Agents unless the Administrative Agent or a Managing Agent has notified the Collection Agent, in writing before the later of (i) the last Business Day of
the month in which such Monthly Report is received and (ii) 10 days after receipt by such Person of such Monthly Report, that the Contractual Allowances as set forth therein is not approved. In the event the Contractual Allowances as set forth
in a Monthly Report is not approved, then the most recently approved Contractual Allowances shall remain in effect until the approval under this Section 6.06 of the Contractual Allowances set forth in a subsequent Monthly Report or as
otherwise agreed by the Collection Agent, Administrative Agent and the Managing Agents. 
 SECTION 6.07. Collections and
Lock-Boxes. 
 (a) The Borrower and the Collection Agent will instruct all Obligors to cause all Collections to be either
(i) remitted to a Lock-Box to be retrieved therefrom by the applicable Collection Account Bank for prompt deposit to the applicable Collection Account or (ii) remitted directly to a Collection Account. If the Borrower, the Transferor, the
Collection Agent or any Originator receives any Collections, the Borrower or the Collection Agent will, and shall instruct such Originator to, immediately remit such Collections to the applicable Collection Account within two Business Days of
receipt thereof, and the Collection Agent, the Transferor or the Borrower shall promptly take, or direct the applicable Originator to take, all such actions as are reasonably necessary in the Collection Agent’s or the Borrower’s discretion
or reasonably requested by the Administrative Agent to ensure that future payments from any Obligor be made to a Collection Account or Lock-Box. If the Borrower or the Collection Agent does not, or does not cause the applicable Originator to,
promptly (and in any event within two Business Days from the Administrative Agent’s request) take such actions as the Administrative Agent may reasonably request, then the Administrative Agent, its assigns or designees, may, to the maximum
extent permitted by law take such actions as the Administrative Agent, its assigns or designees may, on its direction, deem appropriate. 
 (b) In accordance with the terms of the Control Agreement, the Collection Agent shall instruct the Concentration Account Bank to allocate and remit Collections in accordance with Sections 2.07
and 2.08; provided, however, that the Administrative Agent may, at any time following a Trigger Event and shall, at the direction of any Managing Agent, revoke the Collection Agent’s authority with respect to the Concentration
Account, direct the Concentration Account Bank to cease taking instructions from the Collection Agent or the Borrower and to thereafter take direction solely from the Administrative Agent in each case by delivery of a notice substantially in the
form attached to the Control Agreement for such purpose. Neither the Borrower nor the Collection Agent will (i) add or terminate any bank as a Collection Account Bank or the Concentration Account Bank, (ii) close any Lock-Box, any
Collection Account or the Concentration Account or open any new lock-box or account to function as a Lock-Box, Collection Account or Concentration Account, (iii) make any change to the instructions to the Obligors that all payments with respect
to the Receivables be made to a Lock-Box or Collection Account or (iv) make any change to the instructions to the Collection Account 

  
 74 









 
Bank as set forth in the Deposit Account Notification Agreement (Government Healthcare Receivables) requiring all available funds in each Collection Account to automatically sweep to the
Concentration Account at the end of each Business Day, in each case, without the prior written consent of the Administrative Agent and each Managing Agent. The Borrower and the Collection Agent each hereby agrees to take, or cause to be taken, any
and all actions reasonably requested by the Administrative Agent to protect and perfect the interest of the Administrative Agent, for the benefit of the Secured Parties, in the event any such change is permitted. 

SECTION 6.08. UCC Matters; Protection and Perfection of Collateral. The Collection Agent will direct the Borrower to, keep
its jurisdiction of organization, principal place of business and chief executive office, and the offices where it keeps its Records, in the jurisdictions and at the addresses set forth on Schedule V, or, in any such case, upon 30
days’ prior written notice to the Administrative Agent, at such other jurisdiction or locations within the United States where all actions reasonably requested by the Administrative Agent to protect and perfect the interest of the
Administrative Agent, for the benefit of the Secured Parties, in the Collateral have been taken and completed. Each of the Borrower and the Collection Agent agrees that from time to time, at the Borrower’s expense, it will promptly execute and
deliver all further instruments and documents, and take all further action that the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the interest in the Collateral acquired by the Administrative Agent
hereunder, or to enable the Administrative Agent to exercise or enforce any of its rights hereunder. Without limiting the generality of the foregoing, each of the Borrower and the Collection Agent agrees that it will upon the request of the
Administrative Agent, execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate. The Borrower hereby authorizes the
Administrative Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Collateral now existing or hereafter arising without the signature of the Borrower where
permitted by law. If the Borrower or the Collection Agent fails to perform any of its agreements or obligations under this Section 6.08, the Administrative Agent may (but shall not be required to) itself perform, or cause performance of,
such agreement or obligation, and the reasonable expenses of the Administrative Agent incurred in connection therewith shall be payable by the Borrower upon the Administrative Agent’s demand therefor. For purposes of enabling the Administrative
Agent to exercise its rights described in the preceding sentence and elsewhere in this Article VI, the Borrower and the Collection Agent each hereby authorizes the Administrative Agent following the occurrence and during the continuance
of a Trigger Event to take any and all steps in the Borrower’s or the Collection Agent’s, as applicable, name and on behalf of the Borrower or the Collection Agent, as the case may be, necessary or desirable, in the determination of the
Administrative Agent, to collect all amounts due under any and all Receivables, including endorsing the Borrower’s or the Collection Agent’s name on checks and other instruments representing Collections and enforcing such Receivables and
the related Contracts, subject to Applicable Law. 
 SECTION 6.09. Obligations With Respect to Receivables. Each of
the Borrower and the Collection Agent will (a) at the Borrower’s expense, regardless of any exercise by the Administrative Agent, any Managing Agent or any Lender of its rights hereunder, timely and fully perform and comply or cause each
of the Originators to perform or comply with all material provisions, covenants and other promises required to be observed by it under the 

  
 75 









 
Contracts related to the Receivables to the same extent as if the Receivables had not been pledged and assigned hereunder and (b) pay or direct the applicable Originator to pay, when due any
taxes, including sales, excise or personal property taxes, payable in connection with the Receivables. In no event shall the Administrative Agent, any Managing Agent or any Lender have any obligation or liability with respect to any Receivables or
related Contracts, nor shall any of them be obligated to perform any of the obligations of the Borrower, the Collection Agent or any Originator or any of their respective Affiliates thereunder. Each of the Borrower and the Collection Agent agrees it
will timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract. 
 SECTION 6.10. Applications of Collections. Any payment by an Obligor in respect of any indebtedness owed by it to the Borrower or any Originator shall, except as otherwise specified by such
Obligor or otherwise required by contract or Applicable Law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor, in the order of the age of such Receivables, starting with the
oldest such Receivable, to the extent of any amounts then due and payable thereunder, before being applied to any other indebtedness, account, general intangible or obligation of such Obligor. 

SECTION 6.11. Annual Servicing Report of Independent Audit Firm. On an annual basis on or before the date which is 90 days
after the end of each fiscal year, beginning with the fiscal year ending December 31, 2012, the Collection Agent shall engage and cause FTI Consulting, Inc. or another firm acceptable to each Managing Agent and the Borrower to provide the
Collection Agent, each Managing Agent and the Administrative Agent with a report setting forth the results of such firm’s review of the Receivables in form and in scope satisfactory to the Administrative Agent, the Managing Agents and the
Collection Agent; provided that in no event shall such report include “Protected Health Information”, as such term is defined in regulations implementing HIPAA; provided further that such independent audit firm shall be
required to enter into a Business Associate Agreement with the Collection Agent. The Borrower hereby authorizes such firm to discuss such affairs, finances and performance with representatives of the Administrative Agent and each of the Managing
Agents. 
 SECTION 6.12. Indemnities by the Collection Agent. (a) Without limiting any other rights which any
Indemnified Party may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Indemnified Party from and against any and all Indemnified Amounts
awarded against or actually incurred by any of them arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of
Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party
any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: 

(i) reliance on any representation made or deemed made by the Collection Agent or any of its officers under or in
connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered; 

  
 76 









 (ii) the failure by the Collection Agent to comply with any term, provision
or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect to any Receivable, the related Contract or the Related Security; 

(iii) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under
the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time; 
 (iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility Documents; 

(v) the commingling of Collections of Receivables at any time with other funds; 

(vi) any action or omission by the Collection Agent that reduces or impairs the rights of the Administrative Agent, any
Managing Agent or any of the Lenders with respect to any Receivable or the value of any Receivable; 
 (vii) any
Servicing Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Fees payable to the Collection Agent hereunder; or 

(viii) any claim brought by any Person other than an Indemnified Party arising from any activity by the Collection Agent
or its Affiliates in servicing, administering or collecting any Receivable. 
 (b) Any amounts subject to the indemnification
provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to
the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related
Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction. 

ARTICLE VII 

EVENTS OF DEFAULT 

SECTION 7.01. Events of Default. If any of the following events (any such event, an “Event of Default”)
shall occur: 
 (a) The Collection Agent or the Borrower shall fail to make any payment or deposit to be made by it hereunder
when due, and, if such failure to make any payment or deposit arises in connection with the payment of Interest or Fees hereunder, such failure shall remain unremedied for five Business Days; or 

  
 77 









 (b) A Borrowing Base Deficiency shall exist and such Borrowing Base Deficiency shall remain
unremedied for three Business Days; or 
 (c) Any representation or warranty made or deemed to be made by the Borrower or the
Collection Agent (or any of their respective officers or agents) under or in connection with any Facility Document, including any Monthly Report or Funding Request other than with respect to the status of a Receivable as an Eligible Receivable, or
any other information, report or officer’s certificate delivered pursuant hereto, shall prove to have been false, incorrect or misleading in any material respect when made or deemed made, unless and solely to the extent (i) such
representation or warranty does not contain a grace period within such provision, and (ii) such misrepresentation is capable of being cured within 10 days, the Borrower and the Collection Agent deliver a written certificate to the
Administrative Agent certifying that such false, incorrect or misleading statement, and all ramifications thereof under this Agreement or any Facility Document has been cured in full (together with such data demonstrating such cure) by earlier to
occur of (x) the date on which written notice shall have been given to the Collection Agent by the Administrative Agent or the Borrower and (y) the date on which a Responsible Officer of the Collection Agent acquires knowledge thereof; or

 (d) The Borrower or the Collection Agent shall fail to perform or observe, beyond the applicable grace or cure period
therein, any term, covenant or agreement (other than any term covenant, or agreement described in another clause of this Section 7.01) contained in any Facility Document on its part to be performed or observed and any such failure (other
than a failure with respect to any of Section 5.01(b), (c), (d), (f), (i), (j), (k), (l), (p) (second sentence), (q), (r), (v) and (x) and Section 5.02(a), (f), (h) (second sentence) and (i),
in each case, as to which no grace period shall apply) shall remain unremedied for 10 days after written notice thereof shall have been given by the Administrative Agent to the Borrower; or 

(e) This Agreement or any other Facility Document shall cease to be effective or be a legally valid, binding and enforceable obligation
of the Borrower or the Collection Agent, as the case may be or any Affiliate thereof shall contest in any manner the effectiveness, validity, binding nature or enforceability of this Agreement or any other Facility Document; or 

(f) (i) The Collection Agent shall fail to pay any principal, interest or other amount due in respect of any Material Indebtedness, in
each case, 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 of the Collection Agent becoming due prior to its
scheduled maturity or that enables or permits (after giving effect to any grace period) the holder or holders of any Material Indebtedness of the Collection Agent or any trustee or agent on its or their behalf to cause any such Debt to become due;
provided that this clause (ii) shall not apply to secured Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Debt; or 

(g) (i) The Borrower, any Material Originator, the Parent, CHS or the Collection Agent shall (A) become insolvent, generally not pay
its debts as such debts become due, or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors, (B) any Insolvency Proceeding or any other proceeding seeking the entry of
an order for relief or the appointment of a receiver, receiver/manager, 

  
 78 









 
custodian, trustee, or other similar official for it or for any substantial part of its property shall be instituted by the Borrower, any Material Originator, the Parent, CHS or the Collection
Agent or (C) any Insolvency Proceeding or any other proceeding seeking the entry of an order for relief or the appointment of a receiver, receiver/manager, custodian, trustee, or other similar official for it or for any substantial part of its
property shall be instituted against the Borrower, any Material Originator, the Parent, CHS or the Collection Agent, and in the case of any Material Originator, the Parent, CHS or the Collection Agent such other proceeding shall remain unstayed for
a period of 60 days, or the requested adjudication, relief or other action sought thereby shall have been made, granted or taken, or (ii) the Borrower, any Material Originator, the Parent, CHS or the Collection Agent shall take any corporate or
entity-level action that authorizes any of the actions set forth above in this Section 7.01(g); or 
 (h) As of the
last day of any Collection Period, (i) the Default Ratio shall exceed 7.0%, (ii) the Delinquency Ratio shall exceed 3.25%, (iii) the Payment Denial Rate shall exceed 1.25%, (iv) the average of the Default Ratio for each of such
Collection Period and the two prior Collection Periods shall exceed 6.50%, or (v) the average of the Delinquency Ratio for each of such Collection Period and the two prior Collection Periods shall exceed 3.00%; or 

(i) The DSO reported on any Monthly Report shall exceed 55 days; or 

(j) (i) There shall have occurred and be continuing an “Event of Termination” under the Sale Agreement without regard to
waivers, supplements or amendments not approved in writing by the Administrative Agent and the Managing Agents, or (ii) the Sale Agreement shall have ceased to be valid, binding and enforceable as against any of the parties thereto without any
amendment, modification, waiver or termination of any terms or conditions thereof, other than as agreed to in writing by the Administrative Agent; or 
 (k) (i) There shall have occurred and be continuing an “Event of Termination” under the Contribution Agreement without regard to waivers, supplements or amendments not approved in writing by the
Administrative Agent and the Managing Agents, or (ii) the Contribution Agreement shall have ceased to be valid, binding and enforceable as against any of the parties thereto without any amendment, modification, waiver or termination of any
terms or conditions thereof, other than as agreed to in writing by the Administrative Agent; or 
 (l) The grant of security
hereunder shall, for any reason, except to the extent permitted by the terms hereof, ceases to create a valid and perfected first priority security interest in each Receivable and the Related Security and Collections with respect thereto, or the
other Collateral granted hereunder; or 
 (m) (i) Any Originator shall have ceased for any reason to sell all of its
“Receivables” under and as defined in the Sale Agreement to the Borrower pursuant to the Sale Agreement, except with (x) the prior consent of the Administrative Agent, which consent will be at its sole discretion and may be
accompanied by an adjustment of concentration limits or purchase limits as determined by the Administrative Agent and the Managing Agents and (y) delivery of an Monthly Report calculated to reflect such change and related adjustments, or
(ii) the assignment to the Administrative Agent of all of the Borrower’s right and title to and interest in the Sale Agreement shall have ceased, for any reason, to be fully effective and enforceable by the Administrative Agent as against
any of the parties to the Sale Agreement; or 

  
 79 









 (n) (i) The Transferor shall have ceased for any reason to contribute all of its
“Receivables” under and as defined in the Contribution Agreement to the Borrower pursuant to the Contribution Agreement, or (ii) the assignment to the Administrative Agent of all of the Borrower’s right and title to and interest
in the Contribution Agreement or the Sale Agreement shall have ceased, for any reason, to be fully effective and enforceable by the Administrative Agent as against any of the parties to the Contribution Agreement or Sale Agreement, as applicable; or

 (o) There shall have occurred a Change in Control; or 

(p) There shall have occurred any material adverse change in the business or financial condition of CHS or the Originators taken as a
whole since December 31, 2011, which could reasonably be expected to affect the value or collectability of the Receivables or the ability of the Borrower, the Collection Agent or any Originator to collect the Receivables or otherwise perform
its respective obligations under this Agreement or any other Facility Document; or 
 (q) A Servicer Termination Event shall
have occurred and be continuing; or 
 (r) CHS or any subsidiary thereof shall fail to perform or observe any term, covenant or
agreement contained in Section 6.12 or Section 6.13 of the Parent Credit Agreement as in effect on the date hereof without regard to any waiver or modification to any of those provisions or any of the defined terms used therein and such
failure shall continue for a period of 10 Business Days after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder (the “Financial Covenant Cure Period”); or

 (s) The Borrower shall have become subject to registration as an “investment company” within the meaning of the
Investment Company Act; or 
 (t) CHS shall fail to perform or observe any term, covenant or agreement required to be performed
by it under the Performance Undertaking beyond the grace period contained therein, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of CHS, or CHS shall directly or indirectly
contest in any manner the effectiveness, validity, binding nature or enforceability of the Performance Undertaking; or 
 (u)
One or more judgments shall be rendered against the Borrower, the Collection Agent or CHS (not paid or fully covered by insurance) 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 the Borrower, the Collection Agent or CHS to enforce any such judgment and such judgment is for the payment of money in an aggregate amount in excess
(x) of $50,000, with respect to the Borrower, or (y) $50,000,000, with respect to the Collection Agent and CHS, collectively; 
 then,
and in any such event, the Administrative Agent may, and shall, at the direction of any Managing Agent (i) with respect any Specified Event, deliver a Specified Notice to the 

  
 80 









 
Borrower, and (ii) with respect to all other Events of Default, by notice to the Borrower (a “Termination Declaration Notice”) declare the Termination Date to have occurred,
except that, in the case of any event described in clause (i)(B) or clause (i)(C) of Section 7.01(g) above, the Termination Date shall be deemed to have occurred automatically without notice upon the
occurrence of such event. Upon any such declaration or automatic occurrence, the Administrative Agent shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC
and other Applicable Law, which rights and remedies shall be cumulative; provided that the Administrative Agent shall continue to comply with Section 10.14(d) in connection with the exercise of such rights and remedies.

 For the purposes of this Section 7.01, a Specified Notice shall be deemed for all purposes to
constitute a Termination Declaration Notice automatically and without further notice or action of any kind or nature, effective on the earlier to occur of (i) the fifth day (or the immediately following Business Day) following the delivery of
such Specified Notice, unless on or before such date, the Borrower has made payment to the Administrative Agent that reduces the outstanding amount of the Obligations to zero, and (ii) the 30th day following the delivery of such Specified Notice to the extent
that any Specified Event is then continuing; provided that, in all events, the Administrative Agent may, and shall, at the direction of any Managing Agent deliver a new Termination Declaration Notice between the 25th and 30th day following the delivery of such Specified Notice, which new Termination Declaration Notice shall become effective
on the fifth day following the delivery thereof. 
 Notwithstanding anything to the contrary contained in this Article VII,
during the Financial Covenant Cure Period and in addition to the Borrower’s rights under Section 2.04(d), the Parent may issue Qualified Capital Stock (as defined in the Parent Credit Agreement) and elect to treat all or any portion of the
net cash proceeds thereof as having increased Consolidated EBITDA (as defined in the Parent Credit Agreement) with respect to such applicable quarter solely for the purpose of determining actual and pro forma compliance with Section 6.12 or
Section 6.13 of the Parent Credit Agreement for purposes of Section 7.01(r) at the end of such applicable quarter and applicable subsequent periods, provided that (a) such proceeds (i) are actually received by the
Parent and contributed to CHS no later than ten days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder and (ii) do not exceed the aggregate amount necessary to cause Parent
to be in compliance with the covenants under Section 6.12 or Section 6.13 of the Parent Credit Agreement for purposes of Section 7.01(r) 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

 INDEMNIFICATION 
 SECTION 8.01. Indemnities by the Borrower. (a) Without limiting any other rights which the Administrative Agent, the Managing Agents, the Lenders, the Liquidity Providers or any of their
respective Affiliates may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, each Managing Agent, each Lender, each Liquidity Provider, each of their respective Affiliates, and each of their
respective 

  
 81 









 
directors, officers, employees, agents and attorneys (all of the foregoing being individually referred to as an “Indemnified Party” and being collectively referred to as
“Indemnified Parties”) from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (excluding Taxes for which provision is made in
Section 2.12) (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or actually incurred by any of them arising out of or resulting from this Agreement or the other Facility
Documents or the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Borrower shall pay on
demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: 

(i) reliance on any representation or warranty made or deemed made by the Borrower or any of its officers under or in
connection with this Agreement or any other Facility Document, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered; 

(ii) the failure by the Borrower to comply with any term, provision or covenant contained in this Agreement, any of the
other Facility Documents, or any Contract, or with any Applicable Law with respect to any Receivable, the related Contract or the Related Security, or the nonconformity of any Receivable, the related Contract or the Related Security with any such
Applicable Law; 
 (iii) the failure to grant to the Administrative Agent, for the benefit of itself and the
Secured Parties, a valid and perfected first priority security interest under Article 9 of the UCC, in and to the Receivables which are, or are purported to be, Collateral, together with all Collections and Related Security, in each case free
and clear of any Lien whether existing at the time of the pledge of any such Receivable or at any time thereafter; 
 (iv) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any
Receivables, whether at the Closing Date or at any subsequent time; 
 (v) any failure of the Borrower to perform
its duties or obligations in accordance with the provisions of this Agreement or the other Facility Documents or to perform its duties under the Contracts; 
 (vi) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which
are the subject of any Receivable or Contract; 
 (vii) any set-off by any Collection Account Bank or the
Concentration Account Bank against Collections; 

  
 82 









 (viii) the failure to pay when due any taxes which are the Borrower’s
responsibility, including sales, excise or personal property taxes payable in connection with the Receivables or the contribution or purchase thereof; 
 (ix) any repayment by the Administrative Agent or any other Indemnified Party of any amount previously distributed in reduction of Revolving Principal Balance or payment of Interest or any other amount
due hereunder, in each case which amount the Administrative Agent or such Indemnified Party believes in good faith is required to be repaid; 
 (x) the commingling of Collections of Receivables at any time with other funds; 
 (xi) any investigation, litigation or proceeding related to this Agreement or the Borrower’s use of proceeds of Advances or the pledge of an interest in the Collateral generally or in respect of any
Receivable, Related Security or Contract (including in connection with the preparation of a defense or appearing as a third party witness in connection therewith and regardless of whether such investigation, litigation or proceeding is brought by
the Borrower, an Indemnified Party or any other Person or an Indemnified Party is otherwise a party thereto); 

(xii) any failure by the Borrower to give reasonably equivalent value to the Transferor in consideration for the transfer
by the Transferor to the Borrower of any Receivables or Related Security, or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including any provision of the
Bankruptcy Law; 
 (xiii) any failure by the Buyer to give reasonably equivalent value to any Originator in
consideration for the transfer by such Originator to the Buyer of any Receivables or Related Security, or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action,
including any provision of the Bankruptcy Law; or 
 (xiv) the inclusion as an Eligible Receivable of any
Receivable any portion of the Expected Net Value of which represents sales taxes. 
 (b) Any amounts subject to the
indemnification provisions of this Section 8.01 shall be paid by the Borrower to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this
Agreement to the contrary, the Borrower shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related
Obligor or (ii) that arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction. 

  
 83 









 ARTICLE IX 
 THE ADMINISTRATIVE AGENT; MANAGING AGENTS 
 SECTION 9.01. Authorization
and Action. The Lenders and each Managing Agent hereby appoint and authorize the Administrative Agent to take such action as agent on their behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by
the terms hereof, together with such powers as are reasonably incidental thereto, including the power and authority to hold and to perfect any ownership interest or security interest created pursuant hereto or in connection herewith on behalf of the
Secured Parties. The Administrative Agent shall not be required to take any action that exposes it to personal liability or that is contrary to this Agreement, the other Facility Documents or Applicable Law. 

SECTION 9.02. Agent’s Reliance, Etc. Neither the Administrative Agent, nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement (including any action taken or omitted to be taken by it or them if the Administrative Agent is
designated as Collection Agent pursuant to Section 6.01) or any other agreement executed pursuant hereto, except for its or their own gross negligence or willful misconduct as determined in a final non-appealable judgment of a court of
competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower, the Originators and CHS), independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (ii) shall not be subject to any fiduciary or other implied duties, regardless of
whether an Event of Default has occurred and is continuing, (iii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the
other Facility Documents, (iv) except as expressly set forth herein and in the other Facility Documents, shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any
of its Affiliates that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity, (v) shall not be responsible to any Managing Agent, any Lender or any other Person for the due
execution, legality, validity, enforceability, genuineness or sufficiency of value of this Agreement or any other agreement, instrument or document furnished pursuant hereto, and (vi) shall incur no liability under or in respect of this
Agreement or any other agreement executed pursuant hereto, by acting upon any notice (including notice by telephone with respect to notices under Section 2.01), consent, certificate or other instrument or writing (which may be by telex
or facsimile) believed by it to be genuine and signed or sent by the proper party or parties. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Lenders or the Managing
Agents, or in the absence of its own gross negligence or willful misconduct. Each Managing Agent shall indemnify upon demand, ratably in accordance with the aggregate Commitments of the related Committed Lenders, the Administrative Agent from and
against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable legal fees and disbursements) with respect to the execution, delivery, enforcement,
performance and administration of this Agreement or any Facility Document contemplated by or referred to herein or therein or the transactions contemplated 

  
 84 









 
hereby or thereby; provided, however, that no Managing Agent shall be liable for the payment to the Administrative Agent of any portion of such liabilities resulting from such the
Administrative Agent’s gross negligence or willful misconduct; provided, further however, that no actions taken in accordance with directions of the Managing Agents shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section 9.02. The Administrative Agent shall not be deemed to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower, the Collection Agent, a
Managing Agent or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Facility
Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Facility Document or any other agreement, instrument or document, or (v) the satisfaction of any condition
set forth in Article III or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 
 SECTION 9.03. Administrative Agent and Affiliates. The Administrative Agent 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 the Administrative Agent. CA-CIB and its Affiliates may generally engage in any kind of business with the Borrower, the Transferor, any Originator or any Obligor, any of their respective Affiliates and any Person who may do
business with or own securities of the Borrower, the Transferor, any Originator or any Obligor or any of their respective Affiliates, all as if CA-CIB were not the Administrative Agent and without any duty to account therefor to any Managing Agent
or any Lender. 
 SECTION 9.04. Resignation of the Administrative Agent. The Administrative Agent may resign as
Administrative Agent hereunder at any time by giving not less than five Business Days’ prior written notice to the Managing Agents, the Borrower and the Collection Agent and shall resign at the request of a Managing Agent at any time that the
Administrative Agent is a Defaulting Lender; such resignation to become effective only upon the later to occur of the earlier of (x) the appointment and acceptance of a successor Administrative Agent as provided below and (y) the 30th day
following delivery of such notice. Upon any such resignation, the Managing Agents and the Committed Lenders that are not Defaulting Lenders shall appoint a financial institution of their choosing (with, if such appointment is to a financial
institution which is not affiliated with the current Administrative Agent or a Managing Agent the prior written consent of the Borrower, such consent not to be unreasonably delayed or withheld) as Administrative Agent. Following the appointment of a
successor Administrative Agent and such successor’s acceptance thereof, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent as
Administrative Agent hereunder, and the resigning Administrative Agent shall be discharged from its duties and obligations as Administrative Agent hereunder. After the Administrative Agent’s resignation, the provisions of this
Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. 

  
 85 









 SECTION 9.05. Payments. If in the opinion of the Administrative Agent the
distribution of any amount received or assets held by it in such capacity hereunder or under any of the other Facility Documents might involve it in liability, it may refrain from making distribution until its right to make distribution shall have
been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount or asset received and distributed by the Administrative Agent is to be repaid or remitted, each Person to whom any such
distribution shall have been made shall either repay to the Administrative Agent its proportionate share of the amount so adjudged to be repaid or shall pay over or return the same in such manner and to such Persons as shall be determined by such
court. 
 SECTION 9.06. Managing Agents. 
 (a) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on
its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or
otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed
any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement, the
other Facility Documents or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the payment in full of the Obligations and the termination of the Commitments hereunder. 

(b) Each Person serving as a Managing 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 a Managing Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any subsidiary or other Affiliate
thereof as if it were not a Managing Agent hereunder. 
 (c) No Managing Agent shall have any duties or obligations except those
expressly set forth herein and in the other Facility Documents. Without limiting the generality of the foregoing, (i) a Managing Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has
occurred and is continuing, (ii) a Managing Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Facility
Documents, and (iii) except as expressly set forth herein and in the other Facility Documents, a Managing Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower
or any of its Affiliates that is communicated to or obtained by the bank serving as Managing Agent or any of its Affiliates in any capacity. A Managing Agent shall not be liable for any action taken or not taken by it with the consent or at the
request of the Lenders members of its Lender Group, or in the absence of its own gross 

  
 86 









 
negligence or willful misconduct. A Managing Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to a Managing Agent by the
Borrower Representative, the Administrative Agent or a Lender, and a Managing Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this
Agreement or any other Facility Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Facility Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article III or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to a Managing Agent. 

(d) A Managing Agent may resign as Managing Agent hereunder at any time by giving not less than five Business Days’ prior written
notice to the applicable Lenders, the Administrative Agent and the Borrower, such resignation to become effective only upon the later to occur of the earlier of (x) the appointment and acceptance of a successor Managing Agent as provided below
and (y) the 30th day following delivery of such notice. Upon any such resignation, the related Lenders shall appoint a financial institution of their choosing as Managing Agent. Following the appointment of a successor Managing Agent and such
successor Managing Agent’s acceptance thereof, such successor Managing Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Managing Agent as Managing Agent hereunder, and the resigning
Managing Agent shall be discharged from its duties and obligations as Managing Agent hereunder. After the Administrative Agent’s resignation, the provisions of this Article IX shall continue in effect for its benefit in respect of
any actions taken or omitted to be taken by it while it was acting as the Managing Agent. 
 ARTICLE X 

MISCELLANEOUS 

SECTION 10.01. Amendments and Waivers. 
 (a) Except as provided in Section 10.01(b), no amendment or modification of any provision of this Agreement or any Facility Document shall be effective without the written agreement of the
Borrower, the Collection Agent, the Administrative Agent and each Managing Agent, and no termination or waiver of any provision of this Agreement or any Facility Document or consent to any departure therefrom shall be effective without the written
concurrence of the Borrower, the Administrative Agent and each Managing Agent. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 

(b) Notwithstanding the provisions of Section 10.01(a), the written consent of each Lender shall be required for any
amendment, modification or waiver (A) reducing any Revolving Principal Balance, or the Interest thereon, for any Fixed Period, or any fee payable to all Lenders, (B) postponing any date for any payment of any Revolving Principal Balance or
the Interest thereon, for any Fixed Period, or for any payment of fees payable under the terms of the Fee Letter, (C) extending the Scheduled Termination Date with respect to the Obligations,


  
 87 









 
(D) increasing the Facility Limit or the Commitment of any Lender, (E) modifying the calculation of the Borrowing Base, (F) releasing all or substantially all of the Collateral, or
(G) modifying the provisions of this Section 10.01. 
 (c) Any time that the Commercial Paper of any Conduit
Lender is being rated by one or more nationally recognized statistical ratings organizations (as applicable) (each, a “Rating Agency”), at the request of such Conduit Lender, no material amendment or modification of any material
provisions hereof or of the Sale Agreement or the Contribution Agreement shall be effective absent confirmation, in form satisfactory to such Conduit Lender, by each such Rating Agency that such amendment or modification will not result in a
withdrawal or downgrading of the then-current rating of the Commercial Paper by such Rating Agency. 
 (d) Notwithstanding any
other provision of this Section 10.01, the provisions of Sections 4.03 hereof, Section 4.02 of the Sale Agreement and Section 4.02 of the Contribution Agreement may not be amended or waived without confirmation from
S&P that the rating of any Conduit Lender’s Commercial Paper by S&P will not be reduced or withdrawn as a result thereof. 
 (e) The Administrative Agent shall provide notice to S&P of any amendment or modification of any provision of this Agreement or the Contribution Agreement. 

(f) Notwithstanding any other provision of this Section 10.01, for so long as the Collection Agent is an Affiliate of CHS and
the Performance Undertaking is in effect, no amendment, waiver or consent shall, without the prior written consent of CHS, affect the rights or duties of CHS under this Agreement (such consent not to be unreasonably withheld or delayed). 

SECTION 10.02. Notices. 
 (a) Addresses. All notices, demands, requests and other communications required or expressly authorized to be made by this Agreement shall be given in writing, unless otherwise expressly specified
herein and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by Electronic Transmission, and addressed to the address set forth on the applicable signature page hereto or, as applicable, the
relevant Assignment and Acceptance or to such other address as shall be notified in writing to the Borrower, the Administrative Agent and each Managing Agent. 
 (b) Effectiveness. 
 (i) All communications described in
clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (x) if delivered by hand or overnight courier service
or sent by Electronic Transmission, on the date of receipt, or (y) if delivered by certified or registered mail, five Business Days after dispatch, in each case under clauses (x) and (y), delivered, sent, transmitted or mailed
(properly addressed) to such party as provided in this Section 10.02 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.02. Notwithstanding the foregoing, no notice,
demand, request or other communication to the Administrative Agent pursuant to Article II shall be effective until received by the Administrative Agent. 

  
 88 









 (ii) The submission by the Borrower or the Collection Agent of any
communication pursuant to an Electronic Transmission shall constitute a representation and warranty by such Person that any representation, warranty, certification or other similar statement required by the Facility Documents to be provided, given
or made by such Person in connection with any such communication is true, correct and complete except as expressly noted in such communication. 
 (c) Each Lender shall notify the Administrative Agent in writing of any changes in the address to which notices to such Lender should be directed, of addresses of its lending office, of payment
instructions in respect of all payments to be made to it hereunder and of such other administrative information as the Administrative Agent shall reasonably request. 
 SECTION 10.03. Electronic Transmissions. Subject to the provisions of Subsection 10.02(a), each of the Administrative Agent, each Managing Agent, each Lender, the Borrower, the
Collection Agent and each of their respective officer, directors, employees and agents, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any
Facility Document and the transactions contemplated therein. The Borrower, the Collection Agent and each Secured Party acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated
with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions. 

SECTION 10.04. Right of Setoff. Without in any way limiting the provisions of Section 2.14, the Administrative
Agent, each Managing Agent and each Lender is hereby authorized (in addition to any other rights it may have) to set-off, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and
any other indebtedness held or owing by the Administrative Agent, such Managing Agent or such Lender to, or for the account of, the Borrower, the Collection Agent, the Transferor or any Originator against any amount owing by the Borrower, the
Collection Agent, the Transferor or any Originator, as the case may be, to such Person or to the Administrative Agent or Managing Agent on behalf of such Person (even if contingent or unmatured); provided, that in the event that any
Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending
such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the other Secured Parties, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement
describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. For avoidance of doubt, the right of setoff set forth in this Section 10.04 does not permit setoff of deposits
and indebtedness held or owing by one Person to or for the account of a second Person against amounts owing by any Person other than such second Person. 

  
 89 









 SECTION 10.05. No Waiver; Remedies. No failure on the part of the Administrative
Agent, any Managing Agent or any Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 

SECTION 10.06. Binding Effect; Assignability. 
 (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Managing Agents, the Administrative Agent, the Collection Agent, and their respective successors and
permitted assigns. 
 (b) The Borrower may not assign any of its rights or delegate any of its duties hereunder or under the
other Facility Documents without the prior written consent of the Administrative Agent and each Managing Agent. A Lender may assign any of its rights and delegate any of its duties hereunder and under the other Facility Documents (i) without
the consent of the Borrower, to any Lender (other than a Defaulting Lender), any Affiliate of any Lender or to any Liquidity Provider and (ii) with the prior written consent of the Borrower (which consent shall not be unreasonably withheld or
delayed), to any other Person; provided that no such consent shall be required during the continuance of an Event of Default. 
 (c) Notwithstanding any other provision of this Agreement, any Lender may at any time in its sole and absolute discretion assign, participate, grant a security interest in, transfer or pledge all or a
portion of its rights (including its rights to payment of the principal and Interest on its Advances) under this Agreement or under its Liquidity Agreement to secure its obligations to a Federal Reserve Bank or any similar entity or federal program,
without notice to or consent of the Borrower (and without the execution of any document in connection therewith); provided that no such assignment under this clause (c) shall release a Lender from any of its obligations hereunder
or substitute any such assignee for such Lender as a party hereto, and the Administrative Agent, the Managing Agents, the other Lenders, the Collection Agent and the Borrower shall have the right to continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. 
 (d) The parties to each assignment
made pursuant to this Section 10.06 shall execute and deliver to the Administrative Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or other transfer instrument reasonably satisfactory in
form and substance to the Administrative Agent, the related Managing Agent and the Borrower. Each such assignment shall be effective as of the date specified in the applicable Assignment and Acceptance or other instrument only after the execution,
delivery, acceptance and recording as described in the preceding sentence. The Administrative Agent shall notify the Borrower of any assignment made pursuant to this Section 10.06. The Administrative Agent, acting solely for this purpose
as an agent of the Borrower, shall maintain at one of its offices 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 Commitments of, and principal amounts
(and stated interest) of the obligations under this Agreement (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders


  
 90 









 
shall 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. The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. This Section 10.06(d) shall be construed so that the obligations under this Agreement are at all times maintained in
“registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. 
 (e) Each Lender may
sell participations, to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment); provided, however, that 

(i) such Lender’s obligations under this Agreement (including its Commitment to the Borrower hereunder) shall remain
unchanged, 
 (ii) such Lender shall remain solely responsible to the other parties to this Agreement for the
performance of such obligations, 
 (iii) the Administrative Agent, the Managing Agents, the other Lenders, the
Collection Agent and the Borrower shall have the right to continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and 

(iv) such Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a
register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each Participant’s interest in the obligations under the this Agreement (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans,
letters of credit or its other obligations under this Agreement) to any person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the
owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a
Participant Register. This Section 10.06(e)(iv) shall be construed so that the obligations under this Agreement are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of
the Code. 
 (v) such Lender obtains a representation from any proposed assignee of such participation that
either (i) the assignee is not acquiring and will not hold the participation with “plan assets” of any “benefit plan investor” within the meaning of Section 3(42) of ERISA or (ii) the acquisition and holding by the
assignee of the participation will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. 

  
 91 









 (f) The Lenders may, in connection with any assignment or participation by any of them or
any proposed assignment or participation pursuant to this Section 10.06, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower, the Collection Agent and the Collateral
furnished to such Lender by or on behalf of the Borrower or the Collection Agent; 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 executed 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 10.14. 
 SECTION 10.07. Term of this Agreement. This Agreement, including
the Borrower’s obligation to observe its covenants set forth in Article V, and the Collection Agent’s obligation to observe its covenants set forth in Articles V and VI, shall remain in full force and effect until
the Collection Date; provided, however, that the rights and remedies with respect to any breach of any representation and warranty made or deemed made by the Borrower or the Collection Agent pursuant to Articles III and IV, the
indemnification and payment provisions of Section 6.12, Article VIII and Article IX and the provisions of Section 2.11, 2.12, 10.10, 10.11 and Section 10.12 shall be continuing and shall
survive any termination of this Agreement. 
 SECTION 10.08. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION
TO VENUE; SERVICE OF PROCESS. 
 (a) THIS AGREEMENT SHALL, IN ACCORDANCE WITH § 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH LENDER, EACH MANAGING AGENT, THE ADMINISTRATIVE AGENT, THE BORROWER AND THE COLLECTION AGENT EACH HEREBY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE UNITED STATES AND THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN NEW YORK COUNTY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY
OTHER FACILITY DOCUMENT, ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO OR THERETO, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS THE MAINTENANCE OF ANY SUCH
ACTION OR PROCEEDING AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. 

(b) Each party hereto agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage
prepaid, to it at its address specified in Section 10.02. Nothing in this Section 10.08 shall affect the right of any party to serve legal process in any other manner permitted by law. 

  
 92 









 SECTION 10.09. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH LENDER, EACH MANAGING AGENT, THE ADMINISTRATIVE AGENT, THE BORROWER AND THE COLLECTION AGENT EACH WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO
ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT, ANY OTHER FACILITY DOCUMENT, ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO OR THERETO, OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. 

SECTION 10.10. Costs, Expenses and Taxes. 
 (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the Lenders and the other Indemnified Parties under Article VIII hereof, the Borrower
agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Managing Agents, the Lenders and the Administrative Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditing
permitted hereunder), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including rating agency fees, auditor fees, the
annual servicing report referred to in Section 6.11 and out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of one external counsel for the Administrative Agent, any Managing Agent and any Lender with respect
thereto, collectively, with respect to advising the Administrative Agent, any Managing Agent and any Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith,
and all costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, any Managing Agent and any Lender in connection with the enforcement of this Agreement and the other documents to be delivered hereunder
or in connection herewith. 
 (b) The Borrower shall pay on demand any and all commissions of placement agents and dealers in
respect of commercial paper notes (to the extent not otherwise received by the applicable Conduit Lender as a portion of Interest) issued to fund or maintain the Advances and any and all stamp, documentary, sales, excise, property and other taxes,
charges, levies and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or the funding or maintenance of Advances hereunder
(“Other Taxes”). 
 SECTION 10.11. Waiver of Consequential Damages. (a) Each of the Collection
Agent, the Transferor and the Borrower agrees that no Indemnified Party shall have any liability to them or any of their equity holders or creditors in connection with this Agreement, the other Facility Documents or the transactions contemplated
thereby on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings), and hereby waives any such claim. 

  
 93 









 (b) The Administrative Agent, each Managing Agent and each Lender agrees that none of the
Transferor, the Originators, the Collection Agent, the Borrower or their respective Affiliates shall have any liability to them or any of their equity holders or creditors in connection with this Agreement, the other Facility Documents or the
transactions contemplated thereby on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings), and hereby waives any such claim. 

(c) The provisions of this Section 10.11 shall survive the termination of this Agreement. 

SECTION 10.12. Recourse Against Certain Parties; No Proceedings. (a) No recourse under or with respect to any
obligation, covenant or agreement (including the payment of any fees or any other obligations) of any Conduit Lender as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection
herewith shall be had against any administrator of such Conduit Lender or any incorporator, affiliate, member, officer, employee or director of such Conduit Lender or of any such administrator, as such, by the enforcement of any assessment or by any
legal or equitable proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that the agreements of each Conduit Lender contained in this Agreement and all of the other
agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the limited liability company obligations of such Conduit Lender; provided that any such liabilities shall be paid by
such Conduit Lender only after the repayment in full of all such Conduit Lender’s Commercial Paper and all other liabilities contemplated in the Facility Documents with respect to such Conduit Lender and that no personal liability whatsoever
shall attach to or be incurred by any administrator of such Conduit Lender or any incorporator, member, affiliate, officer, employee or director of such Conduit Lender or of any such administrator, as such, or any other of them, under or by reason
of any of the obligations, covenants or agreements of such Conduit Lender contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom, and that any and all personal liability of every such
administrator of such Conduit Lender and each incorporator, member, affiliate, officer, employee or director of such Conduit Lender or of any such administrator, or any of them, for breaches by such Conduit Lender of any such obligations, covenants
or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. The provisions of this
Section 10.12 shall survive the termination of this Agreement. 
 (b) Each of the Borrower, the Collection Agent,
the Administrative Agent, the Managing Agents and each other Lender hereby agrees that it will not institute against, or join any other Person in instituting against, any Conduit Lender any proceedings of the type referred to in
clause (i)(C) of Section 7.01(g) so long as any commercial paper issued by such Conduit Lender shall be outstanding or there shall not have elapsed one year and one day since the last day on which any such commercial paper
shall have been outstanding. 
 (c) The Administrative Agent, the Managing Agents and each other Lender hereby agrees that it
will not, and the Collection Agent agrees that it will not, and will not suffer 

  
 94 









 
or permit any Affiliate of the Collection Agent to, institute against, or join any other Person in instituting against, the Borrower any proceedings of the type referred to in
clause (i)(C) of Section 7.01(g) so long as there shall not have elapsed one year and one day since the last day on which any Obligations hereunder shall have been outstanding. 

(d) The provisions of this Section 10.12 shall survive the termination of this Agreement. 

SECTION 10.13. Execution in Counterparts; Severability; Integration. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. In case any provision in or
obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby. This Agreement and the other Facility Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute
the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings other than the fee letters described in Section 2.06. 

SECTION 10.14. Confidentiality. 
 (a) Except to the extent otherwise required by Applicable Law, unless the provider thereof shall otherwise consent in writing each of the Borrower and the Collection Agent agrees that it shall maintain
the confidentiality of information received from any Secured Party related to such Secured Party or its business other than any such information that was available to the Borrower or the Collection Agent on a non-confidential basis prior to its
disclosure by such Secured Party (“Secured Party Information”); provided, however, that the Borrower and the Collection Agent may disclose any Secured Party Information (w) to its and its Affiliates’ officers,
directors, employees and agents, including accountants, legal counsel, administration and 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
Secured Party Information and instructed to keep such Secured Party Information confidential), (x) to the extent such disclosure may be required by Applicable Law, or by any court or administrative agency having jurisdiction over any party or
as may be requested by any regulatory body, (y) to the extent the relevant Secured Party consents in writing to the release of the Secured Party Information, (z) subject to a written confidentiality agreement having terms substantially
similar to this Section 10.14, to the Transferor, any Originator or any Affiliate thereof or to any financial institution or other party that extends or is considering the extension of debt or equity financing or swap or derivative
arrangement to the Transferor, any Originator or any Affiliate thereof, or (aa) as may be required or appropriate in response to a court order or in connection with any litigation; provided further, however, that the Borrower and the
Collection Agent shall have no obligation of confidentiality whatsoever in respect of any Secured Party Information or other information which (i) may be generally available to the public other than as a result of a breach of this
Section 10.14(a), (ii) is in the possession of Borrower or the Collection Agent prior to the date hereof and receipt thereof from a Secured Party, and is not subject to a confidentiality


  
 95 









 
agreement or legal or regulatory restriction on disclosure or (iii) is independently developed by the Borrower or the Collection Agent or one or more of their respective representatives
without violating the terms of this Section 10.14(a). 
 (b) Except to the extent otherwise required by Applicable
Law, unless the provider thereof shall otherwise consent in writing each of the Administrative Agent, each Managing Agent and each Lender agrees that it shall maintain the confidentiality of (i) the Credit and Collection Policy, and
(ii) all other information received from the Borrower, the Collection Agent or any of their Affiliates (each a “CHS Party” and, collectively, the “CHS Parties”) related to such CHS Party or its business, other
than any such information that was available to such Person on a non-confidential basis prior to its disclosure by such CHS Party (“CHS Party Information”); provided, however, that each of the Administrative Agent, any
Managing Agent and any Lender may disclose any CHS Party Information (w) to its and its Affiliates’ officers, directors, employees and agents, including accountants, legal counsel, administration and 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 CHS Party Information and instructed to keep such CHS Party Information confidential), (x) to the extent such disclosure
may be required by Applicable Law, or by any court or administrative agency having jurisdiction over any party or as may be requested by any regulatory body, (y) to the extent the relevant CHS Party consents in writing to the release of the CHS
Party Information, (z) subject to a written confidentiality agreement having terms substantially similar to this Section 10.14, to any actual or prospective assignee of or participant in any of its rights or obligations under this
Agreement and the other Facility Documents, (aa) as may be required or appropriate in response to a court order or in connection with any litigation, (bb) to any Rating Agency in connection with the rating of any Commercial Paper of any Conduit
Lender and (cc) as contemplated by Rule 17g-5 under the Securities Exchange Act of 1934 (and various agreements between the Administrative Agent, any Managing Agent or any Conduit Lender and any nationally recognized statistical rating
organization), to any nationally recognized statistical rating organization which is not then rating such Conduit Lender’s Commercial Paper, and which accesses such CHS Party Information on a website maintained by a Conduit Lender in compliance
with such Rule 17g-5 or (dd) to credit enhancers and dealers and investors in respect of promissory notes of each Conduit Lender in accordance with customary practices of such Conduit Lender for disclosures to credit enhancers, dealers or investors,
as the case may be; provided further, however, that each of the Administrative Agent, each Managing Agent and each Lender shall have no obligation of confidentiality whatsoever in respect of any CHS Party Information or other information
which (i) becomes known or which may be generally available to the public other than as a result of a breach of this Section 10.14(b), (ii) is in the possession of the Administrative Agent, any Managing Agent or and any Lender
prior to receipt thereof from a CHS Party and is not subject to a confidentiality agreement or legal or regulatory restriction on disclosure, or (iii) is independently developed by the Administrative Agent, any Managing Agent or any Lender, or
one or more of their respective representatives without violating the terms of this Section 10.14(b). 
 (c)
Notwithstanding any other provision herein or in any other Facility Document, each Managing Agent, each Lender and the Administrative Agent hereby confirms that the Borrower, the Transferor, each Originator and the Collection Agent (and each
employee, representative or other agent of each such party) may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the transaction contemplated by this Agreement and the other Facility
Documents. 

  
 96 









 (d) The Administrative Agent hereby agrees to comply with the terms and conditions of the
Business Associate Agreement. Each member of the Lender Group hereby agrees to, and shall take reasonable steps to cause each other member of the Lender Group to, comply with all applicable Healthcare Laws (including the provisions set forth in the
Business Associate Agreement, if applicable) regarding confidential patient information, if any, it receives in connection with the transactions described in this Agreement. 
 [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 

  
 97 









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

					
	BORROWER:	 	CHS RECEIVABLES FUNDING, LLC
			
		 	By:	 	 /s/ James W. Doucette

		 		 	Name: James W. Doucette
		 		 	Title: Vice President and Treasurer
		 	 Attention: Rachel A. Seifert
         Executive Vice President, Secretary and
         General Counsel

        Community Health Systems, Inc.

        400 Meridian Blvd.

        Franklin, TN 37067

        Telephone: (615) 465-7000


 Signature Page to 
 Receivables Loan Agreement 








					
	THE COLLECTION AGENT:	 	COMMUNITY HEALTH SYSTEMS PROFESSIONAL SERVICES CORPORATION
			
		 	By:	 	 /s/ James W. Doucette

		 		 	Name: James W. Doucette
		 		 	Title: Vice President and Treasurer
		 	 Attention: Rachel A. Seifert
         Executive Vice President, Secretary and
         General Counsel

        Community Health Systems, Inc.

        400 Meridian Blvd.

        Franklin, TN 37067

        Telephone: (615) 465-7000


 Signature Page to 
 Receivables Loan Agreement 







 
			
	 CRÉDIT AGRICOLE CORPORATE AND
 INVESTMENT BANK, as Administrative Agent, a
 Managing Agent and a Committed
Lender

		
	By:	 	 /s/ Jorge Fries

		 	Name: Jorge Fries
		 	Title: Managing Director
		
	By:	 	 /s/ Sam Pilcer

		 	Name: Sam Pilcer
		 	Title: Managing Director
	
	 Crédit Agricole CIB
 1301 Avenue of the Americas
 New York, NY 10019

Attention: Thomas Luccioni
 Telephone No.:
212-261-3894
 Facsimile No.: 917-849-5584
 Email: thomas.luccioni@ca-cib.com



 Signature Page to 
 Receivables Loan Agreement 







 
			
	 ATLANTIC ASSET SECURITIZATION LLC, as a
 Conduit Lender
  
 by
CRÉDIT AGRICOLE CORPORATE AND
 INVESTMENT BANK, as attorney-in-fact

		
	By:	 	 /s/ Jorge Fries

		 	Name: Jorge Fries
		 	Title: Managing Director
		
	By:	 	 /s/ Sam Pilcer

		 	Name: Sam Pilcer
		 	Title: Managing Director
	
	 Atlantic Asset Securitization LLC
 c/o Crédit Agricole CIB
 1301 Avenue of the Americas

New York, NY 10019
 Attention: Thomas
Luccioni
 Telephone No.: 212-261-3894

Facsimile No.: 917-849-5584
 Email:
thomas.luccioni@ca-cib.com



 Signature Page to 
 Receivables Loan Agreement 







 
			
	 THE BANK OF NOVA SCOTIA, as a Managing Agent and a Committed Lender

		
	By:	 	 /s/ John Frazell

		 	Name: John Frazell
		 	Title: Director
	
	 The Bank of Nova Scotia
 711 Louisiana Street, Suite 1400
 Houston, TX 77002

Attention: Michelle Phillips
 Telephone No.:
713-759-3464
 Facsimile No.: 832-231-9688
 Email: michellec.phillips@scotiabank.com
  
 with a copy to:
  

	 The Bank of Nova Scotia
 One Liberty Plaza, 26th Floor
 New York, NY 10006
 Attention: Norman Last
 Telephone No.: 212-225-5179

Facsimile No.: 212-225-5274
 Email:
norman.last@scotiabank.com



 Signature Page to 
 Receivables Loan Agreement 







 
			
	 LIBERTY STREET FUNDING LLC, as a Conduit
 Lender

		
	By:	 	 /s/ Jill A. Russo 

		 	Name: Jill A. Russo
		 	Title: Vice President
	
	 Liberty Street Funding LLC
 c/o The Bank of Nova Scotia
 Global Securitization Services, LLC

114 West 47th Street, Suite 2310
 New York, NY 10036
 Attention: Jill Russo
 Telephone No.: 212-295-2742

Facsimile No.: 212-302-8767
 Email:
jrusso@gssnyc.com
  
 with a copy to:

 

	 The Bank of Nova Scotia
 One Liberty Plaza, 26th Floor
 New York, NY 10006
 Attention: Norman Last
 Telephone No.: 212-225-5179

Facsimile No.: 212-225-5274
 Email:
norman.last@scotiabank.com



 Signature Page to 
 Receivables Loan Agreement 







 SCHEDULE I 
 LENDERS 
 Commitments and Lender Groups 

 

							
	 Managing Agent
	  	 Conduit Lender, if any
	  	 Committed Lender
	  	Committed
Lender
Commitment
	 CA-CIB
	  	Atlantic Asset Securitization LLC	  	CA-CIB	  	$168,750,000
				
	 The Bank of Nova Scotia
	  	Liberty Street Funding LLC	  	The Bank of Nova Scotia	  	$131,250,000


  
 Sch. I-1









 SCHEDULE II 
 CONDITION PRECEDENT DOCUMENTS 
 As required by Section 3.01 of the Agreement, each of
the following items must be delivered to the Administrative Agent on or before the date of an Advance. Unless otherwise indicated, each of the documents below is dated as of March 21, 2012: 

Document/Action 
  

	 	1.	Receivables Loan Agreement together with all schedules and exhibits 

  

	 	2.	Receivables Purchase and Contribution Agreement together with all schedules and exhibits 


 

	 	3.	Receivables Sale Agreement together with all schedules and exhibits 

  

	 	4.	Originator Notes (as defined in the Sale Agreement) for each of the Specified Originators individually and all of the other Originators collectively


  

	 	5.	Performance Undertaking 

  

	 	6.	Assignment of Agreements 

  

	 	7.	Control Agreement with respect to Concentration Account 

  

	 	8.	Deposit Account Notification Agreement (Government Healthcare Receivables) 


 

	 	9.	Business Associate Agreement 

  

	 	10.	Fee Letter 

  

	 	11.	Officer’s Certificate of CHS concerning the requirements of Section 6.05(b)(ii) of the Parent Credit Agreement 


 

	 	12.	Secretary’s Certificate certifying and attaching (i) a copy of the certificate of incorporation or formation certified by the applicable Secretary of State,
(ii) a copy of the operating agreement, by-laws or partnership agreement, as applicable, as amended through the Closing Date, (iii) a copy of the resolutions adopted, and (iv) the names and signatures of the officers authorized on its
behalf to execute the agreements to be delivered by it, for each of: 

  

	 	(a)	Borrower 

  

	 	(b)	Collection Agent 

  

	 	(c)	Each of the Originators 

  

	 	(d)	CHS 


  
 Sch. II-1









 Document/Action 

 

	 	13.	Good standing certificates and (if principal place of business is not the same as its jurisdiction of organization) certificates of foreign qualification from the
applicable Secretary of State or other official, dated as of the date contained therein, with respect to each of the following entities as set forth below: 


 

	 	(a)	Borrower 

  

	 	(b)	Collection Agent 

  

	 	(c)	Each of the Originators 

  

	 	(d)	CHS 

  

	 	14.	Opinion of Kirkland & Ellis LLP, counsel for the Borrower, Collection Agent, Originators (located in Delaware and Illinois), CHS and Parent as to existence and
good standing, due authorization and execution, non-contravention, governmental approvals, enforceability and creation, perfection and priority of security interests 


 

	 	15.	Opinion of Kirkland & Ellis LLP, counsel for CHS and Borrower relating to issues of “true sale” and “non-consolidation”


  

	 	16.	Opinion of Kirkland & Ellis LLP, counsel for Originators and CHS relating to issue of “true sale” 


 

	 	17.	Opinion of in-house counsel for Borrower, Collection Agent, Originators and CHS regarding additional corporate matters 


 

	 	18.	Opinion of Coppersmith Schermer & Brockelman PLC, health care counsel for the Borrower, Collection Agent, Originators and CHS 


 

	 	19.	Opinion of Bradley Arant Boult Cummings LLP, Alabama local counsel for each of the Originators organized in such local counsel’s jurisdiction


  

	 	20.	Opinion of Kutak Rock LLP, Arkansas local counsel for each of the Originators organized in such local counsel’s jurisdiction 


 

	 	21.	Opinion of Gammage & Burnham, PLC, Arizona local counsel for each of the Originators organized in such local counsel’s jurisdiction


  

	 	22.	Opinion of Rutledge, Ecenia & Purnell, P.A., Florida local counsel for each of the Originators organized in such local counsel’s jurisdiction


  

	 	23.	Opinion of Ballard Spahr LLP, Pennsylvania local counsel for each of the Originators organized in such local counsel’s jurisdiction 


 

	 	24.	Opinion of K&L Gates LLP, South Carolina local counsel for each of the Originators organized in such local counsel’s jurisdiction 


 

	 	25.	Opinion of Bradley Arant Boult Cummings LLP, Tennessee local counsel for each of the Originators organized in such local counsel’s jurisdiction



  
 Sch. II-2









 Document/Action 

 

	 	26.	Opinion of Liechty & McGinnis, LLP, Texas local counsel for each of the Originators organized in such local counsel’s jurisdiction 


 

	 	27.	Opinion of Hancock, Daniel, Johnson & Nagle, P.C., Virginia local counsel for each of the Originators organized in such local counsel’s jurisdiction


  

	 	28.	Results of lien searches (including UCC and tax) from each of the relevant jurisdictions, dated as of the date contained therein, with respect to each of the following:


  

	 	(a)	Borrower 

  

	 	(b)	Collection Agent 

  

	 	(c)	Each of the Originators 

  

	 	(d)	CHS 

  

	 	29.	Form of UCC-1 Financing Statement naming the Borrower, as debtor, and CA-CIB, as Administrative Agent, as secured party which form shall be filed prior to the initial
Advance 

  

	 	30.	Form of UCC-1 Financing Statement naming CHS, as debtor/seller, Borrower, as secured party/purchaser, and CA-CIB, as Administrative Agent, as assignee which form shall
be filed prior to the initial Advance 

  

	 	31.	Forms of UCC-1 Financing Statements (and UCC-3 as necessary) naming each Originator, as debtor/seller, CHS, as secured party/purchaser, Borrower, as assignee, and
CA-CIB, as Administrative Agent, as assignee of Borrower which form shall be filed prior to the initial Advance 

  

	 	32.	Forms of financing statements, if any, necessary to terminate any financing statements covering the Receivables, Related Security or Collections previously filed
against CHS or any Originator in such Person’s jurisdiction of organization which forms shall be filed on or prior to the initial Advance 

  

	 	33.	Approval under Section 6.05(b)(ii) of the Parent Credit Agreement 

  

	 	34.	Credit and Collection Policy 

  

	 	35.	Delivery of the most recent monthly report on March 20, 2012 with respect to the February 2012 collection period 


 

	 	36.	Delivery of pro forma balance sheet of the Borrower (showing initial equity) and the filed financial statements of the consolidated Parent entities as required under
Section 4.01(e) 

  

	 	37.	Funding Request, dated at least one Business Day prior to the initial Advance 


 

	 	38.	Administrative Agent Fee Letter by Borrower and Administrative Agent 

  

	 	39.	Payment of fees and expenses 


  
 Sch. II-3









 SCHEDULE III 
 [Intentionally Omitted] 

  
 Sch. III-1









 SCHEDULE IV 
 NON-GOVERNMENTAL ENTITY OBLIGOR CONCENTRATION PERCENTAGES 
  

					
	 Short-Term Rating
(S&P/Moody’s)
	  	 Long-Term Rating
(S&P/Moody’s)
	  	 Obligor Concentration Percentage

			
	A-1 and above/P-1 and above	  	AAA to A/Aaa to A2	  	20.0%
			
	A-2/P-2	  	A- to BBB+/A3 to Baa1	  	10.00%
			
	A-3/P-3	  	BBB to BBB-/Baa2 to Baa3	  	6.66%
			
	Non Rated or below Investment Grade	  	BB+ and under/Ba1 and under/or unrated	  	4.00%

 For purposes of this provision, an Obligor’s “Short-Term Rating” and “Long-Term
Rating” will be the lower of the Obligor’s short-term debt rating or long-term debt rating, as applicable, from either Moody’s or S&P and the lower of the Short-Term Rating and the Long-Term Rating; provided that if
only one short-term debt rating or only one long-term debt rating is available from the Rating Agencies, such rating shall be such Obligor’s Short-Term Rating or Long-Term Rating, as applicable; provided, however, the Aggregate Excess
Concentration for any Obligor shall be calculated as if such Obligor and all of such Obligor’s Affiliates were one single Obligor, except in the case of Blue Cross/Blue Shield which shall be considered under each individual subdivision (i.e.,
Blue Cross/Blue Shield of Alabama, Blue Cross/Blue Shield of Arizona, etc.). The Collection Agent shall specify on each Monthly Report (as applicable under Section 6.06 herein) the amount of the Aggregate Excess Concentration for each
Obligor. 

  
 Sch. IV-1









 SCHEDULE V 
 JURISDICTION OF ORGANIZATION, 
 PRINCIPAL PLACE OF BUSINESS, CHIEF EXECUTIVE
OFFICE AND LOCATION OF RECORDS 
 The Borrower is organized in Delaware. 
 The principal place of business of the Borrower is 4000 Meridian Blvd., Franklin, TN 37067. 
 The
chief executive office of the Borrower is 4000 Meridian Blvd., Franklin, TN 37067. 
 The Borrower keeps its Records at its principal place of
business. 

  
 Sch. V-1









 SCHEDULE VI 
 SPECIFIED ORIGINATORS 
  

							
	  	 	 Originator
	  	CHS
%	 
	 1.
	 	 Affinity Hospital, LLC
	  	 	99.5	  
	 2.
	 	 Crestview Hospital Corporation
	  	 	95.8	  
	 3.
	 	 Deaconess Health System, LLC
	  	 	96.9	  
	 4.
	 	 Greenbrier VMC, LLC
	  	 	96.0	  
	 5.
	 	 Jackson, Tennessee Hospital Company, LLC
	  	 	96.9	  
	 6.
	 	 Lake Wales Hospital Corporation
	  	 	93.2	  
	 7.
	 	 Laredo Texas Hospital Company, L.P.
	  	 	94.7	  
	 8.
	 	 Mary Black Health System LLC
	  	 	97.9	  
	 9.
	 	 McKenzie-Willamette Regional Medical Center Associates, LLC
	  	 	90.5	  
	 10
	 	 Petersburg Hospital Company, LLC
	  	 	99.3	  
	 11.
	 	 Piney Woods Healthcare System, L.P.
	  	 	91.4	  
	 12.
	 	 San Angelo Hospital, L.P.
	  	 	93.6	  


  
 Sch. VI-1









 EXHIBIT A 
 FORM OF MONTHLY REPORT 
 Previously provided. 

  








 EXHIBIT B 
 FORM OF PERFORMANCE UNDERTAKING 
 Attached. 

  








 COLLECTION AGENT PERFORMANCE UNDERTAKING, dated as of
[            ] (as it may be amended, restated or otherwise modified from time to time, this “Agreement”), made by CHS/Community Health Systems, Inc., a corporation
organized and existing under the laws of Delaware (“CHS”), in favor of Credit Agricole Corporate and Investment Bank as administrative agent (the “Administrative Agent”) on behalf of those several commercial paper
conduits and those several financial institutions that are parties from time to time to the Loan Agreement referred to below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in the Loan Agreement
(as defined below). 
 PRELIMINARY STATEMENTS: 
 1. CHS and each Person listed on Schedule I of the Sale Agreement (as defined below) (each an “Originator” and, collectively, the “Originators”) and Community Health
Systems Professional Services Corporation (“Professional Services”), as the collection agent and the authorized representative, have entered into that certain Receivables Sale Agreement, dated as of March 21, 2012 (such
agreement, as it may hereafter be amended, restated or otherwise modified from time to time, the “Sale Agreement”), pursuant to which the Originators will sell, and CHS will purchase, the Receivables (as defined therein).

 2. CHS, CHS Receivables Funding, LLC (the “Borrower”) and Professional Services, as collection agent, have
entered into that certain Receivables Purchase and Contribution Agreement, dated as of March 21, 2012 (such agreement, as it may hereafter be amended, restated or otherwise modified from time to time, the “Contribution
Agreement”), pursuant to which CHS will sell or contribute the Receivables (as defined therein) to the Borrower. 
 3.
The Borrower, as borrower, the several commercial paper conduits party thereto, as conduit lenders (the “Conduit Lenders”), the several financial institutions party thereto, as committed lenders (the “Committed
Lenders” and together with the Conduit Lenders, the “Lenders”), the several financial institutions party thereto, as managing agents, the Administrative Agent and Professional Services, as collection agent (the
“Collection Agent”), have entered into a Receivables Loan Agreement, dated as of March 21, 2012 (such agreement, as it may hereafter be amended, restated or otherwise modified from time to time, the “Loan
Agreement”), pursuant to which the Borrower may request advances from the Lenders. 
 4. CHS, as the owner, directly or
indirectly, of all of the outstanding equity interests of the Borrower and the Collection Agent, will derive substantial benefit from the transactions contemplated under the Sale Agreement, the Contribution Agreement and the Loan Agreement.

 5. It is a condition precedent to the making of Advances under the Loan Agreement that CHS shall have executed and delivered
this Agreement. 
 Accordingly, in consideration of the premises and in order to induce the Lenders to make Advances under the
Loan Agreement, CHS hereby agrees as follows: 







 SECTION 1. Unconditional Undertaking. CHS hereby unconditionally and irrevocably
undertakes and agrees with and for the benefit of the Lenders and the Administrative Agent to cause the due and punctual performance and observance by the Collection Agent and its successors and assigns (provided that such successor or assign is a
subsidiary of CHS) of all of the terms, covenants, conditions, agreements, duties and obligations on the part of the Collection Agent to be performed or observed under the Sale Agreement, the Contribution Agreement or the Loan Agreement or any
document delivered in connection with the Sale Agreement, the Contribution Agreement or the Loan Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Collection Agent now or hereafter
existing under the Sale Agreement, the Contribution Agreement or the Loan Agreement, whether for the deposit of Collections, indemnification payments or otherwise (such terms, covenants, conditions, agreements, undertakings and other obligations of
the Collection Agent being the “Undertaking Obligations”), and agrees to pay any and all expenses (including outside counsel fees and expenses) incurred by the Administrative Agent or the Lenders in enforcing any rights under this
Agreement. In the event that the Collection Agent shall fail in any manner whatsoever to perform or observe any of the Undertaking Obligations when the same shall be required to be performed or observed under the Sale Agreement, the Contribution
Agreement or the Loan Agreement or any such other document, then CHS, upon the earlier of its actual knowledge and its receipt of written notice from the Administrative Agent thereof (the “Undertaking Date”), will itself duly and
punctually perform or observe, or cause to be duly and punctually performed or observed, such Obligation, within two Business Days of the Undertaking Date with respect to the Undertaking Obligations involving cash management or Collections, and
within 10 days of the Undertaking Date with respect to all other Undertaking Obligations, and it shall not be a condition to the accrual of the obligation of CHS hereunder to perform or observe any Obligation (or to cause the same to be performed or
observed) that the Administrative Agent or the Lenders shall have first made any request of or demand upon or given any notice to the Borrower or the Collection Agent or their respective successors or assigns or any other Person, or have instituted
any action or proceeding against the Borrower or the Collection Agent or their respective successors or assigns in respect thereof or any other Person. Without limiting or expanding the foregoing, it is understood and agreed that the Undertaking
Obligations shall not include, and CHS shall not guaranty or otherwise be liable to any Person for (i) any amounts due that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor,
(ii) any losses, damages, liabilities or expenses not constituting Undertaking Obligations or (iii) any amounts that arise solely from such Person’s gross negligence, bad faith or willful misconduct as determined in a final
non-appealable judgment of a court of competent jurisdiction. 
 SECTION 2. Obligations Absolute. CHS undertakes that the
Undertaking Obligations will be performed or paid strictly in accordance with the terms of the Sale Agreement, the Contribution Agreement or the Loan Agreement or any other document delivered in connection with the Sale Agreement, the Contribution
Agreement or the Loan Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders with respect thereto (other than where
such law, regulation or order prohibits the performance by CHS of the Undertaking Obligations). The obligations of CHS under this Agreement are independent of the Undertaking Obligations, and a separate action or actions may be brought and
prosecuted against CHS to enforce this Agreement, irrespective of whether any action is brought against the Borrower or the Collection Agent or whether the Borrower or the Collection Agent is joined in any such action or actions. The liability of
CHS under this Agreement shall be absolute and unconditional irrespective of: 

  
 2 








 (i) any lack of validity or enforceability of the Undertaking Obligations or
any agreement or instrument relating thereto; 
 (ii) any change in the time, manner or place of payment of, or
in any other term of, all or any of the Undertaking Obligations, or any other amendment or waiver of or any consent to departure from the Sale Agreement, the Contribution Agreement or the Loan Agreement or any other agreement or instrument relating
thereto, including, without limitation, any increase in the Undertaking Obligations resulting from additional Advances or otherwise; 
 (iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Undertaking
Obligations; 
 (iv) any manner of application of collateral, or proceeds thereof, to all or any of the
Undertaking Obligations, or any manner of sale or other disposition of any collateral for all or any of the Undertaking Obligations or any other assets of the Borrower, the Collection Agent or any of its subsidiaries; 

(v) any change, restructuring or termination of the corporate structure or existence of the Borrower or Collection Agent
or any of their respective subsidiaries; or 
 (vi) any other circumstance that might otherwise constitute a
defense available to, or a discharge of, the Collection Agent. 
 This Agreement shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Undertaking Obligations is rescinded or must otherwise be returned by the Administrative Agent or Lender upon the insolvency, bankruptcy or reorganization of the Collection Agent or otherwise, all as
though payment had not been made. 
 SECTION 3. Waiver. CHS hereby waives promptness, diligence, notice of acceptance and
any other notice with respect to any of the Undertaking Obligations and this Agreement and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto
or exhaust any right or take any action against the Collection Agent or any other Person or entity or any Collateral. 
 SECTION
4. Subrogation. Until all Obligations (other than contingent obligations not then due and owing) are paid in full, CHS hereby waives and releases all rights of subrogation against the Borrower or the Collection Agent and their respective
property and all rights of indemnification, contribution and reimbursement from the Borrower or the Collection Agent and their respective property, in each case in connection with this Agreement and any payments made hereunder, and regardless of
whether such rights arise by operation of law, pursuant to contract or otherwise. 

  
 3 








 SECTION 5. Representations and Warranties. CHS hereby represents and warrants as
follows: 
 (a) CHS is a corporation duly incorporated, validly existing and in good standing under the laws of
the jurisdiction indicated at the beginning of this Agreement. 
 (b) The execution, delivery and performance by
CHS of this Agreement are within CHS’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) CHS’s organizational documents, (ii) any Applicable Law except where such
contravention could not reasonably be expected to result in a Material Adverse Effect, and (iii) any material contractual restriction binding on or affecting it or its property other than such restrictions that could not reasonably be expected
to adversely affect CHS’s ability to perform its obligations hereunder. 
 (c) No authorization or approval
or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by CHS of this Agreement, except (i) such as have been made or obtained and are in
full force and effect and (ii) where the failure to make or obtain could not reasonably be expected to adversely affect CHS’s ability to perform its material obligations hereunder. 

(d) This Agreement constitutes the legal, valid and binding obligation of CHS enforceable against CHS in accordance with
its terms subject to bankruptcy and similar laws affecting creditors generally and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 

(e) (i) The Parent’s audited consolidated balance sheet as at December 31, 2011, and the related audited
consolidated statements of income and cash flow for the fiscal year of the Parent then ended reported on by Deloitte & Touche LLP, copies of which have been furnished to the Administrative Agent, present fairly in all material respects in
accordance with GAAP the financial position of the Parent and its consolidated subsidiaries as at December 31, 2011, and the results of operations of the Parent and its consolidated subsidiaries for the fiscal year of the Parent then ended,
which financial statements present fairly in all material respects in accordance with GAAP the financial position of the Parent and its consolidated subsidiaries as at such date, and the results of operations of the Parent and its consolidated
subsidiaries for the fiscal year then ended; and 
 (ii) Since December 31, 2011, (A) no material
adverse change has occurred in the business, assets, liabilities, financial condition or results of operations of the Parent and its subsidiaries taken as a whole, and (B) no event has occurred or failed to occur which has had or could
reasonably be expected to result in, singly or in the aggregate, a Material Adverse Effect. 
 (f) Except as
disclosed in the periodic and other reports, proxy statements and other materials filed with or publicly furnished to the U.S. Securities Exchange Commission by the Parent and its subsidiaries prior to the date hereof, there is no


  
 4 








 
material pending legal proceeding (i) other than ordinary routine litigation incidental to the business, to which the Parent or any of its subsidiaries is a party or of which any of their
property is the subject, or (ii) that could reasonably be expected to impair any material rights, remedies or benefit that otherwise would be available to CHS, the Company, the Collection Agent or the Administrative Agent to obtain Collections
on the Receivables. None of the Parent, CHS, any Originator or the Collection Agent is in default with respect to any order of any court, arbitrator or governmental body except for defaults with respect to orders of governmental agencies which
defaults are not material to the business or operations of the Parent and its subsidiaries taken as a whole. 

(g) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

 (h) CHS is the registered and beneficial owner, directly or indirectly, of (i) all of the issued and
outstanding shares of each class of the capital stock of the Collection Agent and (ii) all of the issued and outstanding limited liability company interest of the Borrower. 

(i) The obligations of CHS under this Agreement do rank and will rank at least pari passu in priority of payment and in
all other respects with all other Debt of CHS. 
 CHS shall be deemed to repeat the representations and warranties contained in
this Section 5 as of the date of each Advance under the Loan Agreement. 
 SECTION 6. Covenants. CHS covenants and
agrees that, until the Collection Date, CHS will, unless the Administrative Agent shall otherwise consent in writing: 
 (a) Compliance with Laws; Preservation of Existence. CHS shall comply in all material respects with all Applicable Law (including all applicable Healthcare Laws), orders and the Facility Documents
and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges, except where the failure to comply could not reasonably be expected to materially adversely affect CHS’s ability to perform its obligations
hereunder. 
 (b) Reporting Requirements. Furnish to the Administrative Agent such information, documents,
records or reports respecting the condition or operations, financial or otherwise, of CHS or any of its subsidiaries that are party to the Facility Documents as the Administrative Agent may from time to time reasonably request within a reasonable
amount of time following such request. 
 (c) Stock Ownership. Be the registered and beneficial direct or
indirect owner of (i) all of the issued and outstanding shares of each class of the capital stock of the Collection Agent and (ii) all of the issued and outstanding limited liability company interest of the Borrower. 

  
 5 








 SECTION 7. Payments Free and Clear of Taxes, Etc. 

(a) Any and all payments by CHS hereunder shall be made free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, (1) in the case of any Lender, any the Administrative Agent, net income taxes and branch profits taxes that are imposed by the United
States, (2) franchise taxes, net income taxes and branch profits taxes that are imposed on such Lender or the Administrative Agent by the state or non-United States jurisdiction under the laws of which such Lender or the Administrative Agent
(as the case may be) is organized or conducts business or any political subdivision thereof, (3) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party hereto (or designates a new lending office), except to the extent that such Foreign was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from CHS with respect to such
withholding tax pursuant to this Section 8(a), (4) any U.S. federal withholding Taxes imposed under FATCA, and (5) Taxes attributable to such recipient’s failure to comply with Section 8(d) (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If CHS or the Administrative Agent shall be required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Lender or the Administrative Agent, (i) CHS shall make an additional payment to such Lender or the Administrative Agent, as the case may be, in an amount sufficient so that, after making all required deductions (including
deductions applicable to additional sums payable under this Section 8), such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made,
(ii) CHS or the Administrative Agent, as the case may be, shall make such deductions and (iii) CHS or the Administrative Agent, as the case may be, shall pay the full amount deducted to the relevant taxation authority or other authority in
accordance with Applicable Law. Within 30 days after the date of any such payment of Taxes, CHS or the Administrative Agent, as the case may be, will furnish to such Lender or the Administrative Agent (as the case may be) the original or a certified
copy of a receipt evidencing payment thereof. 
 (b) In addition, CHS agrees to pay any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as
“Other Taxes”). 
 (c) CHS will indemnify the Lenders and the Administrative Agent for the full amount of Taxes
or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by the Lenders or the Administrative Agent (as the case may be) and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date the Lenders or the Administrative Agent
(as the case may be) makes written demand therefor. A certificate as to the amount of such indemnification submitted to CHS by the Lenders or the Administrative Agent (as the case may be), setting forth, in reasonable detail, the basis for and the
calculation thereof, shall be conclusive and binding for all purposes absent manifest error. 

  
 6 








 (d) 
 (i) Each Lender and the Administrative Agent that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any this Agreement shall deliver to CHS and the
Administrative Agent, at the time or times reasonably requested by CHS or the Administrative Agent, such properly completed and executed documentation reasonably requested by CHS or the Administrative Agent as will permit such payments to be made
without withholding or at a reduced rate of withholding. In addition, each Lender and the Administrative Agent, if reasonably requested by CHS or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by CHS or the Administrative Agent as will enable CHS or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the
contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 8(d)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 

(ii) Without limiting the generality of the foregoing, in the event that CHS is a U.S. Person within the meaning of
Section 7701(a)(30) of the Code, 
 (A) any Lender that is a U.S. Person shall deliver to CHS and the Administrative Agent
on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such
Lender is exempt from U.S. federal backup withholding tax; 
 (B) any Foreign Lender shall, to the extent it is legally entitled
to do so, deliver to CHS and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party
(x) with respect to payments of interest under this Agreement, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income”
article of such tax treaty; 

  
 7 








 (ii) executed originals of IRS Form W-8ECI; 

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate substantially in the form of either Exhibit A-1 or Exhibit A-2 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a
“10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) executed originals of IRS Form W-8BEN; or 
 (iv) to the extent a Foreign
Lender is not the beneficial owner, or is a partnership, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit A-3 or Exhibit A-4, IRS Form W-9,
and/or other certification documents from each beneficial owner or direct or indirect partner, as applicable. 
 (C) if a payment
made to a recipient under any this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such recipient 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 recipient shall deliver to CHS and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by CHS or the Administrative 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 CHS or the Administrative Agent as may be necessary for CHS and the
Administrative Agent to comply with their obligations under FATCA and to determine that such recipient has complied with such recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for
purposes of this clause (C), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it
shall update such form or certification or promptly notify CHS and the Administrative Agent in writing of its legal inability to do so. 
 (e) If the a Lender and the Administrative Agent determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by CHS or with respect to which CHS has
paid additional amounts pursuant to this Section, it shall pay to CHS an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by CHS under this Section with respect to the Taxes giving rise to
such refund), net of all out-of-pocket expenses of the such Lender or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that
CHS, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to CHS (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender or


  
 8 








 
Administrative Agent, in the event the Lender or Administrative Agent, is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the
Administrative Agent or any Lender to have any obligation to file for or otherwise pursue any refund of Taxes withheld or deducted from funds paid for the account of such Agent or Lender or make available its tax returns (or any other information
relating to its taxes that it deems confidential) to CHS or any other Person. 
 (f) Without prejudice to the survival of any
other agreement of CHS hereunder, the agreements and obligations of CHS contained in this Section 7 shall survive any termination of the Loan Agreement. 
 SECTION 8. Consent to Jurisdiction; Waiver of Jury Trial. 
 (a) CHS HEREBY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE UNITED STATES AND THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN NEW YORK COUNTY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, ANY OTHER UNDERTAKING OBLIGATIONS, ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO OR THERETO, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. CHS HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS THE MAINTENANCE OF ANY
SUCH ACTION OR PROCEEDING AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. 
 (b) CHS agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to it at its address specified in Section 10. Nothing in this
Section 8 shall affect the right of the Lenders or the Administrative Agent to serve legal process in any other manner permitted by law. 
 (c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, CHS WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN CHS AND THE LENDERS OR THE
ADMINISTRATIVE AGENT ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT, ANY OTHER UNDERTAKING OBLIGATION, ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO OR THERETO, OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. 
 SECTION 9. Amendments, Etc. No amendment or waiver of any provision of this Agreement or consent to any departure by CHS herefrom shall be effective unless in a writing signed by the Administrative
Agent as Administrative Agent for the Lenders (and, in the case of any amendment, also signed by CHS), and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.


  
 9 








 SECTION 10. Addresses for Notices. All notices and other communications hereunder
shall be in writing (which shall include facsimile communication) and faxed or delivered, if to the Administrative Agent, at its address at 1301 Avenue of the Americas, New York, NY 10019, Attention: Thomas Luccioni, Facsimile No. 917-849-5584, and
if to CHS, at its address at 4000 Meridian Boulevard, Franklin, Tennessee 37067, Attention: Rachel A. Seifert, Facsimile No. 615-373-9704, or, as to any party, at such other address as shall be designated by such party in a written notice to
each other party. Notices and communications by facsimile shall be effective when sent, and notices and communications sent by other means shall be effective when received. 
 SECTION 11. No Waiver; Remedies. No failure on the part of the Administrative Agent or any owner of a Receivable to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided
by law. 
 SECTION 12. Continuing Agreement; Assignments under Loan Agreement. This Agreement is a continuing agreement
and shall (i) remain in full force and effect until the Collection Date, (ii) be binding upon CHS, its successors and assigns, and (iii) inure to the benefit of, and be enforceable by, the Administrative Agent, each Lender and their
respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), any Lender may assign all or any of its rights under the Loan Agreement subject to the terms of the Loan Agreement, and such assignee
shall thereupon become vested with all the benefits in respect thereof granted to such assignor herein or otherwise. 
 SECTION
13. Governing Law. This Agreement shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by, and construed in accordance with, the law of the State of New York without regard to any
conflict of laws principles thereof that would call for the application of the laws of any other jurisdiction. 

  
 10 









 IN WITNESS WHEREOF, CHS has caused this Agreement to be duly executed and delivered by its
officer thereunto duly authorized as of the date first above written. 
  

			
	CHS/COMMUNITY HEALTH SYSTEMS, INC.
		
	By	 	 
		 	Title:


 ACKNOWLEDGED AND AGREED: 
 CHS RECEIVABLES FUNDING, LLC 
 By    
                                         
                    
 Title: 

[Signature Page to Collection Agent Performance Undertaking] 







 EXHIBIT C 
 FORM OF FUNDING REQUEST 
 Dated as of
            , 20     
 The undersigned, hereby
certifies, with respect to the Advance to be made on the date indicated below pursuant to that certain Receivables Loan Agreement dated as of March 21, 2012 (as the same may be amended, supplemented or otherwise modified, renewed, restated or
replaced from time to time, the “Loan Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Loan Agreement), among CHS Receivables Funding, LLC, as borrower (the
“Borrower”), Atlantic Asset Securitization LLC, as a conduit lender (“Atlantic”), Liberty Street Funding LLC, as a conduit lender (“Liberty Street” and together with Atlantic, the “Conduit
Lenders”), The Bank of Nova Scotia, as a committed lender (“Scotia”), Credit Agricole Corporate and Investment Bank (“Credit Agricole”), as a committed lender (together with Scotia, the “Committed
Lenders” and together with the Conduit Lenders, the “Lenders”), as administrative agent (in such capacity, the “Administrative Agent”), and Community Health Systems Professional Services Corporation, as
collection agent (the “Collection Agent”), that: 
 (a) the Borrower requests the following Advance on the
terms and conditions stated in the Loan Agreement: 
 (i) the requested Business Day for the Advance is
[            ], 20[    ] (the “Funding Date”);1 and 
 (ii) the aggregate amount of the requested Advance is $[            ],2 [of which [    ]% or $[            ] is
requested from Credit Agricole in its capacity as Managing Agent and [    ]% or $[            ] is requested from Scotia in its capacity as Managing Agent]; 

(b) the outstanding amount of Advances under the Loan Agreement as of the Funding Date before giving effect to the Advance will be
$[            ], and after giving effect to the Advance will be $[            ]; 

(c) the information for the account to which the Advance should be funded is set forth below: 

 

			
	[insert name of the beneficiary bank]	  	
		
	[insert address of the beneficiary bank]	  	

  

	1 	 The requested date shall be no sooner than one Business Day from the execution and delivery of the Funding Request. 



	2 	 The aggregate amount of the requested Advance shall be in an amount equal to at least $1,000,000, with increments of $50,000 thereafter.











			
	[insert name of the beneficiary]
	 Account No.:

ABA No.:
 Reference:
	 	 [            ]
 [            ]

[            ]


 (d) the Collection Agent has delivered, or will deliver on or before the Funding Date (as defined below),
to the Administrative Agent (i) a Monthly Report in form and substance satisfactory to the Administrative Agent dated no more than one month before the Funding Date, and (ii) such additional information as the Administrative Agent has
reasonably requested; 
 (e) the representations and warranties contained in Section 4.01 of the Loan Agreement will
be correct on and as of the Funding Date as though made on and as of such date, except for those that refer to specific dates, which will be correct as of the dates indicated therein; 

(f) no event has occurred and is continuing, or would result from the Advance requested hereunder, which constitutes an Event of Default,
or would, with the passage of time or the giving of notice, constitute and Event of Default; 
 (g) on and as of the Funding
Date, after giving effect to the Advance requested hereunder, a Borrowing Base Deficiency will not exist; 
 (h) no law or
regulation will prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality will prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions of
the Loan Agreement; 
 (i) on the Funding Date, the requested Advance will not exceed the Availability on the Funding Date.

 [Signature Page Follows] 







 IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed by its
duly authorized officer as of the date first set forth above. 
  

			
	CHS RECEIVABLES FUNDING, LLC
		
	By:	 	  

		 	Name:
		 	Title:









 EXHIBIT D 
 FORM OF BUSINESS ASSOCIATE AGREEMENT 
 Attached. 







 BUSINESS ASSOCIATE AGREEMENT 

This CA-CIB Business Associate Agreement (the “Business Associate Agreement”) is made as of
[                    ] (the “Effective Date”), by and among CHS Receivables Funding, LLC and Community Health Systems Professional Service
Corporation (collectively, “CHS Entity”) and Credit Agricole Corporate and Investment Bank (“CA-CIB”), for itself and each of the other lenders party to the Receivables Loan Agreement, dated as of March 21, 2012, among the
CHS Entity, the lenders and managing agents party thereto from time to time and CA-CIB, as administrative agent for the lenders (the “Loan Agreement”), that on behalf of CHS Entity performs or assists in the performance of a function or
activity involving PHI (as defined below) (collectively the “Parties”) to comply with Privacy Standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160 and 164,
subparts A and E (“the Privacy Rule”), the Security Standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160, and 164, subpart C (“the Security Rule”),
and the Breach Notification Standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. part 164, subpart D (“the Breach Notification Rule”) (together with the Privacy Rule and
the Security Rule are collectively referred to herein as the “HIPAA Rules”). 
 RECITALS 

WHEREAS, CA-CIB performs, or assists in the performance of, functions or activities on behalf of CHS Entity (“Services”); 

WHEREAS, in connection with these Services, CHS Entity may disclose to CA-CIB certain Protected Health Information (as defined below) that is subject to
protection under the HIPAA Rules; and 
 WHEREAS, the HIPAA Rules require that CHS Entity receive adequate assurances that CA-CIB will comply
with certain obligations with respect to the Protected Health Information received in the course of providing services to or on behalf of CHS Entity. 
 NOW THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree
as follows: 
  

	A.	Definitions. 

  

	 	1.	Unless otherwise provided, all capitalized terms in the Agreement will have the same meaning as provided under the Privacy Rule, the Security Rule, and the Breach
Notification Rule. 

  

	 	2.	Protected Health Information or PHI, as defined by the Privacy Rule, for this Business Associate Agreement means PHI that is received from, or created on behalf of, CHS
Entity by CA-CIB. 









	B.	Purposes for which PHI May Be Disclosed to CA-CIB. In connection with the Services provided by CA-CIB to or on behalf of CHS Entity, CHS Entity may disclose PHI
to CA-CIB during the performance of the Services. 

  

	C.	Obligations of CA-CIB. 

  

	 	1.	Compliance with Laws. CA-CIB agrees to comply with applicable federal confidentiality and security laws, specifically the provisions of the Privacy Rule,
Security Rule and Breach Notification Rule that are applicable to CA-CIB, and with the requirements of Title XIII, Subtitle D of the Health Information Technology for Economic and Clinical Health (“HITECH”) Act, codified at 42 U.S.C.
§§ 17921-17954 and any regulations issued by the Department of Health and Human Services (“HHS”) to implement the HITECH Act, as of the date by which CA-CIB is required to comply with such referenced statutes and regulations.


  

	 	2.	Use and Disclosure of PHI. CA-CIB shall not use or disclose PHI except as necessary to provide Services or as Required by Law. CA-CIB may use and disclose PHI as
necessary for the proper management and administration of CA-CIB, or to carry out its legal responsibilities, in which case CA-CIB shall: 

  

	 	(a)	provide information to members of its Workforce using or disclosing PHI regarding the confidentiality requirements of the Privacy Rule and this Business Associate
Agreement; 

  

	 	(b)	obtain reasonable assurances from the person or entity to whom the PHI is disclosed that: (i) the PHI will be held confidential and further used and disclosed only
as Required by Law or for the purpose for which it was disclosed to the person or entity; and (ii) the person or entity will promptly notify CA-CIB of any instances of which it is aware in which confidentiality of the PHI has been breached; and


  

	 	(c)	agree to notify the designated Privacy Officer of CHS Entity of any instances of which it is aware in which the PHI is used or disclosed for a purpose that is not
otherwise provided for in this Business Associate Agreement or for a purpose not expressly permitted by the HIPAA Rules within a reasonable time period. 

  

	 	3.	Safeguards. CA-CIB shall maintain appropriate safeguards to ensure that PHI is not used or disclosed other than as permitted by this Business Associate Agreement
or as Required by Law. CA-CIB shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any electronic PHI it creates, receives from, maintains, or
transmits on behalf of CHS Entity. 


  
 2 









	 	4.	Minimum Necessary. CA-CIB shall limit its uses and disclosures of PHI to the “Minimum Necessary,” i.e., that only PHI that is the minimum
necessary to accomplish the intended purpose of the use, disclosure, or request is used or disclosed. 

  

	 	5.	Disclosure to Agents and Subcontractors. If CA-CIB discloses PHI received from CHS Entity, or created or received by CA-CIB on behalf of CHS Entity, to agents,
including a subcontractor, CA-CIB shall require the agent or subcontractor to agree to the same restrictions and conditions as apply to CA-CIB under this Business Associate Agreement. CA-CIB shall ensure that any agent, including a subcontractor,
agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity, and availability of the electronic PHI that it creates, receives from, maintains, or transmits on behalf of CHS Entity. 


 

	 	6.	Individual Rights. CA-CIB agrees as follows: 

  

	 	(a)	Individual Right to Copy or Inspection. If an Individual makes a request for access directly to CA-CIB, CA-CIB will within five (5) business days forward
such request in writing to CHS Entity. CHS Entity will be responsible for making all determinations regarding the grant or denial of an Individual’s request for PHI and CA-CIB will make no such determinations. Only CHS Entity will release PHI
to an Individual pursuant to such a request. 

  

	 	(b)	Accounting of Disclosures. CA-CIB agrees to maintain documentation of the information required to provide an Accounting of Disclosures of PHI in accordance with
45 C.F.R. § 164.528, and to make this information available to CHS Entity upon CHS Entity’s request, in order to allow CHS Entity to respond to an Individual’s request for Accounting of Disclosures. Such accounting is limited to
disclosures that were made in the six (6) years prior to the request (not including disclosures prior to the compliance date of the Privacy Rule) and shall be provided for as long as CA-CIB maintains the PHI. If an Individual requests an
Accounting of Disclosures directly from CA-CIB, CA-CIB will within five (5) business days forward the request and its Disclosure record to CHS Entity within a reasonable time period of CA-CIB’s receipt of the Individual’s request. CHS
Entity will be responsible for preparing and delivering the Accounting to the Individual. CA-CIB will not provide an Accounting of its Disclosures directly to any Individual. 


 

	 	7.	Internal Practices, Policies and Procedures. Except as otherwise specified herein, CA-CIB shall make available its internal practices, policies and procedures
relating to the use and disclosure of PHI, received from or on behalf of CHS Entity, to the Secretary or his or her agents for the purpose of determining CHS Entity’s compliance with the HIPAA Rules, or any other health oversight agency, or to
CHS Entity. CA-CIB shall make requested records, that are not protected by an applicable legal privilege, available in the time and manner specified by CHS Entity or the Secretary. 


  
 3 









	 	8.	Withdrawal of Authorization. If an Individual’s specific authorization is required for use or disclosure of PHI in this Business Associate Agreement, and
the Individual revokes such authorization, the effective date of such authorization has expired, or such authorization is found to be defective in any manner that renders it invalid, CA-CIB shall, if it has notice of such revocation, expiration, or
invalidity, cease the use and disclosure of the Individual’s PHI except to the extent it has relied on such use or disclosure, or if an exception under the Privacy Rule expressly applies. 


 

	 	9.	Security Incident. CA-CIB agrees to report to CHS Entity any Security Incident of which CA-CIB becomes aware, as follows: 


 

	 	(a)	Attempted incidents, i.e., those incidents that are unsuccessful, shall be reported to CHS Entity within 30 days of CHS Entity’s written request. CHS Entity
will not make such a request more frequently than quarterly. If the definition of “Security Incident” is amended under the Security Rule to remove the requirement for reporting “unsuccessful” attempts to use, disclose, modify or
destroy Electronic Protected Health Information, this Section 10(a) shall no longer apply as of the effective date of such amendment. 

  

	 	(b)	Successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operation shall be reported to CHS Entity
within a reasonable time period. 

  

	 	10.	Breaches of Unsecured PHI. CA-CIB will report in writing to CHS Entity any Breach of Unsecured Protected Health Information, as defined in the Breach
Notification Rule, within five (5) business days of the date CA-CIB learns of the incident giving rise to the Breach. CA-CIB will provide such information to CHS Entity as required in the Breach Notification Rule. 


 

	D.	Obligations of CHS Entity. CHS Entity shall notify CA-CIB of any restriction on the use or disclosure of PHI to which CHS Entity has agreed in accordance with
the relevant provisions of HIPAA, to the extent that such restriction may affect CA-CIB’s use or disclosure of PHI. CHS Entity agrees (i) to use appropriate safeguards to maintain and ensure the confidentiality, privacy and security of
Protected Health Information transmitted to CA-CIB pursuant to this Business Associate Agreement, in accordance with the standards and requirements of HIPAA and the Privacy Standards and, as applicable, the Security Standards, until such Protected
Health Information is received by CA-CIB; (ii) to inform CA-CIB of any consent or authorization, including any changes in or withdrawal of any such consent or authorization, provided to CHS Entity by an individual pursuant to 45 C.F.R. §
164.506 or § 164.508. 


  
 4 









	E.	Term and Termination. 

  

	 	1.	Term. This Business Associate Agreement shall be effective as of the Effective Date and shall be terminated concurrently with the termination of the Loan
Agreement, or as otherwise provided in this Business Associate Agreement. 

  

	 	2.	Termination for Breach. If CHS Entity determines that CA-CIB or its subcontractors or agents has breached a material term of this Business Associate Agreement,
CHS Entity will provide CA-CIB with written notice of the breach and afford CA-CIB the opportunity to cure the breach to the satisfaction of CHS Entity. If CA-CIB or its subcontractors or agents do not cure the breach or end the violation within
thirty (30) days, CHS Entity shall, if feasible, terminate: (a) this Business Associate Agreement; and (b) all of the provisions of the Facility Documents (as defined in the Loan Agreement) that involve the use or disclosure of
Protected Health Information; provided, however, that such termination shall be deemed to be infeasible unless and until the Loan Agreement is likewise terminated in accordance with its terms or CA-CIB otherwise agrees in writing to such
termination. If neither termination nor cure is feasible in accordance with this paragraph, CHS Entity shall report the violation to the Secretary of the Department of Health and Human Services and shall provide CA-CIB with a copy of such report.


  

	 	3.	Effect of Termination. Upon termination of this Business Associate Agreement for any reason, CA-CIB agrees to return or destroy all PHI received from CHS
Entity, or created or received by CA-CIB on behalf of CHS Entity, maintained by CA-CIB in any form; provided that if CA-CIB determines that the return or destruction of PHI is not feasible, CA-CIB shall inform CHS Entity in writing of the reason
thereof, and shall agree to extend the protections of this Business Associate Agreement to such PHI and limit further uses and disclosures of the PHI to those purposes that make the return or destruction of the PHI not feasible for so long as CA-CIB
retains the PHI. 

  

	F.	Miscellaneous. 

  

	 	1.	Survival. The respective rights and obligations of CA-CIB under Section C of this Business Associate Agreement shall survive the termination of this Business
Associate Agreement. 

  

	 	2.	Amendments. This Business Associate Agreement may not be changed or modified in any manner except by an instrument in writing signed by a duly authorized officer
of each of the Parties hereto. The Parties, however, agree to amend this Business Associate Agreement from time to time to the extent necessary to allow CHS Entity and CA-CIB to comply with the requirements of the HIPAA Rules.



  
 5 









	 	3.	No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege or remedy hereunder shall not constitute a waiver thereof. No
provision of this Business Associate Agreement may be waived by either Party except by a writing signed by an authorized representative of the Party making the waiver. 


 

	 	4.	Severability. The provisions of this Business Associate Agreement shall be severable, and if any provision of this Business Associate Agreement shall be held or
declared to be illegal, invalid or unenforceable, the remainder of this Business Associate Agreement shall continue in full force and effect as though such illegal, invalid or unenforceable provision had not been contained herein.


  

	 	5.	No Third Party Beneficiaries. Nothing in this Business Associate Agreement shall be considered or construed as conferring any right or benefit on a person not
party to this Business Associate Agreement nor imposing any obligations on either Party hereto to persons not a party to this Business Associate Agreement. 


 

	 	6.	Headings. The descriptive headings of the articles, sections, subsections, exhibits and schedules of this Business Associate Agreement are inserted for
convenience only, do not constitute a part of this Business Associate Agreement and shall not affect in any way the meaning or interpretation of this Business Associate Agreement. 


 

	 	7.	Entire Agreement. This Business Associate Agreement, together with all amendments, if applicable, which are fully completed and signed by authorized persons on
behalf of both Parties from time to time while this Business Associate Agreement is in effect, constitutes the entire Business Associate Agreement between the Parties hereto and together with the Facility Documents (as defined in the Loan Agreement)
constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous written or oral understandings, agreements, negotiations, commitments, and any other writing and communication by or between
the Parties with respect to the subject matter hereof. 

  

	 	8.	Interpretation. Any ambiguity in this Business Associate Agreement shall be resolved in favor of a meaning that permits CHS Entity to comply with the HIPAA
Rules. The provisions of this Business Associate Agreement shall prevail over the provisions of any other Business Associate Agreement that exists between the Parties that may conflict with, or appear inconsistent with, any provision of this
Business Associate Agreement or the HIPAA Rules. 

  

	 	9.	Regulatory References. A citation in this Business Associate Agreement to the Code of Federal Regulations shall mean the cited section as that section may be
amended from time to time. 


  
 6 








 Agreed to: 
 CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
 By:
                                         
                

            (Authorized Signature) 
 Name:
                                         
            
 Title:
                                         
              
 Date:
                                         
              
 By:
                                         
                  

            (Authorized Signature) 
 Name:
                                         
            
 Title:
                                         
              
 Date:
                                         
              
 Signature Page to Business Associate
Agreement 
 (Administrative Agent) 







 Agreed to: 
 CHS Receivables Funding, LLC 
 By:
                                         
                

            (Authorized Signature) 
 Name:
                                         
            
 Title:
                                         
              
 Date:
                                         
              
 Community Health Systems Professional Service
Corporation 
 By:
                                         
                  

            (Authorized Signature) 
 Name:
                                         
              
 Title:
                                         
                
 Date:
                                         
                
 Signature Page to Business
Associate Agreement 
 (Administrative Agent) 







 EXHIBIT E 
 FORM OF ASSIGNMENT OF AGREEMENTS 
 Attached. 







 ASSIGNMENT OF AGREEMENTS 

ASSIGNMENT, dated as of [            ] (the “Assignment”) by
CHS/Community Health Systems, Inc. (the “First Assignor”), CHS Receivables Funding, LLC, as the Company under the Contribution Agreement (as defined below) (the “Second Assignor” and together with the First
Assignor, each an “Assignor” and collectively, the “Assignors”), in favor of Credit Agricole Corporate and Investment Bank, as Administrative Agent under the Loan Agreement (as defined below) (the
“Assignee”). 
 FOR VALUE RECEIVED, (i) the First Assignor hereby assigns, transfers, grants, bargains,
sells, conveys, hypothecates, pledges, sets over, endorses over, and delivers unto the Second Assignor, and the Second Assignor hereby assigns, transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over, endorses over, and
delivers unto the Assignee, all right, title and interest of the First Assignor in and to, and all benefits of the First Assignor under, and all monies due or to become due to the First Assignor under or in connection with, that certain Receivables
Sale Agreement, dated March 21, 2012, among each of the Persons listed on Schedule I thereto as the originators, Community Health Systems Professional Services Corporation, as the collection agent and the authorized representative and the First
Assignor, as buyer (as amended, restated, modified or supplemented from time to time in accordance with its terms, the “Sale Agreement”) and (ii) the Second Assignor hereby assigns, transfers, grants, bargains, sells, conveys,
hypothecates, pledges, sets over, endorses over, and delivers unto the Assignee, all right, title and interest of the Second Assignor in and to, and all benefits of the Second Assignor under, and all monies due or to become due to the Second
Assignor under or in connection with, that certain Receivables Purchase and Contribution Agreement, dated March 21, 2012, between the First Assignor and the Second Assignor (as amended, restated, modified or supplemented from time to time in
accordance with its terms, the “Contribution Agreement”, and together with the Sale Agreement, each an “Agreement” and collectively, the “Agreements”), in each case, as a full assignment (subject to
the qualifications set forth in paragraph 4 below) and as an assignment as collateral security for all present and future obligations of the Second Assignor under the Receivables Loan Agreement, dated as of March 21, 2012, among the Second
Assignor, the Assignee and the other lenders party thereto (as such agreement may be amended, modified or supplemented from time to time in accordance with its terms, the “Loan Agreement”, the terms defined therein and not otherwise
defined herein being used herein as therein defined). The rights assigned by each Assignor pursuant to the foregoing assignment are referred to herein as the “Assigned Rights”. 

The First Assignor hereby irrevocably authorizes the Second Assignor, and the Second Assignor hereby irrevocably authorizes the Assignee,
(i) to exercise all right, title and interest of such Assignor in and to all benefits of such Assignor under each of the Agreements (to the extent constituting any part of the Assigned Rights), including as assignee of either Assignor, and
(ii) to ask, demand, receive, receipt and give acquittance for the payment to the Assignee, as assignee of the applicable Assignor, of any monies due or to become due to such Assignor under either of the Agreements (to the extent constituting
part of the Assigned Rights), as the Assignee in its discretion may deem necessary or desirable to realize the benefits hereof and protect the Assignee’s rights hereunder; provided that the exercise of the foregoing rights by the
Assignee shall be subject to the terms and conditions of the Loan Agreement. 







 Each Assignor agrees, covenants, represents and warrants that: 

 

	1.	Such Assignor’s right, title and interest in the Sale Agreement, in the case of the First Assignor, and each of the Agreements, in the case of the Second Assignor,
are owned by such Assignor free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever, except for Permitted Liens. Without the Assignee’s prior written consent, such Assignor will not
sell, transfer, assign, pledge or grant a security interest or any other Lien in any of the Agreements to any other Person. Any such sale, transfer, assignment, mortgage, pledge or encumbrance without the Assignee’s written consent shall be
void and of no force and effect. 

  

	2.	Each of the Agreements is in full force and effect and is valid and enforceable in accordance with its terms, subject to bankruptcy and similar laws affecting creditors
generally and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or in law); the Agreements have not been modified, amended, altered or changed in any manner, except as permitted under paragraph 3
below; such Assignor will keep and perform the obligations to be kept and performed by it and will take all actions necessary and proper to keep each of the Agreements in full force and effect; and no Default, Event of Default (each as defined in
the Loan Agreement), Termination or Event of Termination (each as defined in the Sale Agreement and the Contribution Agreement) has occurred and is continuing. 


 

	3.	Without the Assignee’s prior written consent, such Assignor will not amend (directly or indirectly), modify, supplement, waive compliance with, seek or grant a
waiver under or assent to non-compliance with either of the Agreements to the extent such amendment, supplement or waiver would affect any material term or right thereunder or otherwise be adverse to the rights and interests of the Assignee.


  

	4.	Such Assignor specifically acknowledges and agrees that the Assignee does not assume, and shall have no responsibility for, the payment of any sums due or to become due
under either of the Agreements by such Assignor or the performance of any obligations to be performed under or with respect to each of the Agreements by such Assignor, and such Assignor hereby agrees to indemnify and hold the Assignee harmless with
respect to any and all claims by any Person relating thereto, except for claims (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) arising out of the
Assignee’s gross negligence, bad faith or willful misconduct. The Assignee, in its discretion, may file or record this Assignment. 

  

	5.	 Subject to the terms and provisions of the Loan Agreement, following either (i)(x) the delivery of a Termination Declaration Notice or (y) the
occurrence of an Event of Default under clause (g) of Section 7.01 of the Loan Agreement, or (ii) following the failure (in the Assignee’s reasonable judgment) of (x) the First Assignor or the Second Assignor to diligently
exercise their respective duties, rights and remedies set forth under the Sale Agreement or the Contribution Agreement, as applicable and (y) the First Assignor or the Second Assignor to cure such failure within two Business Days after notice
thereof from the Administrative Agent (the circumstances in either clause (i) or (ii) being a “Trigger of Assigned Rights”), the Assignee shall have all of the Assigned Rights (but none of the




  
 2 









	 	
obligations) of each of the Assignors under each of the Agreements, including, without limitation, any and all rights to receive any and all payments due to either Assignor in connection with
either of the Agreements (to the extent such payments constitute, arise from or are otherwise related to any of the Assigned Rights). Each Assignor agrees to execute and deliver any and all documents, additional assurances, writing or other
instruments and take all further actions a may be reasonably requested by the Assignee to effectuate the purposes hereof and enable the Assignee to exercise all of the rights of the Assignors hereunder and under each of the Agreements. The specified
rights and remedies to which the Assignee may resort under the terms of this Assignment are cumulative and are not intended to be exclusive of any other rights, remedies or means of redress to which the Assignee may be lawfully entitled;
provided that the Assignee shall continue to comply with Section 10.14(d) of the Loan Agreement in connection with the exercise of such rights and remedies. Nothing contained in this Assignment and no act or action taken or not taken by
the Assignee pursuant to the powers and rights granted to it hereunder or under any instrument shall be deemed to be a waiver by the Assignee of any of its rights and remedies against either Assignor in connection with or in respect of the Loan
Agreement or either of the Agreements, which may be exercised by the Assignee prior to, simultaneously with, or subsequent to any action taken by the Assignee hereunder. 


 

	6.	Upon the occurrence of the Collection Date, this Assignment shall automatically terminate and shall be of no further force or effect. 


 

	7.	All rights of the Assignee hereunder and all obligations of the Assignors hereunder shall be absolute and unconditional irrespective of (i) any lack of validity or
enforceability of the Loan Agreement, any other Collateral Document or any other agreement or instrument relating to any of the foregoing (including the Agreements), (ii) any change in the time, manner or place of payment of, or in any other
term of, the Loan Agreement or any other Collateral Document, or any other amendment or waiver of or consent to any departure therefrom (including the Agreements), (iii) any exchange, release or nonperfection of any of the Receivables or any
other collateral security, or any release or amendment or waiver of or consent to or departure from any guarantee, or (iv) any other circumstance which might otherwise constitute a defense available to or discharge of an Assignor, or any other
Person in respect of the obligations under the Loan Agreement, the Sale Agreement, the Contribution Agreement, the Collateral Documents or in respect of this Assignment or any assignment hereunder. In case any one or more of the provisions contained
in this Assignment should be invalid, illegal or unenforceable the remaining provisions contained herein shall not in any way be affected or impaired. 

  

	8.	This Assignment shall inure to the benefit of the Second Assignor and the Assignee and their respective permitted successors, assigns and designees, and shall be
binding upon any subsequent owner of the First Assignor’s and the Second Assignor’s interest in and to the Agreements and upon the Second Assignor and its successors, assigns and designees. 


 

	9.	Each Assignor covenants to execute and deliver to the Assignee, upon demand, such additional assurances, writings or other instruments as may be reasonably required by
the Assignee to effectuate the purpose hereof. This Assignment may not be changed orally. 


  
 3 









	10.	This Assignment shall be governed by the laws of the State of New York, without giving effect to conflicts of law principles requiring the application of the laws of
another jurisdiction. 

  

	11.	The First Assignor hereby irrevocably designates and appoints the Assignee, as assignee of the First Assignor, and the Second Assignor hereby irrevocably designates and
appoints the Assignee, in each case, as attorney-in-fact of such Assignor with full power of substitution, and with authority, subject to the terms of the Loan Agreement: to execute and deliver for and on behalf of such Assignor any and all
instruments, documents, agreements and other writings necessary or advisable for the exercise on behalf of such Assignor pursuant hereto of any rights, benefits or options created or existing under or pursuant to each of the Agreements and in this
regard, to endorse the name of such Assignor on its behalf on any and all notes, acceptances, checks, drafts, money orders, instruments or other evidences of payment on the Receivables, that may come into the Assignee’s possession; to execute
proofs of claim and loss; to execute endorsements, assignments or other instruments of conveyance and transfer; to execute releases; and to do all other acts and things necessary and advisable in the discretion of the Assignee to carry out and
enforce this Assignment. All acts done by the Assignee under the foregoing authorization are hereby ratified and approved, and neither the Assignee or its successors nor any designee or agent thereof shall be liable for any acts of commission or
omission (other than acts committed or omitted through bad faith, gross negligence or willful misconduct), for any error of judgment or for mistake of facts or law. This power of attorney being coupled with an interest is irrevocable while this
Assignment remains in force and effect. Notwithstanding the foregoing, the rights of the Assignee under this paragraph 11 shall be exercisable only upon a Trigger of Assigned Rights. 


 

	12.	Each of the Assignors agrees that any copy of this Assignment signed by such Assignor and transmitted by PDF copy or fax for delivery to the Assignee shall be
admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence. 

 [Remainder of Page Intentionally Left Blank] 

  
 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed as of the
date first above written. 
  

			
	 CHS/COMMUNITY HEALTH SYSTEMS, INC.,
 as First Assignor

		
	By:	 	 
	Title:	 	 


  

			
	 CHS RECEIVABLES FUNDING, LLC,
 as Second Assignor

		
	By:	 	 
	Title:	 	 


 [Signature Page to Assignment of Agreements] 








			
	 ACKNOWLEDGED BY:
  

CRÉDIT AGRICOLE CORPORATE AND
 INVESTMENT
BANK
 as Administrative Agent, as Assignee

		
	By:	 	 
	Title:	 	 
		
	By:	 	 
	Title:	 	 

 [Signature Page to Assignment of Agreements] 







 EXHIBIT F-1 
 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) 
 Attached. 







 EXHIBIT F-1 
 [FORM OF] 
 U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Pursuant to the provisions of Section 2.12 of the Receivables Loan Agreement, the undersigned hereby certifies that (i) it is
the sole record and beneficial owner of the obligations in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of
the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form
W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned
shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Receivables Loan Agreement and
used herein shall have the meanings given to them in the Receivables Loan Agreement. 
  

			
	 [NAME OF LENDER]

		
	By:	 	 
		 	Name:
		 	Title:

 Date:
                    , 20[ ] 







 EXHIBIT F-2 
 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) 
 Attached. 







 EXHIBIT F-2 
 [FORM OF] 
 U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Pursuant to the provisions of Section 2.12 of the Receivables Loan Agreement, the undersigned hereby certifies that (i) it is
the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of
the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code]. 

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such
Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Receivables Loan Agreement and used herein shall have the meanings given to them in
the Receivables Loan Agreement. 
  

			
	 [NAME OF PARTICIPANT]

		
	By:	 	 
		 	Name:
		 	Title:

 Date:
                    , 20[ ] 







 EXHIBIT F-3 
 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) 
 Attached. 







 EXHIBIT F-3 
 [FORM OF] 
 U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Pursuant to the provisions of Section 2.12 of the Receivables Loan Agreement, the undersigned hereby certifies that (i) it is
the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation,
neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the
Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled
foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has
furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on
this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in
which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 
 Unless
otherwise defined herein, terms defined in the Receivables Loan Agreement and used herein shall have the meanings given to them in the Receivables Loan Agreement. 
  

			
	 [NAME OF PARTICIPANT]

		
	By:	 	 
		 	Name:
		 	Title:

 Date:
                    , 20[ ] 







 EXHIBIT F-4 
 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) 
 Attached. 







 EXHIBIT F-4 
 [FORM OF] 
 U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Pursuant to the provisions of Section 2.12 of the Receivables Loan Agreement, the undersigned hereby certifies that (i) it is
the sole record owner of the obligations in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)),
(iii) with respect to the extension of credit pursuant to this Receivables Loan Agreement or any other document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement
entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of
Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms
from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that
is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative
Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined
in the Receivables Loan Agreement and used herein shall have the meanings given to them in the Receivables Loan Agreement. 
  

			
	 [NAME OF LENDER]

		
	By:	 	 
		 	Name:
		 	Title:

 Date:
                    , 20[ ]