CREDIT AGREEMENT Dated as of November 18, 2011 among HEALTH MANAGEMENT ASSOCIATES, INC., as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO SECURITIES, LLC, as Joint Lead...

EXHIBIT 4.12

Execution Version

Published CUSIP Number: 00000XXX0

CREDIT AGREEMENT

Dated as of November 18, 2011

among

HEALTH MANAGEMENT ASSOCIATES, INC.,

as the Borrower,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Swing Line Lender and L/C Issuer,

XXXXX FARGO SECURITIES, LLC,

as Joint Lead Arranger and Joint Bookrunner,

DEUTSCHE BANK SECURITIES, INC.,

as Joint Lead Arranger, Joint Bookrunner and Syndication Agent,

CITIGROUP GLOBAL MARKETS INC.,

as Joint Bookrunner

CITIBANK, N.A.,

as Co-Documentation Agent,

SUNTRUST XXXXXXXX XXXXXXXX, INC.,

as Joint Bookrunner,

SUNTRUST BANK,

as Co-Documentation Agent,

BARCLAYS CAPITAL,

as Joint Bookrunner,

BARCLAYS BANK PLC,

as Co-Documentation Agent

RBS SECURITIES INC.,

X.X. XXXXXX SECURITIES LLC

and

XXXXXX XXXXXXX SENIOR FUNDING, INC.

as Managing Agents

and

The Other Lenders Party Hereto

TABLE OF CONTENTS


		PAGE
ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

Section 1.01.	Defined Terms		1
Section 1.02.	Other Interpretive Provisions		62
Section 1.03.	Accounting Terms		62
Section 1.04.	Rounding		64
Section 1.05.	References to Agreements and Laws		64
Section 1.06.	Times of Day		64
Section 1.07.	Letter of Credit Amounts		64

ARTICLE 2
THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01.	Loans		65
Section 2.02.	Borrowings, Conversions and Continuations of Loans		66
Section 2.03.	Letters of Credit		67
Section 2.04.	Swing Line Loans		77
Section 2.05.	Prepayments		81
Section 2.06.	Termination or Reduction of Commitments		88
Section 2.07.	Repayment of Loans		89
Section 2.08.	Interest		89
Section 2.09.	Fees		90
Section 2.10.	Computation of Interest and Fees		91
Section 2.11.	Evidence of Debt		91
Section 2.12.	Payments Generally		92
Section 2.13.	Sharing of Payments		94
Section 2.14.	Increase in Commitments		94
Section 2.15.	Loan Purchases		98
Section 2.16.	Refinancing Amendments		100
Section 2.17.	Extensions of Term Loans and Revolving Commitments		103

ARTICLE 3
TAXES, YIELD PROTECTION AND ILLEGALITY

Section 3.01.	Taxes		107
Section 3.02.	Illegality		111
Section 3.03.	Inability to Determine Rates		112
Section 3.04.	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans		112
Section 3.05.	Compensation for Losses		113


Section 3.06.	Matters Applicable to All Requests for Compensation	114
Section 3.07.	Survival	114

ARTICLE 4
CONDITIONS PRECEDENT TO EFFECTIVENESS AND CREDIT EXTENSIONS

Section 4.01.	Conditions of Initial Credit Extension	114
Section 4.02.	Conditions to All Credit Extensions	118

ARTICLE 5
REPRESENTATIONS AND WARRANTIES

Section 5.01.	Existence, Qualification and Power; Compliance with Laws	119
Section 5.02.	Authorization; No Contravention	119
Section 5.03.	Governmental Authorization; Other Consents	119
Section 5.04.	Binding Effect	120
Section 5.05.	Solvency	120
Section 5.06.	Subsidiaries and Other Equity Investments	120
Section 5.07.	Financial Statements; No Material Adverse Effect	121
Section 5.08.	Ownership of Property; Investments	121
Section 5.09.	Taxes	122
Section 5.10.	Other Agreements	122
Section 5.11.	Contract Providers	122
Section 5.12.	Litigation	123
Section 5.13.	Margin Stock	123
Section 5.14.	Investment Company Act	123
Section 5.15.	Intellectual Property	123
Section 5.16.	Disclosure	124
Section 5.17.	ERISA Compliance	124
Section 5.18.	No Default	125
Section 5.19.	Environmental Compliance	125
Section 5.20.	Employment Matters	127
Section 5.21.	RICO	127
Section 5.22.	Insurance	127
Section 5.23.	Reimbursement from Third Party Payors	128
Section 5.24.	Fraud and Abuse	128
Section 5.25.	Licensing and Accreditation	129
Section 5.26.	Compliance with Laws	129
Section 5.27.	Collateral Documents	130
Section 5.28.	Anti-Terrorism Laws	130
Section 5.29.	Compliance with OFAC Rules and Regulations	130



ARTICLE 6
AFFIRMATIVE COVENANTS

Section 6.01.	Financial Statements	131
Section 6.02.	Certificates; Other Information	132
Section 6.03.	Notices	134
Section 6.04.	Maintenance of Properties	136
Section 6.05.	Existence, Qualification, Etc.	137
Section 6.06.	Compliance with Regulations; Payment of Obligations	137
Section 6.07.	Maintenance of Insurance	137
Section 6.08.	Books and Records	138
Section 6.09.	Inspection Rights	138
Section 6.10.	Compliance with Laws	138
Section 6.11.	Governmental Licenses	138
Section 6.12.	Use of Proceeds	138
Section 6.13.	Covenant to Guarantee Obligations and Give Security	138
Section 6.14.	Notice of Environmental Complaint or Condition	143
Section 6.15.	Environmental Compliance	143
Section 6.16.	Further Assurances	143
Section 6.17.	Continued Operations	144
Section 6.18.	Designation of Subsidiaries	144
Section 6.19.	Maintenance of Ratings	145

ARTICLE 7
NEGATIVE COVENANTS

Section 7.01.	Liens	146
Section 7.02.	Indebtedness	149
Section 7.03.	Investments	151
Section 7.04.	Fundamental Changes	154
Section 7.05.	Dispositions	155
Section 7.06.	Restricted Payments	157
Section 7.07.	Change in Nature of Business	159
Section 7.08.	Transactions with Affiliates	159
Section 7.09.	Burdensome Agreements	160
Section 7.10.	Use of Proceeds	161
Section 7.11.	Financial Covenants	161
Section 7.12.	[Reserved]	163
Section 7.13.	Amendments of Organization Documents	163
Section 7.14.	Accounting Changes	163
Section 7.15.	Prepayments, Etc. of Indebtedness	163
Section 7.16.	Amendment, Etc. of Related Documents and Indebtedness	164
Section 7.17.	Partnership, Etc.	164
Section 7.18.	Creation of Subsidiaries	164

iii



ARTICLE 8
EVENTS OF DEFAULT AND REMEDIES

Section 8.01.	Events of Default	164
Section 8.02.	Remedies Upon Event of Default	168
Section 8.03.	Application of Funds	168

ARTICLE 9
ADMINISTRATIVE AGENT

Section 9.01.	Appointment and Authority	169
Section 9.02.	Rights as a Lender	170
Section 9.03.	Exculpatory Provisions	170
Section 9.04.	Reliance by Administrative Agent	172
Section 9.05.	Delegation of Duties	172
Section 9.06.	Resignation of Administrative Agent	173
Section 9.07.	Non-Reliance on Administrative Agent and Other Lenders	174
Section 9.08.	Administrative Agent in Its Individual Capacity	174
Section 9.09.	No Other Duties, Etc.	174
Section 9.10.	Administrative Agent May File Proofs of Claim	174
Section 9.11.	Collateral and Guaranty Matters	175

ARTICLE 10
MISCELLANEOUS

Section 10.01.	Amendments, Etc.	177
Section 10.02.	Notices; Effectiveness; Electronic Communications	180
Section 10.03.	No Waiver; Cumulative Remedies	182
Section 10.04.	Expenses; Indemnity; Damage Waiver	183
Section 10.05.	Payments Set Aside	185
Section 10.06.	Successors and Assigns	186
Section 10.07.	Treatment of Certain Information; Confidentiality	192
Section 10.08.	Right of Setoff	193
Section 10.09.	Interest Rate Limitation	193
Section 10.10.	Counterparts; Integration; Effectiveness	194
Section 10.11.	Survival of Representations and Warranties	194
Section 10.12.	Severability	194
Section 10.13.	Mitigation Obligations; Replacement of Lenders	194
Section 10.14.	Defaulting Lenders	196
Section 10.15.	Governing Law; Jurisdiction; Etc.	199
Section 10.16.	WAIVER OF JURY TRIAL	200
Section 10.17.	No Advisory or Fiduciary Responsibility	201
Section 10.18.	USA PATRIOT Act Notice	202

ANNEXES


Annex I		Term Loan Repayment Dates for Term A Loans and Term B Loans

SCHEDULES


1.01(a)		Debt to be Refinanced
1.01(b)		Existing Letters of Credit
1.01(c)		Joint Venture Subsidiaries
1.01(d)		Non-Guarantor Subsidiaries
1.01(e)		Guarantors
2.01		Commitments and Applicable Percentages
4.01(a)(x)		Local Counsel
5.06		Subsidiaries and Other Equity Investments; Unrestricted Subsidiaries
5.08		Existing Liens
5.09		Tax Matters
5.20		Employment Matters
6.13(a)		Mortgaged Properties
6.21		Post-Closing Matters
7.02		Certain Indebtedness
7.03(e)		Certain Investments
7.09		Certain Agreements
10.02		Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

Form of


A		Committed Loan Notice
B		Swing Line Loan Notice
C-1		Term Note
C-2		Revolving Note
D		Assignment and Assumption
E		Compliance Certificate
F		Guaranty
G		Security Agreement
H		Mortgages
I		Auction Procedures
J		Perfection Certificate
K-1		U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders)
K-2		U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)
K-3		U.S. Tax Compliance Certificate (Partnership Foreign Participants)
K-4		U.S. Tax Compliance Certificate (Partnership Foreign Lenders)

CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of November 18, 2011, among HEALTH MANAGEMENT ASSOCIATES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer.

The Borrower has requested that the Lenders provide term loans and a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case on the terms and subject to conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Administrative Agent” means Xxxxx Fargo in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Agent-Related Persons” means the Administrative Agent, together with its Affiliates (including, in the case of Xxxxx Fargo Bank, National Association, in its capacity as the Administrative Agent, Xxxxx Fargo Securities, LLC), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Aggregate Revolving Commitments” means, at any time in respect of any Class, the aggregate amount of the Revolving Lenders’ Revolving Commitments of such Class at such time.

“Agreement” means this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Applicable Percentage” means (a) in respect of each Class of Term Loans, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) represented by (i) prior to the making of such Term Loans, such Term Lender’s Commitment of such Class of Term Loans at such time and (ii) thereafter, the principal amount of such Term Lender’s Loans of such Class of Term Loans at such time, (b) in respect of any Class of Revolving Commitment, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of such Revolving Lender’s Revolving Commitment of such Class at such time and (c) in respect of the Revolving Exposure of any Revolving Lender, a percentage (carried out to the ninth decimal place) equal to such Revolving Lender’s Revolving Exposure divided by the aggregate Revolving Exposure of all Revolving Lenders at such time. If the commitment of each Revolving Lender to make Revolving Loans of such Class and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Commitments of such Class have expired, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Commitment of such Class shall be determined based on the Applicable Percentage of such Revolving Lender in respect of the Revolving Commitment of such Class most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Class of Loans and Commitments is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption, Increase Joinder, Refinancing Amendment or Extension Offer pursuant to which such Lender becomes a party hereto with respect to such Class of Loans or Commitments, as applicable.

“Applicable Rate” means (a) in respect of Revolving Loans, the Term A Loans, Letter of Credit Fees and commitment fees in respect of unused Revolving Commitments (i) from the Closing Date through the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b) for the fiscal quarter ending March 31, 2012, (A) 1.75% per annum for Base Rate Loans, (B) 2.75% per annum for Eurodollar Rate Loans, (C) 2.75% per annum for Letter of Credit Fees and (D) 0.50% for commitment fees and (ii) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):


Applicable Rate
Pricing Level	Consolidated Leverage Ratio	Eurodollar Rate and Letter of Credit Fees			Base Rate			Commitment Fee Rate
1	<3.5:1		2.25	%		1.25	%		0.375	%
2	>3.5:1 but <4.0:1		2.50	%		1.50	%		0.375	%
3	>4.0:1 but <4.5:1		2.75	%		1.75	%		0.50	%
4	>4.5:1 but <5.0:1		3.00	%		2.00	%		0.50	%
5	>5.0:1		3.25	%		2.25	%		0.50	%

and (b) in respect of the Term B Facility, 2.50% per annum for Base Rate Loans and 3.50% per annum for Eurodollar Rate Loans; provided that the Applicable Rate with respect to any Incremental Facility shall be as set forth in the related Increase Joinder, with respect to any Other Loan shall be as set forth in the related Refinancing Amendment, and with respect to any Extended Term Loan or Revolving Loan made pursuant to an Extended Revolving Commitment shall be as set forth in the Extension Offer.

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 5 shall apply in respect of the Revolving Loans, Term A Loan, Letter of Credit Fees and commitment fees, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered through the date of delivery of the Compliance Certificate.

In the event that any financial statement or certification delivered pursuant to Sections 6.01 or 6.02(b) is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, the Borrower shall immediately (a) deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (b) determine the Applicable Rate for such Applicable Period based upon the corrected Compliance Certificate, and (c) immediately pay to the Administrative Agent for the benefit of the Lenders the accrued additional interest and other fees owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly distributed by the Administrative Agent to the Lenders entitled thereto. It is acknowledged and agreed that nothing contained herein shall limit the rights of the Administrative Agent and the Lenders under the Loan Documents, including their rights under Sections 2.08(b) and 8.02.

“Applicable Revolving Percentage” means with respect to any Revolving Lender at any time with respect to the Revolving Commitments or Loans, such Revolving Lender’s Applicable Percentage (determined with respect to the Revolving Exposure of such Revolving Lender) of the Revolving Commitments and Loans at such time.

“Appropriate Lender” means, at any time, (a) with respect to any Class of Commitments or Loans, a Lender that has a Commitment of such Class or holds a Loan of such Class, respectively, at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Lenders.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means Xxxxx Fargo Securities LLC and Deutsche Bank Securities, Inc., each in its capacity as lead arranger.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel and, without duplication, the allocated reasonable cost of internal legal services and all expenses and disbursements of internal counsel.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

“Auction” has the meaning specified in Section 2.15(a).

“Auction Manager” shall mean (a) the Administrative Agent or (b) any other financial institution or advisor employed by Borrower or any of its Subsidiaries (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with a Repurchase Offer pursuant to Section 2.15; provided that Borrower shall not designate the Administrative Agent as the Auction Manager without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Manager).

“Auction Procedures” shall mean the auction procedures with respect to Repurchase Offers set forth in Exhibit I hereto.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year of the Borrower and its Subsidiaries, including the notes thereto.

“Availability Period” means in respect of any Class of the Revolving Commitments, the period from (x) the Closing Date (in the case of Revolving Loans made pursuant to Section 2.01(b)) and (y) the date set forth in the applicable Refinancing Amendment (in the case of Other Revolving Loans) until the earliest of (i) the Revolving Maturity Date for such Class of the Revolving Commitments, (ii) the date of termination of the Revolving Commitments of such Class pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Revolving Lender to make Revolving Loans of such Class and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, (c) the sum of (i) the Eurodollar Rate (as determined pursuant to the definition of Eurodollar Rate), for an Interest Period of one (1) month commencing on such day plus (ii) 1.00% and (d) only for purposes of determining the interest rate applicable to Term B Loans, 2.00% per annum. For purposes hereof: “Prime Rate” shall mean, at any time, the rate of interest per annum publicly announced or otherwise identified from time to time by Xxxxx Fargo at its principal office in Charlotte, North Carolina as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The parties hereto acknowledge that the rate announced publicly by Xxxxx Fargo as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks; and “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published on the next succeeding Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive in the absence of manifest error) (A) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms above or (B) that the Prime Rate or the Eurodollar Rate no longer accurately reflects an accurate determination of the prevailing Prime Rate or the Eurodollar Rate, the Administrative Agent may select a reasonably comparable index or source to use as the basis for the Base Rate, until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in any of the foregoing will become effective on the effective date of such change in the Federal Funds Rate, the Prime Rate or the Eurodollar Rate for an Interest Period of one (1) month. Notwithstanding anything contained herein to the contrary, to the extent that the provisions of Section 3.03 shall be in effect in determining the Eurodollar Rate pursuant to clause (c) hereof, the Base Rate shall be the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (iii) only for purposes of determining the interest rate applicable to Term B Loans, 2.00% per annum.

“Base Rate Loan” means a Revolving Loan or a Term Loan that bears interest based on the Base Rate.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York or the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Capital Expenditures” means, with respect to the Borrower and its Restricted Subsidiaries, for any period, all expenditures (whether paid in cash or accrued as liabilities) by the Borrower or any Restricted Subsidiary during such period for items that would be classified as “property, plant or equipment” or comparable items on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries, including without limitation all transactional costs incurred in connection with such expenditures, provided the same have been capitalized.

“Capital Leases” means all leases which have been or should be capitalized in accordance with GAAP as in effect from time to time including Statement No. 13 of the Financial Accounting Standards Board and any successor thereof.

“Capitalized Lease Obligations” shall mean, as applied to any Person, all obligations under Capital Leases of such Person or any of its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP.

“Captive Insurer” means Insurance Company of the Southeast, Risk Retention Group and other captive insurance entities established for the purpose of insuring the healthcare businesses or facilities owned or operated by the Borrower or any of its Subsidiaries or any physician employed by or on the medical staff of any such business or facility.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, purchasing card, electronic funds transfer, automatic clearinghouse and other treasury and cash management arrangements.

“Cash Management Bank” means any Person that (a) at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement or (b) is a Lender or an Affiliate of a Lender on the Closing Date and that entered into a Cash Management Agreement prior to the Closing Date.

“CHAMPVA” means, collectively, the Civilian Health and Medical Program of the Department of Veterans Affairs, a program of medical benefits covering retirees and dependents of former members of the armed services administered by the United States Department of Veterans Affairs, and all laws, rules, regulations, manuals, orders, or requirements pertaining to such program.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty, (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for 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, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” means, with respect to any Person, an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 33¹/3% or more of the equity securities of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);

(b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Person cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors);

(c) any Person or two or more Persons acting in concert shall have acquired, by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence on the management or policies of the Borrower; or

(d) any “change of control”(as defined in the Senior Notes Indenture).

“Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term Loans, Incremental Term Loans, Other Revolving Loans, Other Term Loans or Swing Line Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment, Term Loan Commitment, Other Revolving Commitment, Other Term Commitment, Swingline Commitment or a commitment to make Incremental Term Loans pursuant to Section 2.14. Each tranche of Extended Revolving Commitments or Extended Term Loans having different terms and conditions shall be construed to be in different Classes.

“Closing Date” means the first date all the conditions precedent in Sections 4.01 and 4.02 are satisfied or waived in accordance with Section 10.01.

“CMS” means the Centers for Medicare & Medicaid Services of HHS, and any successor thereto.

“Code” means the Internal Revenue Code of 1986,as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“Collateral” means all of the “Collateral” and “Mortgaged Property” referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

“Collateral Agent” means Xxxxx Fargo in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent.

“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, each of the Mortgages, collateral assignments, Joinder Agreements (as defined in the Security Agreement), intellectual property security agreement supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent on the Closing Date or pursuant to Section 6.13 and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Commitment” means, with respect to each Lender, such Lender’s Revolving Commitment, Term Loan Commitment, Other Revolving Commitment, Other Term Commitment, Swingline Commitment and any Commitment to make Incremental Term Loans pursuant to Section 2.14.

“Commitment Fee” has the meaning specified in Section 2.09(a).

“Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Compliance Certificate” means a certificate substantially in the form of Exhibit E.

“Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Consolidated Current Assets” shall mean, as at any date of determination, the total assets of Borrower and its Restricted Subsidiaries which may properly be classified as current assets on a consolidated balance sheet of Borrower and its Restricted Subsidiaries in accordance with GAAP.

“Consolidated Current Liabilities” shall mean, as at any date of determination, the total liabilities of Borrower and its Restricted Subsidiaries which may properly be classified as current liabilities (other than the current portion of any Loans) on a consolidated balance sheet of Borrower and its Restricted Subsidiaries in accordance with GAAP.

“Consolidated EBITDA” means, at any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Expense, (ii) the provision for Federal, state, local and foreign income taxes payable by the Borrower and its Restricted Subsidiaries for such period, (iii) the amount of depreciation and amortization expense, including the amortization of the unrealized loss related to previous swap commitments, deducted in determining such Consolidated Net Income, (iv) non-cash compensation expense, or other non-cash expenses or charges which do not represent a cash item in such period or in any future period, arising from the granting of stock options, the granting of stock appreciation rights and similar arrangements (including any strike price reductions for dividends paid, repricing, amendment, modification, substitution or change of any stock option, stock appreciation rights or similar arrangements), (v) extraordinary losses, unusual or non-recurring charges, severance costs, relocation costs, integration and facilities opening costs, signing costs, retention or completion bonuses, transition costs and costs from curtailments or modifications to pension and post-retirement employee benefit plans, (vi) restructuring charges or reserves (including restructuring costs related to acquisitions after the date hereof and to closure and/or consolidation of facilities); provided that to the extent any amounts increasing Consolidated EBITDA pursuant to the foregoing clauses (v) and (vi) are a cash charge, such amounts shall not exceed $70,000,000 in the aggregate since the date hereof, (vii) (A) losses on asset sales, disposals or abandonments, (B) any impairment charge or asset write-off related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities pursuant to GAAP, and (C) other non-cash charges (provided that if any non-cash charges referred to in this clause (C) represents an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent), and (viii) fees and expenses incurred in connection with the Transaction in an aggregate amount not to exceed $70,000,000 and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits, (ii) all non-cash items increasing Consolidated Net Income (in each case of or by the Borrower and its Restricted Subsidiaries for such Measurement Period (other than with respect to cash actually received in prior periods but not recognized as income until the current period and any other accrual of revenue and other than with respect to the reversal of any accrual of, or reserve for, anticipated cash charges or asset valuation adjustments made in any prior period)) and (iii) extraordinary, unusual or nonrecurring gains.

“Consolidated First Lien Secured Indebtedness” means, as of any date of determination, the sum of then aggregate outstanding principal balance or outstanding amount of (i) Loans and L/C Obligations under this Agreement (assuming the Revolving Commitments are fully drawn), (ii) Pari Passu First Lien Debt and (iii) all other Consolidated Indebtedness and Disqualified Stock secured by a first priority Lien on any asset the Borrower or any Restricted Subsidiary, including without limitation any Permitted Mortgage Debt and the Receivables Transaction Amount under any Qualified Receivables Transaction (plus, in the case of determining the First Lien Secured Leverage Ratio for purposes of Section 2.14(b)(ii)(y) and Section 7.02(r) only, the principal amount of Replacement Incremental Debt to the extent not otherwise included in this clause (iii)) minus the lesser of (x) unrestricted cash and Eligible Securities on hand of Borrower and the Restricted Subsidiaries other than the proceeds of any Revolving Loans, Swing Line Loans or other Pari Passu First Lien Debt that are not intended to be used for working capital borrowed at the time of determination and, in the case of determining the First Lien Secured Leverage Ratio for purposes of Section 2.14(b)(ii)(y) and Section 7.02(r) only, the proceeds of Replacement Incremental Debt and the proceeds of all Borrowings under any Incremental Facility, and (y) $200,000,000.

“Consolidated Indebtedness” means, as of any date of determination, the sum of (i) all indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money outstanding on such date (including purchase money obligations and unreimbursed outstanding drawn amounts under funded letters of credit), (ii) all Capitalized Lease Obligations of the Borrower and the Restricted Subsidiaries outstanding on such date and (iii) debt obligations evidenced by bonds, debentures, notes or similar instruments, all calculated on a consolidated basis in accordance with GAAP.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, in each case, of or by the Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period.

“Consolidated Interest Expense” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Restricted Subsidiaries in connection with borrowed money (including capitalized interest and Receivables Fees) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) the portion of rent expense of the Borrower and its Restricted Subsidiaries with respect to such Measurement Period under Capital Leases that is treated as interest in accordance with GAAP, plus (c) the portion of rent expense of the Borrower and its Restricted Subsidiaries with respect to such Measurement Period in connection with Synthetic Lease Obligations that would be treated as interest in accordance with GAAP if such lease were accounted for as a Capital Lease. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense for any Measurement Period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.

“Consolidated Leverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a) the sum as of such date of (i) Consolidated Indebtedness, (ii) Disqualified Stock (determined in accordance with Section 1.03(c)(iii)) and (iii) the outstanding face amount of preferred stock in the case of any Restricted Subsidiary that is not a Guarantor, minus (y) the lesser of (1) unrestricted cash and Eligible Securities of the Borrower and its Restricted Subsidiaries other than the proceeds of any Revolving Loans, Swing Line Loans or other Pari Passu First Lien Debt that are not intended to be used for working capital borrowed at the time of determination and (2) $200,000,000 to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period.

“Consolidated Net Income” means, at any date of determination, the net income (or loss) of the Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses for such Measurement Period, (b) the net income of any Restricted Subsidiary during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Restricted Subsidiary during such Measurement Period, except that the Borrower’s equity in any net loss of any such Restricted Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income, (c) any income (or loss) for such Measurement Period of any Person if such Person is not a Restricted Subsidiary, except that the Borrower’s equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Period to the Borrower or a Restricted Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Restricted Subsidiary, such Restricted Subsidiary is not precluded from further distributing such amount to the Borrower as described in clause (b) of this proviso) and (d) any net income (loss) included in the consolidated statement of operations of the Borrower and its Restricted Subsidiaries as noncontrolling interests (including, without limitation, noncontrolling interests in Joint Venture Subsidiaries) due to the application of Accounting Standards Codification Topic 810 (Consolidation).

“Consolidated Total Assets” means, as of any date on which the amount thereof is to be determined, the net book value of all assets of the Borrower and its Restricted Subsidiaries as determined on a consolidated basis in accordance with GAAP.

“Contingent Obligation” means, as to any Person, any direct or indirect liability of that Person with respect to any Indebtedness, lease, dividend, guaranty, letter of credit or other obligation (each a “primary obligation”) of another Person (the “primary obligor”), whether or not contingent, (a) to purchase, repurchase or otherwise acquire any such primary obligation or any property constituting direct or indirect security therefor, or (b) to advance or provide funds (i) for the payment or discharge of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary obligor in respect of any such primary obligation or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of such primary obligor, or (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor thereof to make payment of such primary obligation, or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss or failure or inability to perform in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof.

“Contract Provider” means any Person who provides professional health care services under or pursuant to any contract with the Borrower or any Subsidiary.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Convertible Notes” means the Borrower’s 3.75% Convertible Senior Subordinated Notes due 2028, issued under the Convertible Notes Indenture.

“Convertible Notes Indenture” means that certain indenture, dated as of May 21, 2008, between the Borrower and U.S. Bank, National Association, as trustee, governing the Convertible Notes.

“Cost of Acquisition” means, with respect to any Permitted Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (a) the value of the Equity Interests of the Borrower or any Restricted Subsidiary to be transferred in connection therewith, (b) the amount of any cash and fair market value of other property (excluding property described in clause (a) and the unpaid principal amount of any debt instrument) given as consideration, (c) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by the Borrower or any Restricted Subsidiary in connection with such Permitted Acquisition, (d) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, (e) all amounts paid in respect of covenants not to compete, consulting agreements that should be recorded on financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Permitted Acquisition, (f) the aggregate fair market value of all other consideration given by the Borrower or any Restricted Subsidiary in connection with such Permitted Acquisition, and (g) out of pocket transaction costs for the services and expenses of attorneys, accountants and other consultants incurred in effecting such transaction, and other similar transaction costs so incurred. For purposes of determining the Cost of Acquisition for any transaction, (i) the Equity Interests of the Borrower shall be valued as the last price reported on the national securities exchange on which it is listed, (ii) the Equity Interests of any Restricted Subsidiary shall be valued as determined by the board of directors of such Restricted Subsidiary and, if requested by the Administrative Agent, determined to be a reasonable valuation by the independent public accountants referred to in Section 6.01(a), and (iii) with respect to any Permitted Acquisition accomplished pursuant to the exercise of options or warrants or the conversion of securities, the Cost of Acquisition shall include both the cost of acquiring such option, warrant or convertible security as well as the cost of exercise or conversion.

“Credit Agreement Refinancing Indebtedness” shall mean (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Lien Refinancing Debt, (c) Permitted Unsecured Refinancing Debt, or (d) Other Refinancing Indebtedness.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Growth Amount” shall mean, on any date of determination, the sum of, without duplication,

(A) the sum of Excess Cash Flow (but not less than zero in any period) commencing with the Fiscal Year ending December 31, 2012 that was not required to be applied to prepay the Term Loans pursuant to Section 2.05(b) (other than as a result of any reduction in Excess Cash Flow required to be so applied by operation of Section 2.05(b)(i)(B) as the result of Term Loans prepaid pursuant to Section 2.05(a)(i)), provided that, for purposes of Section 7.06(e), the amount in this clause (A) shall only be available if the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) was less than 5.25:1.00, determined on a Pro Forma Basis after giving effect to any such Restricted Payment actually made pursuant to Section 7.06(e), minus

(B) the sum at the time of determination of (i) the aggregate amount of Investments made since the Closing Date pursuant to Section 7.03(j)(x) and (ii) the aggregate amount of Restricted Payments made since the Closing Date pursuant to Section 7.06(e).

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” has the meaning specified in Section 2.05(b)(ix).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate for Base Rate Loans under the Term B Facility plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum, in all cases to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means, subject to Section 10.14(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (ii) pay to the Administrative Agent, any L/C Issuer, or any Swing Line Lender any other amount required to be paid by it hereunder (including in respect of its participation in L/C Obligations or Swing Line Loans) within two Business Days of the date when due or (iii) in the absence of a good faith dispute between such Lenders, pay to any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in L/C Obligations or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any L/C Issuer or Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) after the date of this Agreement has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 10.14(b)) upon delivery of written notice of such determination to the Borrower, each L/C Issuer, each Swing Line Lender and each Lender.

“Designated Dispositions” means the proposed Dispositions of the Borrower’s Hospital Facilities located in Xxxxx County, Tennessee, Knoxville, Tennessee (Riverside Campus) and Mesquite, Texas.

“Disposition” or “Dispose” means the sale, lease, transfer or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith and any issuance and sale of Equity Interests of any Restricted Subsidiary of the Borrower other than to the Borrower or any Restricted Subsidiary.

“Disqualified Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a mandatory prepayment, redemption, put, call, sinking fund obligation or other repurchase obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to 91 days following the Latest Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to 91 days following the Latest Maturity Date, (c) contains any mandatory prepayment, redemption, put, call, sinking fund obligation or other repurchase obligation which may come into effect prior to payment in full of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable and for which no events or claims that could give rise thereto are then pending or outstanding) other than repurchase obligations with respect to the Borrower’s common Equity Interests issued to employees and directors of the Borrower and its Subsidiaries upon death, disability, retirement, severance or termination of employment or service and which provide that any repurchase obligation shall not be effective during the continuance of an Event of Default or if such purchase of the Borrower’s Equity Interest would not otherwise be permitted by this Agreement or would result in an Event of Default under this Agreement or (d) require the cash payment of dividends or distributions at any time on or prior to 91 days following the Latest Maturity Date; provided, however, that (x) only the portion of Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date or requires such cash payment will be deemed to be Disqualified Stock and (y) any Equity Interest that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Equity Interest upon the occurrence of a “change of control” or with asset sale proceeds shall not constitute Disqualified Stock if:

(1) the “change of control” or asset sale proceeds application provisions applicable to such Equity Interest are not more favorable to the holders of such Equity Interest than the terms applicable to the Loans; and

(2) any such requirement only becomes operative after compliance with such terms applicable to the Loans.

“Dollar” and “$” mean lawful money of the United States.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include Borrower or its Subsidiaries or Affiliates other than in connection with a purchase of Term Loans permitted by Section 2.15.

“Eligible Securities” means the following obligations and any other obligations previously approved in writing by the Administrative Agent:

(a) Government Securities;

(b) obligations of any corporation organized under the laws of any state of the United States of America or under the laws of any other nation, payable in the United States of America, expressed to mature not later than 92 days following the date of issuance thereof and rated in an investment grade rating category by S&P and Xxxxx’x;

(c) interest bearing demand or time deposits issued by any Lender or certificates of deposit maturing within one year from the date of issuance thereof and issued by a bank or trust company organized under the laws of the United States or of any state thereof having capital surplus and undivided profits aggregating at least $400,000,000 and being rated “A” or better by S&P or “A” or better by Xxxxx’x;

(d) Repurchase Agreements;

(e) Municipal Obligations;

(f) Pre-Refunded Municipal Obligations;

(g) shares of mutual funds which invest in obligations described in paragraphs (a) through (f) above, the shares of which mutual funds are at all times rated “AA” or better by S&P;

(h) tax-exempt or taxable adjustable rate preferred stock issued by a Person having a rating of its long term unsecured debt of “A” or better by S&P or “A-2” or better by Xxxxx’x; and

(i) asset-backed remarketed certificates of participation representing a fractional undivided interest in the assets of a trust, which certificates are rated at least “A-1” by S&P and “P-1” by Xxxxx’x.

“Employee Benefit Plan” means (i) any employee benefit plan within the meaning of Section 3(3) of ERISA (other than any Pension Plan) which is maintained for employees of the Borrower or any of its ERISA Affiliates, or any Subsidiary or is assumed by the Borrower or any of its ERISA Affiliates, or any Subsidiary in connection with any Permitted Acquisition, (ii) any Pension Plan which is maintained or contributed to by (or to which there is or may be an obligation to contribute) the Borrower or any of its ERISA Affiliates, and each such plan for the five-year period immediately following the latest date on which the Borrower or any of its ERISA Affiliates maintained, contributed to or had an obligation to contribute to such plan, and (iii) any plan, arrangement, understanding or scheme maintained by the Borrower or any Subsidiary that provides retirement, deferred compensation, employee or retiree medical or life insurance, severance benefits or any other benefit covering any employee or former employee and which is administered under any Foreign Benefit Law or regulated by any Governmental Authority other than the United States of America.

“Environmental Laws” means the common law and any foreign, federal, state or local statute, law, ordinance, code, rule, regulation, order or decree of any Governmental Authority, permit or license regulating, relating to, or imposing liability or standards of conduct concerning, any environmental matters or conditions, environmental protection or conservation, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Clean Air Act, the Clean Water Act, and any other analogous law.

“Environmental Liability” means any liability, contingent or otherwise (including without limitation any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” shall have the meaning assigned to such term in Section 5.18.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination. Equity Interests shall not include the Convertible Notes or other Indebtedness convertible or exchangeable for Equity Interests.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any person that for purposes of Title I or Title IV of ERISA or Section 412 of the Code would be deemed at any relevant time to be a “single employer,” or otherwise aggregated with the Borrower or a Subsidiary of the Borrower under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; (g) the failure to make a required contribution to any Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a lien or encumbrance; there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title 1 of ERISA), whether or not waived; or the filing of any request for or receipt of a minimum funding waiver under Section 412 of the Code with respect to any Pension Plan or Multiemployer Plan, or that such filing may be made; or a determination that any Pension Plan or Multiemployer Plan is, or is expected to be, in at-risk status under Title IV of ERISA; (h) engaging in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA to the extent such non-exempt prohibited transaction would reasonably be expected to result in a Material Adverse Effect; or (i) any event or condition with respect to any Employee Benefit Plan which is regulated by any Foreign Benefit Law that results in the termination of such Employee Benefit Plan or the revocation of such Employee Benefit Plan’s authority to operate under the applicable Foreign Benefit Law.

“Eurodollar Rate” means,

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to:

(i) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; or

(ii) if for any reason such rate is not available, then “Eurodollar Rate” shall mean the rate per annum at which, as determined by the Administrative Agent in accordance with its customary practices, Dollars in an amount comparable to the Eurodollar Rate Loan being made, continued or converted are being offered to leading banks at approximately 11:00 A.M. London time, two (2) Business Days prior to the commencement of the applicable Interest Period for settlement in immediately available funds by leading banks in the London interbank market for a period equal to the Interest Period selected.

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two (2) Business Days prior to such date for a term equal to one month commencing that day or (ii) if for any reason such rate is not available, the rate per annum at which, as determined by the Administrative Agent in accordance with its customary practices, Dollars in an amount comparable to the Base Rate Loan being made, continued or converted are being offered to leading banks at approximately 11:00 A.M. London time, two (2) Business Days prior to such date in immediately available funds by leading banks in the London interbank market for a period equal to one month.

(c) notwithstanding the foregoing for purposes only of determining the interest rate applicable to Term B Loans, the Eurodollar Rate with respect to any applicable Interest Period with respect to a Eurodollar Rate Loan or with respect to a Base Rate Loan will be deemed to be 1.00% per annum if the applicable Eurodollar Rate determined pursuant to this definition would otherwise be less than 1.00% per annum.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, for any Fiscal Year of the Borrower, the excess (if any) of (a) the sum of (i) Consolidated EBITDA for such Fiscal Year, (ii) an amount equal to any income or gain excluded from the calculation of Consolidated EBITDA by virtue of the definition thereof to the extent realized in cash and (iii) the difference, if positive, of the amount of Net Working Capital at the end of the prior Fiscal Year over the amount of Net Working Capital at the end of such Fiscal Year over (b) the sum (for such Fiscal Year) of (i) Consolidated Interest Expense actually paid in cash by the Borrower and its Subsidiaries, (ii) scheduled principal repayments, to the extent actually made, of Term Loans pursuant to Section 2.07, (iii) all taxes actually paid in cash by the Borrower and its Subsidiaries, (iv) an amount equal to any expenses excluded from the calculation of Consolidated EBITDA by virtue of the definition thereof to the extent paid in cash, (v) the amount of Investments and acquisitions made in cash during such period pursuant to Section 7.03 (other than Section 7.03(j)(x)) to the extent that such Investments and acquisitions were financed with internally generated cash flow of the Borrower and its Restricted Subsidiaries, (vi) Capital Expenditures actually made by the Borrower and its Subsidiaries in such Fiscal Year to the extent financed with internally generated cash flow of the Borrower and its Restricted Subsidiaries (including operating leases), and (vii) the absolute value of the difference, if negative, of the amount of Net Working Capital at the end of the prior Fiscal Year over the amount of Net Working Capital at the end of such Fiscal Year.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), (b) Connection Taxes, (c) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Recipient acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or if such Recipient is an intermediary, partnership or other flow-through entity for U.S. tax purposes, the later of the date on which such Recipient becomes a party to this Agreement and the date on which the relevant beneficiary or member of such Recipient becomes such a beneficiary or member, or (ii) such Recipient changes its lending office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its Lending Office, (d) Taxes attributable to such Recipient’s failure to comply with Section 3.01(f), and (e) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Letters of Credit” means the letters of credit listed on Schedule 1.01(b).

“Extended Revolving Commitment” shall have the meaning assigned to such term in Section 2.17.

“Extending Revolving Lender” shall have the meaning assigned to such term in Section 2.17.

“Extended Term Loans” shall have the meaning assigned to such term in Section 2.17.

“Extending Term Lender” shall have the meaning assigned to such term in Section 2.17.

“Extension” shall have the meaning assigned to such term in Section 2.17.

“Extension Offer” shall have the meaning assigned to such term in Section 2.17.

“Extraordinary Receipt” means any proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) or, condemnation awards (and payments in lieu thereof); provided, however, that an Extraordinary Receipt shall not include cash receipts from proceeds of insurance, condemnation awards (or payments in lieu thereof) to the extent that such proceeds, awards or payments (a) in respect of loss or damage to equipment, fixed assets or real property are applied (or in respect of which expenditures were previously incurred) to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received in accordance with the terms of Section 2.05(b)(iv) or (b) are received by any Person in respect of any third party claim against such Person and applied to pay (or to reimburse such Person for its prior payment of) such claim and the costs and expenses of such Person with respect thereto.

“Facilities” shall mean the revolving credit, swingline, letter of credit and term loan facilities provided for by this Agreement.

“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 thereto) and any current or future regulations or official interpretations thereof.

“Federal Funds Rate” means, for any day, the 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 on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Xxxxx Fargo Bank National Association on such day on such transactions, as determined by the Administrative Agent.

“Federal health care offense” has the same meaning as the definition at subsection (a) of 18 U.S.C. § 24, and any statutes succeeding thereto.

“Federal health care program” has the same meaning as the definition at subsection (f) of 42 U.S.C. § 1320a-7b, and any statutes succeeding thereto.

“Fee Letter” means the arranger letter agreement, dated November 1, 2011, among the Borrower, the Administrative Agent, the Arrangers, Xxxxx Fargo Bank, National Association and Deutsche Bank Trust Company Americas.

“First Lien Secured Leverage Ratio” means, as of any date of determination, the ratio, on a Pro Forma Basis, of (a) Consolidated First Lien Secured Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period.

“Fiscal Year” means the twelve month fiscal period of the Borrower and its Subsidiaries commencing on January 1 of each calendar year and ending on December 31 of such calendar year.

“Flood Hazard Property” means any Mortgaged Property that is in an area designated by the Federal Emergency Management Agency (or any successor agency), the Secretary of Housing and Urban Development or any other Governmental Authority as having special flood or mudslide hazards in any Flood Insurance Rate Map published by the Federal Emergency Management Agency or as otherwise stipulated by any such Governmental Authority.

“Foreign Benefit Law” means any applicable statute, law, ordinance, code, rule, regulation, order or decree of any foreign nation or any province, state, territory, protectorate or other political subdivision thereof regulating, relating to, or imposing liability or standards of conduct concerning, any Employee Benefit Plan.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Subsidiary” means any Subsidiary of the Borrower which is organized and existing under the laws of any jurisdiction outside of the United States of America (or Subsidiaries thereof) or that is a Foreign Subsidiary Holdco. Any subsidiary of the Borrower which is organized and existing under the laws of Puerto Rico or any other territory of the United States of America shall be a Foreign Subsidiary.

“Foreign Subsidiary Holdco” means any Restricted Subsidiary of the Borrower substantially all of whose assets consist of Equity Interests (or Equity Interests and Indebtedness) of one or more Foreign Subsidiaries (or Foreign Subsidiaries thereof) and other assets (including cash or Eligible Securities) relating to any such Equity Interests or Indebtedness.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to any Swing Line Lender, such Defaulting Lender’s Applicable Percentage of outstanding Swing Line Loans made by such Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Government Securities” means direct obligations of, or obligations the timely payment of principal and interest on which are fully and unconditionally guaranteed by, the United States of America.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any Medicare or Medicaid contractors, intermediaries or carriers or any supra-national body such as the European Union or the European Central Bank).

“Governmental Payor” means Medicare, Medicaid, TRICARE, CHAMPVA, any state health plan adopted pursuant to Title XIX of the Social Security Act, any other state or federal health care program and any other Governmental Authority which presently or in the future maintains a Third Party Payor Program.

“Guarantor EBITDA Test” shall be satisfied at any time that the portion of Consolidated EBITDA attributable to Restricted Subsidiaries that are not Guarantors (which, for this purpose, shall be calculated without giving effect to minority interest ownership by Persons other than the Borrower and its Restricted Subsidiaries) for the four fiscal quarters most recently ended for which financial statements of the Borrower have been delivered pursuant to Section 6.01(a) or Section 6.01(b) are available shall account for no more than 40% of Consolidated EBITDA (which, for this purpose, shall be calculated without giving effect to minority interest ownership by Persons other than the Borrower and its Restricted Subsidiaries) for the same period.

“Guarantors” means, collectively, the Restricted Subsidiaries of the Borrower listed on Schedule 1.01(e) and each other Restricted Subsidiary of the Borrower that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.13.

“Guaranty” means, collectively, the Guaranty made by the Guarantors in favor of the Secured Parties, substantially in the form of Exhibit F, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.13.

“Hazardous Materials” means, all explosive or radioactive substances, wastes, substances, pollutants, contaminants, materials, chemicals, compounds and constituents including petroleum or petroleum products, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, mold, infectious or medical wastes of any nature subject to regulation pursuant to any Environmental Law.

“Health Care Laws” means all Laws relating to (a) fraud and abuse (including without limitation the following statutes, as amended, modified or supplemented from time to time and any successor statutes thereto and regulations promulgated from time to time thereunder: the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)); the Xxxxx Law (42 U.S.C. § 1395nn and §1395(q)); the civil False Claims Act (31 U.S.C. § 3729 et seq.); Sections 1320a-7 and 1320a-7a and 1320a-7b of Title 42 of the United States Code; the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Pub. L. No. 108-173)); (b) Medicare, Medicaid, CHAMPVA, TRICARE or other Third Party Payor Programs; (c) the licensure or regulation of healthcare providers, suppliers, professionals, facilities or payors; (d) the provision of, or payment for, health care services, items or supplies; (e) patient health care; (f) quality, safety certification and accreditation standards and requirements; (g) the billing, coding or submission of claims or collection of accounts receivable or refund of overpayments; (h) HIPAA; (i) all health planning and certificate of need laws; (j) certificates of operations and authority; (k) laws regulating the provision of free or discounted care or services; and (l) any and all other applicable federal, state or local health care laws, rules, codes, statutes, regulations, manuals, orders, ordinances, statutes, policies, professional or ethical rules, administrative guidance and requirements, as the same may be amended, modified or supplemented from time to time, and any successor statute thereto.

“Hedge Bank” means any Person that (a) at the time it enters into a Secured Hedge Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Secured Hedge Agreement or (b) is a Lender or an Affiliate of a Lender on the Closing Date and entered into a Secured Hedge Agreement prior to the Closing Date.

“HHS” means the United States Department of Health and Human Services, and any successor thereto.

“HIPAA” means the (a) Health Insurance Portability and Accountability Act of 1996; (b) the Health Information Technology for Economic and Clinical Health Act (Title XIII of the American Recovery and Reinvestment Act of 2009); and (c) any state and local laws regulating the privacy and/or security of individually identifiable information, including state laws providing for notification of breach of privacy or security of individually identifiable information, in each case with respect to the laws described in clauses (a), (b) and (c) of this definition, as the same may be amended, modified or supplemented from time to time, any successor statutes thereto, any and all rules or regulations promulgated from time to time thereunder.

“Hospital Facility” means a general acute care, psychiatric or other hospital and all related parcels and improvements of real property necessary for or integrated with the operation of such hospital, but excluding any related parcel of real property associated with such hospital that is immaterial to the operation thereof.

“IFRS” shall mean International Financial Reporting Standards, a set of accounting standards developed by the International Accounting Standards Board.

“Increase Effective Date” shall have the meaning assigned to such term in Section 2.14.

“Increase Joinder” shall have the meaning assigned to such term in Section 2.14.

“Incremental Facility” shall have the meaning assigned to such term in Section 2.14.

“Incremental Revolving Increase” shall have the meaning assigned to such term in Section 2.14.

“Incremental Revolving Loan” shall have the meaning assigned to such term in Section 2.14.

“Incremental Term Loan” shall have the meaning assigned to such term in Section 2.14.

“Incremental Term Loan Facility” shall have the meaning assigned to such term in Section 2.14.

“Incremental Term Loan Maturity Date” shall have the meaning assigned to such term in Section 2.14.

“Indebtedness” means with respect to any Person, without duplication, (a) the outstanding principal amount of all obligations, whether current or long-term, for money borrowed (including the Obligations hereunder) and all obligations evidenced by bonds, debentures, promissory notes, loan agreements or similar instruments or obligations for the payment of money (including reimbursement agreements and conditional sales or similar title retention agreements), (b) all Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations, (c) the deferred purchase price of any property or services, (d) the aggregate face amount of all surety bonds, letters of credit, bankers’ acceptances, bank guaranties and similar instruments, (e) without duplication, all Contingent Obligations with respect to Indebtedness of any of the foregoing types referred to in this definition, (f) Disqualified Stock, (g) all Indebtedness of any of the foregoing types referred to in this definition of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Restricted Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Restricted Subsidiary and (h) all Indebtedness of any of the foregoing types referred to in this definition secured by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such Person.

The principal amount of Indebtedness of the type described in clause (h) of this definition shall be the lesser of (i) the fair market value of the property subject to the Lien securing such Indebtedness and (ii) the outstanding principal amount of such Indebtedness. The accrual of interest, accrual of dividends, the accretion of accreted value, or the amortization of debt discount will not be deemed to be an incurrence of Indebtedness.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 10.04(b).

“Initial Term Commitments” means the Term A Commitment and the Term B Commitment.

“Initial Term Lenders” means the Term A Lenders and the Term B Lenders.

“Initial Term Loans” means the Term A Loans and the Term B Loans.

“Intellectual Property Security Agreement” has the meaning specified in Section 4.01(a)(v).

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing Line Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Facility for purposes of this definition).

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice or such other period that is twelve months or less requested by the Borrower and consented to by all the Lenders affected thereby; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Contingent Obligation or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to any such Letter of Credit.

“Joint Venture Subsidiary” means (i) the Subsidiaries of the Borrower listed on Schedule 1.01(b) and (ii) any other Restricted Subsidiary of the Borrower that is or will simultaneously become non-wholly owned that the Borrower designates as a “Joint Venture Subsidiary” by written notice to the Administrative Agent pursuant to Section 6.18(b) subsequent to the Closing Date.

“Junior Lien Debt” shall mean secured Indebtedness incurred by one or more Loan Parties; provided that (i) such Indebtedness is secured by the Collateral on a subordinated basis to the Obligations, the obligations in respect of any Permitted First Priority Refinancing Debt, the Senior Notes and any other Pari Passu First Lien Debt, including any Permitted Refinancing thereof and is not secured by any property or assets of Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory prepayment, redemption, put, call, sinking fund obligation or other repurchase obligation (except customary asset sale or change of control provisions that only become operative after compliance with the terms of this Agreement), in each case, prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iii) the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (iv) such Indebtedness is not guaranteed by any Subsidiaries other than the Guarantors, (v) an agent or trustee acting on behalf of the holders of such Indebtedness shall have become party to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and (vi) such Indebtedness has customary terms for such type of Indebtedness, has no financial maintenance covenants and has covenants, representations, warranties, events of default, guarantees and other terms, collateral and mandatory prepayments no more restrictive (taken as a whole and as determined by the Borrower in good faith) than the terms of this Agreement.

“Knowledge of the Borrower” means, with respect to any matter, the actual knowledge of any one or more of the Chief Executive Officer, Chief Financial Officer, General Counsel or any Executive Vice President of the Borrower after due inquiry of those officers of the Borrower with direct responsibility for such matter.

“Latest Maturity Date” shall mean, at any date of determination, the latest maturity or termination date applicable to any Loan (including any Swingline Loan) or Commitment (including any Swingline Commitment) hereunder at such time, including the latest maturity or expiration date of any Other Term Loan, any Other Term Commitment, any Other Revolving Loan or any Other Revolving Commitment, in each case as extended in accordance with this Agreement from time to time.

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

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means (i) Xxxxx Fargo Bank, National Association in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder and (ii) solely with respect to the applicable Existing Letters of Credit listed on Schedule 1.01(b), SunTrust Bank.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lenders” shall mean (a) the financial institutions that have become a party hereto on the Closing Date and (b) any financial institution that has become a party hereto pursuant to an Assignment and Assumption, an Increase Joinder or a Refinancing Amendment, other than, in each case, any such financial institution that has ceased to be a party hereto pursuant to an Assignment and Assumption. Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means (x) prior to date of the effectiveness of any Extension with respect to the Revolving Commitments (with the written consent of the L/C Issuer) or any Refinancing Amendment, in each case, which specifies an extended Letter of Credit Expiration Date, the day that is five Business Days prior to the earliest Revolving Maturity Date and (y) following the date of such Extension or Refinancing Amendment referred to in clause (x), the date specified as the “Letter of Credit Expiration Date” in the documentation for such Extension or such Refinancing Amendment, as applicable, in respect of Letters of Credit issued under such Extension or such Refinancing Amendments, it being understood that Letters of Credit issued under Revolving Commitments contemplated in clause (x) shall continue to expire five Business Days prior to the Revolving Maturity Date contemplated by clause (i) of such definition.

“Letter of Credit Fee” has the meaning specified in Section 2.03(i).

“Letter of Credit Sublimit” means an amount equal to $75,000,000 or such other amount as may be specified in respect of a Class of Revolving Commitments in the related Increase Joinder or Refinancing Amendment; provided, that immediately upon the delivery of any letter of credit issued by Bank of America, N.A. for cancellation and the concurrent request by the Borrower for issuance of a Letter of Credit to replace such returned letter of credit, the Letter of Credit Sublimit shall be temporarily increased to the extent necessary to permit issuance of a Letter of Credit to replace such returned letter of credit. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loans” shall mean, as the context may require, a Revolving Loan, a Term Loan, a Swingline Loan, an Incremental Term Loan, an Other Revolving Loan or an Other Term Loan.

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty, (d) the Collateral Documents, (e) the Fee Letter, (f) each Issuer Document, (g) each Secured Hedge Agreement and (h) each Secured Cash Management Agreement; provided that for purposes of the definition of “Material Adverse Effect” and Articles 4 through 9, “Loan Documents” shall not include Secured Hedge Agreements or Secured Cash Management Agreements.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the business, properties, operations, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower or the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Subsidiary” means (a) any direct or indirect Restricted Subsidiary of the Borrower that (i) has total assets equal to or greater than 5% of Consolidated Total Assets (calculated as of the most recent fiscal period with respect to which the Administrative Agent shall have received financial statements required to be delivered pursuant to Sections 6.01(a) or (b) (or if prior to delivery of any financial statements pursuant to such Sections, then calculated with respect to the Audited Financial Statements) (the “Required Financial Information”)) or (ii) has net income equal to or greater than 5% of Consolidated Net Income (calculated for the most recent period for which the Administrative Agent has received the Required Financial Information) and (b) solely for purposes of Sections 8.01(f), (g) or (i), each other Restricted Subsidiary that is the subject of an Event of Default under one or more of such Sections and that, when such Restricted Subsidiary’s total assets and net income are aggregated with the total assets or net income, as applicable, of each other Restricted Subsidiary that is the subject of an Event of Default under one or more of such Sections, would constitute a Material Subsidiary under clause (a).

“Measurement Period” means, at any date of determination, the most recently completed four fiscal quarters of the Borrower.

“Medicaid Certification” means certification by CMS or a state agency or entity under contract with CMS that health care operations are in compliance with all the conditions of participation set forth in the Medicaid Regulations.

“Medicaid Provider Agreement” means an agreement entered into between the applicable state agency or such other entity as may administer the Medicaid program and a health care operation under which agreement the health care operation agrees to provide services for Medicaid beneficiaries in accordance with the terms of such agreement and Medicaid Regulations.

“Medicaid Regulations” means, collectively, (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting the medical assistance program established by Title XIX of the Social Security Act, (b) all applicable provisions of all federal rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (a) above and all federal administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (a) above; (c) all state statutes and plans for medical assistance enacted in connection with the statutes and provisions described in clauses (a) and (b) above; and (d) all applicable provisions of all rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (c) above and all state administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (c) above.

“Medicare Certification” means certification by CMS or a state agency or entity under contract with CMS that the health care operation is in compliance with all the conditions of participation set forth in the Medicare Regulations.

“Medicare Provider Agreement” means an agreement entered into between a state agency or other such entity administering the Medicare program and a health care operation under which the health care operation agrees to provide services for Medicare beneficiaries in accordance with the terms of the agreement and Medicare Regulations.

“Medicare Regulations” means, collectively, all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act, together with all applicable provisions of all rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities (including without limitation, HHS, CMS, the Office of the Inspector General for HHS, or any Person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing having the force of law.

“Minimum Extension Condition” shall have the meaning assigned to such term in Section 2.17.

“Minimum Tranche Amount” shall have the meaning assigned to such term in Section 2.17.

“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto.

“Mortgage EBITDA Test” shall be satisfied at any time that the portion of Consolidated EBITDA attributable to Guarantors that own or lease Mortgaged Properties (in the case of leases, that are Mortgageable Properties) (but excluding (x) any portion of Consolidated EBITDA attributable to parcels of real property owned or leased by Guarantors or Mortgageable Properties of Guarantors that, in each case, are not Mortgaged Properties and (y) any portion of Consolidated EBITDA attributable to Mortgaged Properties leased by Guarantors in excess of 15% of Consolidated EBITDA) shall account for at least 50% of Consolidated EBITDA for the four quarter period most recently ended for which financial statements are available.

“Mortgageable Property” means (i) real property owned by the Borrower or any of its Restricted Subsidiaries and (ii) real property leased by the Borrower or any of its Restricted Subsidiaries (provided that the term of such lease expires, or the Borrower or the relevant Restricted Subsidiary has the unconditional right to extend the term of such lease to a date that is, at least 365 days after the Latest Maturity Date).

“Mortgages” has the meaning specified in Section 6.13(a).

“Mortgage Policies” has the meaning specified in Section 6.13(a).

“Mortgaged Property” means each parcel of real property and improvements thereto subject to a Mortgage.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Municipal Obligations” means general obligations issued by, and supported by the full taxing authority of, any state of the United States of America or of any municipal corporation or other public body organized under the laws of any such state which are rated in the highest investment rating category by both S&P and Moody’s.

“Net Cash Proceeds” means:

(a) with respect to any Disposition by the Borrower or any of its Restricted Subsidiaries, or any Extraordinary Receipt received or paid to the account of the Borrower or any of its Restricted Subsidiaries, the excess, if any, of (i) the sum of cash and Eligible Securities received in connection with such transaction (including any cash or Eligible Securities received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket expenses incurred by the Borrower or such Restricted Subsidiary in connection with such transaction and (C) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds; and

(b) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any of its Restricted Subsidiaries, the excess of (i) the sum of the cash and Eligible Securities received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by the Borrower or such Restricted Subsidiary in connection therewith.

“Net Working Capital” shall mean, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Guarantor Subsidiary” means (i) any direct or indirect Foreign Subsidiary or any Foreign Subsidiary Holdco, (ii) any Subsidiary that is prohibited by applicable law from entering into a Guaranty with respect to the Obligations and any direct or indirect Subsidiary thereof, (iii) [Reserved], (iv) any Joint Venture Subsidiary and any direct or indirect Subsidiary thereof, (v) any Physician Management Subsidiary, (vi) any Subsidiary that is not a Material Subsidiary (other than a Guarantor that has granted a lien to the Collateral Agent on a Mortgaged Property), subject to the requirements of Section 6.13(e), (vii) any Receivables Entity, (viii) any Subsidiary acting as a Captive Insurer and (ix) any Subsidiary that incurs and has outstanding Permitted Mortgage Debt; provided that if any Non-Guarantor Subsidiary shall guarantee any Indebtedness of the Borrower or any Guarantor, then such Subsidiary shall cease to be a Non-Guarantor Subsidiary. The Non-Guarantor Subsidiaries as of the Closing Date are listed on Schedule 1.01(c).

“Note” means any notes evidencing the Term Loans, Revolving Loans or Swing Line Loans issued pursuant to this Agreement, if any, substantially in the form of Exhibit C-1 or C-2.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Refinancing Indebtedness” shall mean Indebtedness that satisfies the Refinancing Conditions and is incurred under Other Term Commitments or Other Revolving Commitments under this Agreement obtained pursuant to a Refinancing Amendment.

“Other Revolving Commitments” shall mean one or more Classes of revolving credit commitments hereunder or extended Revolving Commitments that result from a Refinancing Amendment.

“Other Revolving Loans” shall mean the Revolving Loans made pursuant to any Other Revolving Commitment.

“Other Taxes” means all present or future stamp, court or documentary, intangible, mortgage, recording, transfer, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“Other Term Commitments” shall mean one or more Classes of term loan commitments hereunder that result from a Refinancing Amendment.

“Other Term Loans” shall mean one or more Classes of Term Loans that result from a Refinancing Amendment.

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Pari Passu First Lien Debt” means (a) the Senior Notes and any Permitted Refinancing thereof and (b) and any other Indebtedness of the Borrower expressly permitted under this Agreement to be secured by the Collateral on a pari passu basis with the Obligations; provided that, (i) the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent); (ii) such Indebtedness is not guaranteed by any Subsidiaries other than the Guarantors and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral and (iii) a Senior Representative acting on behalf of the holders of such Indebtedness, the Borrower and Guarantors shall have become party to an intercreditor agreement with the Administrative Agent reasonably acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld).

“Pari Passu First Lien Debt Agreement” means any agreement or instrument governing or pursuant to which Pari Passu First Lien Debt is borrowed or issued.

“Participant” has the meaning specified in Section 10.06(d).

“PATRIOT Act” has the meaning specified in Section 10.18.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, and each such plan for the five-year period immediately following the latest date on which the Borrower or any ERISA Affiliate maintained, contributed to or had an obligation to contribute to (or is deemed under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to) such plan.

“Perfection Certificate” means a perfection certificate, executed by the Borrower substantially in the form of Exhibit J.

“Permits” means, with respect to any Person, any permit, approval, consent, authorization, license, provisional license, registration, accreditation, certificate, certification, certificate of need, qualification, operating authority, concession, grant, franchise, variance or permission from, and any other contractual obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including without limitation all Permits under Health Care Laws.

“Permitted Acquisition” has the meaning specified in Section 7.03(g).

“Permitted Encumbrances” has the meaning specified in the Mortgages.

“Permitted First Priority Refinancing Debt” shall mean any secured Indebtedness incurred by one or more Loan Parties in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is Pari Passu First Lien Debt, (ii) such Indebtedness satisfies the Refinancing Conditions, (iii) the Net Cash Proceeds of such Indebtedness are applied to prepay the Term Loans (including portions of Classes of Term Loans, Incremental Term Loans or Other Term Loans) at par (together with any Term B Loan Prepayment Premium) or, after all Term Loans have been repaid in full and all Term Loan Commitments have been terminated, outstanding Swing Line Loans and Revolving Loans (with a corresponding permanent reduction of the Revolving Commitments), (iv) such Indebtedness is not guaranteed by any Subsidiaries other than the Guarantors and (v) such Indebtedness has customary terms for such type of Indebtedness, has no financial maintenance covenants and has covenants, representations, warranties, events of default, guarantees and other terms, collateral and mandatory prepayments no more restrictive (taken as a whole) than those under the Facilities being prepaid (as determined by the Borrower in good faith). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Junior Lien Refinancing Debt” means Junior Lien Debt that (i) satisfies the Refinancing Conditions and (ii) the Net Cash Proceeds of which are applied to prepay Term Loans (including portions of Classes of Term Loans, Incremental Term Loans or Other Term Loans) at par (together with any Term B Loan Prepayment Premium) or, after all Term Loans have been repaid in full and all Term Loan Commitments have been terminated, outstanding Swing Line Loans and Revolving Loans (with a corresponding permanent reduction of the Revolving Commitments); provided, that such Indebtedness has customary terms for such type of Indebtedness, has no financial maintenance covenants and has covenants, representations, warranties, events of default, guarantees and other terms, collateral and mandatory prepayments no more restrictive (taken as a whole) than those under the Facilities being prepaid (as determined by the Borrower in good faith). Permitted Junior Lien Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Mortgage Debt” means Indebtedness incurred by a Restricted Subsidiary (a) which is not also Indebtedness of the Borrower or any other Subsidiary and that is unsecured or secured only by the assets of such Restricted Subsidiary, (b) which satisfies the Refinancing Conditions, and (c) the Net Cash Proceeds of which shall be applied, first, pro rata to the Term Loans of each Class and to the principal repayment installments thereof at par (together with any Term B Loan Prepayment Premium)and, second, pro rata to the Revolving Exposure of the Revolving Lenders of each class of Revolving Loans and Commitments in the manner set forth in clause (viii) of Section 2.05(b); provided that such Restricted Subsidiary may only incur such Indebtedness if (x) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to the incurrence of such Permitted Mortgage Debt and (y) the First Lien Secured Leverage Ratio after giving effect to the incurrence of such Indebtedness and the application of the proceeds thereof is equal to or less than the First Lien Secured Leverage Ratio before giving effect to the incurrence of such Indebtedness.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person with Indebtedness; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) at the time thereof, no Event of Default under Section 8.01(f) or (g) shall have occurred and be continuing, (d) no Person that is not an obligor under the Indebtedness being modified, refinanced, refunded, renewed or extended shall be an obligor under such modification, refinancing, refunding, renewal or extension and (e) (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) Indebtedness of the Borrower or a Restricted Subsidiary shall not refinance Indebtedness of an Unrestricted Subsidiary unless such refinancing is an Investment that is permitted under Section 7.03, (iii) any such refinancing Indebtedness shall not have any greater collateral security than such Indebtedness being refinanced and (iv) such Indebtedness has customary terms for such type of Indebtedness, has no financial maintenance covenants and has covenants, representations, warranties, events of default, guarantees and other terms, collateral and mandatory prepayments no more restrictive (taken as a whole) than the terms of this Agreement (as determined by the Borrower in good faith).

“Permitted Unsecured Refinancing Debt” means Senior Unsecured Indebtedness or Subordinated Indebtedness (i) that satisfies the Refinancing Conditions and (ii) the Net Cash Proceeds of which are applied to prepay Term Loans (including portions of Classes of Term Loans, Incremental Term Loans or Other Term Loans) at par (together with any Term B Loan Prepayment Premium) or, after all Term Loans have been repaid in full and all Term Loan Commitments have been terminated, outstanding Swing Line Loans and Revolving Loans (with a corresponding permanent reduction of the Revolving Commitments). Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

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

“Physician Management Subsidiary” means a Subsidiary that employs and/or provides management services to one or more physicians, independent contract physicians and/or healthcare facilities pursuant to a management services, practice support or similar arrangement.

“Physician Support Obligation” means:

(1) a loan to or on behalf of, or a Contingent Obligation with respect to Indebtedness of or income of, a physician or healthcare professional providing service to patients in the service area of a Hospital Facility operated by the Borrower or any of its Restricted Subsidiaries made or given by the Borrower or any Subsidiary of the Borrower:

(A) in the ordinary course of its business; and

(B) pursuant to a written agreement having a period not to exceed five years; or

(2) Contingent Obligations of the Borrower or any Restricted Subsidiary with respect to leases and loans to acquire property (real or personal) for or on behalf of a physician or healthcare professional providing service to patients in the service area of a Hospital Facility operated by the Borrower or any of its Restricted Subsidiaries; or

(3) recruitment and relocation payments to physicians in the ordinary course of business.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning specified in Section 6.02.

“Pledged Debt” has the meaning specified in the Security Agreement.

“Pledged Equity” has the meaning specified in the Security Agreement.

“Post-Acquisition Period” means, with respect to any Permitted Acquisition or any acquisition consummated prior to the Closing Date, the period beginning on the date such Permitted Acquisition or such other acquisition consummated prior to the Closing Date is consummated and ending on the last day of the fourth consecutive fiscal quarter immediately following the date on which such Permitted Acquisition or such other acquisition consummated prior to the Closing Date is consummated.

“Post-Increase Revolving Lenders” shall have the meaning assigned to such term in Section 2.17.

“Preferred Stock” as applied to the Equity Interest of any corporation, means Equity Interest of any class or classes (however designated) that is preferred as to the payment of dividends upon liquidation, dissolution or winding up.

“Pre-Increase Revolving Lenders” shall have the meaning assigned to such term in Section 2.17.

“Pre-Refunded Municipal Obligations” means obligations of any state of the United States of America or of any municipal corporation or other public body organized under the laws of any such state which are rated, based on the escrow, in the highest investment rating category by both S&P and Xxxxx’x and which have been irrevocably called for redemption and advance refunded through the deposit in escrow of Government Securities or other debt securities which are (a) not callable at the option of the issuer thereof prior to maturity, (b) irrevocably pledged solely to the payment of all principal and interest on such obligations as the same becomes due and (c) in a principal amount and bear such rate or rates of interest as shall be sufficient to pay in full all principal of, interest, and premium, if any, on such obligations as the same becomes due as verified by a nationally recognized firm of certified public accountants.

“Proceeding” means any investigation, inquiry, litigation, review, hearing, suit, claim, audit, arbitration, proceeding or action (in each case, whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

“Pro Forma Adjustment” means, for any Measurement Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Consolidated EBITDA projected by the Borrower in good faith to be achievable in the Post-Acquisition Period as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings net of (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business with the operations of the Borrower and the Restricted Subsidiaries; provided that it may be assumed, for purposes of projecting such pro forma increase or decrease to such Consolidated EBITDA that such cost savings (including any actually realized cost savings) permitted by this sentence will be realizable during the entirety of such Measurement Period, or such additional costs, as applicable, will be incurred during the entirety of such Measurement Period; provided further that any such pro forma increase or decrease to such Consolidated EBITDA shall be without duplication for cost savings or additional costs already included in such Consolidated EBITDA for such Measurement Period.

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made (such Pro Forma Adjustment as specified in a certificate executed by a Responsible Officer and delivered to the Administrative Agent for distribution to the Lenders) and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all of the assets of any Subsidiary of the Borrower or of the Equity Interests of a Subsidiary of the Borrower such that it is no longer a Subsidiary of the Borrower or any division, business unit, line of business or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of the Restricted Subsidiaries in connection therewith (assuming the full utilization of all commitments under such Indebtedness and, if such Indebtedness has a floating or formula rate, assuming an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided that, with respect to the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable. When giving pro forma effect to one or more substantially contemporaneous transactions contemplated above, all such transactions shall be deemed to have occurred simultaneously.

“Purchase Money Note” means a promissory note of a Receivables Entity evidencing the deferred purchase price of Receivables (and related assets) and/or a line of credit, which may be irrevocable, from the Borrower or any Restricted Subsidiary in connection with a Qualified Receivables Transaction with a Receivables Entity, which deferred purchase price or line is repayable from cash available to the Receivables Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts owing to such investors and amounts paid in connection with the purchase of newly generated Receivables.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Borrower or any of its Restricted Subsidiaries that satisfy the Refinancing Conditions and pursuant to which the Borrower or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables Entity (in the case of a transfer by the Borrower or any of its Restricted Subsidiaries) and (2) any other Person (in the case of a transfer by a Receivables Entity), or may grant a security interest in, any Receivables (whether now existing or arising in the future) of the Borrower or any of its Restricted Subsidiaries, and any assets related thereto, all contracts and all Contingent Obligations or other obligations in respect of such accounts receivable, the proceeds of such Receivables and other assets that are customarily transferred or in respect of which security interests are customarily granted, in connection with asset securitizations involving Receivables; provided, that (x) the terms of each such Qualified Receivables Transaction shall be reasonably acceptable to the Administrative Agent and (y) the Net Cash Proceeds from any Qualified Receivables Transaction (including any sale of Receivables pursuant to a Qualified Receivables Transaction) shall be applied, first, pro rata to the Term Loans of each Class and to the principal repayment installments thereof on a pro rata basis and, second, pro rata to the Revolving Exposure of the Revolving Lenders of each class of Revolving Loans and Commitments in the manner set forth in clause (viii) of Section 2.05(b).

“Receivable” means a right to receive payment arising from a sale or lease of goods or the performance of services by a Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit and shall include, in any event, any items of property that would be classified as an “account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform Commercial Code as in effect in the State of New York and any “supporting obligations” as so defined.

“Receivables Entity” means a wholly owned Subsidiary (or another Person in which the Borrower or any Restricted Subsidiary makes an Investment and to which the Borrower or any Restricted Subsidiary transfers Receivables and related assets) which engages in no activities other than in connection with the financing of Receivables and which is designated by the Borrower (as provided below) as a Receivables Entity:

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which: (i) is a Contingent Obligation of the Borrower or any Restricted Subsidiary (excluding any Contingent Obligation (other than the principal of, and interest on, Indebtedness) with respect to Standard Securitization Undertakings); (ii) is recourse to or obligates the Borrower or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings; or (iii) subjects any property or asset of the Borrower or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2) with which neither the Borrower nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding (except in connection with a Purchase Money Note or Qualified Receivables Transaction) other than on terms no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower, other than fees payable in the ordinary course of business in connection with servicing Receivables; and

(3) to which neither the Borrower nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation shall be made by the Board of Directors of the Borrower and shall be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of the resolution of the Board of Directors of the Borrower giving effect to such designation.

“Receivables Fees” means any fees or interest paid to purchasers or lenders providing the financing in connection with a Qualified Receivables Transaction, factoring agreement or other similar agreement, including any such amounts paid by discounting the face amount of Receivables or participations therein transferred in connection with a Qualified Receivables Transaction, factoring agreement or other similar arrangement, regardless of whether any such transaction is structured as on-balance sheet or off-balance sheet or through a Restricted Subsidiary or an Unrestricted Subsidiary.

“Receivables Transaction Amount” means the amount of obligations outstanding under the legal documents entered into as part of such Qualified Receivables Transaction on any date of determination that would be characterized as principal if such Qualified Receivables Transaction were structured as a secured lending transaction rather than as a purchase.

“Recipient” means (a) the Administrative Agent, (b) any Lender or (c) any L/C Issuer, as applicable.

“Reduction Amount” has the meaning specified in Section 2.05(b)(viii).

“Refinanced Debt” shall have the meaning assigned to such term in the definition of “Refinancing Conditions”.

“Refinancing” shall mean the repayment in full and the termination of any commitment to make extensions of credit under all of the outstanding indebtedness listed on Schedule 1.01(a) of Borrower or any of its Subsidiaries.

“Refinancing Amendment” shall mean an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and Borrower executed by each of (a) Borrower, (b) the Administrative Agent and (c) each Lender or Eligible Assignee that agrees to provide any portion of the Indebtedness being incurred pursuant thereto, in accordance with Section 2.16.

“Refinancing Conditions” shall be satisfied with respect to any Indebtedness (“Refinancing Indebtedness”), if (i) the Net Cash Proceeds of such Refinancing Indebtedness are applied to prepay Term Loans or Incremental Term Loans, outstanding Revolving Loans or (in the case of Other Revolving Commitments obtained pursuant to a Refinancing Amendment) Revolving Commitments or Incremental Revolving Commitments (“Refinanced Debt”), (ii) such Refinancing Indebtedness (including, if such Indebtedness includes any Other Revolving Commitments, the unused portion of such Other Revolving Commitments) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Commitments or Other Revolving Commitments, the amount thereof) plus accrued and unpaid interest capitalized, any premium or other reasonable amount paid, and fees and expenses reasonably incurred in connection therewith, (iii) such Refinancing Indebtedness has an equal or later maturity and, except in the case of Other Revolving Commitments, a weighted average life to maturity equal to or longer than the Refinanced Debt and, in the case of Other Revolving Commitments, no scheduled or other mandatory commitment reductions prior to the maturity date of the Refinanced Debt, (iv) the applicable Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Refinancing Indebtedness is issued, incurred or obtained; provided that to the extent that such Refinanced Debt consists, in whole or in part, of Revolving Commitments or Other Revolving Commitments (or Revolving Loans, Other Revolving Loans or Swing Line Loans incurred pursuant to any Revolving Commitments or Other Revolving Commitments), such Revolving Commitments, Incremental Revolving Commitments or Other Revolving Commitments, as applicable, shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Refinancing Indebtedness is issued, incurred or obtained, (v) in the case of Refinancing Indebtedness, the proceeds of which are applied to Refinance any Term A Loans or Term B Loans, such Refinancing Indebtedness shall not be subject to mandatory or voluntary prepayment (except customary asset sale or change of control provisions that, in the case of Refinancing Indebtedness other than Pari Passu First Lien Debt, only become operative after compliance with the terms of this Agreement) prior to (x) if any proceeds of such Refinancing Indebtedness were applied to Refinance Term A Loans, the repayment in full of the remaining Term A Loans or (y) if any proceeds of such Refinancing Indebtedness were applied to Refinance Term B Loans, the repayment in full of the remaining Term B Loans and (vi) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory prepayment, redemption, put, call, sinking fund obligation or other repurchase obligation (except customary asset sale or change of control provisions that, in the case of Refinancing Indebtedness other than Pari Passu First Lien Debt, only become operative after compliance with the terms of this Agreement), in each case, prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred; provided that Pari Passu First Lien Debt may be ratably prepaid from the Net Cash Proceeds of a Disposition of Collateral in accordance with the terms of Section 2.05(b).

“Refinancing Indebtedness” shall have the meaning assigned to such term in the definition of “Refinancing Conditions”.

“Register” has the meaning specified in Section 10.06(c).

“Registered Equivalent Notes” shall mean, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Rejection Notice” has the meaning specified in Section 2.05(b)(ix).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Release” means any spilling, leaking, pumping, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping or disposing of Hazardous Materials (including the abandonment or discarding of barrels, containers or other closed receptacles containing Hazardous Materials) into or through the environment or into or out of any real property, including the movement of Hazardous Materials through or in the air, soil, surface water, groundwater or property.

“Replacement Incremental Debt” means Indebtedness incurred pursuant to Section 7.02(r).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the 30-day notice period is waived under subsection .22, .23, .25, .27, .28 or .29 of PBGC Regulation Section 4043.

“Repricing Transaction” shall mean the prepayment, refinancing, substitution or replacement of all or a portion of the Term B Loans with the incurrence by Borrower or any Subsidiary of any debt financing having an effective interest cost or weighted average yield (with the comparative determinations to be made by the Administrative Agent consistent with generally accepted financial practices, after giving effect to, among other factors, margin, interest rate floors, upfront or similar fees or original issue discount shared with all providers of such financing, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Eurodollar Rate) that is less than the effective interest cost or weighted average yield (as determined by the Administrative Agent on the same basis) of such Term B Loans, including, without limitation, as may be effected through (i) any amendment or other modification to this Agreement relating to the interest rate for, or weighted average yield of, such Term B Loans or (ii) a cashless conversion of the Term B Loans into a new tranche of term loans.

“Repurchase Agreement” means a repurchase agreement entered into with any financial institution whose debt obligations or commercial paper are rated “A” by either of S&P or Xxxxx’x or “A-1” by S&P or “P-1” by Xxxxx’x.

“Repurchase Offer” shall have the meaning assigned to such term in Section 2.15(a).

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Class Lenders” shall mean as of any date of determination, Lenders of a Class having more than 50% of the sum of the outstanding Loans and unused Commitments of the applicable Class; provided that the unused Revolving Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Class Lenders.

“Required Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Lender for purposes of this definition) and (b) aggregate unused Revolving Commitments; provided that the unused Revolving Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, as of any date of determination, Revolving Lenders holding more than 50% of the sum of the (a) Total Revolving Outstandings (with the aggregate amount of each Revolving Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Lender for purposes of this definition) of all Classes of Revolving Loans and (b) aggregate unused Revolving Commitments; provided that the unused Revolving Commitment of, and the portion of the Total Revolving Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Responsible Officer” means any of the chief executive officer, president, chief financial officer, treasurer, senior vice president, secretary or (with respect to the Borrower only) corporate controller of a Loan Party, and, with respect to Section 8.01(c) only, the General Counsel of the Borrower. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock or other Equity Interest of the Borrower or any Restricted Subsidiary (other than those payable or distributable solely to the Borrower or any Restricted Subsidiary) now or hereafter outstanding, except a dividend payable solely in shares of a class of stock or other Equity Interest to the holders of that class and (b) any redemption, conversion, exchange, retirement or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock or other Equity Interests of Borrower or any of its Restricted Subsidiaries (other than those payable or distributable solely to the Borrower or any Restricted Subsidiary) now or hereafter outstanding.

“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“Retained Declined Proceeds” has the meaning specified in Section 2.05(b)(ix).

“Revolving Borrowing” means a Borrowing consisting of Revolving Loans.

“Revolving Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans hereunder (and to acquire participations in Swing Line Loans and Letters of Credit as provided for herein) up to the amount set forth on Schedule 2.01 or by an Increase Joinder, Refinancing Amendment or in the Assignment and Assumption pursuant to which such Lender makes or assumes its Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.06. “Revolving Commitment” shall include, without limitation, any Other Revolving Commitment or Extended Revolving Commitment. The aggregate amount of the Lenders’ Revolving Commitments on the Closing Date is $500,000,000.

“Revolving Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans, Incremental Revolving Loans and Other Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s L/C Obligations, and plus the aggregate amount at such time of Lender’s Swingline Exposure.

“Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time.

“Revolving Lender” shall mean a Lender with a Revolving Commitment.

“Revolving Loan” shall mean a Loan made by the Lenders to Borrower pursuant to Section 2.01(b), an Increase Joinder or a Refinancing Amendment. Each Revolving Loan shall either be an ABR Revolving Loan or a Eurodollar Revolving Loan.

“Revolving Maturity Date” shall mean (i) the earlier of (A) November 18, 2016, the date which is five years after the Closing Date or, if such date is not a Business Day, the immediately preceding Business Day and (B) the Springing Maturity Date, (ii) with respect to any tranche of Extended Revolving Commitment, the final maturity date as specified in the applicable Extension Offer accepted by the respective Extending Revolving Lender or Lenders and (iii) with respect to any Other Revolving Commitments, the final maturity date as specified in the applicable Refinancing Amendment.

“S&P” means Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. and any successor thereto.

“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a person or entity resident in or determined to be resident in a country, that is subject to a country sanctions program administered and enforced by OFAC.

“Sanctioned Person” means a Person named on the list of Specially Designated Nationals maintained by OFAC.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between the Borrower and any Cash Management Bank.

“Secured Hedge Agreement” means any Swap Contract permitted under Article 7 that is entered into by and between the Borrower and any Hedge Bank.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, the Senior Notes Trustee, for its benefit and the benefit of the holders from time to time of the Senior Notes and the holders of the First Lien Pari Passu Debt and other Persons the obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

“Security Agreement” has the meaning specified in Section 4.01(a)(iv).

“Senior Notes” means the $400,000,000 in aggregate principal amount of Borrower’s 6.125% Senior Notes due 2016, issued under the Senior Notes Indenture.

“Senior Notes Indenture” means that certain indenture, dated as of April 21, 2006, between the Borrower and U.S. Bank National Association, as trustee, governing the Senior Notes.

“Senior Notes Trustee” means the “Trustee” as defined in the Senior Notes Indenture.

“Senior Representative” means, with respect to any series of Pari Passu First Lien Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Senior Unsecured Indebtedness” means, as of any date of determination, unsecured senior Indebtedness of the Borrower and the Guarantors incurred after the Closing Date; provided that (i) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory prepayment, redemption, put, call, sinking fund obligation or other repurchase obligation (except customary asset sale or change of control provisions), in each case, prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (ii) such Indebtedness is not guaranteed by any Restricted Subsidiaries other than the Guarantors and (iii) such Indebtedness is not secured by any Lien on any property or assets of Borrower or any Restricted Subsidiary and (iv) such Indebtedness does not include any financial maintenance covenants and the other terms (other than the interest rate, but including without limitation the restrictive covenants) of such Indebtedness are customary for such type of Indebtedness and in any event no more burdensome to the Borrower (taken as a whole) than the terms of this Agreement (as determined by the Borrower in good faith).

“Senior Unsecured Notes” means the $875,000,000 in aggregate principal amount of Borrower’s 7.375% Senior Unsecured Notes due 2020, issued under the Senior Unsecured Notes Indenture.

“Senior Unsecured Indenture” means that certain indenture dated as of November 18, 2011 between the Borrower and U.S. Bank National Association, as trustee, governing the Senior Unsecured Notes.

“Senior Unsecured Trustee” means the “Trustee” as defined in the Senior Unsecured Notes Indenture.

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries as of that date determined in accordance with GAAP.

“Solvent” means, when used with respect to any Person, that at the time of determination:

(a) the fair value of its assets (both at fair valuation and at present fair saleable value on an orderly basis) is in excess of the total amount of its liabilities, including Contingent Obligations; and

(b) it is then able and expects to be able to pay its debts as they mature; and

“Specified Plan” means the defined benefit pension plan covering eligible employees of Hernando HMA, LLC.

“Specified Transaction” means, with respect to any period, any Investment, Disposition of all or substantially all of the assets of any Restricted Subsidiary or of the Equity Interests of a Subsidiary of the Borrower such that it is no longer a Subsidiary of the Borrower or any division, business unit, line of business or facility used for the operations of the Borrower or any of its Restricted Subsidiaries, incurrence or repayment of Indebtedness, Restricted Payment, designation or redesignation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or Joint Venture Subsidiary (including, without limitation, any Syndication), any asset classified as discontinued operations by the Borrower or any Restricted Subsidiary, increase of the Commitment pursuant to Section 2.14 or incur Replacement Incremental Debt that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

“Springing Maturity Date” means the date 91 days prior to the maturity date of the Senior Notes (or any Permitted Refinancing thereof referred to in clause (b)) if the aggregate outstanding principal amount of (a) the Senior Notes plus (b) any Permitted Refinancing of the Senior Notes that matures, has scheduled amortization or payments of principal, or any mandatory prepayment, redemption, put, call, sinking fund obligation or other repurchase obligation (except customary asset sale or change of control provisions), in each case, prior to the date that is 91 days after the Latest Maturity Date at the time such Permitted Refinancing is consummated, exceeds the excess, on such date, of (i) the sum of (A) cash and Eligible Securities of the Borrower and its Restricted Subsidiaries plus (B) the aggregate amount of committed and undrawn credit facilities fully available on such date to be drawn by Borrower or its Restricted Subsidiaries for the purpose of paying when due the principal of the Senior Notes over (ii) $200,000,000.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Borrower or any Restricted Subsidiary that are reasonably customary in securitization of Qualified Receivables Transactions.

“Subordinated Indebtedness” means, as of any date of determination, unsecured Indebtedness of one or more Loan Parties that is subordinated in right of payment to the Obligations of the Borrower and the Guarantors hereunder or under the other Loan Documents on terms customary for financings of such type; provided that (i) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory prepayment, redemption, put, call, sinking fund obligation or other repurchase obligation (except customary asset sale or change of control provisions that only become operative after compliance with the terms of this Agreement), in each case, prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (ii) no Subsidiary of the Borrower (other than a Guarantor) is an obligor under such Indebtedness and (iii) such Indebtedness has customary terms for such type of Indebtedness (including subordination terms), has no financial maintenance covenants and has covenants, representations, warranties, events of default, guarantees and other terms, collateral and mandatory prepayments no more restrictive (taken as a whole) than the terms of this Agreement (as determined by the Borrower in good faith).

“Subordination Provisions” shall have the meaning assigned to such term in Section 8.01.

“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. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the xxxx-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Exposure” means at any time the aggregate principal amount at such time of all outstanding Swing Line Loans. The Swing Line Exposure of any Revolving Lender at any time shall equal its Applicable Percentage of the aggregate Swing Line Exposure at such time.

“Swing Line Lender” means Xxxxx Fargo Bank, National Association in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder or with respect to any Other Revolving Commitment, the Lender specified as such in the related Refinancing Amendment.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Sublimit” means with respect to a Class of Revolving Commitment an amount equal to the lesser of (a) $50,000,000 (or such other amount as may be agreed in the relevant Increase Joinder or Refinancing Amendment) and (b) the amount of such Revolving Commitment.

“Syndication” means any syndications of the Equity Interests of ambulatory surgery centers, outpatient diagnostic or imaging centers, hospitals or other healthcare businesses operated or conducted by a Restricted Subsidiary so that such Restricted Subsidiary is no longer a wholly owned Restricted Subsidiary of the Borrower.

“Syndication Period” shall mean the period commencing on the Closing Date and ending on the earlier to occur of (i) the 60th day following the Closing Date and (ii) the date the Syndication Agent shall have notified Borrower that the primary syndication of the Loans and Commitments has been completed.

“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise included in the definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance-sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term A Commitment” means, as to each Term A Lender, its obligation to make Term A Loans to the Borrower pursuant to Section 2.01(a)(i) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term A Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Term A Commitments on the Closing Date is $725,000,000.

“Term A Lender” means, at any time, (a) on or prior to Closing Date, any Lender that has a Term A Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term A Loans at such time.

“Term A Loan” means a loan made by any Term A Lender under the Term A Commitment.

“Term B Commitment” means, as to each Term B Lender, its obligation to make Term B Loans to the Borrower pursuant to Section 2.01(a)(ii) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term B Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term B Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Term B Commitments on the Closing Date is $1,400,000,000.

“Term B Loan” means a loan made by any Term B Lender under the Term B Facility.

“Term B Loan Prepayment Premium” means any prepayment premium, fee or other amount payable by the Borrower in connection with a Repricing Transaction pursuant to Section 2.05(a)(ii).

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

“Term Loan” shall mean the term loans made by the Lenders to Borrower pursuant to a Term Loan Commitment. Each Term Loan shall either be an ABR Term Loan or a Eurodollar Term Loan.

“Term Loan Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make a Term Loan hereunder on the Closing Date, in the amount set forth on Schedule 2.01 or in a Refinancing Amendment or Increase Joinder executed and delivered by such Lender or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Term Loan Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.06. The initial aggregate amount of the Lenders’ Term Loan Commitments is $2,125,000,000.

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

“Term Loan Maturity Date” shall mean (i) with respect to Term A Loans, the earlier of (A) November 18, 2016, the date which is five years after the Closing Date, or if such date is not a Business Day, the immediately preceding Business Day and (B) the Springing Maturity Date, (ii) with respect to Term B Loans the earlier of (A) November 18, 2018, the date which is seven years after the Closing Date or, if such date is not a Business Day, the immediately preceding Business Day and (B) the Springing Maturity Date, (iii) with respect to any tranche of Extended Term Loans, the final maturity date as specified in the applicable Extension Offer accepted by the respective Extending Term Lender or Lenders, (iv) with respect to any Other Term Loans, the final maturity date as specified in the applicable Refinancing Amendment and (v) with respect to any Incremental Term Loans, the Incremental Term Loan Maturity Date.

“Term Loan Repayment Date” shall have the meaning assigned to such term in Section 2.07(a); provided that (i) with respect to any tranche of Extended Term Loans, such term shall have the meaning specified in the applicable Extension Offer accepted by the respective Extending Term Lender or Lenders, (ii) with respect to any Other Term Loans, such term shall have the meaning specified in the applicable Refinancing Amendment and (iii) with respect to any Incremental Term Loans, such term shall have the meaning specified in the applicable Increase Joinder.

“Third Party Payor” means any Governmental Payor, Blue Cross and/or Blue Shield, private insurers, managed care plans, and any other person or entity which presently or in the future maintains Third Party Payor Programs.

“Third Party Payor Programs” means all payment or reimbursement programs, sponsored or maintained by any Third Party Payor, in which the Borrower or any Restricted Subsidiary participates.

“Third Party Payor Authorizations” means all participation agreements, provider or supplier agreements, enrollments, accreditations and billing numbers necessary to participate in and receive reimbursement from a Third Party Payor Program, including all Medicare and Medicaid participation agreements.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Total Revolving Outstandings” means, at any time, in respect of any Class, the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations of such Class.

“Transaction” means, collectively, (a) Refinancing, (b) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan Documents to which they are or are intended to be a party and (c) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

“TRICARE” means, collectively, 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 all laws applicable to such programs.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Unfunded Pension Liability” of any Plan means the amount, if any, by which the value of the accumulated plan benefits under the Plan, determined on a plan termination basis in accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions).

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (i) each Subsidiary of the Borrower identified as an “Unrestricted Subsidiary” on Schedule 5.06, (ii) any Subsidiary of the Borrower designated by the board of directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 6.18(a) subsequent to the Closing Date and (iii) each Receivables Entity.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (B) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“Xxxxx Fargo” means Xxxxx Fargo Bank, National Association and its successors.

“Withholding Agent” means the Borrower and the Administrative Agent.

Section 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(i) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(ii) The term “including” is by way of example and not limitation.

(iii) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03. Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b) If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement:

(i) with respect to any period during which any Specified Transaction occurs, the Guarantor EBITDA Test, the Mortgage EBITDA Test, the Consolidated Leverage Ratio, First Lien Secured Leverage Ratio and Consolidated Interest Coverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis;

(ii) Contingent Obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included;

(iii) the principal amount of any Disqualified Stock of the Borrower or a Restricted Subsidiary, or Preferred Stock of the Borrower or any of its Subsidiaries, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof;

(iv) the principal amount of any Indebtedness outstanding in connection with a Qualified Receivables Transaction is the Receivables Transaction Amount relating to such Qualified Receivables Transaction;

(v) all references herein to consolidated financial statements of the Borrower and its Subsidiaries shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein. Notwithstanding the preceding sentence, the parties hereto specifically agree to exclude any impact of the variable interest entities on the Borrower or Restricted Subsidiaries’ financial position or results of operations (including, without limitation, Indebtedness, Consolidated Interest Charges, Consolidated EBITDA and net income of such entities) in any calculation made under this Agreement (including, without limitation, the calculation of any component of the financial covenant ratios required to be calculated under the terms of this Agreement and including, without limitation and for the avoidance of doubt, any financial covenant ratios the compliance with which is required in connection with any Permitted Acquisition, Disposition, repayment of Indebtedness, the making of any Investment or Restricted Payment or any other action or event described in this Agreement); and

(vi) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (A) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, (B) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (C) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Closing Date and any operating lease entered into after the Closing Date by such Person shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations.

Section 1.04. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05. References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE 2

THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01. Loans.

(a) The Initial Term Loans. (i) Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single loan in Dollars to the Borrower on the Closing Date, in an amount not to exceed such Term A Lender’s Term A Commitment. The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Term A Commitments. Amounts borrowed under this Section 2.01(a)(i) and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

(ii) Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make a single loan in Dollars to the Borrower on the Closing Date, in an amount not to exceed such Term B Lender’s Term B Commitment (giving effect to any upfront fees or original issue discount with respect thereto). The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(a)(ii) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

(b) The Revolving Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans in Dollars to the Borrower from time to time, on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings of any Class shall not exceed the Aggregate Revolving Commitments of such Class and (ii) the Revolving Exposure of any Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Revolving Borrowings of Revolving Loans under this Agreement shall be incurred from the Lenders pro rata on the basis of their Revolving Commitments.

Section 2.02. Borrowings, Conversions and Continuations of Loans.

(a) Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $5,000,000 in excess thereof. Except as provided in Section 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Borrowing, a conversion of Term Loans or Revolving Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Class, with respect to Term Loans, and Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (c) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (d) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to a Revolving Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and, second, shall be made available to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. Notwithstanding anything herein to the contrary, during the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Xxxxx Fargo Bank, National Association’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all conversions of Term Loans of such Class from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than ten Interest Periods in effect in respect of the Term Loans of such Class. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than ten Interest Periods in effect in respect of all Revolving Borrowings.

Section 2.03. Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Dollar denominated Letters of Credit for the account of the Borrower or its Restricted Subsidiaries and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings of any Class shall not exceed the Aggregate Revolving Commitments of such Class, (y) the Revolving Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the applicable Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof; provided that, notwithstanding anything in this Agreement to the contrary, SunTrust Bank shall have no obligation to renew or extend the Existing Letters of Credit beyond their respective expiration dates in effect on the Closing Date.

(ii) The L/C Issuer shall not issue any Letter of Credit, if:

(A) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance, unless the Required Revolving Lenders have approved such expiry date; or

(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date.

(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it;

(B) the issuance of such Letter of Credit would violate any Laws or one or more generally applicable policies of the L/C Issuer;

(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial face amount less than $500,000;

(D) such Letter of Credit is to be denominated in a currency other than Dollars;

(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

(F) a default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer is satisfied that it will have no Fronting Exposure after giving effect to such Letter of Credit.

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) Procedures for Issuance and Amendment of Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article 4 shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Letter of Credit.

(iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(iv) Each L/C Issuer will, on the last Business Day of each month and more frequently upon request, deliver to the Administrative Agent a detailed report specifying the Letters of Credit issued by such L/C Issuer that are then issued and outstanding and any activity with respect thereto that may have occurred since the date of the prior report, and including therein, among other things, the beneficiary, the fact amount and the expiry date, as well as any payment or expirations which may have occurred. The Administrative Agent shall provide notice to the Borrower and the Lenders not less frequently than quarterly as to the Letters of Credit outstanding hereunder (and in any event, to an individual Lender from time to time upon the request of such Lender).

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Lender’s Applicable Revolving Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Lender (including the Lender acting as L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Percentage of such amount shall be solely for the account of the L/C Issuer.

(v) Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. Upon the request of the Administrative Agent, if, as of the Letter of Credit Expiration Date, any Letter of Credit for any reason remains outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be). Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05, Section 8.02(c) and Section 10.14(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Xxxxx Fargo Bank, National Association.

(h) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to such Letter of Credit.

(i) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Eurodollar Loans times the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit). Letter of Credit Fees shall be (i) computed on a calendar quarterly basis in arrears and (ii) due and payable on the fifth Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the applicable Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit in an amount equal to 0.25%, payable on the actual daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit). Such fronting fee shall be computed on a quarterly basis in arrears. Such fronting fee shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the applicable Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(l) Letters of Credit Issued for Restricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries.

Section 2.04. Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the applicable Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the applicable Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Exposure of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings of any Class shall not exceed the aggregate Revolving Commitment of such Class at such time, and (ii) the aggregate Revolving Exposure of any Class of the Revolving Lender shall not exceed the aggregate Revolving Commitment of such Class, and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan. Notwithstanding the foregoing, so long as any Lender is a Defaulting Lender, no Swing Line Lender shall be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article 4 are not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Revolving Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Revolving Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Lender its Applicable Revolving Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to the Swing Line Lender its Applicable Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until a Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Lender’s Applicable Revolving Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

Section 2.05. Prepayments.

(a) Optional; Prepayment Premium.

(i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid (and, in the case of any prepayment of Term Loans, the principal amount of Term A Loans, Term B Loans or Other Term Loans to be prepaid). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term A Loans, Term B Loans or Other Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis, and each such prepayment shall be applied to the Loans of the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Loans.

(ii) In the event that, on or prior to the first anniversary of the Closing Date, the Borrower (x) prepays, refinances, substitutes or replaces any Term B Loans in connection with a Repricing Transaction, or (y) effects any amendment or other modification of this Agreement or other transaction resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

(iii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(b) Mandatory.

(i) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b) (commencing with the Fiscal Year ended December 31, 2012), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the Fiscal Year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) during such Fiscal Year to the extent such prepayments are funded with internally generated cash of the Borrower and its Restricted Subsidiaries; provided that such percentage shall be reduced to 25% if the Consolidated Leverage Ratio as of the last day of the Fiscal Year covered by such financial statements was less than or equal to 4.00:1.00 but greater than or equal to 3.00:1.00 (such prepayments to be applied as set forth in clauses (v) and (viii) below). No payment of any Loans shall be required under this Section 2.05(b)(i) if the Consolidated Leverage Ratio as of the last day of the Fiscal Year covered by such financial statements was less than 3.00:1.00.

(ii) (A) If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (i), (k), (l), (o) or (q)) which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans and/or Cash Collateralize L/C Obligations equal to 100% of such Net Cash Proceeds in excess of $5.0 million immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided further that following a default under the Senior Notes Indenture or any other Pari Passu First Lien Debt Agreement, with respect to the Net Cash Proceeds of a Disposition of Collateral only, such prepayment of the Loans and/or Cash Collateralization of L/C Obligations shall be reduced on a pro rata basis (based on the then principal amount of all Loans, L/C Obligations, Senior Notes and other Pari Passu First Lien Debt) to the extent the Borrower or any Restricted Subsidiary uses a pro rata portion of such Net Cash Proceeds to prepay or otherwise set aside a pro rata portion of such Net Cash Proceeds to prepay the Senior Notes or other Pari Passu First Lien Debt pursuant to the provisions of the Senior Notes Indenture or any Pari Passu First Lien Debt Agreement requiring a prepayment or other setting aside with the proceeds from any Disposition of property; provided further, that, to the extent that any such amount is no longer required to be set aside for the Pari Passu First Lien Debt, such amount will be applied to prepay the Obligations in accordance with Section 2.05(b)(v).

(A) With respect to any Net Cash Proceeds realized or received with respect to any Disposition, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (other than inventory and other working capital assets) within (x) 365 days following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within 365 days following receipt thereof, within one hundred and eighty (180) days of the date of such legally binding commitment but in any event no earlier than 365 days following receipt of such Net Cash Proceeds; provided that if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election or if an Event of Default is continuing, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested or the occurrence of the Event of Default, as applicable, to the prepayment of the Loans as set forth in this Section 2.05; provided further that following a default under the Senior Notes Indenture or any other Pari Passu First Lien Debt Agreement, with respect to the Net Cash Proceeds of a Disposition of Collateral only, such prepayment of the Loans and/or Cash Collateralization of L/C Obligations shall be reduced on a pro rata basis (based on the then principal amount of all Loans, L/C Obligations, Senior Notes and other Pari Passu First Lien Debt) to the extent the Borrower or any Restricted Subsidiary uses a pro rata portion of such Net Cash Proceeds to prepay or otherwise set aside a pro rata portion of such Net Cash Proceeds to prepay the Senior Notes or other Pari Passu First Lien Debt pursuant to the provisions of the Senior Notes Indenture or any Pari Passu First Lien Debt Agreement requiring a prepayment or other setting aside with the proceeds from any Disposition of property; provided further, that, to the extent that any such amount is no longer required to be set aside for the Pari Passu First Lien Debt, such amount will be applied to prepay the Obligations in accordance with Section 2.05(b)(v).

(iii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans and/or Cash Collateralize L/C Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary. Notwithstanding the immediately preceding sentence, any Net Cash Proceeds of Permitted First Priority Refinancing Debt, Permitted Junior Lien Refinancing Debt, Permitted Mortgage Debt, Permitted Unsecured Refinancing Debt or any Qualified Receivables Transaction received by the Borrower or any of its Restricted Subsidiaries shall be applied to prepay the Obligations in accordance with the definitions of Permitted First Priority Refinancing Debt, Permitted Junior Lien Debt, Permitted Mortgage Debt, Permitted Unsecured Refinancing Debt and Qualified Receivables Transaction, respectively.

(iv) (A) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans and/or Cash Collateralize L/C Obligations equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(iv)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(iv)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing); provided further that following a default under the Senior Notes Indenture or any other Pari Passu First Lien Debt Agreement, with respect to the Net Cash Proceeds of a Disposition of Collateral only, such prepayment of the Loans and/or Cash Collateralization of L/C Obligations shall be reduced on a pro rata basis (based on the then principal amount of all Loans, L/C Obligations, Senior Notes and other Pari Passu First Lien Debt) to the extent the Borrower or any Restricted Subsidiary uses a pro rata portion of such Net Cash Proceeds to prepay or otherwise set aside a pro rata portion of such Net Cash Proceeds to prepay the Senior Notes or other Pari Passu First Lien Debt pursuant to the provisions of the Senior Notes Indenture or any Pari Passu First Lien Debt Agreement requiring a prepayment or other setting aside with the proceeds from any Disposition of property; provided further, that, to the extent that any such amount is no longer required to be set aside for the Pari Passu First Lien Debt, such amount will be applied to prepay the Obligations in accordance with Section 2.05(b)(v).

(A) With respect to any Net Cash Proceeds realized or received with respect to any Extraordinary Receipt, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (other than inventory and other working capital assets) within (x) 365 days following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within 365 days following receipt thereof, within one hundred eighty (180) days of the date of such legally binding commitment but in any event no earlier than 365 days following receipt of such Net Cash Proceeds; provided that if such Net Cash Proceeds were received as a result of the loss of an entire Hospital Facility, such 180 day period shall be increased to 360 days; provided further that if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election or if an Event of Default is continuing, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested or the occurrence of the Event of Default, as applicable, to the prepayment of the Loans as set forth in this Section 2.05; provided further that following a default under the Senior Notes Indenture or any other Pari Passu First Lien Debt Agreement, with respect to the Net Cash Proceeds of a Disposition of Collateral only, such prepayment of the Loans and/or Cash Collateralization of L/C Obligations shall be reduced on a pro rata basis (based on the then principal amount of all Loans, L/C Obligations, Senior Notes and other Pari Passu First Lien Debt) to the extent the Borrower or any Restricted Subsidiary uses a pro rata portion of such Net Cash Proceeds to prepay or otherwise set aside a pro rata portion of such Net Cash Proceeds to prepay the Senior Notes or other Pari Passu First Lien Debt pursuant to the provisions of the Senior Notes Indenture or any Pari Passu First Lien Debt Agreement requiring a prepayment or other setting aside with the proceeds from any Disposition of property; provided further, that, to the extent that any such amount is no longer required to be set aside for the Pari Passu First Lien Debt, such amount will be applied to prepay the Obligations in accordance with Section 2.05(b)(v).

(v) Each prepayment of Loans and Cash Collateralization of L/C Obligations pursuant to the foregoing provisions of this Section 2.05(b) shall (subject to Section 2.05(b)(ix)) be applied, first, pro rata to the Term Loans of each Class and to the principal repayment installments thereof on a pro rata basis and, second, pro rata to the Revolving Exposure of the Revolving Lenders of each Class of Revolving Loans and Commitments in the manner set forth in clause (viii) of this Section 2.05(b).

(vi) Notwithstanding any of the other provisions of clause (ii), (iii) or (iv) of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans and/or Cash Collateralize L/C Obligations on such date is less than or equal to $10,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (ii), (iii) or (iv) of this Section 2.05(b) to be applied to prepay Loans and/or Cash Collateralize L/C Obligations exceeds $10,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Loans and may, subject to the fulfillment of the applicable conditions set forth in Article 4, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans and Cash Collateralize L/C Obligations under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied.

(vii) If for any reason the aggregate Revolving Exposure of the Revolving Lenders at any time exceed the aggregate Revolving Commitments at such time, the Borrower shall immediately prepay Revolving Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) of such Class in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Revolving Loans the aggregate Revolving Exposure exceeds the aggregate Revolving Commitments then in effect.

(viii) Prepayments of the Revolving Exposure made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Exposure of the Revolving Lenders required pursuant to this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business; and the Revolving Commitment shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(iii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

(ix) Each Term B Loan Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term B Loans required to be made pursuant to Section 2.05(b)(i), (ii), (iii) or (iv) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and Borrower no later than 5:00 p.m. three Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Term B Loan Lender shall specify the principal amount of the mandatory prepayment of Term B Loans to be rejected by such Term B Loan Lender. If a Term B Loan Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term B Loans to be rejected, any such failure shall be deemed an acceptance of the total amount of such mandatory repayment of Term B Loans. Any Declined Proceeds shall be applied first, on a pro rata basis, to the prepayment of the Term B Loans of the Lenders accepting such mandatory prepayment, second, on a pro rata basis, to the prepayment of the Term A Loans and third, to be retained by Borrower (“Retained Declined Proceeds”).

Section 2.06. Termination or Reduction of Commitments.

(a) The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Commitments, the Letter of Credit Sublimit or Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce (A) the Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Revolving Exposure of the Revolving Lenders would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit.

(b) Mandatory.

(i) The aggregate Term A and Term B Commitments shall be automatically and permanently reduced to zero on the date of the Term A and Term B Borrowings, respectively.

(ii) The Revolving Commitments shall be automatically and permanently reduced on each date on which the reduction of Revolving Exposure of the Revolving Lenders outstanding thereunder is required to be made pursuant to Section 2.05(b)(i), (ii), (iii) or (iv) by an amount equal to the applicable Reduction Amount.

(iii) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Commitments at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or Revolving Commitment under this Section 2.06. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such reduction amount. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination.

Section 2.07. Repayment of Loans.

(a) Term Loans. Borrower shall pay to the Administrative Agent, for the account of the Term Loan Lenders of each Class of Term Loans, on the dates set forth on Annex I, or if any such date is not a Business Day, on the immediately preceding Business Day (each such date, a “Term Loan Repayment Date”), a principal amount of the Term Loans of such Class equal to the amount for such class set forth on Annex I for such date or as specified in the applicable Extension Offer, Increase Joinder or Refinancing Amendment (as adjusted from time to time pursuant to Section 2.05(b)(v)), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. To the extent not previously paid, all Term Loans of each Class of Term Loans shall be due and payable on the Term Loan Maturity Date of such Class; provided that in the event that any Term Loans for such Class are purchased by Borrower pursuant to Section 2.15, Annex I or the applicable Extension Offer, Increase Joinder or Refinancing Amendment shall be deemed to be revised such that the principal amounts of Term Loans of such Class listed across from dates that are after the date of such purchase are reduced pro rata in an aggregate amount equal to the aggregate principal amount of such purchase.

(b) Revolving Loans. The Borrower shall repay to the Revolving Lenders on the Revolving Maturity Date for any Class the aggregate principal amount of all Revolving Loans of such Class outstanding on such date.

(c) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Revolving Maturity Date.

Section 2.08. Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for such Facility; (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Facility.

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(i) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then, upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.09. Fees. In addition to certain fees described in Sections 2.03(i) and (j):

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Rate for unused commitments times the actual daily amount by which the Revolving Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations. The commitment fee shall accrue at all times during the relevant Availability Period, including at any time during which one or more of the conditions in Article 4 are not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the relevant Availability Period for the applicable Revolving Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Other Fees. (i) The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(i) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Section 2.10. Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by Xxxxx Fargo’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.

Section 2.11. Evidence of Debt.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

Section 2.12. Payments Generally.

(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article 4 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan, or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, or to purchase its participation.

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Section 2.13. Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations or Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Section 2.14. Increase in Commitments.

(a) Borrower Request. Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Revolving Maturity Date, an increase to the existing Revolving Commitments in an aggregate amount not to exceed $200,000,000 for all such increases (each, an “Incremental Revolving Increase”) and/or (y) the establishment of one or more new tranches of Term Loans (each, an “Incremental Term Loan Facility” and, together with any Incremental Revolving Increase, each an “Incremental Facility”). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the applicable Incremental Facility shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of any Incremental Facility may elect or decline, in its sole discretion, to provide such Incremental Facility. No Lender shall be obligated to enter into any Incremental Facility, but shall participate in its sole discretion.

(b) Conditions. The Incremental Facilities shall become effective, as of such Increase Effective Date; provided that:

(i) no Default or Event of Default shall have occurred or be continuing or would occur due to the effectiveness of such Incremental Facilities (including after giving Pro Forma effect thereto);

(ii) after giving effect to such Incremental Facilities on a Pro Forma Basis, (x) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 as of the last Measurement Date and (y) if the aggregate principal amount of (A) all Incremental Facilities under this Section 2.14 plus (B) all Replacement Incremental Debt would exceed $250,000,000, the First Lien Secured Leverage Ratio shall be less than 3.75 to 1.00;

(iii) Borrower shall make any payments required pursuant to Section 3.05 in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and

(iv) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

(c) Terms of Incremental Facilities. The terms and provisions of Loans made pursuant to Incremental Facilities shall be as follows:

(i) terms and provisions of Loans made pursuant to any Incremental Term Loan Facility (“Incremental Term Loans”) shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term B Loans (it being understood that Incremental Term Loans may be part of the existing Term B Loans);

(ii) the amount of any individual Incremental Facility shall not be less than $25,000,000;

(iii) the terms and provisions of Loans (“Incremental Revolving Loans”) made pursuant to any Incremental Revolving Increase shall be identical to the Revolving Loans; provided, that lenders providing such incremental revolving commitments may receive upfront fees in a percentage of such commitments not to exceed the upfront fees paid in connection with the existing Revolving Loans and any new revolving lenders shall be reasonably acceptable to the Administrative Agent;

(iv) the weighted average life to maturity of all Incremental Term Loans shall be no shorter than the weighted average life to maturity of the Term B Loans;

(v) the maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than the Term Loan Maturity Date applicable to the Term B Loans;

(vi) the Applicable Margins, amortization, maturity and prepayment provisions for any Incremental Term Loan Facility shall be determined by Borrower and the applicable new Lenders; provided, however, that the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees (other than customary underwriting or arranger fees, and with respect to original issue discount and upfront fees, based on an assumed four year life to maturity), or interest rate “floors”) for the Incremental Term Loans shall not be greater than the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees (other than customary underwriting or arranger fees, and with respect to original issue discount and upfront fees, based on an assumed four year life to maturity), or interest rate “floors”) of the Term B Loans plus 0.50% (and the Applicable Margins applicable to the Term B Loans shall be increased to the extent necessary to achieve the foregoing and for purposes of determining and comparing the all-in-yield, original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders in primary syndication shall be included (with OID being equated to interest based on an assumed four-year life to maturity or, if less, the remaining life to maturity of the applicable Loan) and, provided, further, that the prepayment provisions of any Incremental Term Loan Facility shall not be more favorable than the prepayment provisions applicable to the Term B Loans; and

(vii) any Incremental Facility shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Revolving Commitments and the Term Loans.

The Incremental Facilities shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to give effect to the provisions of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to new Incremental Revolving Increases made pursuant to this Agreement.

(d) Adjustment of Revolving Loans. To the extent the Revolving Commitments are being increased on the relevant Increase Effective Date pursuant to an Incremental Revolving Increase, then the Administrative Agent and Borrower shall determine the final allocation of such increase on the Increase Effective Date and the Administrative Agent shall promptly notify Borrower and the Revolving Lenders of the final allocation of such increase and the Increase Effective Date. On the Increase Effective Date, each of the Revolving Lenders having a Revolving Commitment prior to such Increase Effective Date (the “Pre-Increase Revolving Lenders”) shall assign to any Revolving Lender which is acquiring a new or additional Revolving Commitment on the Increase Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each Pre-Increase Revolving Lender such participation interests in L/C Obligations outstanding on such Increase Effective Date, and purchase Revolving Loans from Pre-Increase Revolving Lenders (or Borrower shall prepay Revolving Loans of Pre-Increase Revolving Lenders (and pay any additional amounts required pursuant to Section 3.05) and borrow Revolving Loans from Post-Increase Revolving Lenders) pursuant to procedures reasonably acceptable to Borrower and the Administrative Agent such that after giving effect to all such assignments and purchases and repayments and borrowings, such Revolving Loans and participation interests in L/C Obligations will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to such increased Revolving Commitments.

(e) Making of New Term Loans. On any Increase Effective Date on which new Commitments for Term Loans are effective, subject to the satisfaction of the foregoing terms and conditions and the terms and conditions of the applicable Increase Joinder, each Lender that has a new Commitment shall make a Term Loan to Borrower in an amount equal to such new Commitment.

(f) Equal and Ratable Benefit. The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the Collateral Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such Class of Term Loans or any such new Commitments.

Section 2.15. Loan Purchases.

(a) Requirements for Loan Repurchases. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, if no Default has occurred and is continuing, the Borrower may purchase Term Loans in the open market and may conduct reverse Dutch auctions (each, an “Auction”) from time to time in order to purchase Term Loans (as determined by Borrower in its sole discretion) (each, a “Repurchase Offer”) (each such Auction to be managed exclusively by the Auction Manager), so long as

(i) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by Borrower in such open market purchase or Auction shall be cancelled by Borrower on the settlement date of the relevant purchase (and may not be resold) and shall no longer be deemed outstanding (and all voting rights with respect thereto shall likewise terminate);

(ii) with respect to any purchase of Term Loans in the open market, the offer to purchase such Term Loans shall be made to all Lenders holding such Class of Term Loans on a pro rata basis;

(iii) after giving effect to any such purchase of Term Loans, the Borrower shall have not less than $50,000,000 in availability under the Revolving Credit Facility;

(iv) the Borrower shall represent and warrant as of the date of the Repurchase Offer and as of the settlement date of any relevant purchase under this Section 2.15 that the Borrower is not in possession of any material non-public information with respect to the Borrower or any of its Subsidiaries or their loans and securities that has not been made available to the Lenders (other than those Lenders that do not wish to receive material non-public information with respect to the Borrower and its Subsidiaries or their loans and securities) prior to such date to the extent such information could reasonably be expected to have a material effect upon, or otherwise be material, to a Term Lender’s decision to sell and assign its Term Loan pursuant to the relevant Repurchase Offer;

(v) borrowings shall not be made under any Revolving Facility, and no proceeds of Revolving Loans or Swing Line Loans shall be used, to fund a purchase under this Section 2.15; and

(vi) in connection with any Auction, the following conditions are satisfied:

(A) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.15 and in the Auction Procedures;

(B) the minimum principal amount (calculated on the face amount thereof) of Term Loans that Borrower offers to purchase in any such Auction shall be no less than $10.0 million (unless another amount is agreed to by the Administrative Agent); and

Borrower must terminate an Auction if it fails to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the respective Auction. If Borrower commences any Auction (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of the respective Auction have in fact been satisfied), and if at such time of commencement Borrower reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the purchase of Term Loans pursuant to such Auction shall be satisfied, then Borrower shall have no liability to any Term Loan Lender for any termination of the respective Auction as a result of its failure to satisfy one of more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of purchase of Term Loans pursuant to the respective Auction, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans made by Borrower pursuant to this Section 2.15, (x) Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans up to the settlement date of such purchase and (y) such purchases (and the payment made by Borrower and the cancellation of the purchased Loans, in each case in connection therewith to the extent required by this Section 2.15) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05, but the face amount of the Term Loans or Incremental Terms Loans prepaid pursuant to this Section 2.15 shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans or Incremental Terms Loans, as applicable as provided in Section 2.07(a).

(b) Consent of Administrative Agent and Lenders. The Administrative Agent and the Lenders hereby consent to the open market purchases and Auctions and the other transactions contemplated by this Section 2.15 (provided that no Lender shall have an obligation to participate in any such purchases or Auctions) and hereby waive the requirements of any provision of this Credit Agreement (including, without limitation, Section 2.13 and Section 10.06 (it being understood and acknowledged that purchases of the Term Loans by Borrower contemplated by this Section 2.15 shall not constitute Investments by Borrower)) or any other Loan Document that may otherwise prohibit any purchases or Auction or any other transaction contemplated by this Section 2.15.

(c) Rights of Auction Manager. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article 9 and Section 10.04 mutatis mutandis as if each reference therein to “Agent” were a reference to the Auction Manager.

Section 2.16. Refinancing Amendments.

(a) Notwithstanding anything in the Loan Documents to the contrary, at any time after the Closing Date, the Borrower may obtain, from any consenting Lender or any consenting Eligible Assignee, Other Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans or Incremental Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all (but not less than all) of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments, or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Other Refinancing Indebtedness:

(iii) will rank pari passu in right of payment in respect of the Collateral and with the Obligations and the Loans and Commitments hereunder;

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(iv) will have such pricing and prepayment terms as may be agreed by Borrower and the Lenders thereof; provided, that such prepayment provisions shall not be more favorable than the prepayment provisions applicable to the Term B Loans; provided further, that Other Term Loans and Other Term Commitments shall not be voluntarily or mandatorily repaid prior to the repayment in full of the Term Loans originally refinanced with such Other Refinancing Indebtedness unless accompanied by a ratable prepayment of the applicable Term Loans;

(v) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the Revolving Maturity Date of the Revolving Loans (or unused Revolving Commitments) being refinanced and will not have any required commitment reductions prior to the Revolving Maturity Date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the Term Loan Maturity Date of, and will have a weighted average life to maturity that is not shorter than, the Term Loans being refinanced;

(vi) except as provided above in this subsection (a), will have terms and conditions no more favorable to the lenders providing such Other Refinancing Indebtedness to the Borrower than those contained in the documentation governing the Loans (or unused Revolving Commitments) being refinanced; and

(vii) the Net Cash Proceeds of such Other Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Loans and, with respect to any Revolving Loans (or unused Revolving Commitments being refinanced), reduction of Revolving Commitments being so refinanced;

provided, that the terms and conditions applicable to such Other Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Other Refinancing Indebtedness is issued, incurred or obtained.

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(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of Borrower, or the provision to Borrower of Swing Line Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Other Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Termination Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding Extended Revolving Commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Other Revolving Commitments, be deemed to be participation interests in respect of such Other Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. No Lender shall be obligated to enter into any Refinancing Amendment, but shall participate in its sole discretion.

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Section 2.17. Extensions of Term Loans and Revolving Commitments.

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of Term Loans, Incremental Term Loans or Other Term Loans with a like maturity date or Revolving Commitments or Other Revolving Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans, Incremental Term Loans or Other Term Loans or Revolving Commitments or Other Revolving Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans, Incremental Term Loans or Other Term Loans and/or Revolving Commitments or Other Revolving Commitments and otherwise modify the terms of such Term Loans or Other Term Loans and/or Revolving Commitments, or Other Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans, Incremental Term Loans or Other Term Loans and/or Revolving Commitments or Other Revolving Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans, Incremental Term Loans or Other Term Loans) (each, an “Extension”, and each group of Term Loans, Incremental Term Loans or Other Term Loans or Revolving Commitments or Other Revolving Commitments, as applicable, in each case as so extended, as well as the original Term Loans or Other Term Loans and the original Revolving Commitments, or Other Revolving Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans, Incremental Term Loans or Other Term Loans from the tranche of Term Loans, Incremental Term Loans or Other Term Loans from which they were converted, and any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments or Other Revolving Commitments from the tranche of Revolving Commitments or Other Revolving Commitments from which they were converted), so long as the following terms are satisfied:

(i) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer, the Revolving Commitments or Other Revolving Commitments of any Revolving Lender that agrees to an extension with respect to such Revolving Commitments or Other Revolving Commitments (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be Revolving Commitments or Other Revolving Commitments (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments or Other Revolving Commitments (and related outstandings); provided that (A) all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments or Other Revolving Commitments in accordance with their Applicable Percentage of the Revolving Commitments or Other Revolving Commitments and all borrowings under Revolving Commitments or Other Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (2) repayments required upon the maturity date of the non-extending Revolving Commitments or Other Revolving Commitments) and (B) at no time shall there be Revolving Commitments or Other Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates;

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(ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv), (v) and (vi)), be determined between Borrower and the extending Lender and set forth in the relevant Extension Offer), the Term Loans, Incremental Term Loans or Other Term Loans of any Term Loan Lender that agrees to an extension with respect to such Term Loans, Incremental Term Loans or Other Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans, Incremental Term Loans or Other Term Loans subject to such Extension Offer;

(iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date applicable to each of the Term Loans, Incremental Term Loans or Other Term Loans, as applicable, and the amortization schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the Term Loan Maturity Date may not be increased;

(iv) the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans, Incremental Term Loans or Other Term Loans extended thereby;

(v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer;

(vi) if the aggregate principal amount of Term Loans, Incremental Term Loans or Other Term Loans (calculated on the face amount thereof) or Revolving Commitments or Other Revolving Commitments, as the case may be, in respect of which Term Loan Lenders or Revolving Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans, Incremental Term Loans or Other Term Loans or Revolving Commitments or Other Revolving Commitments, as the case may be, offered to be extended by Borrower pursuant to such Extension Offer, then the Term Loans, Incremental Term Loans or Other Term Loans or Revolving Commitments or Other Revolving Commitments, as the case may be, of such Term Loan Lenders or Revolving Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders or Revolving Lenders, as the case may be, have accepted such Extension Offer;

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(vii) all documentation in respect of such Extension shall be consistent with the foregoing;

(viii) any applicable Minimum Extension Condition shall be satisfied unless waived by Borrower;

(ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent; and

(x) no Default shall have occurred and be continuing on the date of the applicable Extension Offer or Extension.

(b) With respect to all Extensions consummated by Borrower pursuant to this Section 2.17, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that (A) Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in Borrower’s sole discretion and may be waived by Borrower) of Term Loans, Incremental Term Loans or Other Term Loans or Revolving Commitments or Other Revolving Commitments (as applicable) of any or all applicable tranches be tendered and (B) no tranche of Extended Term Loans shall be in an amount of less than $25.0 million (the “Minimum Tranche Amount”), unless such Minimum Tranche Amount is waived by the Administrative Agent. The Administrative Agent, the L/C Issuer and the Lenders hereby consent to the transactions contemplated by this Section 2.17 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 2.05 and 2.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.17.

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(c) No consent of any Lender, the Swing Line Lender, the L/C Issuer or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans, Incremental Term Loans or Other Term Loans and/or Revolving Commitments or Other Revolving Commitments (or a portion thereof) and (ii) with respect to any Extension of the Revolving Commitments or Other Revolving Commitments, the consent of the Swing Line Lender and the L/C Issuer to the extent the termination date of the commitment of such Swing Line Lender to provide Swing Line Loans or the commitment of such L/C Issuer to provider Letters of Credit shall be extended pursuant to such Extension of the Revolving Commitments or Other Revolving Commitments. The definitive documentation for any such Extension of the Revolving Commitments or Other Revolving Commitments shall set forth any such extension of the commitments of the Swing Line Lender or L/C Issuer, as applicable. If so provided in the documentation for the relevant Extension and with the consent of each L/C Issuer participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments that are not Extended Revolving Commitments to Lenders holding Extended Revolving Commitments in accordance with the terms of the documentation for such Extension; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly and limitations on drawings of Revolving Loans and issuances, extensions and amendments to Letters of Credit shall be implemented giving effect to the foregoing reallocation prior to such reallocation actually occurring to ensure that sufficient Extended Revolving Commitments are available to participate in any such Letters of Credit. No Lender shall be obligated to enter into any Extension, but shall participate in its sole discretion.

(d) All Extended Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu lien basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments or Other Revolving Commitments or Term Loans, Incremental Term Loans or Other Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.17.

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(e) In connection with any Extension, Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.17.

ARTICLE 3

TAXES, YIELD PROTECTION AND ILLEGALITY

Section 3.01. Taxes.

(a) Any and all payments by the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of Borrower or the applicable Withholding Agent) requires the deduction or withholding of any Tax from any payment by Borrower or the applicable Withholding Agent, then Borrower or the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) In addition, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law or, at the option of the Administrative Agent, timely reimburse it for the payment of any Other Taxes.

(c) The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that the Borrower shall not be obligated to make payment to such Recipient pursuant to this Section 3.01 in respect of penalties, interest and other liabilities attributable to any Indemnified Taxes, if (i) written demand therefor has not been made by such Recipient within 180 days from the date on which such Recipient received written notice of the imposition of Indemnified Taxes from the relevant Governmental Authority, (ii) such penalties, interest and other liabilities have accrued for periods beginning after the Borrower has indemnified such Recipient for, or paid any additional amount with respect to, such Indemnified Taxes pursuant to this Section 3.01 or (iii) such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of such Recipient. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

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(d) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).

(e) As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) Status of Lenders.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document 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, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Laws 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.

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(ii) Without limiting the generality of the foregoing,

(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;

(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:

(1) 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 any Loan Document, 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 any Loan Document, 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;

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

(3) 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 Exhibit K-1 (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

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(4) to the extent a Foreign Lender is not a beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Forms W-8ECI, IRS Forms W-8BEN, U.S. Tax Compliance Certificates substantially in the form of Exhibit K-2 or Exhibit K-3, IRS Forms W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit K-4 on behalf of each such direct and indirect partner;

(C) 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), executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times as reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Laws (including 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 Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

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.

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(g) If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes the cost of which the Borrower has borne pursuant to this Section 3.01 (including by the payment of additional amounts pursuant to this Section 3.01), it shall promptly notify the Borrower of such refund and shall within 10 days from the date of receipt of such refund pay over the amount of such refund (including any interest paid or credited by the relevant Governmental Authority with respect to such refund) to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Indemnified Taxes giving rise to such refund, net of all out-of-pocket expenses of such Recipient; provided, however, that the Borrower, upon the request of such Recipient, agrees to repay the amount paid over to the Borrower (plus penalties, interest, or other charges due to any Governmental Authority in connection therewith) to such Recipient in the event and to the extent that such Recipient is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

(h) Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

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Section 3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Section 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.

(a) If any Lender determines that as a result of any Change in Law, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes (as to which Section 3.01 shall govern) or Excluded Taxes, (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office) therewith (other than a Change in Law with respect to Taxes), has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.

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(c) The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice.

Section 3.05. Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

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Section 3.06. Matters Applicable to All Requests for Compensation. A certificate of the Administrative Agent or any Lender claiming compensation under this Article 3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.

Section 3.07. Survival. All of the Borrower’s obligations under this Article 3 shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE 4

CONDITIONS PRECEDENT TO EFFECTIVENESS AND CREDIT EXTENSIONS

Section 4.01. Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent, the Arrangers and each of the Lenders:

(i) executed counterparts of this Agreement from the Borrower, the Administrative Agent and each Lender;

(ii) executed counterparts of the Guaranty from each Guarantor and the Administrative Agent;

(iii) a Note executed by the Borrower in favor of each Lender requesting a Note, with duplicate originals (if any) so marked;

(iv) a pledge and security agreement, in substantially the form of Exhibit G (with such changes as is reasonably satisfactory to the Administrative Agent) (together with each other pledge and security agreement and pledge and security agreement supplement delivered pursuant to Section 6.13, in each case as amended, the “Security Agreement”), duly executed by each Loan Party and the Administrative Agent, together with:

(A) certificates representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt accompanied by undated instruments of transfer indorsed in blank,

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(B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,

(C) completed requests for information, dated on or before the date of the initial Credit Extension, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements,

(D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, and

(E) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements);

(v) an intellectual property security agreement, in substantially the form of Exhibit 4, 5 or 6 to the Security Agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.13, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken;

(vi) a Perfection Certificate, duly executed by the Borrower;

(vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;

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(viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(ix) a favorable opinion of Xxxxx, Xxxx & Xxxxxxxx, counsel to the Borrower, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent, as to such other matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request;

(x) a favorable opinion of local counsel to the Loan Parties in each jurisdiction listed on Schedule 4.01(a)(x), addressed to the Administrative Agent and each Lender and in form and substance reasonably satisfactory to the Administrative Agent;

(xi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

(xii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

(xiii) certificates and letters attesting to the Solvency of each Loan Party before and after giving effect to the Transaction, from the chief financial officer of the Borrower or another Responsible Officer acceptable to the Administrative Agent;

(xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance naming the Administrative Agent and Collateral Agent, on behalf of the Lenders, as an additional insured, loss payee or mortgagee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral;

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(xv) evidence that the Indebtedness listed on Schedule 1.01(a) has been or concurrently with the Closing Date is being terminated, all obligations owing thereunder by the Borrower or any of its Subsidiaries are, concurrently with the first Loan made hereunder, being paid in full and all Liens related thereto are or shall be terminated; and

(xvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require.

(b) Any fees required to be paid on or before the Closing Date shall have been paid.

(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

(d) The pro forma Consolidated Leverage Ratio for Measurement Period ending September 30, 2011 (which shall be calculated reflecting the Transactions on a Pro Forma Basis) was not more than 4.20 to 1.00, as certified and demonstrated in an officer’s certificate provided by a Responsible Officer of the Borrower.

(e) The Borrower shall have issued the Senior Unsecured Notes in an aggregate principal amount of at least $875,000,000 on terms and conditions and subject to documentation satisfactory to the Administrative Agent.

(f) Each of the Guarantor EBITDA Test and the Mortgage EBITDA Test (calculated on a Pro Forma Basis after giving effect to the properties to be mortgaged listed on Schedule 6.13(a)) shall be satisfied as of the Closing Date, as certified and demonstrated in an officer’s certificate provided by a Responsible Officer of the Borrower.

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(g) There shall not exist (i) any bankruptcy proceeding pending against any Loan Party or any Subsidiary thereof or (ii) any actions, suits, Proceedings, claims or disputes pending or, to the Knowledge of the Borrower, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries, or, to the Knowledge of the Borrower, any Contract Provider, or affecting the Borrower or any Subsidiary or, to the Knowledge of the Borrower, any Contract Provider or any properties or rights of the Borrower or any Subsidiary or, to the Knowledge of the Borrower, any Contract Provider, that (i) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, (ii) could reasonably be expected to result in (A) the revocation, termination, cancellation or suspension of Medicaid Certification or Medicare Certification of such Person, which revocation, termination, cancellation or suspension could reasonably be likely to have a Material Adverse Effect, or (B) the exclusion of such Person from participation in a Federal health care program, which exclusion could reasonably be likely to have a Material Adverse Effect, or (c) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

(h) A supplement to the Senior Notes Indenture to equally and ratably secure the Senior Notes as required thereby.

(i) The Borrower shall have received a rating with respect to the Facilities from S&P and Xxxxx’x.

Section 4.02. Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of the Borrower and each other Loan Party, contained in Article 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Section 5.07(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and (b), respectively.

(b) No Default shall exist, or would result from such proposed Credit Extension.

(c) The Administrative Agent and, if applicable, the L/C Issuer or Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders that:

Section 5.01. Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries (a) is duly organized or formed, validly existing and (except as indicated on Schedule 1.01(e)) in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws, except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law

Section 5.03. Governmental Authorization; Other Consents. No approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

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Section 5.04. Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity (whether considered in a proceeding at law or in equity).

Section 5.05. Solvency. Each Loan Party is Solvent after giving effect to the transactions contemplated by the Loan Documents on the Closing Date.

Section 5.06. Subsidiaries and Other Equity Investments.

(a) The Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Part (a) of Schedule 5.06 and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 6.13.

(b) Part (a) of Schedule 5.06 states as of the date hereof (i) the organizational form of each entity, (ii) the authorized and issued capitalization of each Subsidiary listed thereon, (iii) the number of shares or other Equity Interests of each class issued and outstanding of each such Subsidiary and (iv) the number and/or percentage of outstanding shares or other Equity Interest of each such class of capital stock or other Equity Interest owned by Borrower or by any such Subsidiary.

(c) The outstanding shares or other Equity Interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable.

(d) On the Closing Date, the Borrower and each such Subsidiary owns beneficially and of record all the shares and other Equity Interests it is listed as owning in Part (a) of Schedule 5.06, free and clear of any Lien.

(e) On the Closing Date, the Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.06.

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(f) On the Closing Date, (i) Schedule 1.01(c) lists all Joint Venture Subsidiaries, (ii) Schedule 1.01(d) lists all Non-Guarantor Subsidiaries and (iii) Schedule 1.01(e) lists all Guarantors.

Section 5.07. Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated September 30, 2011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d) The consolidated pro forma balance sheet of the Borrower and its Subsidiaries dated September 30, 2011, and the related consolidated pro forma statement of income of the Borrower and its Subsidiaries for the fiscal quarter then ended on that date, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP.

Section 5.08. Ownership of Property; Investments. Each Loan Party and each of its Subsidiaries has (i) good title to all its owned real and personal properties, subject to no Liens of any kind, except for Liens described in Schedule 5.08 and Liens permitted by Section 7.01 and (ii) valid leasehold interests in its leased real and personal properties.

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Section 5.09. Taxes. Except as set forth in Schedule 5.09, each of the Borrower and its Subsidiaries has filed or caused to be filed all federal, state and material local tax returns which are required to be filed by it and, except for taxes and assessments being contested in good faith by appropriate proceedings diligently conducted and against which reserves reflected in the Audited Financial Statements or the financial statements most recently delivered pursuant to Section 6.01(a) or (b), as the case may be, and satisfactory to the Borrower’s independent certified public accountants, have been established, has paid or caused to be paid all federal, state and other material taxes imposed on it, to the extent that such taxes have become due. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.

Section 5.10. Other Agreements. Neither the Borrower nor any Subsidiary is

(a) a party to or subject to any judgment, order, decree, agreement, lease or instrument, or subject to other restrictions, which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; or

(b) in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which such Person is a party, which default has, or if not remedied within any applicable grace period could reasonably be likely to have, a Material Adverse Effect.

Section 5.11. Contract Providers. To the Knowledge of the Borrower, no Contract Provider is:

(a) a party to any judgment, order, decree, agreement or instrument, or subject to restrictions, which could individually or in the aggregate reasonably be expected to have a Material Adverse Effect;

(b) in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Medicaid Provider Agreement, Medicare Provider Agreement or other agreement or instrument to which such Person is a party, which default has resulted in, or if not remedied within any applicable grace period could result in, the revocation, termination, cancellation or suspension of the Medicaid Certification or the Medicare Certification of such Person, which revocation, termination, cancellation or suspension could reasonably be likely to have a Material Adverse Effect; or

(c) has been convicted of an offense or has committed an act or omission which could reasonably form a basis under 42 U.S.C. § 1320a-7 and any statutes succeeding thereto and regulations promulgated thereunder for the Secretary of HHS to exclude the Contract Provider from participation in a Federal health care program, which exclusion from participation could reasonably be likely to have a Material Adverse Effect.

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Section 5.12. Litigation, Etc. There are no actions, suits, Proceedings, claims or disputes pending or, to the Knowledge of the Borrower, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries, or, to the Knowledge of the Borrower, any Contract Provider, or affecting the Borrower or any Subsidiary or, to the Knowledge of the Borrower, any Contract Provider or any properties or rights of the Borrower or any Subsidiary or, to the Knowledge of the Borrower, any Contract Provider, that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, (b) could reasonably be expected to result in (i) the revocation, termination, cancellation or suspension of Medicaid Certification or Medicare Certification of such Person, which revocation, termination, cancellation or suspension could reasonably be likely to have a Material Adverse Effect, or (ii) the exclusion of such Person from participation in a Federal health care program, which exclusion could reasonably be likely to have a Material Adverse Effect, or (c) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

Section 5.13. Margin Stock. The proceeds of the Credit Extensions will be used by the Borrower only for the purposes expressly authorized herein. None of such proceeds will be used, directly or indirectly, for the purpose of purchasing or carrying any margin stock or for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry margin stock or for any other purpose which might cause any of the Credit Extensions to constitute a “purpose credit” within the meaning of said Regulation U or Regulation X (12 C.F.R. Part 221) of the FRB.

Section 5.14. Investment Company Act. None of the Borrower or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 5.15. Intellectual Property. The Borrower and each other Loan Party and each Subsidiary owns or has the right to use, under valid license agreements or otherwise, all material patents, licenses, franchises, trademarks, trademark rights, trade names, trade name rights, trade secrets and copyrights necessary to or used in the conduct of its businesses as now conducted and as contemplated by the Loan Documents, without known conflict with any patent, license, franchise, trademark, trade secret, trade name, copyright, other proprietary right of any other Person.

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Section 5.16. Disclosure. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither this Agreement nor any Loan Document nor any certificate, document or financial information delivered by any Loan Party in connection herewith or therewith contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

Section 5.17. ERISA Compliance.

(a) The Borrower and each ERISA Affiliate are in compliance with all applicable provisions of ERISA, the Code and all other applicable laws and regulations, and are in compliance with all Foreign Benefit Laws, with respect to all Employee Benefit Plans, except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and any noncompliance that could not reasonably be expected to result in a Material Adverse Effect. Each Employee Benefit Plan is in compliance in form and in operation with its terms and with all applicable provisions of ERISA, the Code, and all other applicable laws and regulations, except for any noncompliance that could not reasonably be expected to result in a Material Adverse Effect. Each Employee Benefit Plan (and each related trust, if any) that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS (or has submitted, or is within the remedial amendment period for submitting, an application for a determination letter with the IRS, and is awaiting receipt of a response) to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes, or is comprised of a master or prototype plan or a volume submitter plan that has received a favorable opinion letter or advisory letter from the IRS, and nothing has occurred since the date of such determination that would reasonably be expected to materially adversely affect such determination (or, in the case of an Employee Benefit Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification). Each Employee Benefit Plan subject to any Foreign Benefit Law has received the required approvals by any Governmental Authority regulating such Employee Benefit Plan. No material liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied with respect to any Employee Benefit Plan or any Multiemployer Plan.

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(b) Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any ERISA Affiliate has (i) engaged in a nonexempt prohibited transaction described in Section 4975 of the Code or Section 406 of ERISA affecting any of the Employee Benefit Plans or the trusts created thereunder which could subject the Borrower or any ERISA Affiliate to a material tax or penalty under the Code or ERISA, (ii) incurred any accumulated funding deficiency with respect to any Multiemployer Plan, whether or not waived, or any other liability to the PBGC with respect to any Employee Benefit Plan or Multiemployer Plan which remains outstanding (other than the payment of premiums due and not delinquent under Section 4007 of ERISA), (iii) failed to timely make a required contribution or payment to a Multiemployer Plan, (iv) failed to timely make a required installment or other required payment under Section 412 of the Code, Section 302 of ERISA or the terms of such Employee Benefit Plan, or (v) failed to timely make a required contribution or payment, or otherwise failed to operate in compliance with any Foreign Benefit Law regulating any Employee Benefit Plan.

(c) Except as would not reasonably be expected to result in a Material Adverse Effect, no ERISA Event has occurred with respect to any Pension Plan or Multiemployer Plan, and neither the Borrower nor any ERISA Affiliate has incurred any unpaid withdrawal liability with respect to any Multiemployer Plan.

(d) There exists no Unfunded Pension Liability with respect to any Pension Plan (other than the Specified Plan). There exists no Unfunded Pension Liability with respect to the Specified Plan in excess of $15,000,000. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Benefit Plan, determined as of the end of the Borrower’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Foreign Benefit Plan allocable to such benefit liabilities.

(e) The consummation of the Loans and the issuance of the Letters of Credit provided for herein will not involve any prohibited transaction under ERISA which is not subject to a statutory or administrative exemption.

(f) There are no actions, suits or claims pending against or involving any Employee Benefit Plan (other than routine claims for benefits) or, to the Knowledge of the Borrower, threatened, which would reasonably be expected to be asserted successfully against any Employee Benefit Plan, fiduciary of any Employee Benefit Plan or the Borrower, and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect.

Section 5.18. No Default. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

Section 5.19. Environmental Compliance.

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(a) The Borrower and each Subsidiary and other business operations, properties and facilities are in compliance with all applicable Environmental Laws and has been issued and currently maintains all permits, licenses, certificates and approvals, required under any Environmental Law (“Environmental Permits”) in each case except where the failure to do so, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary has been notified of any pending or threatened claim, action, suit, proceeding or investigation, and neither the Borrower nor any Subsidiary is aware of any facts, which (a) call into question, or could reasonably be expected to call into question, compliance by the Borrower or any Subsidiary and other business operations, properties and facilities with any Environmental Laws, (b) seek, or could reasonably be expected to form the basis of a meritorious proceeding, to suspend, revoke or terminate any Environmental Permit or necessary for the use, or operation of the Borrower’s or any Subsidiary’s business properties or facilities or for the generation, handling, storage, treatment or disposal of any Hazardous Materials, or (c) seek to cause, or could reasonably be expected to form the basis of a meritorious proceeding to cause, any property of the Borrower or any Subsidiary or other Loan Party to be subject to any restrictions on ownership, use, occupancy or transferability under any Environmental Law, which in each of clauses (a), (b) and (c) could reasonably be expected to have a Material Adverse Effect.

(b) Except as could not reasonably be expected to have a Material Adverse Effect:

(i) there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by Borrower and its Subsidiaries or their predecessors in interest that could reasonably be expected to result in liability of Borrower or any Subsidiary under or noncompliance by Borrower or any Subsidiary with any Environmental Law; and

(ii) neither Borrower nor any Subsidiary is obligated to perform any action or otherwise incur any expense under Environmental Laws, pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of them is conducting or financing any investigation, response or other action to address a Release or threatened Release of Hazardous Materials pursuant to any Environmental Law at any location.

(c) Borrower and the Subsidiaries have made available to the Lenders all material records and files in the possession, custody or control of, or otherwise reasonably available to, Borrower and the Subsidiaries concerning compliance with or liability under Environmental Law, including those concerning the status of Hazardous Materials at properties or facilities currently or formerly owned, operated, leased or used by Borrower and the Subsidiaries.

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Section 5.20. Employment Matters.

(a) Except as set forth on Schedule 5.20, none of the employees of the Borrower or any Subsidiary is subject to any collective bargaining agreement.

(b) There are no strikes, work stoppages, election or decertification petitions or proceedings, unfair labor charges, equal opportunity proceedings, or other material labor/employee related controversies or proceedings pending or, to the Knowledge of the Borrower, threatened against the Borrower or any Subsidiary or between the Borrower or any Subsidiary and any of its employees, other than employee grievances arising in the ordinary course of business which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(c) Except to the extent a failure to maintain compliance would not have a Material Adverse Effect, the Borrower and each Subsidiary is in compliance in all respects with all applicable laws, rules and regulations pertaining to labor or employment matters, including without limitation those pertaining to wages, hours, occupational safety and taxation and there is neither pending or threatened any litigation, administrative proceeding nor, to the Knowledge of the Borrower, any investigation, in respect of such matters which, if decided adversely, could reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect.

Section 5.21. RICO. Neither the Borrower nor any Subsidiary is engaged in or has engaged in any course of conduct that could subject any of their respective properties to any Lien, seizure or other forfeiture under any criminal law, racketeer influenced and corrupt organizations law, civil or criminal, or other similar laws.

Section 5.22. Insurance. The properties of the Borrower and its Subsidiaries are adequately insured with financially sound and reputable insurance companies, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates. No Mortgage encumbers improved real property that is Flood Hazard Property unless flood insurance available under the National Flood Insurance Program has been obtained in accordance with Section 6.07.

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Section 5.23. Reimbursement and Authorization from Third Party Payors. The accounts receivable of the Borrower and each Subsidiary and, to the Knowledge of the Borrower, each Contract Provider have been and will continue to be adjusted to reflect reimbursement policies of third party payors such as Medicare, Medicaid, Blue Cross/Blue Shield, private insurance companies, health maintenance organizations, preferred provider organizations, alternative delivery systems, managed care systems, government contracting agencies and other third party payors. In particular, to the Knowledge of the Borrower, accounts receivable relating to such third party payors do not and shall not exceed amounts any obligee is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to its usual charges, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, the Borrower and each Restricted Subsidiary holds, in full force and effect, all Third Party Payor Authorizations necessary to participate in and be reimbursed by all Third Party Payor Programs in which the Borrower or any Restricted Subsidiary participates.

Section 5.24 Fraud and Abuse. Except to the extent any of the following could not reasonable be expected, individually or in the aggregate, to have a Material Adverse Effect (a) neither the Borrower nor any Subsidiary nor, to the Knowledge of the Borrower, any of its stockholders, officers or directors, or any Contract Provider, have engaged in any activities which are prohibited under federal Medicare and Xxxxxxxx xxxxxxxx, 00 X.X.X. § 0000x-0x, or the regulations promulgated pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by binding rules of professional conduct, or which are prohibited under any statute which constitutes as a Federal health care offense, or the regulations promulgated pursuant to such statutes, including but not limited to the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (A) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by a Federal health care program or other applicable third party payors, or (B) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service, or item for which payment may be made in whole or in part by a Federal health care program or other applicable third party payors; or (v) knowingly or willfully offering or paying any remuneration (including any kickback, bribe, or rebate) directly or indirectly, overtly or covertly, in cash or in kind to any Person to induce such Person (A) to refer an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part under a Federal health care program, or (B) to purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which payment may be made in whole or in party under a Federal health care program, (b) none of the Borrower, any of its Restricted Subsidiaries, or their respective officers and directors has been or is currently excluded from participation in government health care programs pursuant to 42 U.S.C. § 1320a-7 and (c) none of the Borrower, its Restricted Subsidiaries, nor any owner, officer, director, partner, agent, managing employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §1001.1001) in the Borrower or any Restricted Subsidiary is a party to, or bound by, any order, individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with any Governmental Authority concerning compliance with Health Care Laws.

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Section 5.25. Licensing and Accreditation. Each of the Borrower and its Subsidiaries and, to the Knowledge of the Borrower, each Contract Provider, has, to the extent applicable: (a) obtained (or been duly assigned) and maintains all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated; (b) obtained and maintains in good standing all required Permits except to the extent that failure to do so could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (c) to the extent prudent and customary in the industry in which it is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies; (d) obtained and maintains Medicaid Certification and Medicare Certification; and (e) entered into and maintains in good standing its Medicare Provider Agreement and its Medicaid Provider Agreement. To the Knowledge of the Borrower, each Contract Provider is duly licensed (where license is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such Person in the locations in which the Borrower or such Subsidiary conduct business, required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Borrower or such Subsidiary to operate as currently operated and as presently contemplated to be operated. To the Knowledge of the Borrower, all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited.

Section 5.26. Compliance with Laws. Each of the Borrower and each of its Subsidiaries is in compliance with the requirements of all Laws (including, without limitation, the PATRIOT Act, OFAC and Healthcare Laws) and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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Section 5.27. Collateral Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable first-priority Lien (subject to Liens permitted by Section 7.01) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing Date and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.

Section 5.28. Anti-Terrorism Laws. Neither the Borrower nor any of its Subsidiaries is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.) (the “Trading with the Enemy Act”), as amended. Neither the Borrower nor any of its Subsidiaries is in violation of (a) the Trading with the Enemy Act, as amended, (b) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or (c) the PATRIOT Act. Neither the Borrower nor any of its Subsidiaries (i) is a blocked person described in Section 1 of the Anti-Terrorism Order or (ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person.

Section 5.29. Compliance with OFAC Rules and Regulations.

(a) Neither the Borrower nor any of its Subsidiaries nor their respective controlled Affiliates is in violation of and shall not violate any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at xxxx://xxx.xxxxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx/ or as otherwise published from time to time.

(b) Neither the Borrower nor any of its Subsidiaries nor their respective controlled Affiliates (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has a more than 10% of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. No proceeds of any Loan will be used nor have any been used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Entity.

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ARTICLE 6

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.12) cause each Restricted Subsidiary to:

Section 6.01. Financial Statements. Deliver to the Administrative Agent (for further distribution to each Lender), in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a) as soon as available, but in any event within 90 days (or such shorter time as required to be filed with the SEC) after the end of each Fiscal Year of the Borrower (beginning with the Fiscal Year ended December 31, 2011), consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Year, and setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, and, with respect to the consolidated financial statements, audited and accompanied by a report and opinion of Ernst & Young, LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and

(b) as soon as available, but in any event within 45 days (or such shorter time as required to be filed with the SEC) after the end of each fiscal quarter (except the last fiscal quarter of the Fiscal Year), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income, stockholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

(c) simultaneously with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

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As to any information contained in materials furnished pursuant to Section 6.02(f), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

Section 6.02. Certificates; Other Information. Deliver to the Administrative Agent (for further distribution to each Lender), in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) (beginning with the Fiscal Year ended December 31, 2011), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default as they relate to financial matters or, if any such Default shall exist, stating the nature and status of such event;

(b) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b) (beginning with the fiscal quarter ended March 31, 2012), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and with respect to the financial statements delivered pursuant to Section 6.01(a) a list of all Subsidiaries that are “Non-Guarantor Subsidiaries” pursuant to clause (v) of the definition thereof together with calculations showing that each Subsidiary set forth on such list individually is not a Material Subsidiary and that all such Subsidiaries in the aggregate (i) comprise less than 5% of Consolidated Total Assets of the Borrower at the end of the period to which such financial statements relate and (ii) have income less than 5% of Consolidated Net Income of the Borrower for the period to which such financial statements relate;

(c) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a summary of operations for such quarterly period for (i) each Hospital Facility operated by the Borrower and (ii) each Subsidiary, each certified by a Responsible Officer to be true and correct;

(d) not later than the last business day of each Fiscal Year, deliver to the Administrative Agent and each Lender consolidated financial projections for the Borrower and its Subsidiaries for the next Fiscal Year, consisting of a consolidated balance sheet, income statement and cash flow statement and the key assumptions utilized in the preparation of such financial projections, and demonstrating compliance with Section 7.01 hereof;

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(e) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;

(f) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(g) promptly after any request by the Administrative Agent or any Lender, a copy of the most recent IRS Form 5500 (including the Schedule B, or such other schedule as contains actuarial information) in respect of each Pension Plan with Unfunded Pension Liabilities; and

(h) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

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The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public.”

Section 6.03. Notices. Promptly notify the Administrative Agent and each Lender:

(a) of the occurrence of any Default;

(b) of any litigation or other proceedings being instituted against the Borrower or any Subsidiary, or any attachment, levy, execution or other process being instituted against any assets of the Borrower or any Subsidiary or other Loan Party, in an aggregate amount greater than $20,000,000 not otherwise covered by insurance;

(c) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including any such matter arising from (i) a breach or non performance of, or any default under, a Contractual Obligation of the Borrower or any of its Subsidiaries; (ii) a dispute, litigation, investigation, Proceeding or suspension between the Borrower or any of its Subsidiaries or Contract Provider and any Governmental Authority; (iii) the commencement of, or any material development in, any litigation or Proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Health Care Laws or Environmental Laws; and (iv) a notice to or Proceeding against the Borrower or any of its Subsidiaries or any Contract Provider (x) to suspend, revoke or terminate any Medicaid Provider Agreement, Medicaid Certification, Medicare Provider Agreement or Medicare Certification, (y) to suspend or exclude such Person from participation in a Federal health care program or (z) to revoke or terminate any status of such Person as an entity exempt from taxation under Section 501(c) of the Code or as a non-private foundation under Section 509(a) of the Code;

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(d) (i) of the occurrence of any ERISA Event, and (ii) after becoming aware that there has been (w) an increase in Unfunded Pension Liabilities (taking into account only Pension Plans with positive Unfunded Pension Liabilities) since the date the representations hereunder are given that would reasonably be expected to result in a Material Adverse Effect, (x) the existence of any potential withdrawal liability under Section 4201 of ERISA, if the Borrower and the ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans, that would reasonably be expected to result in a Material Adverse Effect, (y) the adoption of, or the commencement of contributions to, any Pension Plan subject to Section 412 of the Code by the Borrower or any ERISA Affiliate, that would reasonably be expected to result in a Material Adverse Effect, or (z) the adoption of any amendment to a Pension Plan subject to Section 412 of the Code which results in an increase in contribution obligations of the Borrower or any ERISA Affiliate that would reasonably be expected to result in a Material Adverse Effect;

(e) of any material change in accounting policies or financial reporting practices by the Borrower or any of its Subsidiaries;

(f) of the (i) occurrence of any Disposition of property or assets for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(ii), (ii) incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iii), and (iii) receipt of any Extraordinary Receipt in an amount in excess of $20.0 million for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iv);

(g) the voluntary disclosure by the Borrower or any Restricted Subsidiary to the Office of the Inspector General of the United States Department of Health and Human Services, any Third Party Payor Program (including to any intermediary, carrier or contractor of such Program), of an actual or potential overpayment matter involving the submission of claims to a Third Party Payor except for any such overpayment matter that could not reasonably be expected to have a Material Adverse Effect;

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(h) that the Borrower or any Restricted Subsidiary, an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in the Borrower or any Restricted Subsidiary: (i) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (ii) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (iii) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (iv) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq., except for any such matter referred to in clauses (i), (ii), (iii) or (iv) that could not reasonably be expected to have a Material Adverse Effect; and

(i) any claim to recover any alleged overpayments with respect to any receivables except for any such claim that could not reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 6.03 (other than Section 6.03(f)) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. Each notice pursuant to Section 6.03(b) or 6.03(c)(iv) shall describe with particularity the nature and status of such litigation, dispute, proceeding, levy, execution or other process. Each notice pursuant to Section 6.03(d)(i) shall be accompanied by a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by such Borrower or ERISA Affiliate from the PBGC or any other governmental agency with respect thereto.

Section 6.04. Maintenance of Properties. Maintain all properties necessary to its operations in good working order and condition, make all needed repairs, replacements and renewals to such properties, and maintain, free from Liens, all trademarks, trade names, patents, copyrights, trade secrets, know-how, and other intellectual property and proprietary information (or adequate licenses thereto), in each case as are reasonably necessary to conduct its business as currently conducted or as contemplated hereby, all in accordance with customary and prudent business practices.

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Section 6.05. Existence, Qualification, Etc. Except as otherwise expressly permitted under Section 7.04 or 7.05, do or cause to be done all things necessary to preserve and keep in full force and effect its existence and all rights and franchises (except where the failure to do so would not have a Material Adverse Effect), and maintain its license or qualification to do business as a foreign corporation and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary except where the failure to so qualify would not have a Material Adverse Effect.

Section 6.06. Compliance with Regulations; Payment of Obligations. Comply in all material respects with or contest in good faith all statutes and governmental regulations and pay all material taxes, assessments and governmental charges imposed upon any of its properties prior to the date on which material penalties attach thereto, and all lawful material claims in respect of any Taxes imposed, assessed or levied that, if unpaid, could reasonably be expected to become a material Lien upon any properties of the Borrower or any of the Subsidiaries, provided that neither the Borrower nor any of the Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto to the extent required by law and in accordance with GAAP and the failure to pay could not reasonably be expected to result in a Material Adverse Effect.

Section 6.07. Maintenance of Insurance. (a) Keep all of its insurable properties adequately insured at all times through adequate programs of self insurance or with responsible insurance carriers against loss or damage by fire and other hazards to the extent and in the manner as are customarily insured against by similar businesses owning such properties similarly situated, (b) maintain general public liability insurance at all times, through adequate programs of self insurance or with responsible insurance carriers, against liability on account of damage to persons and property and (c) maintain insurance under all applicable workers’ compensation laws (or in the alternative, maintain required reserves if self-insured for workers’ compensation purposes) and against loss by reason of business interruption such policies of insurance to have such limits, deductibles, exclusions, co-insurance and other provisions providing no less coverages than are maintained by similar businesses that are similarly situated, such insurance policies to be in form reasonably satisfactory to the Administrative Agent. Each of the policies of insurance described in this Section 6.07 shall provide that the insurer shall undertake to give the Administrative Agent not less than thirty (30) days’ prior written notice before any such policy shall be terminated, lapse or be altered in any manner. With respect to any improved real property included in each Mortgaged Property that is a Flood Hazard Property, obtain flood insurance in such total amount as the Administrative Agent may from time to time reasonably require, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

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Section 6.08. Books and Records. Keep true books of record and account in which full, true and correct entries will be made of all of its dealings and transactions, and set up on its books such reserves as may be required by GAAP with respect to doubtful accounts and all taxes, assessments, charges, levies and claims and with respect to its business in general, and include such reserves in interim as well as year-end financial statements to the extent required by GAAP.

Section 6.09. Inspection Rights. Permit any Person designated by any Lender or the Administrative Agent to visit and inspect any of the properties, corporate books and financial reports of the Borrower or any Subsidiary and to discuss its affairs, finances and accounts with its principal officers and independent certified public accountants, all at reasonable times, at reasonable intervals and with reasonable prior notice; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

Section 6.10. Compliance with Laws. Conform to and duly observe in all material respects all applicable laws, rules and regulations and all other valid requirements of any regulatory authority having jurisdiction with respect to the conduct of its business, including without limitation Titles XVIII and XIX of the Social Security Act, all Health Care Laws, Medicare Regulations, Medicaid Regulations, and all laws, rules and regulations of Governmental Authorities pertaining to the licensing of professional and other health care providers.

Section 6.11. Governmental Licenses. Obtain and maintain all material Permits of all applicable Governmental Authorities as are required for the conduct of its business as currently conducted and herein contemplated, including without limitation professional licenses, Medicaid Certifications and Medicare Certifications.

Section 6.12. Use of Proceeds. Use the proceeds of the Credit Extensions for the Refinancing and general corporate purposes not in contravention of any Law or of any Loan Document; provided that no more than $25,000,000 of Revolving Loans may be drawn on the Closing Date; provided further that following the Closing Date, the Borrower may use Revolving Loans to consummate a Permitted Acquisition only if immediately following such Permitted Acquisition, the Borrower shall have not less than $50,000,000 in availability under the Revolving Credit Facility.

Section 6.13. Covenant to Guarantee Obligations and Give Security.

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(a) Deliver to the Administrative Agent the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance satisfactory to the Administrative Agent, within 45 days after the Closing Date (or such extended period of time as may be agreed to by the Administrative Agent in its reasonable discretion): deeds of trust, trust deeds, deeds to secure debt and mortgages, in substantially the form of Exhibit H (with such changes as may be reasonably satisfactory to the Administrative Agent to account for local law matters) and covering the properties listed on Schedule 6.13(a) (together with each other mortgage delivered pursuant to Section 6.13, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with:

(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, mortgage, intangible and recording taxes and fees have been paid or arrangements reasonably satisfactory to the Administrative Agent shall have been made therefor,

(ii) American Land Title Association Lender’s 2006 Extended Coverage title insurance policies or “marked” commitments or pro formas therefor covering all properties to be mortgaged listed on Schedule 6.13(a) (other than any properties located in Florida, for which only standard title reports reasonably acceptable to the Administrative Agent shall be required) (the “Mortgage Policies”) in form and substance, and in amounts and with endorsements reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured, where required by Chicago Title Insurance Company or such other title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents,

(iii) copies of any existing surveys in the Borrower’s possession,

(iv) evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all Mortgage Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording and intangibles taxes (including stamp and intangibles taxes), fees, charges, cost and expenses required for the recording of the Mortgages and issuance of the Mortgage Policies referred to above,

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(v) (A) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property and (B) with respect to any Flood Hazard Property (1) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (x) as to the fact that all or a portion of the improvements located on such Flood Hazard Property are designated a special “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency) and (y) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program and (2) copies of insurance policies or certificates of insurance of the Loan Parties evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;

(vi) favorable written opinions of local counsel in the states in which each such “Mortgaged Property” is located, addressed to the Administrative Agent and each Lender and in form and substance reasonably satisfactory to the Administrative Agent, and

(vii) to the extent required by the Administrative Agent or the Required Lenders to comply with FIRREA or other applicable law, appraisals of the Mortgaged Properties.

(b) Deliver to the Administrative Agent evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken and that, following the recording of the Mortgages pursuant to Section 6.13(a), the Mortgage EBITDA Test shall be satisfied.

(c) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary (other than any Non-Guarantor Subsidiary) by any Loan Party or upon any Subsidiary of the Borrower ceasing to be a Non-Guarantor Subsidiary, then the Borrower shall, at the Borrower’s expense:

(i) within 10 days after such formation or acquisition, cause such Restricted Subsidiary, and cause each direct and indirect parent of such Restricted Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a joinder to the Guaranty in the form attached thereto, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,

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(ii) within 15 days after such formation or acquisition, cause such Restricted Subsidiary and each direct and indirect parent of such Restricted Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, a joinder to the Security Agreement and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Equity Interests of such Restricted Subsidiary, and other instruments of the type specified in Section 4.01(a)(iv)), securing payment of all the Obligations of such Restricted Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on personal properties,

(iii) if necessary in order to satisfy the Mortgage EBITDA Test, within 60 days after such formation or acquisition, cause such Restricted Subsidiary and each direct and indirect parent of such Restricted Subsidiary (if it has not already done so) to take whatever action and deliver such documentation (including (A) the recording of deeds of trust, trust deeds, deeds to secure debt and mortgages, in substantially the form of Exhibit H (with such changes as may be reasonably satisfactory to the Administrative Agent to account for local law matters), (B) the filing of Uniform Commercial Code financing statements, (C) the giving of notices and the endorsement of notices on title documents, (D) the delivery, following the request of the Administrative Agent, of a survey conducted within the immediately preceding 24 months acceptable to the Administrative Agent for any owned individual Hospital Facility with a fair market value in excess of $35,000,000, (E) the delivery of a copy of any available engineering report and (F) other instruments and documents of the type specified in Section 6.13(a)) as may be reasonably required by the Administrative Agent or may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such Restricted Subsidiary’s owned real property with a fair market value in excess of $20,000,000 (it being understood that Borrower shall have the option to limit the Lien granted to the Administrative Agent to the portion of such owned real property that constitutes a Hospital Facility); and

(iv) within 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (i), (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request.

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(d) Upon the acquisition after the Closing Date of any owned real property with a fair market value in excess of $20,000,000 by any Loan Party, then the Borrower shall, if required in order to satisfy the Mortgage EBITDA Test, at the Borrower’s expense within 60 days after such acquisition, cause such Loan Party and each direct and indirect parent of such Loan Party (if it has not already done so) to (i) take whatever action and deliver such documentation (including (A) the recording of deeds of trust, trust deeds, deeds to secure debt and mortgages, in substantially the form of Exhibit H (with such changes as may be reasonably satisfactory to the Administrative Agent to account for local law matters), (B) the filing of Uniform Commercial Code financing statements, (C) the giving of notices and the endorsement of notices on title documents, (D) the delivery, following the request of the Administrative Agent, of a survey conducted within the immediately preceding 24 months acceptable to the Administrative Agent for any owned individual Hospital Facility with a fair market value in excess of $35,000,000, (E) the delivery of a copy of any available engineering report and (F) other instruments and documents of the type specified in Section 6.13(a)) as may be reasonably required by the Administrative Agent or may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such owned real property (it being understood that Borrower shall have the option to limit the Lien granted to the Administrative Agent to the portion of such owned real property that constitutes a Hospital Facility) and (ii) deliver a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clause (b)(i) and as to such other matters as the Administrative Agent may reasonably request.

(e) If, at any time and from time to time after the Closing Date, Subsidiaries that are “Non-Guarantor Subsidiaries” pursuant to clause (vi) of the definition thereof comprise in the aggregate more than 5% of Consolidated Total Assets as of the end of the most recently ended fiscal quarter of the Borrower or have net income equal to or greater than 5% of Consolidated Net Income of the Borrower and its Restricted Subsidiaries for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Borrower, then the Borrower shall, not later than 45 days after the date by which financial statements for such quarter are required to be delivered pursuant to this Agreement, cause one or more such Subsidiaries to become additional Loan Parties (notwithstanding that such Subsidiaries are, individually, not Material Subsidiaries) such that the foregoing condition ceases to be true.

(f) Without limiting the foregoing, in connection with (i) any Extensions or any other extension of a maturity date or new maturity date (that is later than then Latest Maturity Date) with respect to any Loan or Commitment or (ii) the addition of new Loans and Commitments hereunder, the applicable Loan Parties shall (at their expense) amend (and the Lenders hereby authorize the Administrative Agent to amend) any Mortgage (A) that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent) and (B) to the extent necessary to reference any new Loan or Commitment or any increase in the aggregate amount of the Facilities.

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Section 6.14. Notice of Environmental Complaint or Condition. Promptly provide to the Administrative Agent (who shall promptly notify the Lenders) true, accurate and complete copies of any and all notices, complaints, orders, directives, claims or citations received by the Borrower or any Subsidiary relating to any material (a) violation or alleged violation by the Borrower or any Subsidiary of any applicable Environmental Law; (b) Release or threatened Release by the Borrower or any Subsidiary, or by any Person handling, transporting or disposing of any Hazardous Material on behalf of the Borrower or any Subsidiary, or at any facility or property owned or leased or operated by the Borrower or any Subsidiary, of any Hazardous Material, except where occurring legally pursuant to a permit or license; or (c) liability or alleged liability of the Borrower or any Subsidiary for the costs of cleaning up, removing, remediating or responding to a Release of Hazardous Materials.

Section 6.15. Environmental Compliance. If the Borrower or any Subsidiary shall receive any letter, notice, complaint, order, directive, claim or citation alleging that the Borrower or any Subsidiary has violated any Environmental Law, has Released any Hazardous Material, or is liable for the costs of cleaning up, removing, remediating or responding to a Release or threatened Release of Hazardous Materials, the Borrower and any Subsidiary shall, within the time period permitted and to the extent required by the applicable Environmental Law or the Governmental Authority responsible for enforcing such Environmental Law, remove or remedy, or cause the applicable Subsidiary to remove or remedy, such violation or Release or satisfy such liability, unless and only during the period that the applicability of the Environmental Law, the fact of such violation or liability or the action required to remove or remedy such violation is being contested by the Borrower or the applicable Subsidiary by appropriate proceedings diligently conducted and all reserves with respect thereto as may be required under GAAP, if any, have been made, and no Lien in connection therewith shall have attached to any property of the Borrower or the applicable Subsidiary which shall have become enforceable against creditors of such Person.

Section 6.16. Further Assurances. Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

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Section 6.17. Continued Operations. Continue at all times to conduct its business and engage principally in the same line or lines of business substantially as heretofore conducted.

Section 6.18. Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation on a Pro Forma Basis, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, (A) with the covenants set forth in Sections 7.02 and 7.11 and (B) if the Restricted Subsidiary to be designated as an Unrestricted Subsidiary is a Guarantor, the Mortgage EBITDA Test and the Guarantor EBITDA Test (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance and the satisfaction of such tests (to the extent applicable)) and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.03). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

(a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary that is the subject of a Syndication (and will become a non-wholly owned Restricted Subsidiary), or is otherwise not a wholly owned Restricted Subsidiary or that is to be merged into, or will dispose all or substantially all of its assets to, another Joint Venture Subsidiary as a Joint Venture Subsidiary; provided that immediately before and after such designation (and any release of a Guarantor or assets in connection therewith) (i) no Default shall have occurred and be continuing, (ii) the Borrower and its Restricted Subsidiaries shall be in compliance with all of the covenants set forth in Section 7.11 on a Pro Forma Basis, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though the designation had been consummated as of the first day of the fiscal period covered thereby (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) the Guarantor EBITDA Test and the Mortgage EBITDA Test shall be satisfied (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating the satisfaction of such tests). The designation of any Restricted Subsidiary as a Joint Venture Subsidiary shall constitute an Investment by the Borrower therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.03(h) or (i)).

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Section 6.19. Maintenance of Ratings. Use commercially reasonable efforts to (a) cause the Facilities to be continuously rated by S&P and Xxxxx’x, and (b) maintain a corporate rating from S&P and a corporate family rating from Xxxxx’x, in each case in respect of the Borrower.

Section 6.20 Regulatory Compliance. The Borrower and each Restricted Subsidiary shall maintain a corporate and health care regulatory compliance program (“CCP”) which addresses the requirements of Health Care Laws, including without limitation HIPAA and includes at least the following components and allows the Administrative Agent and/or any consultants from time to time to review such CCP: (i) standards of conduct and procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) a specific officer within high-level personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP. The Borrower and its Restricted Subsidiaries shall modify such CCPs from time to time, as may be necessary to ensure continuing material compliance with all applicable Health Care Laws. Upon reasonable prior request, the Administrative Agent (and/or its consultants) shall be permitted to review such CCPs.

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Section 6.21. Post-Closing Matters. Borrower shall, and shall cause each of the Loan Parties to, satisfy the requirements set forth on Schedule 6.21 on or before the date specified for such requirement on such Schedule 6.21 or such later date to be determined by Administrative Agent.

ARTICLE 7

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly:

Section 7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Restricted Subsidiaries as debtor, or assign as collateral any accounts or other right to receive income, other than the following:

(a) Liens pursuant to any Loan Document (including to secure the Senior Notes or other Pari Passu First Lien Debt);

(b) Liens existing on the date hereof and listed on Schedule 5.08 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(d), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(d);

(c) Liens imposed by law for taxes, assessments or charges of any Governmental Authority for claims not yet delinquent or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;

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(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in the ordinary course of business and in existence less than 90 days from the date of creation thereof for amounts not yet due or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP and which Liens are not yet enforceable against other creditors;

(e) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts;

(f) easements (including reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and zoning and other restrictions, charges or encumbrances (whether or not recorded), which do not interfere materially with the ordinary conduct of the business of the Borrower or any Subsidiary and which do not materially detract from the value of the property to which they attach or materially impair the use thereof to the Borrower or any Subsidiary;

(g) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(h) Liens securing Indebtedness permitted under Section 7.02(i); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the (A) cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition or (B) the total cost of such constructing or improving such property;

(i) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.18), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.02(j);

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(j) any interest or title of a lessor or sublessor under any lease entered into by the Borrower or any of its Restricted Subsidiaries as lessee in the ordinary course of business and covering only the assets so leased;

(k) Liens on cash deposits and other funds maintained with a depositary institution, in each case arising in the ordinary course of business by virtue of any statutory or common law provision relating to banker’s liens;

(l) leases, licenses, subleases or sublicenses (excluding leases and subleases of a Hospital Facility, but including a lease or sublease of a portion of any such Hospital Facility (e.g. a gift shop) that (x) is immaterial to the operation thereof, (y) does not materially detract from the value of such Hospital Facility and (z) does not account for a material portion of the revenue generated by such Hospital Facility) granted to others in the ordinary course of business that (i) do not interfere in any material respect with the business of the Borrower or any of the Subsidiaries and (ii) do not secure any Indebtedness of the Borrower and its Subsidiaries;

(m) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(n) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry;

(o) Liens (i) on cash advances in favor of the seller of any property to be acquired in a Permitted Acquisition or an Investment permitted pursuant to Section 7.03 or to be applied against the purchase price for such Investment, or (ii) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05, solely to the extent such Disposition would have been permitted on the date of the creation of such Lien;

(p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;

(q) Liens in respect of Qualified Receivables Transactions permitted under Section 7.02(p);

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(r) Liens securing Permitted First Priority Refinancing Debt and Permitted Junior Lien Refinancing Debt;

(s) Liens securing Junior Lien Debt constituting Replacement Incremental Debt;

(t) Liens securing Permitted Mortgage Debt;

(u) the filing of UCC financing statements to perfect Liens permitted hereby (but only to the extent such UCC financing statements cover assets that are subject to such Liens) or solely as a precautionary measure in connection with operating leases or consignment of goods and similar arrangements;

(v) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.03;

(w) the filing of unauthorized financing statements or other similar notices for which there is no underlying security interest granted by any Loan Party; provided that the Borrower shall take commercially reasonable actions to terminate or have terminated such financing statements or similar notices;

(x) Liens in favor of a Loan Party on assets of a Subsidiary that is not required to be a Subsidiary Guarantor;

(y) Liens in the nature of the right of setoff in favor of counterparties to contractual agreements with the Loan Parties in the ordinary course of business; and

(z) other Liens securing Indebtedness or other obligations outstanding in an aggregate principal amount not to exceed $75,000,000; provided that no Lien shall be granted pursuant to this subsection (z) on any Hospital Facility of the Borrower or any Restricted Subsidiary (other than (i) a non-wholly owned Non-Guarantor Subsidiary or (ii) a Non-Guarantor Subsidiary that has Permitted Mortgage Debt outstanding).

Section 7.02. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

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(b) Indebtedness of a Restricted Subsidiary of the Borrower owed to the Borrower or a Restricted Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, constitute “Pledged Debt” under the Security Agreement, (ii) be subordinated to the Obligations and (iii) be otherwise permitted under the provisions of Section 7.03;

(d) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any Permitted Refinancing thereof;

(e) Indebtedness in respect of the Senior Notes and Permitted Refinancings thereof;

(f) (1) Indebtedness in respect of the Convertible Notes and (2) Senior Unsecured Indebtedness or Subordinated Indebtedness the net proceeds of which is used to redeem or cash settle the Convertible Notes as permitted by Section 7.15 and, in each case, any Permitted Refinancing thereof;

(g) (i) Senior Unsecured Indebtedness and Subordinated Indebtedness; provided that (i) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence and (ii) at the time of the incurrence of such Indebtedness and after giving effect thereto on a Pro Forma Basis, the Borrower will be in compliance with the covenant set forth in Section 7.11(b) (but determined as if the then applicable compliance level was 0.25 less than the then applicable level set forth in Section 7.11(b)) and (ii) any Permitted Refinancings thereof;

(h) Contingent Obligations of the Borrower or any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Restricted Subsidiary which Contingent Obligation is otherwise permitted under Section 7.03; provided that no Contingent Obligation of any Restricted Subsidiary with respect to any Indebtedness of the Borrower shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations under the Guaranty;

(i) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations or incurred to finance the acquisition, construction or improvement of any fixed or capital assets; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement within the limitations set forth in Section 7.01(h) and Permitted Refinancings thereof; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $125,000,000;

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(j) Indebtedness of any Person that becomes a Restricted Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 7.03(g), which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Restricted Subsidiary of the Borrower) and Permitted Refinancing thereof in an aggregate amount not to exceed $50,000,000 outstanding at any time;

(k) other Indebtedness in an aggregate principal amount not to exceed $100,000,000 at any time outstanding;

(l) Indebtedness in respect of the Senior Unsecured Notes and Permitted Refinancings thereof;

(m) Permitted Unsecured Refinancing Debt and any Permitted Refinancing thereof;

(n) Permitted First Priority Refinancing Debt and any Permitted Refinancing thereof;

(o) Permitted Junior Lien Refinancing Debt and any Permitted Refinancing thereof;

(p) Indebtedness in connection with Qualified Receivables Transactions with Receivables Transaction Amounts at any time outstanding not to exceed $500,000,000; and any Permitted Refinancing thereof;

(q) Permitted Mortgage Debt in an aggregate principal amount at any time outstanding not to exceed $700,000,000; and any Permitted Refinancing thereof; and

(r) Junior Lien Debt, Senior Unsecured Indebtedness and Subordinated Indebtedness; provided, in each case, that (i) no Default or Event of Default shall have occurred or be continuing; (ii) Borrower shall be in compliance on a Pro Forma Basis with each of the covenants set forth in Section 7.11 as of the last Measurement Date and (iii) if after giving effect to such Indebtedness the aggregate principal amount (or with respect to Indebtedness of a revolving nature, the aggregate amount of commitments) of all (A) Incremental Facilities and (B) Indebtedness incurred in reliance on this Section 7.02(r) would exceed $250,000,000, the First Lien Secured Leverage Ratio, determined on a Pro Forma Basis, shall be less than 3.75 to 1.00.

Section 7.03. Investments. Make any Investments, except:

(a) Investments held by the Borrower and its Restricted Subsidiaries in the form of Eligible Securities;

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(b) advances to officers, directors and employees of the Borrower and its Restricted Subsidiaries or to physicians with whom the Borrower or any of its Subsidiaries have contractual relationships in an aggregate amount not to exceed $10,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(c) (i) Investments by the Borrower and its Restricted Subsidiaries in their respective Restricted Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Restricted Subsidiaries in Loan Parties, (iii) additional Investments by Restricted Subsidiaries of the Borrower that are not Loan Parties in other Restricted Subsidiaries (other than any Receivables Entity) that are not Loan Parties and (iv) so long as no Default has occurred and is continuing at the time any such Investment is made, additional Investments by the Loan Parties in Restricted Subsidiaries (other than any Receivables Entity) that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed $50,000,000;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss, and Investments arising out of the receipt by the Borrower or any Restricted Subsidiary of noncash consideration for the sale of assets permitted under Section 7.05(g) or (n);

(e) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03(e);

(f) Investments by the Borrower in Swap Contracts permitted under Section 7.02(a);

(g) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, or a line of business of, any Person that, upon the consummation thereof, will be a wholly-owned Restricted Subsidiary owned directly by the Borrower or one or more of its wholly-owned Restricted Subsidiaries (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(g) (each, a “Permitted Acquisition”):

(i) any such newly created or acquired Restricted Subsidiary shall comply with the requirements of Section 6.13;

(ii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Borrower and its Restricted Subsidiaries in the ordinary course;

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(iii) (A) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby;

(iv) if the Cost of Acquisition is in excess of $150,000,000 or if after giving effect to such Permitted Acquisition, the aggregate Costs of Acquisition incurred in any Fiscal Year (on a non-cumulative basis, with the effect that amounts not incurred in any Fiscal Year may not be carried forward to a subsequent period and determined by the date of incurrence of any Cost of Acquisition and not by the date of the effectiveness of such acquisition) shall exceed $250,000,000, the Borrower shall have furnished to the Administrative Agent a Compliance Certificate prepared on a historical Pro Forma Basis as of the most recent date for which financial statements have been furnished pursuant to this Agreement giving effect to such Permitted Acquisition, which certificate shall demonstrate that (i) no Default would exist immediately after giving effect thereto and (ii) the Borrower is in Pro Forma Compliance with Section 7.11; and

(v) such acquisition is consensual and approved by the target’s board of directors (or equivalent) and/or shareholders (or equivalent), as applicable;

(h) Investments by the Borrower and the Restricted Subsidiaries (i) resulting from the designation of a Restricted Subsidiary as a Joint Venture Subsidiary; or (ii) existing as of the Closing Date in any Restricted Subsidiary that is designated as a Joint Venture Subsidiary on the Closing Date; provided that in the case of clause (i) and (ii), (A) after giving Pro Forma Effect to such Investments or designation as a Joint Venture Subsidiary, (i) no Default shall have occurred and be continuing and (ii) on a Pro Forma Basis the Borrower and its Restricted Subsidiaries shall be in compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Investment and designation had been consummated as of the first day of the fiscal period covered thereby; and (B) on a Pro Forma Basis after giving effect to such Investment, designation as a Joint Venture Subsidiary and release of Guaranty, the Guarantor EBITDA Test and the Mortgage EBITDA Test shall be satisfied (and the Borrower shall have provided an officers’ certificate to the Administrative Agent demonstrating in reasonable detail compliance with the foregoing).

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(i) so long as no Default has occurred and is continuing at the time any such Investment is made, other Investments not exceeding $25,000,000 in the aggregate in any fiscal year of the Borrower;

(j) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing, and the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, other Investments in an amount not to exceed the sum of (x) the Cumulative Growth Amount immediately prior to the time of the making of any Investment plus (y) amounts not utilized under Section 7.06(d) that Borrower elects to utilize as an Investment under this Section 7.03(j)(y);

(k) Investments to the extent financed by the Equity Interests (other than Disqualified Stock) of the Borrower;

(l) Investments in Captive Insurers required to meet regulatory requirements and fund reserves for anticipated insurance losses as determined by third party actuaries (and any Investment made by such Captive Insurers that is a legal investment for an insurance company under the laws of the jurisdiction in which such Captive Insurer is formed and made in the ordinary course of business and rated in one of the four highest rating categories);

(m) Physician Support Obligations in an aggregate amount not to exceed $20,000,000 at any time outstanding; and

(n) Investments arising as a result of Qualified Receivables Transactions permitted under Section 7.02(p).

Section 7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or 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) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

(a) any Restricted Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries, provided that (x) when any wholly-owned Restricted Subsidiary is merging with another Restricted Subsidiary, such wholly-owned Restricted Subsidiary shall be the continuing or surviving Person, and (y) if when any Guarantor is merging with a Restricted Subsidiary that is not a Guarantor, such Guarantor shall be the continuing or surviving Person;

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(b) any Loan Party (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party;

(c) any Subsidiary that is not a Loan Party may Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party; provided that to the extent any such Disposition constitutes an Investment only if such Investment is permitted under Section 7.03; or (ii) a Loan Party; and

(d) in connection with any acquisition permitted under Section 7.03, any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Restricted Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person; and

(e) any Joint Venture Subsidiary may merge with or Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to another Joint Venture Subsidiary.

Section 7.05. Dispositions. Make any Disposition, except:

(a) Dispositions of obsolete or worn out equipment, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of inventory in the ordinary course of business;

(c) Dispositions of equipment or real property (other than Mortgaged Properties) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d) Dispositions of property by any Subsidiary to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor;

(e) Liens, Investments, Restricted Payments and other transactions permitted by Section 7.01, 7.03, 7.04 or 7.06 to the extent constituting a Disposition;

(f) Dispositions by the Borrower and its Restricted Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $75,000,000 from and after the Closing Date;

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(g) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) shall not exceed, the greater of (1) $800,000,000 and (2) 15% of Consolidated Total Assets, and (iii) the Borrower or such Restricted Subsidiary shall receive not less than 75% of the consideration from such Disposition in the form of cash or Eligible Securities solely in cash;

(h) the Designated Dispositions;

(i) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(g);

(j) Dispositions consisting of the issuance of Equity Interests for fair market value by a Joint Venture Subsidiary; provided that after giving Pro Forma Effect to any such Disposition (i) no Default or Event of Default shall have occurred and be continuing and (ii) (A) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Disposition had been consummated as of the first day of the fiscal period covered thereby and (B) on a Pro Forma Basis after giving effect to such Disposition, the Guarantor EBITDA Test and the Mortgage EBITDA Test shall be satisfied (and the Borrower shall have provided an officers’ certificate to the Administrative Agent demonstrating in reasonable detail compliance with the foregoing);

(k) the purchase and sale or other transfer (including by capital contribution) of Receivables pursuant to Qualified Receivables Transactions permitted under Section 7.02(p).

(l) leases of real property (other than Hospital Facilities, but including a lease of a portion of any such Hospital Facility (e.g. a gift shop) that (x) is immaterial to the operation thereof, (y) does not materially detract from the value of such Hospital Facility and (z) does not account for a material portion of the revenue generated by such Hospital Facility) or personal property in the ordinary course of business in an aggregate amount not to exceed 1.0% of Consolidated Total Assets at any time outstanding and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries;

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(m) sales or other dispositions of non-core assets acquired in a Permitted Acquisition; provided that such sales shall be consummated within 365 days of such Permitted Acquisition;

(n) Dispositions (other than Dispositions of Hospital Facilities) by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (n) shall not exceed $50,000,000;

(o) any disposition of real property that results from a casualty or condemnation;

(p) dispositions of Investments in joint ventures, to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that the consideration received shall be in an amount at least equal to the fair market value thereof; and

(q) sales, forgiveness or other dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof;

provided, however, that (i) any Disposition pursuant to this Section 7.05 shall be for fair market value and (ii) notwithstanding anything in this Section 7.05 or any other term of this Agreement or the other Loan Documents to the contrary, no Disposition (other than a Disposition to a Loan Party following which the Collateral Agent continues to have a perfected Lien on the assets subject to such Disposition to the extent the Collateral Agent had a perfected Lien on such assets immediately prior to such Disposition) of all or substantially all of the assets (or a majority of the Equity Interests) of a Guarantor or Disposition of a Mortgaged Property shall be permitted unless on a Pro Forma Basis after giving effect to such Disposition, the Guarantor EBITDA Test and the Mortgage EBITDA Test shall be satisfied (and the Borrower shall have provided an officers’ certificate to the Administrative Agent demonstrating in reasonable detail compliance with the foregoing).

Section 7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

(a) each Restricted Subsidiary may make Restricted Payments to the Borrower, any Restricted Subsidiaries of the Borrower that are Guarantors and any other Person that owns a direct Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

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(b) the Borrower may declare and make dividend payments or other distributions payable solely in its common stock;

(c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests;

(d) so long as no Default exists or would result therefrom, the Borrower may make Restricted Payments in an aggregate amount not to exceed $250,000,000 since the Closing Date (less amounts under this clause (d) that the Borrower elects to utilize to make Investments under Section 7.03(j)(y));

(e) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments, in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such Restricted Payment; provided that immediately following such Restricted Payment the Borrower would be in Pro Forma Compliance with Section 7.11;

(f) to the extent permitted by Section 7.15, the Borrower may repay, redeem or cash settle the Convertible Notes pursuant to one or more Restricted Payments;

(g) the payment of dividends on the common stock of the Borrower of up to 6.0% per annum of the net proceeds received by the Borrower from the issuance of common stock after the Closing Date;

(h) Restricted Payments constituting the purchase of minority interests in non-wholly owned Restricted Subsidiaries pursuant to customary put arrangements, drag-along provisions or rights of first refusal contained in shareholder agreements; provided that either (i) immediately following such purchase, such Restricted Subsidiary becomes a Guarantor and the Borrower and such Restricted Subsidiary comply with the requirements of Section 6.13 or (ii) the amount of such Restricted Payment under this clause (h) (A) is permitted to be made as an Investment pursuant to Section 7.03(c)(iv) or (j) and (B) shall reduce the amount available for Investment pursuant to Section 7.03(c)(iv) or (j), as applicable;

(i) payments resulting from the cashless exercise of options and warrants on the Equity Interests of the Borrower or any Restricted Subsidiary permitted hereunder; and

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(j) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Borrower.

Section 7.07. Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Restricted Subsidiaries on the date hereof or any business substantially related or incidental thereto.

Section 7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses and the making of any Restricted Payments related to or in connection with the Transactions, (d) any Restricted Payment permitted under Section 7.06, (e) loans by the Borrower and the Restricted Subsidiaries to the Borrower or Restricted Subsidiaries or to officers, directors or employees to the extent permitted under this Article 7, (f) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business, (g) transactions pursuant to any Qualified Receivables Transaction, and (h) the payment of customary fees and reasonable out of pocket costs and expenses to, and indemnities provided on behalf of, directors, officers and employees of the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries.

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Section 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, (ii) of any Restricted Subsidiary to enter into a Contingent Obligation with respect to the Indebtedness of the Borrower or (iii) of the Borrower or any Restricted Subsidiary (other than (x) a non-wholly owned Non-Guarantor Subsidiary or (y) a Non-Guarantor Subsidiary that incurs Permitted Mortgage Debt) to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(i) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, further that this Section 7.09 shall not prohibit (1) any agreement in effect (or any amendment or replacement thereof containing terms no more restrictive than those contained in such agreement being amended or replaced (A) on the date hereof and set forth on Schedule 7.09 or (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (2) restrictions and conditions described in clause (b) above in (x) Indebtedness permitted to exist under this Agreement that contains no financial maintenance covenants and is, in the good faith judgment of the Borrower, not otherwise more restrictive, taken as a whole, than those applicable to the Borrower in the Unsecured Notes Indenture as in effect on the Closing Date (which results in encumbrances or restrictions comparable to those applicable to the Borrower at a Restricted Subsidiary level) and (y) other Indebtedness incurred or Preferred Stock (other than Disqualified Stock) issued by a non-wholly owned Non-Guarantor Subsidiary, in each case permitted to be incurred under this Agreement subsequent to the Closing Date; provided, that such encumbrances or restrictions will not materially affect the Borrower’s ability to make anticipated principal and interest payments on the Obligations or such Restricted Subsidiary’s ability to enter into a Contingent Obligation with respect to the Obligations or xxxxx x Xxxx on its Property to secure the Obligations, (3) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any other Disposition, pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or other assets that are to be sold and such sale is permitted under this Agreement, (4) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions only relate to the assets subject thereto, (5) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (6) any Purchase Money Note or other Indebtedness or contractual requirements Incurred with respect to a Qualified Receivables Transaction restricting a Receivables Entity that are necessary to effect such Qualified Receivables Transaction, (7) customary restrictions in joint venture agreements permitted hereby, (8) any holder of a Lien permitted by Section 7.01(h) or 7.01(i) restricting the transfer of the property subject thereto, (9) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business, or (10) any agreement assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; provided further, that, notwithstanding anything to the contrary in this Section 7.09, neither the Borrower nor any Restricted Subsidiary (other than (x) a non-wholly owned Non-Guarantor Subsidiary or (y) a Non-Guarantor Subsidiary that has Permitted Mortgage Debt outstanding) shall enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the Borrower’s or any such Restricted Subsidiary’s ability create, incur, assume or suffer to exist Liens on any Hospital Facility to secure the Obligations (other than (1) Hospital Facilities financed with purchase money obligations and (2) Hospital Facilities subject to such Contractual Obligations on the date such Hospital Facility was acquired by the Borrower or a Restricted Subsidiary so long as such Contractual Obligation was not entered into in contemplation of such acquisition and all such Hospital Facilities account for, in the aggregate, not more than 5% of Consolidated EBITDA) of the Borrower or any such Restricted Subsidiary or that requires the grant of a Lien on any Hospital Facility of the Borrower or any such Restricted Subsidiary to secure obligations under or with respect to such Contractual Obligation if a Lien is granted on such Hospital Facility to secure all or any portion of the Obligations.

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Section 7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

Section 7.11. Financial Covenants.

(a) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than the ratio set forth below opposite such fiscal quarter:


Four Fiscal Quarters Ending		Minimum Consolidated Interest Coverage Ratio
March 31, 2012		3.25 to 1.00
June 30, 2012		3.25 to 1.00
September 30, 2012		3.25 to 1.00
December 31, 2012		3.25 to 1.00
March 31, 2013		3.25 to 1.00
June 30, 2013		3.25 to 1.00
September 30, 2013		3.25 to 1.00
December 31, 2013		3.25 to 1.00
March 31, 2014		3.25 to 1.00
June 30, 2014		3.25 to 1.00
September 30, 2014		3.25 to 1.00
December 31, 2014		3.25 to 1.00
March 31, 2015		3.50 to 1.00
June 30, 2015		3.50 to 1.00
September 30, 2015		3.50 to 1.00
December 31, 2015		3.50 to 1.00
March 31, 2016		3.50 to 1.00
June 30, 2016		3.50 to 1.00

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Four Fiscal Quarters Ending		Minimum Consolidated Interest Coverage Ratio
September 30, 2016		3.50 to 1.00
December 31, 2016		3.50 to 1.00
March 31, 2017		3.50 to 1.00
June 30, 2017		3.50 to 1.00
September 30, 2017		3.50 to 1.00
December 31, 2017		3.50 to 1.00
March 31, 2018		3.50 to 1.00
June 30, 2018		3.50 to 1.00
September 30, 2018		3.50 to 1.00
December 31, 2018		3.50 to 1.00

(b) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at any time during any period of four fiscal quarters of the Borrower set forth below to be greater than the ratio set forth below opposite such period:


Four Fiscal Quarters Ending		Maximum Consolidated Leverage Ratio
March 31, 2012		5.50 to 1.00
June 30, 2012		5.50 to 1.00
September 30, 2012		5.50 to 1.00
December 31, 2012		5.50 to 1.00
March 31, 2013		5.25 to 1.00
June 30, 2013		5.25 to 1.00
September 30, 2013		5.25 to 1.00
December 31, 2013		5.25 to 1.00
March 31, 2014		5.25 to 1.00
June 30, 2014		5.25 to 1.00
September 30, 2014		5.25 to 1.00
December 31, 2014		5.25 to 1.00
March 31, 2015		5.00 to 1.00
June 30, 2015		5.00 to 1.00
September 30, 2015		5.00 to 1.00
December 31, 2015		5.00 to 1.00
March 31, 2016		5.00 to 1.00
June 30, 2016		5.00 to 1.00
September 30, 2016		5.00 to 1.00
December 31, 2016		5.00 to 1.00
March 31, 2017		5.00 to 1.00
June 30, 2017		5.00 to 1.00
September 30, 2017		5.00 to 1.00

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Four Fiscal Quarters Ending		Maximum Consolidated Leverage Ratio
December 31, 2017		5.00 to 1.00
March 31, 2018		5.00 to 1.00
June 30, 2018		5.00 to 1.00
September 30, 2018		5.00 to 1.00
December 31, 2018		5.00 to 1.00

Section 7.12. [Reserved].

Section 7.13. Amendments of Organization Documents; Change to Jurisdiction of Organization. Amend any of its Organization Documents in a manner material and adverse to the Lenders or change its jurisdiction of organization to a jurisdiction outside the United States.

Section 7.14. Accounting Changes. Make any change in (a) significant accounting policies or reporting practices, except as required by GAAP or by independent auditors, or (b) Fiscal Year.

Section 7.15. Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (including through a sinking fund or similar deposit), or make any payment in violation of any subordination terms of, the Senior Notes and any other Pari Passu First Lien Debt (other than the Obligations), the Senior Unsecured Notes, the Convertible Notes, any Permitted Mortgage Debt, any Subordinated Indebtedness, any Junior Lien Debt, any Senior Unsecured Indebtedness or any Disqualified Stock, except for (a) any Permitted Refinancing of the Senior Notes or any other Pari Passu First Lien Debt (other than the Obligations), the Senior Unsecured Notes, the Convertible Notes, any Permitted Mortgage Debt, any Subordinated Indebtedness, any Junior Lien Debt, any Senior Unsecured Indebtedness or any Disqualified Stock permitted by Section 7.02, (b) any such prepayment, payment, redemption, purchase, defeasance or other satisfaction (x) with the proceeds of any issuance of Equity Interests (other than Disqualified Stock) of the Borrower or (y) in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such prepayment, payment, redemption, purchase, defeasance or other satisfaction, (c) the conversion or exchange into Equity Interests (other than Disqualified Stock) of the Borrower, (d) any mandatory prepayment of Pari Passu First Lien Debt expressly permitted under the terms of this Agreement, and (e) any repayment, redemption, repurchase, prepayment or other satisfaction of the Senior Notes or the Convertible Notes; provided, that (A) no Default shall exist immediately prior to and after giving Pro Forma Effect to any such repayment, redemption, repurchase, prepayment or other satisfaction and (B) after giving effect to any such repayment, redemption, repurchase, prepayment or other satisfaction, the sum of (1) cash and Eligible Securities of the Borrower and its Restricted Subsidiaries plus (2) the aggregate amount of committed and undrawn credit facilities available on the date of such repayment, redemption, repurchase, prepayment or other satisfaction and permitted to be drawn by Borrower or its Restricted Subsidiaries for the purpose of paying when due the principal of the Senior Notes or the principal amount of the Convertible Notes, as applicable, shall be at least equal to $200,000,000.

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Section 7.16. Amendment, Etc. of Related Documents and Indebtedness. Amend, modify or change in any manner material and adverse to the Lenders any term or condition of any Indebtedness set forth in Schedule 7.02, the Senior Notes and any other Pari Passu First Lien Debt (other than the Obligations), the Senior Unsecured Notes, the Convertible Note, any Junior Lien Debt, any Subordinated Indebtedness, any Senior Unsecured Indebtedness or any Disqualified Stock, except for any refinancing, refunding, renewal or extension thereof permitted by Section 7.02 and payments to the holders of the Convertible Notes or any increase on the interest rate of the Convertible Notes in connection with extending the date on which any holder of Convertible Notes can require the Borrower to purchase or redeem such Convertible Notes.

Section 7.17. Partnership, Etc. Become a general partner in any general or limited partnership or joint venture that is not a Restricted Subsidiary, or permit any of its Restricted Subsidiaries to do so.

Section 7.18. Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries unless the applicable requirements of Section 6.13 shall be complied with.

ARTICLE 8

EVENTS OF DEFAULT AND REMEDIES

Section 8.01. Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due or other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants. (i) The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.03, 6.09 or 6.18 or Article 7, or (ii) any of the Guarantors fails to perform or observe any term, covenant or agreement contained in the Guaranty; or

164

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document or the Notes on its part to be performed or observed and such failure continues for 30 or more days after the earlier of (x) receipt by the Borrower of notice of such default from the Administrative Agent and (y) the date upon which any Responsible Officer of the Borrower becomes aware of such failure to so perform or observe; or

(d) Cross-Default. If there shall occur (i) a default, which is not waived, in the payment of any principal, interest, premium or other amount with respect to any Indebtedness or Swap Contract (other than the Loans and other Obligations) of the Borrower or any Restricted Subsidiary in an amount not less than $25,000,000 in the aggregate outstanding, or (ii) a default, which is not waived, in the performance, observance or fulfillment of any term or covenant contained in any agreement or instrument under or pursuant to which any such Indebtedness or Swap Contract may have been issued, created, assumed, guaranteed or secured by the Borrower or any Restricted Subsidiary, or (iii) any other event of default as specified in any agreement or instrument under or pursuant to which any such Indebtedness or Swap Contract may have been issued, created, assumed, guaranteed or secured by the Borrower or any Restricted Subsidiary, and such default or event of default shall continue for more than the period of grace, if any, therein specified, or such default or event of default shall permit the holder of any such Indebtedness or Swap Contract (or any agent or trustee acting on behalf of one or more holders) to accelerate the maturity thereof, or (iv) any Termination Event (as so defined) occurs under any Swap Contract as to which the Borrower or any Restricted Subsidiary is an Affected Party (as so defined) and the Swap Termination Value owed by such Borrower or such Restricted Subsidiary as a result thereof is greater than $25,000,000; or

(e) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect (or in any respect to the extent qualified by materiality or Material Adverse Effect) when made or deemed made; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and

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CREDIT AGREEMENT Dated as of November 18, 2011 among HEALTH MANAGEMENT ASSOCIATES, INC., as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO SECURITIES, LLC, as Joint Lead...