Ardent Health Partners, Inc - Amendment No. 2 to Amended and Restated Term Loan Credit Agreement, dated as of September 18, 2024, among AHP Health Partners, Inc., as Borrower, Ardent Health Partners, Inc., the Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as the Additional 2024 Term B Lender and as Administrative Agent

Exhibit 10.14

Execution Version

This AMENDMENT NO. 2, dated as of September 18, 2024 (this “Amendment”), is

entered into by and among AHP HEALTH PARTNERS, INC., a Delaware corporation (the

“Borrower”), ARDENT HEALTH PARTNERS, INC. (f/k/a Ardent Health Partners, LLC), a Delaware

corporation (“Parent”), the Guarantors, the Lenders party hereto and BANK OF AMERICA, N.A., as

the Additional 2024 Term B Lender (as defined in Annex A) and as Administrative Agent (as defined in

the Existing Credit Agreement referred to below).

W I T N E S S E T H:

WHEREAS, the Borrower, Parent, the Guarantors, the Lenders from time to time party

thereto and the Administrative Agent are party to that certain Amended and Restated Term Loan Credit

Agreement dated as of August 24, 2021 (as amended, restated, amended and restated, supplemented or

otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”);

WHEREAS, (i) each Converting Consenting Lender (as defined in Annex A) has agreed,

on the terms and conditions set forth herein, to consent to this Amendment and to have all of its

outstanding Initial Term Loans (as defined in Annex A) (or such lesser amount as notified and allocated

to such Converting Consenting Lender by the Lead Arrangers (as defined below)) converted to an

equivalent principal amount of 2024 Term B Loans (as defined in Annex A) effective as of the

Amendment No. 2 Effective Date (as defined below) (the “Converted 2024 Term B Loans”), (ii) each

Non-Converting Consenting Lender (as defined in Annex A) has agreed, on the terms and conditions set

forth herein, to consent to this Amendment and to have all of its outstanding Initial Term Loans prepaid

and will purchase by assignment from the Additional 2024 Term B Lender 2024 Term B Loans in a

principal amount equal to the principal amount of such Initial Term Loans (or such lesser amount as

notified and allocated to such Non-Converting Consenting Lender by the Lead Arrangers) and (iii) the

Additional 2024 Term B Lender has agreed to fund 2024 Term B Loans in a principal amount equal to the

principal amount of any outstanding Initial Term Loans that are not converted into 2024 Term B Loans on

the Amendment No. 2 Effective Date as described in clause (i) above (the “Additional 2024 Term B

Loans”), the proceeds of which will be used by the Borrower to repay in full such non-converted Initial

Term Loans;

WHEREAS, subject to the terms and conditions set forth herein, (i) the 2024 Term B

Loans shall constitute “Term Loans” and “Loans” and (ii) each 2024 Term B Lender shall become a

“Term Loan Lender” and a “Lender” (if such 2024 Term B Lender is not already a Lender or a Term

Loan Lender, as applicable, prior to the effectiveness of this Amendment) and shall have all the rights and

obligations of a Lender holding a Term Loan;

WHEREAS, pursuant to Sections 2.16 and 11.01 of the Existing Credit Agreement, the

Existing Credit Agreement may be amended by the Borrower, each Lender providing Refinancing Term

Loans and the Required Lenders, and acknowledged by the Administrative Agent;

WHEREAS, the Loan Parties, the Administrative Agent and the Lenders party hereto

desire to amend the Existing Credit Agreement on the terms set forth herein;

WHEREAS, BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Morgan Stanley

Senior Funding, Inc. shall act as the joint lead arrangers and lead bookrunners for this Amendment (the

“Lead Arrangers”) and Capital One, National Association shall act as the co-manager for this

Amendment.

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NOW, THEREFORE, in consideration of the premises and for other good and valuable

consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto

hereby agree as follows:

SECTION 1.Defined Terms. Capitalized terms used but not defined herein shall have

the respective meanings assigned to such terms in the Existing Credit Agreement, as amended by this

Amendment (the “Amended Credit Agreement”).

SECTION 2.Amendments and Consents to the Existing Credit Agreement. Effective

as of the Amendment No. 2 Effective Date (as defined below), the Existing Credit Agreement is hereby

amended by deleting the stricken text (indicated textually in the same manner as the following example:

stricken text) and adding the double-underlined text (indicated textually in the same manner as the

following example: double-underlined text) as set forth in the pages of the Existing Credit Agreement

attached as Annex A hereto.

SECTION 3.Conditions to the Amendment Becoming Effective. This Amendment

shall become effective on the date (such date being referred to as the “Amendment No. 2 Effective

Date”), when each of the following conditions shall have been satisfied:

(a)(i) the Borrower and the Guarantors shall have executed and delivered

counterparts of this Amendment to the Administrative Agent, (ii) each Converting Consenting Lender and

each Non-Converting Consenting Lender shall have executed and delivered counterparts of this

Amendment to the Administrative Agent, (iii) the Additional 2024 Term B Lender shall have executed

and delivered a counterpart of this Amendment to the Administrative Agent, (iv) the Required Lenders

shall have executed and delivered a counterpart of this Amendment to the Administrative Agent and (v)

the Administrative Agent shall have executed a counterpart of this Amendment;

(b)Payment by the Borrower of all reasonable fees and documented and reasonable

out-of-pocket expenses due to the Administrative Agent and the Lead Arrangers, including, to the extent

invoiced at least two (2) Business Days prior to the Amendment No. 2 Effective Date, reimbursement or

payment of all reasonable out-of-pocket expenses (including the reasonable legal fees and expenses of

Cahill Gordon & Reindel llp, counsel to the Administrative Agent and the Lead Arrangers);

(c)the representations and warranties of the Loan Parties contained in Section 4

hereof shall be true and correct in all material respects (without duplication of any materiality qualifier

contained therein) on and as of the Amendment No. 2 Effective Date, except to the extent that such

representations and warranties expressly relate to an earlier date (in which event such representations and

warranties were true and correct in all material respects (without duplication of any materiality qualifier

contained therein) as of such earlier date);

(d)prior to and immediately after the Amendment No. 2 Effective Date, no Default

or Event of Default shall have occurred and be continuing;

(e)The Administrative Agent shall have received (i) copies of the Organization

Documents of the Borrower certified to be true and complete as of a recent date by the appropriate

Governmental Authority of the state or other jurisdiction of its incorporation or organization, where

applicable, and certified by a secretary or assistant secretary of the Borrower to be true and correct in all

material respects as of the Amendment No. 2 Effective Date (or, in the alternative, a certification by a

Responsible Officer that no modifications to the Organization Documents delivered on the Effective Date

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have occurred since the Effective Date), (ii) copies of such certificates of resolutions or other action,

incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the

Administrative Agent may reasonably request prior to the Amendment No. 2 Effective Date 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 the Borrower is a

party and (iii) copies of such documents and certifications as the Administrative Agent may reasonably

request prior to the Amendment No. 2 Effective Date to evidence that the Borrower is duly organized or

formed, and is validly existing, in good standing and qualified to engage in business in its state of

organization or formation;

(f)The Borrower shall have, immediately after the making of 2024 Term B Loans

under the Amended Credit Agreement, (i) prepaid all Initial Term Loans (other than Initial Term Loans

that are Converted 2024 Term B Loans) outstanding immediately prior to the Amendment No. 2 Effective

Date and (ii) paid to all Initial Term Lenders all accrued and unpaid interest, fees or other outstanding

amounts on their Initial Term Loans outstanding immediately prior to the Amendment No. 2 Effective

Date to, but not including, the Amendment No. 2 Effective Date;

(g)The Administrative Agent shall have received, in form and substance reasonably

satisfactory to it, the results of customary UCC, tax and judgment lien searches;

(h)The Administrative Agent and each Lender providing 2024 Term B Loans shall

have received, at least three (3) Business Days prior to the Amendment No. 2 Effective Date, (i) all

documentation and other information required by bank regulatory authorities under applicable “know

your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and

(ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership

Regulation, a Beneficial Ownership Certification in relation to the Borrower, in each case, to the extent

reasonably requested by such Person in writing at least ten (10) Business Days prior to the Amendment

No. 2 Effective Date; and

(i) The Administrative Agent shall have received for each Mortgaged Property (i) a

completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination

and (ii) to the extent a Mortgaged Property is located in an area identified by the Federal Emergency

Management Agency (or any successor agency) as a special flood hazard area with respect to which flood

insurance has been made available under the Flood Insurance Laws, a notice about special flood hazard

area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party

relating thereto together with a copy of, or a certificate as to coverage under, and a declaration page

relating to, the insurance policies to the extent required by Section 7.07(b) of the Existing Credit

Agreement. This condition has been satisfied.

For purposes of determining compliance with the conditions specified in this Section 3, by its

execution of this Amendment, each Converting Consenting Lender and each Non-Converting Consenting

Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document

or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such

Converting Consenting Lender or such Non-Converting Consenting Lender, as applicable, unless the

Administrative Agent shall have received notice from such Converting Consenting Lender or such Non-

Converting Consenting Lender, as applicable, prior to the proposed Amendment No. 2 Effective Date

specifying its objection thereto. For the avoidance of doubt, the Amendment No. 2 Effective Date is

September 18, 2024.

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SECTION 4.Representations and Warranties: On and as of the Amendment No. 2

Effective Date, after giving effect to this Amendment, each Loan Party represents and warrants as

follows:

(a)The execution, delivery and performance by each Loan Party of this Amendment

has been duly authorized by all necessary corporate or other organizational action, and does not (i)

contravene the terms of any of such Person’s Organization Documents; (ii) conflict with or result in any

breach or contravention of, or the creation of any Lien under (A) any material Contractual Obligation to

which such Person is a party or (B) any order, injunction, writ or decree of any Governmental Authority

or any arbitral award to which such Person or its property is subject; (iii) violate any Law (including,

without limitation, Regulation U or Regulation X issued by the FRB); (iv) result in a limitation on any

licenses, permits or other approvals applicable to the business, operations or properties of any Loan

Party; or (v) materially and adversely affect the ability of any Loan Party to participate in any Medical

Reimbursement Programs (except, in the cases of clauses (ii)(A), (iii) and (iv), as could not reasonably

be expected to have a Material Adverse Effect).

(b)This Amendment has been duly executed and delivered by each Loan Party that

is party hereto. This Amendment constitutes a legal, valid and binding obligation of each Loan Party

that is party hereto, enforceable against each such Loan Party in accordance with its terms except as

enforceability may be limited by applicable Debtor Relief Laws or by equitable principles relating to

enforceability.

(c)The representations and warranties of the Borrower and each other Loan Party

contained in Article VI of the Amended Credit Agreement or any other Loan Document are true and

correct in all material respects (and in all respects if any such representation or warranty is already

qualified by materiality) on and as of the Amendment No. 2 Effective Date, except to the extent that such

representations and warranties specifically refer to an earlier date, in which case they shall be true and

correct in all material respects (and in all respects if any such representation or warranty is already

qualified by materiality) as of such earlier date.

(d)No Default or Event of Default exists or would result from the effectiveness of

this Amendment, including the incurrence of the 2024 Term B Loans.

(e)As of the Amendment No. 2 Effective Date, to the best knowledge of the

Borrower, the information included in any Beneficial Ownership Certification provided on or prior to the

Amendment No. 2 Effective Date to any Lender in connection with this agreement is true and correct in

all respects.

(f)Parent and its Subsidiaries, on a consolidated basis, are Solvent.

SECTION 5.Waivers. The Lenders having Initial Term Loans that are prepaid in

connection with the making of the 2024 Term B Loans and not constituting Non-Converting Consenting

Lenders or Converting Consenting Lenders shall be entitled to the benefits of Section 3.05 of the Existing

Credit Agreement with respect thereto. The Non-Converting Consenting Lenders and the Converting

Consenting Lenders hereby waive the benefits of Section 3.05 of the Existing Credit Agreement with

respect to the prepayment of their Initial Term Loans in connection with this Amendment. This

Amendment shall constitute a Prepayment Notice with respect to the Initial Term Loans and the Lenders

party to this Amendment hereby waive any additional Prepayment Notice requirement with respect to the

Initial Term Loans being prepaid in connection with this Amendment.

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SECTION 6.Effect of Amendment. Except as expressly set forth herein, this

Amendment (at the time it is effective and at the time it is operative) shall not alter, modify, amend or in

any way affect any of the terms, conditions, obligations, covenants or agreements contained in the

Existing Credit Agreement or any other provision of the Existing Credit Agreement or any other Loan

Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

As of the Amendment No. 2 Effective Date, each reference in the Existing Credit Agreement to “this

Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other

Loan Documents to the Existing Credit Agreement (including, without limitation, by means of words like

“thereunder,” “thereof” and words of like import), shall mean and be a reference to the Existing Credit

Agreement as amended hereby, and this Amendment and the Existing Credit Agreement shall be read

together and construed as a single instrument. This Amendment shall constitute a Loan Document on the

Amendment No. 2 Effective Date.

SECTION 7.Fees and Expenses. The Borrower agrees to pay in accordance with the

terms of Section 11.04 of the Existing Credit Agreement all reasonable and documented out-of-pocket

costs and expenses of the Administrative Agent in connection with the preparation, reproduction,

execution and delivery of this Amendment (including Attorney Costs).

SECTION 8.Fungibility. From and after the Amendment No. 2 Effective Date, the

parties shall treat all of the 2024 Term B Loans (whether issued for cash or in exchange for Initial Term

Loans) as one fungible tranche for U.S. federal income tax purposes.

SECTION 9.Counterparts. This Amendment may be executed in any number of

counterparts and by different parties hereto on separate counterparts, each of which when so executed and

delivered shall be an original, but all of which shall together constitute one and the same instrument. A

set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the

Administrative Agent. Delivery of an executed signature page of this Amendment by facsimile

transmission or Electronic Transmission shall be as effective as delivery of a manually executed

counterpart hereof. This Agreement and any document, amendment, approval, consent, information,

notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a

“Communication”), including Communications required to be in writing, may be in the form of an

Electronic Record (as defined below) and may be executed using Electronic Signatures (as defined

below), including, without limitation, facsimile and/or .pdf. Each of the Loan Parties, the Administrative

Agent and each of the Lenders party hereto agree that any Electronic Signature (including, without

limitation, facsimile or .pdf) on or associated with any Communication shall be valid and binding on such

Person to the same extent as a manual, original signature, and that any Communication entered into by

Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable

against such Person in accordance with the terms thereof to the same extent as if a manually executed

original signature was delivered. Any Communication may be executed in as many counterparts as

necessary or convenient, including both paper and electronic counterparts, but all such counterparts are

one and the same Communication. For the avoidance of doubt, the authorization under this paragraph

may include, without limitation, use or acceptance of a manually signed paper Communication which has

been converted into electronic form (such as scanned into PDF format), or an electronically signed

Communication converted into another format, for transmission, delivery and/or retention. The

Administrative Agent and each of the Lenders may, at its option, create one or more copies of any

Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed

created in the ordinary course of such Person’s business, and destroy the original paper document. All

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Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered

an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper

record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no

obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by

the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the

foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the

Administrative Agent and the Lenders shall be entitled to rely on any such Electronic Signature

purportedly given by or on behalf of any Loan Party without further verification and (ii) upon the request

of the Administrative Agent any Electronic Signature shall be promptly followed by a manually executed,

original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have

the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

SECTION 10.Notice of Refinancing. Pursuant to this Amendment, the Borrower hereby

requests a Borrowing of 2024 Term B Loans in an aggregate principal amount of $777,500,000.00, with

such Borrowing to be made as Term SOFR Loans on the Amendment No. 2 Effective Date and to have

an Interest Period under the Amended Credit Agreement ending on September 30, 2024. This

Amendment shall constitute a Loan Notice with respect to the 2024 Term B Loans and each 2024 Term

B Lender party hereto hereby waives any prior notice requirement under Section 2.02(a) of the Amended

Credit Agreement.

SECTION 11.Acknowledgement and Affirmation. Each Loan Party hereto hereby

expressly acknowledges as of the Amendment No. 2 Effective Date, (i) all of its obligations under the

Security Agreements and the other Collateral Documents to which it is a party are reaffirmed and remain

in full force and effect on a continuous basis, (ii) its grant of Liens and security interests pursuant to the

Security Agreements and the other Collateral Documents are reaffirmed and remain in full force and

effect after giving effect to this Amendment, (iii) the Obligations include, among other things and without

limitation, the due and punctual payment of the principal of, interest on, and premium (if any) on, the

Loans (including, without limitation, the 2024 Term B Loans) and (iv) except as expressly set forth

herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of

the Administrative Agent or Lenders, constitute a waiver of any provision of or be construed as, or be

intended to be construed as, a novation of any of the Loan Documents or serve to effect a novation of the

Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the

same, which instruments shall remain and continue in full force and effect. Without limiting the

generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and

shall continue to secure the payment of all Obligations of the Loan Parties under the Existing Credit

Agreement and the other Loan Documents, in each case, as amended by this Amendment.

SECTION 12.Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY,

AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK

APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH

STATE.

SECTION 13.Headings Descriptive. The headings of the several Sections and

subsections of this Amendment are inserted for convenience only and shall not in any way affect the

meaning or construction of any provision of this Amendment.

[SIGNATURE PAGES FOLLOW]

[Ardent - Signature Page to Amendment No. 2]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by

their respective officers thereunto duly authorized, as of the date first above written.

AHP HEALTH PARTNERS, INC.

By:/s/ Ashley M. Crabtree

Name:Ashley M. Crabtree

Title:Senior Vice President, Treasurer

ARDENT HEALTH PARTNERS, INC.

By:/s/ Ashley M. Crabtree

Name:Ashley M. Crabtree

Title:Senior Vice President, Treasurer

ARDENT LEGACY HOLDINGS, LLC

LHP HOSPITAL GROUP, INC.

AHS NEWCO 17, LLC

AHS NEWCO 18, LLC

AHS OKLAHOMA, LLC

AHS HILLCREST HEALTHCARE SYSTEM, LLC

AHS MANAGEMENT COMPANY, INC.

AHS EAST TEXAS HEALTH SYSTEM, LLC

BSA HEALTH SYSTEM OF AMARILLO, LLC

AHS KANSAS HEALTH SYSTEM, INC.

SOUTHWEST MEDICAL ASSOCIATES, LLC

LOVELACE HEALTH SYSTEM, LLC

AHS ALBUQUERQUE HOLDINGS, LLC

LHS SERVICES, INC.

AHS CLAREMORE REGIONAL HOSPITAL, LLC

AHS OKLAHOMA HEART, LLC

AHS CUSHING HOSPITAL, LLC

AHS HENRYETTA HOSPITAL, LLC

AHS OKLAHOMA PHYSICIAN GROUP, LLC

AHS HILLCREST MEDICAL CENTER, LLC

AHS MANAGEMENT SERVICES OF

OKLAHOMA, LLC

AHS PRYOR HOSPITAL, LLC

BAILEY MEDICAL CENTER, LLC

AHS SOUTHCREST HOSPITAL, LLC

AHS TULSA HOLDINGS, LLC

BSA HOSPITAL, LLC

BSA HEALTH SYSTEM MANAGEMENT, LLC

BSA HEALTH SYSTEM HOLDINGS, LLC

BSA PHYSICIANS GROUP, INC.

BSA HARRINGTON PHYSICIANS, INC.

BSA AMARILLO DIAGNOSTIC CLINIC, INC.

[Ardent - Signature Page to Amendment No. 2]

LHP OPERATIONS CO., LLC

LHP MANAGEMENT SERVICES, LLC

LHP TEXAS PHYSICIANS, LLC

LHP MONTCLAIR LLC

LHP PASCACK VALLEY, LLC

LHP POCATELLO, LLC

LHP HH/KILLEEN, LLC

LHP BAY COUNTY, LLC

LHP IT SERVICES, LLC

LHP TEXAS MD SERVICES, INC.

ATHENS HOSPITAL, LLC

CARTHAGE HOSPITAL, LLC

HENDERSON HOSPITAL, LLC

JACKSONVILLE HOSPITAL, LLC

PITTSBURG HOSPITAL, LLC

QUITMAN HOSPITAL, LLC

TYLER REGIONAL HOSPITAL, LLC

REHABILITATION HOSPITAL, LLC

SPECIALTY HOSPITAL, LLC

EAST TEXAS HOLDINGS, LLC

ETMC PHYSICIAN GROUP, INC.

EAST TEXAS AIR ONE, LLC

NEW MEXICO HEART INSTITUTE, LLC

AHS TEXAS, LLC

AHS BSA, LLC

AHS PSO, LLC

AHS ACQUISITIONS, LLC

By:/s/ Ashley M. Crabtree

Name:Ashley M. Crabtree

Title:Senior Vice President, Treasurer

[Ardent - Signature Page to Amendment No. 2]

BANK OF AMERICA, N.A.,

as the Additional 2024 Term B Lender

By: /s/ Craig DelDuca

Name:Craig DelDuca

Title:Vice President

BANK OF AMERICA, N.A.,

as Administrative Agent

By: /s/ Don B. Pinzon

Name:Don B. Pinzon

Title:Vice President

[Ardent – Form of Signature Page to Amendment No. 2]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed

and delivered by a duly authorized officer as of the date first written above.

Term Loan Lenders

☐Consent and Convert (Cashless Settlement) The undersigned hereby elects to be a “Converting

Consenting Lender” and irrevocably and unconditionally consents to this Amendment and agrees

to the conversion of the full principal amount (or such lesser amount as notified and allocated to

the undersigned by the Lead Arrangers) of its Initial Term Loans effective as of the Amendment

No. 2 Effective Date.

☐Consent and Reallocation. The undersigned hereby elects to be a “Non-Converting Consenting

Lender” and irrevocably and unconditionally (a) consents to this Amendment and the prepayment

of the full principal amount of its Initial Term Loans and (b) agrees to purchase by way of

assignment from the Additional 2024 Term B Lender in accordance with the terms of the

Amended Credit Agreement, 2024 Term B Loans in a principal amount equal to the principal

amount of its Initial Term Loans prepaid (or such lesser amount as notified and allocated to the

undersigned by the Lead Arrangers).

[NAME OF LENDER]

By:

Name:

Title:

Name of Fund Manager (if any): ___________________

[If a second signature is necessary:

By:

Name:

Title: ]

[Ardent - Signature Page to Amendment No. 2]

ANNEX A

CREDIT AGREEMENT

[Ardent - Signature Page to Amendment No. 2]

ANNEX A

Deal CUSIP Number:

00130MAH7 Initial Term Loan CUSIP

Number: 00130MAJ3 2024 Term B Loan

CUSIP Number: 00130MAK0

AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT

Dated as of August 24, 2021,

as amended by Amendment No. 1, dated as of June 8, 2023, and

as amended by Amendment No. 2, dated as of September 18,

2024,

among

AHP HEALTH PARTNERS, INC.,

as Borrower,

ARDENT HEALTH PARTNERS, INC.

(f/k/a ARDENT HEALTH PARTNERS, LLC),

as Parent,

and

CERTAIN OF ITS SUBSIDIARIES,

as the Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent,

and

The Other Lenders Party Hereto

Arranged by:

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC, and

JPMORGAN CHASE BANK,

N.A.,

as Joint Lead Arrangers and Joint Book Runners

[Ardent - Signature Page to Amendment No. 2]

CAPITAL ONE, N.A. and

REGIONS CAPITAL

MARKETS,

as Co-Managers

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms2

1.02Other Interpretive Provisions50

1.03Accounting Terms5051

1.04Rounding5152

1.05References to Agreements and Laws5152

1.06Times of Day5152

1.07Basket Classification52

1.08Limited Condition Acquisitions5253

1.09Divisions5354

1.10Amendment and Restatement5354

1.11Interest Rates54

ARTICLE II

THE COMMITMENTS AND BORROWINGS

2.01Term Loans5455

2.02Borrowings; Conversions and Continuations of Loans5455

2.03[Reserved]5657

2.04[Reserved]5657

2.05Prepayments5657

2.06Termination or Reduction of Commitments5860

2.07Repayment of Loans5860

2.08Interest5960

2.09Fees5961

2.10Computation of Interest and Fees5961

2.11Evidence of Debt5961

2.12Payments Generally6061

2.13Sharing of Payments6263

2.14Incremental Borrowings6264

2.15Defaulting Lenders6466

2.16Refinancing Amendments6567

2.17Extended Term Loans6768

2.18Relative Rights Agreement Assignment6870

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01Taxes7072

3.02Illegality7375

3.03Inability To Determine Rates7375

Page

3.04Increased Cost and Reduced Return; Capital Adequacy7577

3.05Funding Losses7677

3.06Matters Applicable to All Requests for Compensation7678

3.07Survival7778

ARTICLE IV

GUARANTY

4.01The Guaranty7778

4.02Obligations Unconditional7779

4.03Reinstatement7980

4.04Certain Additional Waivers7980

4.05Remedies7980

4.06Rights of Contribution7981

4.07Guarantee of Payment; Continuing Guarantee8082

4.08Limited Guarantee by Tenant Subsidiaries8082

ARTICLE V

CONDITIONS PRECEDENT

5.01Conditions to Effective Date8182

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.01Existence, Qualification and Power8384

6.02Authorization; No Contravention8385

6.03Governmental Authorization; Other Consents8385

6.04Binding Effect8485

6.05Financial Statements; No Material Adverse Effect8485

6.06Litigation8486

6.07Contractual Obligations8586

6.08Ownership of Property; Liens8586

6.09Environmental Compliance8586

6.10Insurance8687

6.11Taxes8687

6.12ERISA Compliance8688

6.13Subsidiaries8788

6.14Margin Regulations; Investment Company Act8788

6.15Disclosure8789

6.16Compliance with Laws8889

6.17Intellectual Property; Licenses, Etc.8890

6.18Solvency8990

6.19Perfection of Security Interests in the Collateral8990

6.20[Reserved]9091

6.21Brokers’ Fees9091

6.22Labor Matters9091

iii

Page

6.23Fraud and Abuse9091

6.24Licensing and Accreditation9092

6.25Anti-Terrorism Laws; Anti-Corruption9192

6.26Affected Financial Institutions9192

6.27HMO Entities9193

ARTICLE VII

AFFIRMATIVE COVENANTS

7.01Financial Statements9293

7.02Certificates; Other Information9394

7.03Notices9697

7.04Payment of Taxes9798

7.05Preservation of Existence, Etc.9798

7.06Maintenance of Properties9899

7.07Maintenance of Insurance9899

7.08Compliance with Laws98100

7.09Books and Records99100

7.10Inspection Rights99101

7.11Use of Proceeds100101

7.12Additional Subsidiaries; Additional Guarantors100101

7.13ERISA Compliance101102

7.14Pledged Assets101102

7.15Annual Appraisals103104

7.16Change in Nature of Business103104

7.17Post-Closing Matters103104

7.18Compliance with Terms of Master Lease103104

ARTICLE VIII

NEGATIVE COVENANTS

8.01Liens103105

8.02Investments107108

8.03Indebtedness111112

8.04Fundamental Changes115116

8.05Dispositions116117

8.06Restricted Payments116117

8.07[Reserved]119120

8.08Transactions with Affiliates119120

8.09Burdensome Agreements120121

8.10[Reserved]121122

8.11[Reserved]121122

8.12[Reserved]121122

8.13Prepayment of Subordinated Indebtedness, Etc.121122

8.14Organization Documents; Fiscal Year; Amendments to Master Lease121122

8.15Limitations on Parent122123

8.16Limitations on the ETMC JV122123

8.17Required Payment Intercompany Note124125

8.18HMO Entities124125

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

9.01Events of Default124125

9.02Remedies upon Event of Default127128

9.03Application of Funds128129

ARTICLE X

ADMINISTRATIVE AGENT

10.01Appointment and Authorization of Administrative Agent128129

10.02Delegation of Duties129130

10.03Liability of Administrative Agent129130

10.04Reliance by Administrative Agent129130

10.05Notice of Default130131

10.06Credit Decision; Disclosure of Information by Administrative Agent130131

10.07Indemnification of Administrative Agent131132

10.08Administrative Agent in Its Individual Capacity131132

10.09Successor Administrative Agent131132

10.10Administrative Agent May File Proofs of Claim; Credit Bidding132133

10.11Collateral and Guaranty Matters133134

10.12Other Agents; Joint Book Runners and Managers134135

10.13No Advisory or Fiduciary Responsibility134135

10.14Exculpatory Provisions135136

10.15Rights as Lender136137

10.16Withholding Taxes136137

10.17Intercreditor Agreement; Relative Rights Agreement136137

10.18Certain ERISA Matters137138

10.19Recovery of Erroneous Payments138139

ARTICLE XI

MISCELLANEOUS

11.01Amendments, Etc.139140

11.02Notices and Other Communications; Facsimile Copies141142

11.03No Waiver; Cumulative Remedies142143

11.04Attorney Costs, Expenses and Taxes142143

11.05Indemnification by the Borrower142143

11.06Payments Set Aside143144

11.07Successors and Assigns143145

11.08Confidentiality148149

11.09Setoff149150

11.10Interest Rate Limitation149150

11.11Counterparts149150

11.12Integration150151

11.13Survival of Representations and Warranties150151

11.14Severability150151

11.15[Reserved]151152

11.16Replacement of Lenders151152

11.17Governing Law151152

11.18Waiver of Right to Trial by Jury152153

11.19[Reserved]152153

11.20Publicity152153

11.21USA PATRIOT Act Notice152153

11.22Acknowledgement and Consent to Bail-In of Affected Financial Institutions152153

11.23Acknowledgement Regarding Any Supported QFCs153154

SCHEDULES

1.01Mortgaged Properties

1.10Released Mortgaged Properties

2.01Commitments and Pro Rata Shares

6.10Insurance

6.13Subsidiaries

6.17IP Rights

6.22Collective Bargaining Agreements and Multiemployer Plans

6.24(a)Accreditations

7.17Post Closing Items

8.01Liens Existing on the Effective Date

8.02Investments Existing on the Effective Date

8.03Indebtedness Existing on the Effective Date

11.02Certain Addresses for Notices; Taxpayer ID Number

EXHIBITS

A[Reserved]

B-1Form of Non-Tenant Subsidiary Pledge Agreement

B-2Form of Tenant Subsidiary Pledge Agreement

C-1Form of Non-Tenant Subsidiary Security Agreement

C-2Form of Tenant Subsidiary Security Agreement

DForm of Loan Notice

EForm of Prepayment Notice

F[Reserved]

G[Reserved]

HForm of Term Note

IForm of Excess Cash Certificate

A-1Form of Non-Tenant Joinder Agreement

A-2Form of Tenant Joinder Agreement

KForm of Intercompany Note

L[Reserved]

MForm of Assignment and Assumption

NForm of Lender Assignment and Assumption

OForm of United States Tax Compliance Certificate

PForm of Intercreditor Agreement

QForm of Solvency Certificate

RForm of Relative Rights Agreement

AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT

This AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT is entered into as of

August 24, 2021, as amended by Amendment No. 1, dated as of June 8, 2023, and as amended by

Amendment No. 2, dated as of September 18, 2024, among AHP HEALTH PARTNERS, INC., a

Delaware corporation (the “Borrower”), ARDENT HEALTH PARTNERS, INC. (f/k/a Ardent Health

Partners, LLC), a Delaware limited liability companycorporation (“Parent”), as Parent, the Guarantors

(defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.

WHEREAS, the Borrower is party to that certain Term Loan Credit Agreement, dated as of June

28, 2018 (as amended, supplemented or modified prior to the date hereof, the “Existing Credit

Agreement”), among Parent, Borrower, the lenders from time to time party thereto and Barclays Bank

PLC, as administrative agent, pursuant to which the lenders thereunder have extended or committed to

extend certain credit facilities to the Borrower;

WHEREAS, on the Effective Date, the Borrower requested that the Existing Credit Agreement be

amended and restated and in connection with such amendment and restatement that the Lenders extend

credit in the form of the Term Loans (as defined herein) on the Effective Date (as defined herein) in an

initial aggregate principal amount of $900,000,000;

WHEREAS, on the Effective Date, the proceeds of the Term Loans were used (i) to prepay in full

all existing Term Loans (including accrued and unpaid interest, fees, expenses and other amounts related

thereto, other than contingent obligations not then due and payable) outstanding under the Existing Credit

Agreement on the Effective Date, (ii) to pay fees, commissions and expenses in connection with the

foregoing (clauses (i) and (ii) collectively, the “Effective Date Refinancing”) and (iii) for general

corporate purposes; and

WHEREAS, the Lenders have indicated their willingness to lend on the terms and subject to the

conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained,

the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

“2024 Term B Commitment” means (a) with respect to each Converting Consenting Lender, the

commitment of such Lender to convert its Initial Term Loans to an equal aggregate principal amount of

2024 Term B Loans on the Amendment No. 2 Effective Date pursuant to Amendment No. 2, (b) with

respect to the Additional 2024 Term B Lender, its Additional 2024 Term B Commitment and (c) in the

case of any Lender that becomes a Lender after the Amendment No. 2 Effective Date, the amount

specified as such Lender’s “2024 Term B Commitment” in the Assignment and Assumption pursuant to

which such Lender assumed a portion of the aggregate 2024 Term B Commitment, in each case, as the

same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the 2024

Term B Commitments on the Amendment No. 2 Effective Date is $777,500,000.00.

“2024 Term B Lender” means any Lender that has a 2024 Term B Commitment or any Lender

that has purchased a 2024 Term B Loan pursuant to one or more Assignment and Assumptions in

accordance with the terms hereof.

“2024 Term B Loans” means the term loans made by the 2024 Term B Lenders to the Borrower

on the Amendment No. 2 Effective Date pursuant to Section 2.01(b).

“2026 Notes” means $475.0 million in aggregate principal amount of the Borrower’s 9.75%

senior notes due 2026 pursuant to the 2026 Notes Indenture on the Original Closing Date.

“2026 Notes Indenture” means the indenture among the Borrower, as issuer, Parent, the

guarantors listed therein and the trustee referred to therein pursuant to which the 2026 Notes were issued,

as such indenture may be amended or supplemented from time to time.

“2029 Notes” means $300.0 million in aggregate principal amount of the Borrower’s 5.750%

senior notes due 2029 pursuant to the 2029 Notes Indenture on July 8, 2021.

“2029 Notes Indenture” means the indenture among the Borrower, as issuer, Parent, the

guarantors listed therein and the trustee referred to therein pursuant to which the 2029 Notes are issued, as

such indenture may be amended or supplemented from time to time.

“ABL Administrative Agent” means Bank of America, in its capacity as administrative agent

under the ABL Documents (or any successor or replacement “Administrative Agent” thereunder).

“ABL Collateral Agent” means Bank of America, in its capacity as collateral agent under the

ABL Documents (or any successor or replacement “Collateral Agent” thereunder).

“ABL Credit Agreement” means (i) that certain amended and restated ABL credit agreement,

dated as of July 8, 2021, among the Borrower, AHS East Texas Health System, LLC, Parent, certain

Subsidiaries of the Borrower as borrowers or guarantors, the lenders party thereto, the ABL Collateral

Agent and the ABL Administrative Agent, as amended, restated, supplemented or modified from time to

time to the extent permitted by the Intercreditor Agreement, and (ii) any other credit agreement,

promissory note, indenture or other agreement or instrument evidencing or governing the terms of any

Indebtedness or other financial accommodation that has been incurred to extend (subject to the limitations

set forth in the Intercreditor Agreement), replace, restructure, renew or refinance in whole or in part the

Indebtedness and other obligations outstanding under (x) the credit agreement referred to in clause (i) or

(y) any subsequent ABL Credit Agreement, unless such agreement or instrument expressly provides that

it is not intended to be and is not an ABL Credit Agreement hereunder. Any reference to the ABL Credit

Agreement hereunder shall be deemed a reference to any ABL Credit Agreement then in existence.

“ABL Documents” means the ABL Credit Agreement and the other Loan Documents (as defined

in the ABL Credit Agreement) or any similar term, including each mortgage and other security

documents, guaranties and the notes issued thereunder.

“ABL Facility” means the senior secured revolving loan facility under the ABL Credit

Agreement or any amendment, supplement, modification, substitution, replacement, restatement or

refinancing thereof, in whole or in part, from time to time, including in connection with a

“Refinancing” (as defined in the Intercreditor Agreement) of the ABL Credit Agreement.

“ABL Priority Collateral” has the meaning ascribed to such term in the Intercreditor Agreement.

“Acceptable Intercreditor Agreement” means an intercreditor agreement in form reasonably

acceptable to the Administrative Agent and the Borrower, which intercreditor agreement may, if

determined by the Administrative Agent, be posted to the Lenders not less than ten Business Days before

execution thereof and, if the Required Lenders shall not have objected to such intercreditor agreement

within ten Business Days after posting, then the Required Lenders shall be deemed to have agreed that the

Administrative Agent’s entry into such intercreditor agreement is reasonable and to have consented to such

intercreditor agreement and to the Administrative Agent’s execution thereof.

“Acquired Entity or Business” means the acquisition of any Person, Property, Business or

physical asset by the Borrower or any Restricted Subsidiary.

“Acquisition” by any Person, means the acquisition by such Person, in a single transaction or in a

series of related transactions, of all or any substantial portion of the Property of another Person or any

Voting Stock of another Person, in each case whether or not involving a merger or consolidation with

such other Person and whether for cash, property, services, assumption of Indebtedness, securities or

otherwise.

“Act” has the meaning specified in Section 11.21.

“Additional Lender” has the meaning specified in Section 2.14(c).

“Additional 2024 Term B Commitment” means, with respect to the Additional 2024 Term B

Lender, its commitment to make a 2024 Term B Loan on the Amendment No. 2 Effective Date in an

amount equal to $52,640,477.27.

“Additional 2024 Term B Lender” means the Person identified as such on the signature page to

Amendment No. 2.

“Adjusted Earnings for the Ardent Facilities” shall have the meaning ascribed to such term in the

ETMC JV Agreement as of February 26, 2018.

“Administrative Agent” means Bank of America 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 11.02 or such other address or account of which 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.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial

Institution.

“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.

“Agency Transfer” has the meaning set forth in the Amendment and Restatement Agreement.

“Agent Parties” has the meaning set forth in Section 7.02.

“Agent-Related Persons” means the Administrative Agent and the Joint Book Runners, together

with their respective Affiliates and the officers, directors, employees, agents and attorneys-in-fact of such

Persons and Affiliates.

“Agreement” means this Amended and Restated Term Loan Credit Agreement, as amended,

modified, supplemented and extended from time to time.

“AHS East Texas” means AHS East Texas Health System, LLC, a Texas limited liability

company, and its successors and permitted assigns.

“Amendment and Restatement Agreement” means that certain Amendment and Restatement

Agreement, dated as of August 24, 2021, among the Borrower, the Guarantors, the Lenders party thereto,

the Administrative Agent and the Resigning Administrative Agent.

“Amendment and Restatement Transactions” means (i) the entry into the Amendment and

Restatement Agreement, (ii) the consummation of the Agency Replacement (as defined in the

Amendment and Restatement Agreement), the Other Appointment and Resignation Documentation, (iii)

the Effective Date Refinancing, (iv) the incurrence of the Initial Term Loans on the Effective Date and (v)

the payment of related fees and expenses.

“Amendment No. 1” means that certain Amendment No. 1 to Amended and Restated Term Loan

Credit Agreement, dated as of June 8, 2023, entered into by the Administrative Agent.

“Amendment No. 2” means that certain Amendment No. 2 to Amended and Restated Term Loan

Credit Agreement, dated as of September 18, 2024, entered into by the Borrower, the Guarantors, the

Lenders party thereto and the Administrative Agent.

“Amendment No. 2 Effective Date” has the meaning assigned to such term in Amendment No. 2.

“Amendment No. 2 Lead Arrangers” means BofA Securities, Inc., JPMorgan Chase Bank, N.A.

and Morgan Stanley Senior Funding, Inc. in their capacity as joint lead arrangers and bookrunners under

Amendment No. 2.

“Anti-Terrorism Laws” means any requirement of Law related to terrorism financing or money

laundering including the Act, The Currency and Foreign Transactions Reporting Act (also known as the

“Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the

Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) and Executive Order 13224 (effective

September 24, 2001), the International Emergency Economic Powers Act and Executive Orders and

regulations issued thereunder.

“Applicable Rate” means (1) at any time from the Effective Date to, but not including, the

Amendment No. 2 Effective Date, a percentage per annum equal to (a) for Term SOFR Loans, 3.50%,

and (b) for Base Rate Loans, 2.50%; provided, that, upon the consummation of an initial Public Equity

Offering (as certified by the Borrower to the Administrative Agent in a certificate signed by a

Responsible Officer), the Applicable Rate will be automatically reduced by 0.25% per annum; and (2) at

any time from and after the Amendment No. 2 Effective Date, a percentage per annum equal to (a) for

Term SOFR Loans, 2.75%, and (b) for Base Rate Loans, 1.75%.

“Approved Hospital Swap” means any exchange of one or more healthcare facilities and related

Property owned by any Loan Party for one or more healthcare facilities and related Property owned by

one or more Persons other than a Loan Party; provided that (a) the Borrower shall have delivered to the

Administrative Agent a certificate of a Responsible Officer, in detail reasonably satisfactory to the

Administrative Agent, demonstrating that, upon giving effect to any such exchange on a Pro Forma Basis,

Consolidated EBITDA will be not less than 90% of Consolidated EBITDA prior to such exchange and

(b) the aggregate book value of all assets disposed of by the Loan Parties pursuant to these exchanges

subsequent to the Effective Date (determined as of the date of any such exchange, net of any liabilities of

the Loan Parties assumed by the Person to which the relevant assets were transferred) shall not exceed

10% of the total assets of the Borrower and its Restricted Subsidiaries on a consolidated basis as of the

Effective Date. Furthermore, if any transaction involves both an exchange and payment of consideration,

such transaction shall be deemed to be an Approved Hospital Swap only to the extent that it involves such

an exchange.

“Ardent” means Ardent Medical Services, Inc., a Delaware corporation.

“Ardent ABL Facility Silo” means the Legacy Credit Facility (as defined in the ABL Credit

Agreement).

“Ardent Acquisition Agreement” means that certain purchase and sale agreement, dated March

27, 2015, among Ardent, AHS Medical Holdings LLC, a Delaware limited liability company, and Ventas,

as amended, restated, supplemented or otherwise modified from time to time.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form

of Exhibit M, or such other form or mechanism that shall be reasonably satisfactory to the Administrative

Agent.

“Attorney Costs” means and includes all reasonable fees and documented out-of-pocket expenses

and disbursements of one counsel for the Administrative Agent and the Joint Book Runners, and to the

extent reasonably determined by the Administrative Agent to be necessary, one firm of local counsel in

each relevant material jurisdiction (which may include a single special counsel acting in multiple

jurisdictions) and, in the case of an actual conflict of interest where an Indemnitee affected by such

conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one

additional conflicts counsel in each applicable jurisdiction for all of the affected Indemnitees similarly

situated.

“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, (b) in respect of any Synthetic Lease, 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

and (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of

such financing, after taking into account reserve accounts and making appropriate adjustments,

determined by the Administrative Agent in its reasonable judgment.

“Audited Financial Statements” means the consolidated audited financial statements of Parent and

its Subsidiaries for the fiscal years ended December 31, 2018, December 31, 2019 and December 31,2020.

“Available Incremental Amount” has the meaning set forth in Section 2.14(a).

“Available Tenor” means, as of any date of determination and with respect to the then-current

Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark

that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment

period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement

as of such date.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the

applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article

55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the

implementing law, regulation, rule or requirement for such EEA Member Country from time to time

which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,

Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law,

regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks,

investment firms or other financial institutions or their affiliates (other than through liquidation,

administration or other insolvency proceedings).

“Bank of America” means Bank of America, N.A. and its successors.

“Bankruptcy Code” means Title 11 of the United States Code or any successor provision.

“Barclays” means Barclays Bank PLC and its successors.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the

Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced

from time to time by Bank of America as its “prime rate”, and (c) Term SOFR plus 1.00%. The “prime

rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and

desired return, general economic conditions and other factors, and is used as a reference point for pricing

some loans, which may be priced at, above, or below such announced rate. Any change in such prime

rate announced by Bank of America shall take effect at the opening of business on the day specified in the

public announcement of such change. If the Base Rate is being used as an alternate rate of interest

pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and

shall be determined without reference to clause (c) above.

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

“Benchmark” means, initially, Term SOFR; provided that if a replacement of the Benchmark has

occurred pursuant to Section 3.03(c) then “Benchmark” means the applicable Benchmark Replacement to

the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to

“Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” means the sum of (a) the alternate benchmark rate and (b) an

adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the

Administrative Agent and the Borrower as the replacement Benchmark giving due consideration to any

evolving or then-prevailing market convention, including any applicable recommendations made by a

Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;

provided that, if the Benchmark Replacement would be less than 0.50%, the Benchmark

Replacement will be deemed to be 0.50% for the purposes of this Agreement and the other Loan

Documents.

Any Benchmark Replacement shall be applied in a manner consistent with market practice;

provided that to the extent such market practice is not administratively feasible for the Administrative

Agent, such Benchmark Replacement shall be applied in a manner as otherwise reasonably determined by

the Administrative Agent.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark

Replacement, any technical, administrative or operational changes (including changes to the definition of

“Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency

of determining rates and making payments of interest, timing of borrowing requests or prepayment,

conversion or continuation notices, the applicability and length of lookback periods, the applicability of

breakage provisions, and other technical, administrative or operational matters) that the Administrative

Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark

Replacement and to permit the administration thereof by the Administrative Agent in a manner

substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any

portion of such market practice is not administratively feasible or if the Administrative Agent determines

that no market practice for the administration of such Benchmark Replacement exists, in such other

manner of administration as the Administrative Agent decides is reasonably necessary in connection with

the administration of this Agreement and the other Loan Documents).

“Benchmark Transition Event” means, with respect to any then-current Benchmark, the

occurrence of a public statement or publication of information by or on behalf of the administrator of the

then-current Benchmark or a Governmental Authority with jurisdiction over such administrator

announcing or stating that all Available Tenors are or will no longer be representative, or made available,

or used for determining the interest rate of loans, or shall or will otherwise cease, provided that, at the

time of such statement or publication, there is no successor administrator that is satisfactory to the

Administrative Agent, that will continue to provide any representative tenors of such Benchmark after

such specific date.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as

required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject

to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person

whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA

or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” has the meaning set forth in Section 11.23.

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

“Borrower Materials” has the meaning set forth in Section 7.02.

“Borrower’s Portion of Excess Cash Flow” means, as any date of determination, an amount equal

to $375,000,000 plus the amount of Excess Cash Flow for each fiscal year of the Borrower commencing

with the fiscal year ending on or about December 31, 2021 and prior to such date of determination in

respect of which the financial statements required by Section 7.01(a) for such fiscal year shall have been

delivered to the Administrative Agent in accordance with the terms of such Section that is not required to

be applied to repay Term Loans pursuant to Section 2.05(b)(v), so long as such amount has not been

utilized on or prior to the date of determination to make Restricted Payments pursuant to Section 8.06(f),

Investments pursuant to Section 8.02(u), Permitted Acquisitions pursuant to clause (v)(x) of the definition

thereof or prepayments of Subordinated Indebtedness pursuant to Section 8.13(b); provided that upon the

consummation of the Ventas Purchase Option Assignment the Borrower’s Portion of Excess Cash Flow

shall automatically be reduced by the aggregate amount of the Borrower’s Portion of Excess Cash Flow

attributable to the Tenant Subsidiaries.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the

case of Term SOFR Loans, having the same Interest Period made by each of the Lenders pursuant to

Section 2.01.

“BSA Entities” means (i) BSA Health System of Amarillo, LLC, (ii) BSA Health System

Holdings LLC, (iii) BSA Hospital, LLC, (iv) BSA Health System Management, LLC, (v) BSA Physicians

Group, Inc., (vi) BSA Harrington Physicians, Inc., (vii) BSA Amarillo Diagnostic Clinic, Inc., (viii) BSA

Physician Holding Company, LLC, (ix) each other Person (if any) in respect of which any BSA Equity

Purchaser directly acquires equity interests pursuant to the BSAHS Acquisition Agreement and (x) each

direct and indirect Subsidiary of the entities set forth in the foregoing clauses (i) through (ix).

“BSA Entities Future Capital Expenditures” means the amount of Capital Expenditures

anticipated to be made by the BSA Entities during the following calendar year (for example if Excess

Cash Flow is being calculated for the 2022 fiscal year, Capital Expenditures for the 2023 fiscal year);

provided that to constitute BSA Entities Future Capital Expenditures, such Capital Expenditures must be

evidenced in a written budget prepared by the Borrower that is reasonably satisfactory to the

Administrative Agent.

“BSA Equity Purchaser” means AHS Amarillo Health System, LLC and/or any other (if any)

direct or indirect wholly-owned Subsidiaries of the Borrower that acquires any equity interests in any

BSA Entity pursuant to the BSAHS Acquisition Agreement.

“BSAHS Acquisition Agreement” means the Contribution and Sale Agreement, dated as of

October 22, 2012, among the BSA Equity Purchasers party thereto, the BSA Entities party thereto and

Baptist St. Anthony’s Health System, a Texas not-for-profit corporation, as amended, restated,

supplemented or otherwise modified from time to time.

“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.

“Businesses” means, at any time, a collective reference to the businesses operated by the

Borrower and its Subsidiaries at such time.

“Capital Assets” means, with respect to any person, all equipment, fixed assets and Real Property

or improvements of such person, or replacements or substitutions therefor or additions thereto, that, in

accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on

the balance sheet of such person.

“Capital Expenditures” means, for any period, without duplication, all expenditures made directly

or indirectly by the Borrower and its Restricted Subsidiaries during such period for Capital Assets

(whether paid in cash or other consideration, financed by the incurrence of Indebtedness or accrued as a

liability), but excluding any portion of such increase attributable solely to acquisitions of property, plant

and equipment in Permitted Acquisitions.

“Capital Lease” means, as applied to any Person, any lease of any Property by that Person as

lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance

sheet of that Person, excluding any leases which are required under GAAP to be accounted for as a capital

lease on the balance sheet of that Person solely during any construction periods.

“Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in the case of an

association or business entity, any and all shares, interests, participations, rights or other equivalents

(however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether

general or limited), (iv) in the case of a limited liability company, membership interests and (v) any other

interest or participation that confers on a Person the right to receive a share of the profits and losses of, or

distributions of assets of, the issuing Person.

“Captive Insurance Subsidiary” means any Subsidiary established by the Borrower or any of its

Subsidiaries for the sole purpose of providing insurance coverage to the Borrower and its Subsidiaries.

“Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or

insured by the United States or any agency or instrumentality thereof (provided that the full faith and

credit of the United States is pledged in support thereof) having maturities of not more than twelve

months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of

(i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in

excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least

A-2 or the equivalent thereof or from Moody’s is at least P-2 or the equivalent thereof (any such bank

being an “Approved Bank”), in each case with maturities of not more than 365 days from the date of

acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by

the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic

corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or

better by Moody’s and maturing within twelve months of the date of acquisition, (d) repurchase

agreements entered into by any Person with a bank or trust company (including any of the Lenders) or

recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations

issued by or fully guaranteed by the United States in which such Person shall have a perfected first

priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair

market value of at least 100% of the amount of the repurchase obligations, (e) Investments, classified in

accordance with GAAP as current assets, in money market investment programs registered under the

Investment Company Act of 1940, as amended, which are administered by reputable financial institutions

having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the

character described in the foregoing subdivisions (a) through (d) and (f) with respect to (i) the Borrower

and its Restricted Subsidiaries, marketable debt securities regularly traded on a national securities

exchange or in the over-the-counter market.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the

Internal Revenue Code.

“CHAMPUS” means the United States Department of Defense Civilian Health and Medical

Program of the Uniformed Services or any successor thereto including, without limitation, TRICARE.

“Change of Control” means an event or series of events by which:

(a)prior to the consummation of an initial Public Equity Offering:

(i)the Sponsor Group shall fail to own beneficially, directly or indirectly, at

least 50.1% of the outstanding Voting Stock of the Parent, after giving effect to the

conversion and exercise of all outstanding warrants, options and other securities of the

Parent, convertible into or exercisable for Voting Stock of the Parent (whether or not

such securities are then currently convertible or exercisable); or

(ii)the Parent shall fail to own directly 85% of the outstanding Capital Stock

of the Borrower determined on a fully diluted basis after giving effect to the conversion

and exercise of all outstanding warrants, options and other securities of the Borrower,

convertible into or exercisable for Capital Stock of the Borrower (whether or not such

securities are then currently convertible or exercisable); or

(iii)any of Samuel Zell, trusts established for the benefit of the family of

Samuel Zell, and/or any entity Controlled by any of the foregoing ceases to Control the

Sponsor; or

(b)upon and after the consummation of an initial Public Equity Offering of the

common stock of the Parent or any parent thereof:

(i)the Parent becomes aware (by way of a report or another filing pursuant

to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the

acquisition by any “person” or “group” of related persons (as such terms are used in

Sections 13(d) and 14(d) of the Exchange Act) other than the Sponsor Group of the

beneficial ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,

except that such person or group shall be deemed to have “beneficial ownership” of all

shares that any such person or group has the right to acquire, whether such right is

exercisable immediately or only after the passage of time), directly or indirectly, of more

than 50% of the total voting power of the Voting Stock of the Parent (or its successor by

merger, consolidation or purchase of all or substantially all of their assets); or

(ii)unless the Permitted Merger has occurred concurrently with or in

connection therewith, the Parent shall fail to own directly 85% of the outstanding Capital

Stock of the Borrower, determined on a fully diluted basis after giving effect to the

conversion and exercise of all outstanding warrants, options and other securities of the

Borrower, convertible into or exercisable for Capital Stock of the Borrower (whether or

not such securities are then currently convertible or exercisable); or

(c)upon and after the consummation of an initial Public Equity Offering of the

common stock of the Borrower: the Borrower becomes aware (by way of a report or another

filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of

the acquisition by any “person” or “group” of related persons (as such terms are used in Sections

13(d) and 14(d) of the Exchange Act) other than the Sponsor Group of the beneficial ownership

(as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group

shall be deemed to have “beneficial ownership” of all shares that any such person or group has

the right to acquire, whether such right is exercisable immediately or only after the passage of

time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of

the Borrower (or its successor by merger, consolidation or purchase of all or substantially all of

their assets); or

(d)the occurrence of a “Change of Control” (or any comparable term) under, and as

defined in, the ABL Credit Agreement, the 2029 Notes Indenture (and/or any other Indebtedness

incurred pursuant to Section 8.03(t)) or any Subordinated Indebtedness Document in respect of

Indebtedness in excess of the Threshold Amount.

“Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the

Loans comprising such Borrowing, are Term Loans, Incremental Term Loans, Refinancing Term Loans,

Ventas Purchase Option Term Loans or Non-Ventas Purchase Option Term Loans designated as a

separate Class and, when used in reference to any Commitment, refers to whether such Commitment is a

Commitment for such applicable Term Loans, Incremental Term Loans, Refinancing Term Loans, Ventas

Purchase Option Term Loans or Non-Ventas Purchase Option Term Loans. Notwithstanding anything to

the contrary, the 2024 Term B Loans made on the Amendment No. 2 Effective Date and all the 2024

Term B Loans converted from Initial Term Loans on the Amendment No. 2 Effective Date shall

constitute a single Class.

“CME” means CME Group Benchmark Administration Limited.

“CMS” means the Centers for Medicare and Medicaid Services and any successor thereof.

“Collateral” means a collective reference to all real and personal Property with respect to which

Liens in favor of the Administrative Agent are purported to be granted pursuant to and in accordance with

the terms of the Collateral Documents (other than Excluded Property). For the avoidance of doubt, the

Pledged ETMC Distribution Account and the equity interests owned by the Loan Parties in the ETMC JV

shall be a part of Collateral.

“Collateral Assignment Documents” means the collateral assignments of notes and liens executed

by the Loan Parties executed in favor of the Administrative Agent, as amended, modified, restated or

supplemented from time to time.

“Collateral Documents” means a collective reference to the Security Agreements, the Pledge

Agreements, the Mortgage Instruments, the Collateral Assignment Documents and such other security

documents as may be executed and delivered by the Loan Parties pursuant to the terms of Section 7.14.

“Commitment” means, as to each Lender, the Term Loan Commitment of such Lender.

“Commodity Agreement” means any commodity futures contract, commodity swap, commodity

option or other similar agreement or arrangement entered into by the Borrower or any Restricted

Subsidiary designed or intended to protect the Borrower or any of its Restricted Subsidiaries against

fluctuations in the price of commodities actually used in the ordinary course of business of the Borrower

and its Restricted Subsidiaries.

“Communications” has the meaning specified in Section 7.02.

“Company Action Level” means the Company Action Level risk-based capital threshold, as

defined by NAIC.

“Consolidated Capital Expenditures” means, for any period, for the Borrower and its Restricted

Subsidiaries on a consolidated basis, all Capital Expenditures, as determined in accordance with GAAP;

provided, however, that Consolidated Capital Expenditures shall not include (i) expenditures made with

proceeds of any Disposition to the extent such proceeds are reinvested within the period required by the

definition of “Net Cash Proceeds,” (ii) expenditures relating to any Involuntary Disposition to the extent

such expenditures are used to restore, replace or rebuild property to the condition of such property

immediately prior to any damage, loss, destruction or condemnation, (iii) all other capital expenditures, as

determined in accordance with GAAP, to the extent such expenditures are or are expected to be (provided

that such amounts are actually funded within a reasonably proximate time of such expenditure) funded,

directly or indirectly, with the proceeds of any Equity Issuance or any capital contribution to any Loan

Party, (iv) expenditures that constitute Permitted Acquisitions, (v) Capital Expenditures made by any

Person that becomes a Restricted Subsidiary after the Original Closing Date prior to the time such Person

becomes a Restricted Subsidiary and (vi) expenditures that are paid for or contractually required to be

reimbursed to the Borrower or any of its Restricted Subsidiaries by a third party (including landlords).

“Consolidated EBITDA” means, for any period, without duplication, for Parent and its Restricted

Subsidiaries on a consolidated basis determined in accordance with GAAP, an amount equal to

Consolidated Net Income for such period plus (A) other than with respect to clause (xiv) below, to the

extent deducted (and not added back) in calculating such Consolidated Net Income for such period, (i)

Consolidated Interest Expense for such period, (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 for such period, (iv) any non-recurring fees, charges and cash

expenses made or incurred in connection with the Transactions, Amendment and Restatement

Transactions, Investments, Dispositions, Restricted Payments, fundamental changes and incurrences of

Indebtedness permitted under this Agreement and issuances of Capital Stock and dispositions not

prohibited by this Agreement (whether or not consummated), (v) any other non-cash charges,

impairments or write-offs for such period (except to the extent such charges, impairments or write-offs

relate to a cash payment in a future period), (vi) non-recurring or extraordinary cash expenses in respect

of severance payments and other costs associated with any restructuring of the Borrower’s and its

Restricted Subsidiaries’ operations, (vii) expenses and charges related to prior periods in an aggregate

amount not to exceed $15.0 million for any such period during the term of this Agreement, (viii) all non-

recurring or extraordinary charges, expenses or losses in such period, and, without duplication, any

charges or expenses paid or payable by the Borrower or its Restricted Subsidiaries in cash during such

measurement period in connection with the integration of Epic Systems IT, (ix) the amount of any non-

controlling or minority interest expense consisting of Restricted Subsidiary income attributable to non-

controlling interests of third parties in any Restricted Subsidiaries deducted (and not added back) in such

period in calculating Consolidated Net Income, (x) Sponsor Fees and transaction fees permitted hereunder

(whether paid or accrued), (xi) all fees and expenses and one-time payments reasonably incurred and

payable in connection with any amendment, restatement, waiver, consent, supplement or other

modification to this Agreement, the ABL Facility, the 2026 Notes Indenture, the 2029 Notes Indenture or

any other Indebtedness, (xii) charges, losses or expenses to the extent indemnified or insured or

reimbursed or reimbursable by third parties pursuant to indemnification or reimbursement provisions or

similar agreements or insurance; provided that, such Person in good faith expects to receive

reimbursement for such charges, losses or expenses within the next four fiscal quarters, (xiii) letter of

credit fees, (xiv) the amount of net cost savings, synergies and operating expense reductions projected by

the Borrower in good faith to be realized as a result of specified actions taken or to be taken (which cost

savings, synergies or operating expense reductions shall be calculated on a pro forma basis as though

such cost savings, synergies or operating expense reductions had been realized on the first day of such

period), net of the amount of actual benefits realized during such period from such actions; provided that

(A) such cost savings, synergies or operating expense reductions are reasonably identifiable and

factually supportable, (B) such actions have been taken or are to be taken within 24 months after the date

of determination to take such action and (C) the aggregate amount added back pursuant to this clause

(xiv) may not exceed 25% of Consolidated EBITDA for the period of the four fiscal quarters most

recently ended calculated on a pro forma basis (before giving effect to such add backs), provided,

however, that subclauses (B) and (C) of the immediately preceding proviso shall not apply to cost

savings, synergies or operating expense reductions in connection with the ETMC Acquisition and the

Topeka Acquisition, (xv) upfront fees or charges arising from any Securitization Transaction for such

period, and any other amounts for such period comparable to or in the nature of interest under any

Securitization Transaction, and losses on dispositions or sale of assets in connection with any

Securitization Transaction for such period, to the extent the same were deducted (and not added back) in

computing such Consolidated Net Income, (xvi) fees and expenses and non-cash mark-to-market losses

relating to any Swap Contracts permitted hereunder, (xvii) any expenses, charges or other costs related

to any Equity Issuance, (xviii) any expenses, charges or other costs related to internal reorganizations or

restructurings, and (xix) expenses relating to retention bonuses paid in connection with acquisitions,

recapitalizations and other financing transactions; and minus (B) non-recurring or extraordinary gains in

such period.

“Consolidated Indebtedness” means Indebtedness of the Borrower and its Restricted Subsidiaries

on a consolidated basis.

“Consolidated Interest Charges” means, for any period, for the Borrower and its Restricted

Subsidiaries on a consolidated basis, an amount equal to, without duplication, (i) 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, but excluding

amortization of capitalized financing costs) or in connection with the deferred purchase price of assets, in

each case to the extent treated as interest in accordance with GAAP, plus (ii) the portion of rent expense

of the Borrower and its Restricted Subsidiaries with respect to such period under Capital Leases that is

treated as interest in accordance with GAAP minus (iii) interest income of the Borrower and its Restricted

Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to Parent and its Restricted Subsidiaries for

any period, the sum of (1) interest expense of Parent and its Restricted Subsidiaries for such period

determined on a consolidated basis in accordance with GAAP (including (a) all commissions, discounts,

fees and other charges in connection with letters of credit and similar instruments, (b) accretion or

amortization of original issue discount resulting from the incurrence of Indebtedness at less than par, (c)

the interest component of obligations in respect of Capital Leases, (d) non-cash interest payments and (e)

net payments, if any made (less net payments received) pursuant to obligations under permitted Interest

Rate Agreements), minus (2) to the extent included in cash interest expense of Parent and its Restricted

Subsidiaries for such period determined on a consolidated basis in accordance with GAAP and not added

to net income (or loss) in the calculation of Consolidated EBITDA, (i) amounts paid to obtain Interest

Rate Agreements, Currency Agreements and Commodity Agreements, (ii) any one-time cash costs

associated with breakage in respect of Interest Rate Agreements, Currency Agreements and Commodity

Agreements for interest rates and any payments with respect to make-whole premiums or other breakage

costs in respect of any Indebtedness, (iii) all non-recurring cash interest expense consisting of liquidated

damages for failure to timely comply with registration rights obligations, (iv) any “additional interest”

owing pursuant to a registration rights agreement, (v) any expense resulting from the discounting of any

Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase

accounting, (vi) penalties and interest relating to taxes and any other amounts of non-cash interest

resulting from the effects of acquisition method accounting or pushdown accounting, (vii) amortization or

expensing of deferred financing fees, amendment and consent fees, debt issuance costs, commissions, fees

and expenses and discounted liabilities, (viii) any expensing of bridge, arrangement, structuring,

commitment or other financing fees, (ix) any non-cash interest expense and any capitalized interest,

whether paid in cash or accrued, (x) any accretion or accrual of, or accrued interest on, discounted

liabilities not constituting Indebtedness during such period, (xi) any non-cash interest expense attributable

to the movement of the mark to market valuation of obligations under Interest Rate Agreements, Currency

Agreements and Commodity Agreements or other derivative instruments pursuant to Financial

Accounting Standards Board’s Accounting Standards Codification 815 (Derivatives and Hedging) and

(xii) any fees related to a Securitization Transaction, minus (3) interest income of Parent and its Restricted

Subsidiaries for such period.

“Consolidated Net Income” means, for any period, for the Borrower and its Restricted

Subsidiaries on a consolidated basis, the net income from continuing operations of the Borrower and its

Restricted Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period; provided

that there shall be excluded any income (or loss) of any Person other than the Borrower or any Restricted

Subsidiary or that is accounted for by the equity method, or noncontrolling interest method, of

accounting, but any such income so excluded shall be included in such period or any later period to the

extent of any cash or Cash Equivalents paid as dividends or distributions in the relevant period to the

Borrower or any Restricted Subsidiary (other than the ETMC JV) of the Borrower. For the avoidance of

doubt, “Consolidated Net Income” shall not include any income allocable to minority interests in any

Subsidiaries (including, without limitation, income attributable to ETMC Subsidiaries which is allocated

or which will be allocated to unaffiliated third parties).

“Consolidated Net Leverage Ratio” means, as of any date of determination, the ratio of (a) the

sum of (i) Consolidated Indebtedness as of such date minus (ii) unrestricted cash and Cash Equivalents

held by Borrower and its Restricted Subsidiaries on such date (provided that (x) any cash or Cash

Equivalents in (i) the LHP Cash Management Transfer System or (ii) that are held by an ETMC

Subsidiary that are not in the Pledged ETMC Distribution Account or, in each case, another deposit

account subject to a control agreement in favor of the Administrative Agent (a “Controlled Account”)

shall be deemed to be restricted cash, and (y) any cash or Cash Equivalents received from CARES Act

related funding (including any cash and Cash Equivalents in respect of Medicare accelerated payments

and payroll tax deferrals) shall be deemed to be restricted cash for so long as such cash and cash

equivalents are required to be repaid) to (b) Consolidated EBITDA for the period of the four fiscal

quarters most recently ended.

“Consolidated Scheduled Funded Indebtedness Payments” means, as of any date for the four

fiscal quarter period ending on such date with respect to the Borrower and its Restricted Subsidiaries on a

consolidated basis, the sum of all scheduled or mandatory payments of principal on Funded Indebtedness

(excluding any voluntary prepayments and mandatory prepayments required pursuant to Section 2.05), as

determined in accordance with GAAP.

“Consolidated Working Capital” means, at any time, the excess of (i) current assets (excluding

cash and Cash Equivalents) of the Borrower and its Restricted Subsidiaries on a consolidated basis at such

time over (ii) current liabilities of the Borrower and its Restricted Subsidiaries on a consolidated basis at

such time, all as determined in accordance with GAAP, in each case, calculated exclusive of any change

in the Swap Termination Value of Swap Contracts. “Consolidated Working Capital” for any fiscal year

shall be subject to adjustment for the impact of any non-cash reclassification of short-term and long-term

asset and liability accounts.

“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.

“Control” has the meaning specified in the definition of “Affiliate.”

“Controlled Account” has the meaning specified in the definition of “Consolidated Net Leverage

Ratio”.

“Converted Initial Term Loan” means each Initial Term Loan held by a Converting Consenting

Lender on the Amendment No. 2 Effective Date immediately prior to the conversion of the corresponding

2024 Term B Loan on such date.

“Converting Consenting Lender” means a Lender that has elected to be a “Converting Consenting

Lender” on its signature page to Amendment No. 2.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor

(including overnight) or an interest payment period having approximately the same length (disregarding

business day adjustment) as such Available Tenor.

“Covered Entity” has the meaning set forth in Section 11.23.

“Covered Party” has the meaning set forth in Section 11.23(a).

“Credit Party” has the meaning set forth in Section 10.19.

“Currency Agreement” means in respect of a Person any foreign exchange contract, currency

swap agreement, futures contract or option contract with respect to foreign exchange rates or currency

values, or other similar agreement as to which such Person is a party or a beneficiary.

“Daily Simple SOFR” with respect to any applicable determination date means SOFR published

on such date on the Federal Reserve Bank of New York’s website (or any successor source).

“Debt Fund Affiliate” any affiliate of the Borrower or the Sponsor that is primarily engaged in, or

advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise

investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with

respect to which the Sponsor and its Affiliates (other than Debt Fund Affiliates) does not, directly or

indirectly, possess the power to direct or cause the direction of the investment policies of such entity.

“Debt Issuance” means the issuance by the Borrower or any Restricted Subsidiary of any

Indebtedness other than Indebtedness permitted under Section 8.03.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship,

bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency,

reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time

to time in effect and affecting the rights of creditors generally.

“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 an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if

any, applicable to Base Rate Loans plus (c) 2% per annum; provided, however, that with respect to a

Term SOFR 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, in each case to the fullest extent

permitted by applicable Laws.

“Default Right” has the meaning set forth in Section 11.23.

“Defaulting Lender” means, subject to Section 2.15(b), any Lender that, as determined by the

Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in

respect of its Loans, within three Business Days of the date required to be funded by it hereunder, (b) has

notified the Borrower, or the Administrative Agent or any Lender that it does not intend to comply with

its funding obligations or has made a public statement to that effect with respect to (x) its funding

obligations hereunder or (y) under other agreements in which it is obligated to extend credit (unless in the

case of this clause (y), such obligation is the subject of a good faith dispute), (c) has failed, within three

(3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the

Administrative Agent that it will comply with its funding obligations hereunder; provided that such

Lender shall cease being a Defaulting Lender under this clause (c) upon receipt of such confirmation by

the Administrative Agent, or (d) has, or has a direct or indirect parent company that has, (i) become the

subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee,

administrator, assignee for the benefit of creditors or similar Person charged with reorganization or

liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or

indicated its consent to, approval of or acquiescence in any such proceeding or appointment unless, in the

case of this clause (d), the Borrower and the Administrative Agent shall be satisfied that such Lender

intends, and has such approvals required to enable it, to perform its obligations as a Lender hereunder or

(iv) becomes the subject of a Bail-In Action; 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 or 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.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including

any Sale and Leaseback Transaction) of any Property by the Borrower or any Restricted Subsidiary

(including the Capital Stock of any Subsidiary), 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, but excluding (i) the sale, lease, license, transfer or other disposition of inventory in the

ordinary course of business of the Borrower and its Restricted Subsidiaries, (ii) the sale, lease, license,

transfer or other disposition of machinery and equipment or closure of a unit or division, in each case, no

longer used or useful in the conduct of business of the Borrower and its Restricted Subsidiaries, (iii) any

sale, lease, license, transfer or other disposition of Property by (x) the Borrower or any Restricted

Subsidiary to any Loan Party (other than an ETMC Loan Party); provided that the Loan Parties shall

cause to be executed and delivered such documents, instruments and certificates as the Administrative

Agent may request so as to cause the Loan Parties to be in compliance with the terms of Section 7.14 after

giving effect to such transaction, (y) any non-Loan Party to any non-Loan Party, any ETMC Loan Party

to any ETMC Loan Party, or any non-Loan Party to any ETMC Loan Party and (z) any Loan Party

(including, without limitation, any ETMC Loan Party) to any non-Loan Party (including, without

limitation any ETMC Subsidiary) or any ETMC Loan Party not exceeding $7,500,000 in any fiscal year,

(iv) any Involuntary Disposition by the Borrower or any Restricted Subsidiary, (v) any Disposition by the

Borrower or any Restricted Subsidiary constituting a Permitted Investment, (vi) non-exclusive licenses or

sublicenses to use the patents, trade secrets, know-how and other intellectual property of the Borrower or

any of its Restricted Subsidiaries in the ordinary course of business, (vii) any sale, lease, license, transfer

or other disposition of Property by any Foreign Subsidiary to another Foreign Subsidiary, (viii) the

disposition of disposable inventory in bulk to a third party which disposable inventory shall then be

consigned from such third party to the Borrower or any Restricted Subsidiary for the benefit of or use by

such Person in the ordinary course of such Person’s patient care operations, (ix) any transaction (or series

of related transactions) involving property (including, without limitation, leases) with an aggregate book

value not exceeding $7,500,000, (x) (A) dispositions or discounts without recourse of accounts receivable

(including, without limitation, Self-Pay Accounts (as defined in the ABL Credit Agreement)) in

connection with the compromise or collection thereof in the ordinary course of business, and (B)

dispositions of Self-Pay Accounts, with recourse, to collection servicers, provided such accounts have

previously been, or are concurrently with such disposition, written off by the company or accounted for as

“uncollectible” or “bad debt”, (xi) any contribution of Borrower’s Portion of Excess Cash Flow to effect

any transaction undertaken pursuant to Section 8.06(f), Investments pursuant to Section 8.02(u),

Permitted Acquisitions pursuant to clause (v)(x) of the definition thereof or payment of Subordinated

Indebtedness pursuant to Section 8.13(b), (xii) Dispositions made in order to effectuate any Permitted

IRB Transaction, (xiii) any Disposition of Capital Stock to the directors of any Loan Party or any

Restricted Subsidiary to qualify such directors where required by applicable law, (xiv) Dispositions of

cash and Cash Equivalents in the ordinary course of business (including, without limitation, the LHP

Cash Management Transfer System), (xv) Dispositions of vacant property or property containing

buildings that would require demolition or substantial improvements having a fair market value, in the

aggregate, not in excess of $25,000,000, (xvi) Dispositions made by Loan Parties to ETMC Loan Parties

pursuant to the intercompany loans permitted under Section 8.03 or investments permitted under Section

8.02, (xvii) Dispositions made by AHS East Texas or any other ETMC Subsidiary subject to Section 8.16,

to (x) the ETMC JV or (y) any non-Loan Party, in each case made pursuant to the ETMC JV Agreement

and (xviii) Dispositions pursuant to a Securitization Transaction in an aggregate amount not to exceed,

together with all Investments pursuant to Section 8.02(jj) and Section 8.02(kk), the greater of (A)

$75,000,000 and (B) 25.0% of Consolidated EBITDA; provided that Dispositions permitted by this clause

(xviii) shall solely be in respect of Collateral of a type that would not constitute ABL Priority Collateral.

“Disqualified Capital Stock” means any Capital Stock that, by its terms (or by the terms of any

security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the

happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for

Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a

change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a

change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all

other Obligations that are accrued and payable and the termination of the Commitments), (b) is

redeemable at the option of the holder thereof (other than solely for Qualified Capital Stock), in whole or

in part, (c) provides for scheduled payments of dividends in cash, or (d) is or becomes convertible into or

exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital

Stock, in each case, prior to the date that is ninety-one (91) days after the Maturity Date (or if any

Incremental Term Loans shall be outstanding as of the date of issuance of such Capital Stock, the

maturity date applicable to such Incremental Term Loans); provided that if such Capital Stock is issued

pursuant to a plan for the benefit of employees of Parent, the Borrower or any Subsidiary or by any such

plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because

it may be required to be repurchased by Parent, the Borrower or any Subsidiary in order to satisfy

applicable statutory or regulatory obligations.

“Disqualified Institution” means (a) those persons identified by the Borrower in writing on or

after the Effective Date to the Administrative Agent as competitors (and any such entities’ Affiliates that

are clearly identifiable on the basis of name) of the Borrower and its Subsidiaries, (b) those banks,

financial institutions and other persons identified by the Sponsor or the Borrower to any Joint Book

Runner in writing on or prior to the commencement of primary syndication of the Initial Term Loans

prior to the Effective Date (and any such entities’ Affiliates that are clearly identifiable on the basis of

name) or (c) any Affiliates of any Joint Book Runner that are engaged as principals primarily in private

equity, mezzanine financing or venture capital.

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

“Domestic Restricted Subsidiary” means any Domestic Subsidiary that is a Restricted Subsidiary.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United

States, any state thereof or the District of Columbia.

“Earn-Out Obligations” means, with respect to an Acquisition, all obligations of the Borrower or

any Restricted Subsidiary to make earn-out or other contingency payments pursuant to the documentation

relating to such Acquisition, not including any amounts payable in any form of Capital Stock. For

purposes of determining the aggregate consideration paid for an Acquisition, the amount of any Earn-Out

Obligations shall be deemed to be the reasonably anticipated liability in respect thereof as determined by

the Borrower in good faith at the time of such Acquisition. For purposes of determining the liability of

the Borrower and its Restricted Subsidiaries for any Earn-Out Obligation thereafter, the amount of Earn-

Out Obligations shall be deemed to be the aggregate liability in respect thereof as recorded on the balance

sheet of the Borrower and its Restricted Subsidiaries in accordance with GAAP.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any

EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity

established in an EEA Member Country which is a parent of an institution described in clause (a) of this

definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of

an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision

with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland,

Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted

with public administrative authority of any EEA Member Country (including any delegee) having

responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means August 24, 2021, the date of the effectiveness of this Agreement.

“Electronic Copy” has the meaning set forth in Section 11.11.

“Electronic Record” has the meaning set forth in Section 11.11.

“Electronic Signature” has the meaning set forth in Section 11.11.

“Eligible Assignee” has the meaning specified in Section 11.07(g).

“Embargoed Person” means any party that (i) is publicly identified on the most current list of

“Specially Designated Nationals and Blocked Persons” published by the U.S. Treasury Department’s

Office of Foreign Assets Control (“OFAC”) or resides, is organized or chartered, or has a place of

business in a country or territory that is the subject of comprehensive OFAC sanctions or embargo

programs or (ii) is publicly identified as prohibited from doing business with the United States under the

International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other

requirement of Law.

“Environmental Laws” means any and all federal, state, local, foreign and other applicable

statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,

franchises, licenses, agreements or binding governmental restrictions relating to pollution and the

protection of the environment or the release of any materials into the environment, including those related

to Hazardous Materials, air emissions, waste and discharges to water or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including 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.

“Epic Systems IT” means electronic records systems software manufactured by Epic Systems

Corporation, the related hardware and infrastructure used to operate the system, and the integration of

other third party systems into such software, hardware and infrastructure.

“Equity Issuance” means any issuance by the Parent or any Loan Party (or upon or after a Public

Equity Offering of the Borrower, the Borrower) of shares of its Capital Stock. The term “Equity

Issuance” shall not be deemed to include any Disposition.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to

time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common

control with the Borrower within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and

Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412

of the Internal Revenue Code).

“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 insolvent; (d) the filing of a notice of intent to terminate, the

treatment of a Pension Plan or Multiemployer 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; or (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.

“ETMC Acquisition” means the purchase of hospital assets and operations and the equity

interests of certain subsidiaries of East Texas Medical Center Regional Healthcare System

(“ETMCRHS”), a Texas nonprofit corporation and East Texas Medical Center Regional Health Services,

Inc. (“ETMCRHS Inc.”), a Texas corporation.

“ETMC Loan Parties” means so long as the ETMC JV Agreement is effective, AHS East Texas

and each of the Material Domestic Subsidiaries of AHS East Texas, in each case, that were formed or

acquired in the ETMC Acquisition, that are subject (directly or indirectly) to the ETMC JV Agreement,

and that are not Excluded Subsidiaries. For the avoidance of doubt, any Subsidiary that is not subject

(directly or indirectly) to the ETMC JV Agreement shall not be considered an ETMC Loan Party.

“ETMC JV” means East Texas Health System, LLC.

“ETMC JV Agreement” means the Amended and Restated Limited Liability Company

Agreement between UT Tyler and AHS East Texas dated as of February 26, 2018 (as amended, restated,

supplemented, replaced or otherwise modified from time to time).

“ETMC Subsidiaries” means, collectively, AHS East Texas and its direct and indirect

Subsidiaries.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the

Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning specified in Section 9.01.

“Excess Cash Certificate” means a certificate substantially in the form of Exhibit I.

“Excess Cash Flow” means, in each case without duplication, with respect to any fiscal year

period of the Borrower and its Restricted Subsidiaries on a consolidated basis, an amount equal to (a)

Consolidated EBITDA for such fiscal year minus (b) Consolidated Capital Expenditures (excluding any

BSA Entities Future Capital Expenditures deducted in calculating Excess Cash Flow for the prior fiscal

year period) for such fiscal year to the extent not financed by an incurrence of Indebtedness or issuance of

Capital Stock minus (c) the cash portion of Consolidated Interest Charges for such fiscal year minus (d)

Federal, state and other taxes to the extent the same are paid in cash during such period by or on behalf of

Parent and its Subsidiaries on a consolidated basis for such fiscal year minus (e) Consolidated Scheduled

Funded Indebtedness Payments (other than payments in respect of intercompany debt pursuant to Section

8.02(ee)) made in cash for such fiscal year to the extent not financed by an incurrence of Indebtedness or

issuance of Capital Stock minus (f) increases in Consolidated Working Capital for such fiscal year minus

(g) to the extent otherwise included in Consolidated EBITDA for such fiscal year, insurance proceeds

received by the Borrower or any of its Restricted Subsidiaries during such fiscal year that have been

applied to repair, restore or replace the applicable property or asset or to acquire Real Property,

equipment or other tangible assets to be used or useful in the business of the Borrower and its Restricted

Subsidiaries, or in respect of which a written contract or agreement for such repair, replacement,

restoration or acquisition has been entered into for the application of such insurance proceeds, minus (h)

the aggregate amount of all Sponsor Fees and transaction fees paid in cash during such fiscal year as

permitted under Section 8.06(e), minus (i) all other cash items added back to Consolidated EBITDA

pursuant to clauses (iv) and (vi) through (xvi) of the definition thereof, minus (j) the amount of Restricted

Payments paid during such fiscal year as permitted under Section 8.06 (c), (d), (e) and (h) to the extent

such Restricted Payments were financed with internally generated cash flow of the Borrower and its

Restricted Subsidiaries during such fiscal year, minus (k) the aggregate amount of all proceeds received in

respect of intercompany dispositions for such fiscal year to the extent otherwise increasing Excess Cash

Flow for such fiscal year (such that intercompany dispositions shall have a neutral impact on Excess Cash

Flow) and the amount of mandatory prepayments of Term Loans during such fiscal year as a result of

Dispositions or Involuntary Dispositions, minus (l) the aggregate amount of Acquisitions made during

such fiscal year as permitted pursuant to Section 8.02 to the extent such Acquisitions were financed with

internally generated cash flow of the Borrower and its Restricted Subsidiaries, and except to the extent

such Acquisitions were financed with the proceeds of Indebtedness, Equity Issuances or Dispositions of

the Borrower and its Restricted Subsidiaries, minus (m) cash payments by the Borrower and its Restricted

Subsidiaries in respect of discontinued operations during such period to the extent increasing

Consolidated EBITDA, minus (n) BSA Entities Future Capital Expenditures in an amount not to exceed

$7,500,000, minus (o) for the avoidance of doubt, any cash expenditure made by the Borrower or any

Restricted Subsidiary (that is not funded by the issuance of equity interests of the Borrower or Parent or

an incurrence of Indebtedness) for the purchase of Capital Stock of a Joint Venture in connection with the

exercise of put/call provisions in such Joint Venture’s Joint Venture Agreement, plus (p) cash payments

received by the Borrower and its Restricted Subsidiaries in respect of discontinued operations during such

period to the extent decreasing Consolidated EBITDA plus (q) decreases in Consolidated Working

Capital for such fiscal year plus (r) any unutilized BSA Entities Future Capital Expenditures from the

prior fiscal year period.

“Excluded ETMC Account” has the meaning specified in the definition of “Excluded Property”.

“Excluded Property” means, with respect to any Loan Party, including any Person that becomes a

Loan Party after the Original Closing Date as contemplated by Section 7.12, (a) any fee-owned Real

Property (i) with a fair market value of less than $5,000,000 so long as the fair market value of all such

Real Property owned by Loan Parties that is Excluded Property does not exceed $35,000,000 in the

aggregate or (ii) that is anticipated in good faith to be subject to an MOB Disposition within 18 months

after the Effective Date or, if later, the date such Real Property was acquired (provided that if such Real

Property is not subject to an MOB Disposition with such 18 month period, such Real Property shall no

longer be deemed to be Excluded Property) and all leasehold interests in Real Property ; (b) (A)

commercial tort claims with a value of less than $10,000,000 and (B) motor vehicles and other assets

subject to certificates of title, helicopters and other aircraft, and letter of credit rights (in each case, other

than to the extent such rights can be perfected by filing a UCC-1 financing statement); (c) pledges and

security interests prohibited by applicable law, rule, regulation (in each case, except to the extent such

prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code

of any applicable jurisdiction or similar laws) or which could require governmental (including regulatory)

consent, approval, license or authorization to be pledged (unless such consent, approval, license or

authorization has been received and after giving effect to the applicable anti-assignment provisions of the

Uniform Commercial Code of any applicable jurisdiction); (d) subject to the last sentence of this

definition, equity interests in any Person other than wholly-owned Subsidiaries to the extent not permitted

by the terms of such Person’s organizational or joint venture documents after giving effect to the

applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction; (e)

any lease, license or other agreement to the extent that a grant of a security interest therein would violate

or invalidate such lease, license or agreement or create a right of termination in favor of any other party

thereto (other than the Borrower or any Affiliate thereof) after giving effect to the applicable anti-

assignment provisions of the Uniform Commercial Code of any applicable jurisdiction or similar laws; (f)

those assets as to which the Administrative Agent and the Borrower reasonably agree that the cost or

other consequence of obtaining such a security interest or perfection thereof are excessive in relation to

the value afforded thereby; (g) any governmental licenses or state or local franchises, charters and

authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are

prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the

Uniform Commercial Code of any applicable jurisdiction or similar laws; (h) “intent-to-use” trademark

applications prior to the filing and acceptance of a statement of use; (i) any amount on deposit from time

to time in the Hillcrest Account; (j) solely to the extent required to be excluded from Collateral by the

Relative Rights Agreement, (i) the Purchased Option Assets, (ii) any Landlord Exclusive Assets, (iii) any

Authorizations, (iv) any Facility Provider Agreements, (v) any leasehold mortgage interest or any other

claim in the Master Lease or (vi) any real or personal property (including equipment and fixtures) owned

by the Landlord (as each such term used in this clause (j) is defined in the Relative Rights Agreement);

(k) any equipment or other asset subject to Liens securing the ETMC Acquisition, Permitted Acquisitions,

Sale and Leaseback Transactions, Securitization Transactions (solely with respect to Collateral of a type

that would not constitute ABL Priority Collateral), capital lease obligations or other purchase money debt,

in each case, to the extent such transaction is permitted under this Agreement, if the contract or other

agreement providing for such debt or capital lease obligation prohibits or requires the consent of any third

party as a condition to the creation of any other security interest on such equipment or asset (provided in

the case of acquired assets, such prohibition was in existence at the time of such acquisition and not

created in contemplation thereof) and, in each case, such prohibition or requirement is permitted under the

Loan Documents; (l) all of the equity interests in and assets of Sherman/Grayson Health System, LLC,

LHP Sherman/Grayson, LLC; and (m) any management agreement in respect of a Joint Venture that is

directly or indirectly owned (in part) by LHP and any management agreement in respect of a Physician

Group (other than, for the avoidance of doubt, any fees from such management agreement and other

amounts payable to the manager); provided that, each Loan Party shall use commercially reasonable

efforts to ensure that any management agreement in respect of a Joint Venture or Physician Group entered

into after the Original Closing Date shall not have any restrictions on granting any liens on, or security

interests in, the rights of such Loan Party in such management agreement. In addition, notwithstanding

anything to the contrary contained in this Agreement or in any other Loan Documents, (1) no landlord,

mortgagee or bailee waivers shall be required, (2) no notices shall be required to be sent to account

debtors or other contractual third parties prior to the occurrence and during the continuance of any Event

of Default, (3) no foreign-law governed Collateral Documents or perfection under foreign law shall be

required, (4) the portion of any cash held by any ETMC Subsidiary that represents cash that would be

required to be distributed by the ETMC JV for the benefit of unaffiliated third parties that are not Loan

Parties pursuant to the ETMC JV Agreement shall not be considered Collateral, (5) no control agreements

shall be required to be placed on any deposit or security accounts held by an ETMC Subsidiary (other

than in respect of the Pledged ETMC Distribution Account) so long as such ETMC Subsidiary is subject

to the terms of the ETMC JV Agreement (each, an “Excluded ETMC Account”), (6) the equity interests

owned by any Loan Party in the ETMC JV shall not constitute Excluded Property and (7) no control

agreements shall be required in connection with any “Excluded Deposit Account” (as defined in the ABL

Credit Agreement).

“Excluded Subsidiary” means any (i) Captive Insurance Subsidiary (or any Subsidiary thereof),

(ii) Domestic Subsidiary of any Foreign Subsidiary of the Borrower that is a CFC, (iii) FSHCO, (iv)

subject to the proviso in the definition of “Joint Venture”, Subsidiary that is prohibited by the constituent

documents of such entity (to the extent such agreement was entered into in good faith and not with the

purpose of avoiding the giving of a guarantee), applicable law, rule, regulation or contract (with respect to

any such contract, only to the extent existing on the Original Closing Date or the date the applicable

Person becomes a direct or indirect Subsidiary of the Borrower and so long as any such restriction in any

contract is not entered into in contemplation of such Subsidiary becoming a Subsidiary) from

guaranteeing the Loans or which would require governmental (including regulatory) consent, approval,

license or authorization to provide a guarantee (unless such consent, approval, license or authorization has

been received and upon such receipt, such Subsidiary shall be subject to Section 7.12), (v) non-Wholly

Owned Subsidiary, (vi) Subsidiary where the Borrower and the Administrative Agent reasonably agree

that the cost or other consequence of providing a guarantee is excessive in relation to the value afforded

thereby, (vii)an Unrestricted Subsidiary, (viii) each of the Subsidiaries identified as “Excluded” on

Schedule 6.13, and (ix) each Receivables Subsidiary. Notwithstanding the foregoing, after the Ventas

Purchase Option Assignment, in no event shall any Tenant Subsidiary constitute an Excluded Subsidiary

with respect to the Ventas Purchase Option Term Loans.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other

recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or

under any other Loan Document, (a) Taxes imposed on or measured by its overall net income, and

franchise Taxes imposed on it (in lieu of net income Taxes), by a jurisdiction (or any political subdivision

thereof) as a result of such recipient being organized, having its principal office in, or in the case of any

Lender, having its applicable Lending Office in, such jurisdiction, (b) other than an assignee pursuant to a

request by the Borrower under Section 11.16, any U.S. or non-U.S. federal withholding tax that is

imposed on amounts payable to a Lender pursuant to any Laws in effect at the time such Lender becomes

a party hereto (or designates a new Lending Office), except to the extent that such Lender (or its assignor,

if any) was entitled, immediately prior to the designation of a new Lending Office (or assignment), to

receive additional amounts from any applicable Loan Party with respect to such withholding pursuant to

Section 3.01(a), (c) any withholding Tax that is attributable to such Person’s failure to comply with

Section 3.01(e), (d) any Taxes in the nature of branch profits tax within the meaning of Section 884(a) of

the Internal Revenue Code imposed by any jurisdiction described in clause (a), and (e) any U.S. federal

withholding Tax imposed under FATCA.

“Exclusion Event” means an event or related events resulting in the exclusion of the Borrower or

any of its Subsidiaries from participation in any Medical Reimbursement Program.

“Existing Credit Agreement” has the meaning set forth in the preliminary statements to this

Agreement.

“Existing Incremental Term Loan Maturity Date” has the meaning set forth in Section 2.17(a).

“Existing Term Loan Maturity Date” has the meaning set forth in Section 2.17(a).

“Extended Incremental Term Loan Maturity Date” has the meaning set forth in Section 2.17(b).

“Extended Term Loan Maturity Date” has the meaning set forth in Section 2.17(b).

“Extending Term Lenders” has the meaning set forth in Section 2.17(b).

“Facilities” means, at any time, a collective reference to the facilities and real properties owned,

leased or operated by the Borrower or any Subsidiary.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this

Agreement, or any amended or successor version that is substantively comparable and not materially

more onerous to comply with, any current or future regulations or official interpretations thereof, any

agreements entered into pursuant to current Section 1471(b)(1) of the Internal Revenue Code (or any

amended or successor version described above), and any intergovernmental agreements (and any related

laws or official administrative guidance) implementing the foregoing.

“Federal Funds Rate” means, for any day, the rate calculated by the Federal Reserve Bank of New

York based on such day’s federal funds transactions by depository institutions (as determined in such

manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time)

and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the

federal funds effective rate; provided, that if the Federal Funds Rate for any day is less than zero, the

Federal Funds Rate for such day will be deemed to be zero.

“Fee Letter” means that certain fee letter dated as of the Effective Date between the Borrower and

the Administrative Agent.

“FIRREA” means the Federal Institutions Reform, Recovery and Enforcement Act of 1989, as

amended.

“Fixed Charge Coverage Ratio” means as of any date of determination, with respect to the

Borrower and its Restricted Subsidiaries, the ratio of (x) the aggregate amount of Consolidated EBITDA

of the Borrower and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal

quarters ending prior to the date of such determination for which financial statements have been delivered

pursuant to Section 7.01(a) or (b) to (y) Fixed Charges for such four fiscal quarters.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without

duplication, of:

(1)the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such

period;

(2)the Consolidated Interest Expense of such Person and its Restricted Subsidiaries that was

capitalized during such period; and

(3)all dividends paid, in cash, Cash Equivalents or Indebtedness during such period on any

series of Disqualified Capital Stock of such Person or on Preferred Stock of its Non-Guarantor Restricted

Subsidiaries payable to a party other than the Borrower or a Restricted Subsidiary on a consolidated basis

and in accordance with GAAP.

(4)if since the beginning of such period any Person (that subsequently became a Subsidiary

(excluding all Unrestricted Subsidiaries) or was merged or consolidated with or into the Borrower or any

Subsidiary (excluding all Unrestricted Subsidiaries) since the beginning of such period) will have

incurred any Indebtedness or discharged any Indebtedness, made any disposition or any Investment or

acquisition of assets or property that would have required an adjustment pursuant to clause (1), (2) or (3)

above if made by the Borrower or a Subsidiary (excluding all Unrestricted Subsidiaries) during such

period, Consolidated EBITDA and Fixed Charges for such period will be calculated after giving pro

forma effect thereto as if such transaction occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any calculation under this

definition, the pro forma calculations will be determined in good faith by a responsible financial or

accounting Officer of the Borrower to reflect, without duplication, cost savings, synergies and operating

expense reductions resulting from such Investment, acquisition, disposition, merger or consolidation, in

each case calculated in accordance with and permitted by the definition of “Consolidated EBITDA.” If

any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense

on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the

applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such

Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any

Indebtedness that is being given pro forma effect bears an interest rate at the option of the Borrower, the

interest rate shall be calculated by applying such optional rate chosen by the Borrower.

“Flood Insurance Laws” means collectively, (i) National Flood Insurance Reform Act of 1994

(which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster

Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood

Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the

Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute

thereto.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

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

“FSHCO” means any Domestic Subsidiary that owns no material assets other than the equity

interests of one or more Foreign Subsidiaries of the Borrower that is a CFC.

“Funded Indebtedness” means, as to any Person at a particular time, without duplication, all of

the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all obligations for borrowed money, whether current or long-term (including the

Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan

agreements or other similar instruments (excluding, for the avoidance of doubt, in all cases any

undrawn amounts under the ABL Facility or any other revolving credit facilities);

(b)all purchase money Indebtedness;

(c)the principal portion of all obligations under conditional sale or other title

retention agreements relating to Property purchased by the Borrower or any Restricted Subsidiary

(other than customary reservations or retentions of title under agreements with suppliers entered

into in the ordinary course of business);

(d)all obligations arising under bankers’ acceptances, bank guaranties, surety bonds

and similar instruments, but excluding all obligations arising under letters of credit;

(e)all obligations in respect of the deferred purchase price of property or services

(other than trade accounts payable and accrued expenses in the ordinary course of business and

purchase price adjustments), including without limitation, any Earn-Out Obligations;

(f)all Attributable Indebtedness with respect to Capital Leases, Synthetic Leases

and Sale Leaseback Transactions;

(g)all Attributable Indebtedness with respect to Securitization Transactions;

(h)all preferred stock or other equity interests providing for mandatory redemptions,

sinking fund or like payments prior to the Maturity Date for Term Loans or, if any Incremental

Term Loans shall be outstanding, the maturity date for such Incremental Term Loans

(“Redeemable Stock”); provided that Redeemable Stock shall not include any preferred stock or

other equity interest subject to mandatory redemption if (i) such mandatory redemption may be

satisfied by delivering common stock or some other equity interest not subject to mandatory

redemption or (ii) such mandatory redemption is triggered solely by reason of a “change of

control” and is not required to be paid until after the Obligations are paid in full;

(i)all Funded Indebtedness of others to the extent secured by (or for which the

holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured

by) any Lien on, or payable out of the proceeds of production from, Property owned or acquired

by the Borrower or any Restricted Subsidiary, whether or not the obligations secured thereby

have been assumed (other than any rights of LeaseCo under the Relative Rights Agreement);

(j)all Guarantees with respect to Indebtedness of the types specified in clauses (a)

through (i) above of another Person; and

(k)all Indebtedness of the types referred to in clauses (a) through (j) above of any

partnership or joint venture (other than a joint venture that is itself a corporation or limited

liability company) in which such Person is a general partner or joint venturer, except to the extent

that Indebtedness is expressly made non-recourse to such Person.

For purposes hereof, (x) the amount of any direct obligation arising under bankers’ acceptances, bank

guaranties, surety bonds and similar instruments, but excluding all obligations arising under letters of

credit, shall be the maximum amount available to be drawn thereunder and (y) the amount of any

Guarantee shall be the amount of the Indebtedness subject to such Guarantee.

“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,

consistently applied.

“Governmental Authority” means any nation or government, any state or other political

subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative

tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or

administrative powers or functions of or pertaining to government.

“Governmental Reimbursement Program Cost” means with respect to and payable by the

Borrower and its Restricted Subsidiaries the sum of:

(i)all amounts (including punitive and other similar amounts) agreed to be paid or

payable (A) in settlement of claims or (B) as a result of a final, non-appealable judgment, award

or similar order, in each case, relating to participation in Medical Reimbursement Programs;

(ii)all final, non-appealable fines, penalties, forfeitures or other amounts rendered

pursuant to criminal indictments or other criminal proceedings relating to participation in Medical

Reimbursement Programs; and

(iii)the amount of final, non-appealable recovery, damages, awards, penalties,

forfeitures or similar amounts rendered in any litigation, suit, arbitration, investigation, review or

other legal or administrative proceeding of any kind relating to participation in Medical

Reimbursement Programs.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person

guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable

by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including

any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the

purchase or payment of) such Indebtedness or other payment obligation, (ii) to purchase or lease property,

securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other

payment obligation of the payment or performance of such Indebtedness or other payment obligation, (iii)

to maintain working capital, equity capital or any other financial statement condition or liquidity or level

of income or cash flow of the primary obligor so as to enable the primary obligor to pay such

Indebtedness or other payment obligation, or (iv) entered into for the purpose of assuring in any other

manner the obligee in respect of such Indebtedness or other obligation of the payment thereof or to

protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of

such Person securing any Indebtedness or other payment obligation of any other Person, whether or not

such Indebtedness or other obligation is assumed by such Person. The amount of any Guarantee shall be

deemed to be an amount equal to the stated or determinable amount of the related primary payment

obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or

determinable, the maximum reasonably anticipated liability in respect thereof as determined by the

guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” has the meaning set forth in Section 4.06.

“Guarantors” means Parent and each Material Domestic Subsidiary of the Borrower identified on

the signature pages hereto as a “Guarantor” and each other Person that joins as a Guarantor pursuant to

Section 7.12, together with their successors and permitted assigns; provided that no Excluded Subsidiary

(including the ETMC JV) shall be required to be a Guarantor.

“Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and

the Lenders pursuant to Article IV hereof.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous

or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or

asbestos-containing materials, polychlorinated biphenyls, per- or polyfluoroalkyl substances, radon gas,

infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any

Environmental Law.

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

thereof.

“Hillcrest Account” means that certain Deposit Account with the Bank of Oklahoma in the name

of AHS Hillcrest Medical Center, LLC, and having the account number 209932452, into which funds in

an initial amount approximately equal to $25,000,000 have been deposited and from which funds will be

paid or payable to the Underlying Claim Holder (as defined in the Ardent Acquisition Agreement as in

effect on the Original Closing Date) (including any fines, penalties, assessments, fees, expenses, costs,

judgments, awards and interest and any amount paid with respect to any settlement of a Proceeding (as

defined in the Ardent Acquisition Agreement as in effect on the Original Closing Date)) with respect to

the Underlying Claim (as defined in the Ardent Acquisition Agreement as in effect on the Original

Closing Date).

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by

the Health Information Technology for Economic and Clinical Health Act amendments to the American

Recovery and Reinvestment Act of 2009, and as the same may be amended, modified or supplemented

from time to time, and any successor statute thereto, and any and all rules or regulations promulgated

from time to time thereunder.

“HIPAA Standards” has the meaning specified in Section 7.08.

“HMO” means any health maintenance organization, managed care organization, any Person

doing business as a health maintenance organization or managed care organization, or any Person

required to qualify or be licensed as a health maintenance organization or managed care organization

under applicable federal or state law (including, without limitation, HMO Regulations).

“HMO Business” means the business of owning and operating an HMO or other similar regulated

entity or business.

“HMO Entity” means a Person that is capitalized or licensed as an HMO, conducting HMO

Business or providing managed care services.

“HMO Regulations” means all laws, regulations, directives and administrative orders applicable

under federal or state law to any HMO Entity (and any regulations, orders and directives promulgated or

issued pursuant to any of the foregoing) and all applicable sections of Subchapter XI of Title 42 of the

United States Code (and any regulations, orders and directives promulgated or issued pursuant thereto,

including, without limitation, Part 417 of Chapter IV of Title 42 of the Code of Federal Regulations).

“Hospital” means a hospital, outpatient clinic, outpatient surgical center, long-term care facility,

diagnostic facility, medical office building or other facility or business that is used or useful in or related

to the provision of healthcare services.

“Impacted Loans” has the meaning set forth in Section 3.03(a).

“Incremental Amendment” has the meaning specified in Section 2.14(d).

“Incremental Term Loan Extension Effective Date” has the meaning set forth in Section 2.17(b).

“Incremental Term Loans” has the meaning specified in Section 2.14(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the

following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all Funded Indebtedness and all obligations arising under letters of credit

(including standby and commercial);

(b)net obligations under any Swap Contract;

(c)all Guarantees with respect to outstanding Indebtedness of the types specified in

clauses (a) and (b) above of any other Person; and

(d)all Indebtedness of the types referred to in clauses (a) through (c) above 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.

For purposes hereof (x) the amount of any direct obligations arising under letters of credit

(including standby and commercial) shall be the maximum amount available to be drawn thereunder, (y)

the amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap

Termination Value thereof as of such date and (z) the amount of any Guarantee shall be the amount of the

Indebtedness subject to such Guarantee; provided that, notwithstanding the foregoing, Indebtedness shall

be deemed not to include any Physician Support Obligations or any obligations arising under the Master

Lease (and, for the avoidance of doubt, any Physician Support Obligations and obligations arising under

the Master Lease shall be exempt from Section 8.03).

“Indemnified Liabilities” has the meaning set forth in Section 11.05.

“Indemnified Taxes” means any Taxes other than Excluded Taxes and Other Taxes.

“Indemnitees” has the meaning set forth in Section 11.05.

“Indenture Trustee” means U.S. Bank National Association, as trustee under the 2029 Notes

Indenture.

“Initial Term Commitment” means (a) as to each Person, the obligation of such Person to have

made an Initial Term Loan on the Effective Date to the Borrower pursuant to Section 2.01 in the principal

amount set forth opposite such Person’s name on Schedule 2.01 under the heading “Initial Term

Commitment” and (b) in the case of any Lender that becomes a Lender after the Effective Date, the

amount specified as such Lender’s “Initial Term Commitment” in the Assignment and Assumption

pursuant to which such Lender assumed a portion of the aggregate Initial Term Commitment, in each case

as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the

Initial Term Commitments on the Effective Date is $900,000,000.

“Initial Term Lender” means any Lender that hashad an Initial Term Commitment or any Lender

that has purchased an Initial Term Loan pursuant to one or more Assignment and Assumptions in

accordance with the terms hereof, in each case, prior to the Amendment No. 2 Effective Date.

“Initial Term Loans” means the Term Loans made by the Initial Term Lenders to the Borrower on

the Effective Date pursuant to Section 2.01(a).

“Insurer” means a Person that insures a Patient against certain of the costs incurred in the receipt

by such Patient of Medical Services, or that has an agreement with a Loan Party to compensate such Loan

Party for providing services to a Patient.

“Intercompany Note” means a promissory note substantially in the form of Exhibit K, or such

other promissory note that shall be reasonably satisfactory to the Administrative Agent; it being

understood that (x) the Required Payment Intercompany Note and (y) the intercompany notes evidencing

(i) the Working Capital Intercompany Loans and (ii) the intercompany loan permitted under Section

8.02(ee)(iii) constitute “Intercompany Notes.”

“Intercompany Security Documents” means each security agreement, pledge agreement,

mortgage, deed of trust or other security document reasonably requested by, and in form and substance

reasonably satisfactory to, the Administrative Agent, in each case executed by a Non-Guarantor

Restricted Subsidiary in favor of any Loan Party in accordance with the terms hereof, with such

modifications thereto as are necessary to be in compliance with applicable state law (any such

modifications to be reasonably acceptable to the Administrative Agent).

“Intercreditor Agreement” means (i) if the ABL Credit Agreement in effect is the ABL Credit

Agreement described in clause (i) of the definition thereof, the Intercreditor Agreement dated the Original

Closing Date among the Administrative Agent, the ABL Administrative Agent and the other parties from

time to time party thereto substantially in the form attached hereto as Exhibit P (as amended, restated,

amended and restated, supplemented or otherwise modified from time to time) and (ii) in all other cases,

any Refinancing Intercreditor Agreement.

“Interest Payment Date” means (a) as to any Loan other than a Base Rate Loan, the last Business

Day (subject to Section 2.12(b)) of each Interest Period applicable to such Loan and the Maturity Date for

such Loan; provided, however, that if any Interest Period for a Term SOFR 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, the first day of each calendar quarter and the

Maturity Date with respect to such Base Rate Loan.

“Interest Period” means as to each Term SOFR Loan, the period commencing on the date such

Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date

one, three, six or, if available to, and upon the consent of the Administrative Agent and all applicable

Lenders, such other period that is twelve months or less, as selected by the Borrower in its Loan Notice;

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 with respect to such

Term SOFR Loan.

“Interest Rate Agreement” means, with respect to any Person any interest rate protection

agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement,

interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar

agreement or arrangement as to which such Person is party or a beneficiary.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“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 Capital Stock of another Person, (b)

a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other

acquisition of any other debt or equity participation or interest in, another Person, including any

partnership or joint venture interest in such other Person, or (c) an Acquisition; provided that,

notwithstanding anything to the contrary set forth herein or in any other Loan Document, the LHP Cash

Management Transfer System shall not constitute Investments. 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.

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation

or other taking for public use of, any Property of the Borrower or any Restricted Subsidiary which gives

rise to the receipt by the Borrower or any Restricted Subsidiary of insurance proceeds or condemnation

awards to replace or repair such Property.

“IP Rights” has the meaning set forth in Section 6.17.

“IRS” means the United States Internal Revenue Service.

“Joint Book Runners” means Bank of America, Barclays and JPMorgan, in their capacities as

joint lead arrangers and joint book runners under any of the Loan Documents.

“Joint Venture” of a Person means a corporation, partnership, joint venture, limited liability

company or other business entity (a) of which less than a majority of the shares of Capital Stock having

ordinary voting power for the election of directors or other governing body (other than Capital Stock

having such power only by reason of the happening of a contingency) are at the time beneficially owned,

directly, or indirectly through one or more intermediaries, or both, by such Person and (b) which is not

otherwise a Subsidiary of such Person; provided, however, that Parent and the other Loan Parties shall

cause each of their respective Subsidiaries and Affiliates to use commercially reasonable efforts to ensure

that any Joint Venture Agreements entered into after the Effective Date shall not have any restrictions on

granting any liens on, or security interests in, the Capital Stock held directly or indirectly by a Loan Party

in such Joint Venture. Unless otherwise specified, all references herein to a “Joint Venture” or to “Joint

Ventures” shall refer to a Joint Venture or Joint Ventures of the Borrower.

“Joint Venture Agreements” means the Organization Documents of any Joint Venture existing

from time to time.

“JPMorgan” means JPMorgan Chase Bank, N.A. and its successors.

“JV Clinical Management Agreement” means that certain UTHSCT Clinical Operations

Management Agreement, dated as of February 26, 2018, between ETMC JV and UT Tyler.

“JV Management Agreement” means that certain Company Management Agreement, dated as of

February 26, 2018, between ETMC JV and AHS East Texas.

“JV Sub-Management Agreement” means that certain Company Management Agreement, dated

as of February 26, 2018, between ETMC JV and AHS Management Company, Inc.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties,

rules, guidelines, regulations, ordinances, codes and administrative or judicial 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, in each case whether or not having the force of law.

“LCT Election” has the meaning specified in Section 1.08.

“LCT Test Date” has the meaning specified in Section 1.08.

“LeaseCo” means collectively, the entities listed on the Schedule of Landlords attached to the

Relative Rights Agreement, each a wholly-owned affiliate of Ventas, and their successors, replacements

and permitted assigns in such capacity.

“Lender” means (a) each of the Persons identified as a “Lender” on the signature pages to the

Amendment and Restatement Agreement and their successors and permitted assigns and (b) other Term

Loan Lenders,

“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.

“LHP” means LHP Hospital Group, Inc.

“LHP/ETMC ABL Facility Silo” means the ETMC Credit Facility (as defined in the ABL Credit

Agreement).

“LHP Cash Management Transfer System” means the ordinary course transfer of funds among

LHP, its Subsidiaries and Joint Ventures, in each case consistent with past practices.

“Lien” means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement,

encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or

preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title

retention agreement, and any financing lease having substantially the same economic effect as any of the

foregoing).

“Limited Condition Acquisition” means any acquisition of an Acquired Entity or Business the

consummation of which is not conditioned on the availability of financing.

“Loan Documents” means this Agreement, the Amendment and Restatement Agreement,

Amendment No. 1, Amendment No. 2, each Term Note, the Collateral Documents, the Intercreditor

Agreement, the Relative Rights Agreement, each Loan Notice, each Excess Cash Certificate, the Fee

Letter and each other document, instrument or agreement from time to time executed by the Parent, the

Borrower or any other Loan Party and delivered in connection with this Agreement (including, without

limitation, in connection with the Ventas Purchase Option Term Loans).

“Loan Notice” means a notice of (a) a Borrowing of a Term Loan, (b) a conversion of Loans from

one Type to the other, or (c) a continuation of Term SOFR Loans, pursuant to Section 2.02(a), which

shall be substantially in the form of Exhibit D or such other form as may be reasonably approved by the

Administrative Agent (including any form on an electronic platform or electronic transmission system as

shall be reasonably approved by the Administrative Agent), appropriately completed and signed by a

Responsible Officer of the Borrower.

“Loan Parties” means, collectively, the Borrower and the Guarantors.

“Loans” means an extension of credit by a Lender to the Borrower under Article II in the form of

a Term Loan or Incremental Term Loan, as applicable. For the avoidance of doubt, after the

consummation of the Ventas Purchase Option and the transactions contemplated by Section 2.18, any

reference to “Loans” shall be deemed to refer to Ventas Purchase Option Term Loans and/or Non-Ventas

Purchase Option Term Loans, as applicable.

“Master Lease” means that certain Master Lease Agreement, dated as of August 4, 2015, among

LeaseCo and certain of Affiliates of the Borrower, regarding the lease of LeaseCo’s Real Property to the

Borrower and its Subsidiaries, as amended, restated, supplemented or otherwise modified from time to

time.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect

upon, the operations, business, properties, liabilities (actual or contingent), or financial condition of the

Borrower and its Restricted Subsidiaries, taken as a whole; (b) a material impairment of the ability of the

Borrower and the Guarantors taken as a whole to perform their obligations under the Loan Documents; (c)

a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower or

any Guarantor of any Loan Document to which it is a party or (d) a material impairment of the rights of or

benefits or remedies available to the Lenders or the Administrative Agent taken as a whole under any Loan

Document.

“Material Domestic Subsidiary” means any Wholly Owned Domestic Subsidiary of the Borrower

that is a Restricted Subsidiary and (a) as of the end of any fiscal quarter period, has total assets with a

book value averaging greater than 2.5% of the total assets of the Borrower and its Restricted Subsidiaries

taken as a whole or (b) has revenues for the most recent twelve-month period greater than 2.5% of the

total revenues for the most recent twelve-month period in the aggregate of the Borrower and its Restricted

Subsidiaries taken as a whole; provided that if, at any time and from time to time after the Effective Date,

Wholly Owned Domestic Subsidiaries that are Restricted Subsidiaries but are not Guarantors solely

because they do not meet the thresholds set forth in clauses (a) or (b), together with the other Domestic

Subsidiaries that are Restricted Subsidiaries but are not Guarantors (including (x) all Captive Insurance

Subsidiaries (and any Subsidiaries thereof), but excluding (y) all non-Wholly Owned Subsidiaries and

Joint Ventures) have in the aggregate total assets with a book value averaging greater than 5% of the total

assets of the Borrower and its Restricted Subsidiaries taken as a whole or have in the aggregate revenues

for the most recent twelve-month period greater than 5% of the total revenues for the most recent twelve-

month period of the Borrower and its Restricted Subsidiaries taken as a whole, then the Borrower shall,

not later than forty-five (45) days after the date by which financial statements for such quarter are

required to be delivered pursuant to this Agreement (or such longer period as the Administrative Agent

may agree in its reasonable discretion), (i) designate in writing to the Administrative Agent one or more

of such Wholly Owned Domestic Subsidiaries that are Restricted Subsidiaries as “Material Domestic

Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) comply

with the provisions of Section 7.12 applicable to such Subsidiary (other than Excluded Subsidiaries).

“Maturity and Weighted Average Life to Maturity Limitations” has the meaning set forth in

Section 2.14(b).

“Maturity Date” means the date that is the seven year anniversary of the Effective Date, or, if

such day is not a Business Day, the immediately succeeding Business Day.

“Maximum Rate” has the meaning set forth in Section 11.10.

“Medicaid” means that means-tested entitlement program under Title XIX of the Social Security

Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set

forth at Section 1396, et seq. of Title 42 of the United States Code, as amended, and any statute succeeding

thereto.

“Medicaid Provider Agreement” means an agreement entered into between a state agency or other

such entity administering the Medicaid program and a health care provider or supplier under which the

health care provider or supplier agrees to provide services for Medicaid patients in accordance with the

terms of the agreement and Medicaid Regulations.

“Medicaid Regulations” means, collectively, (i) all federal statutes (whether set forth in Title XIX

of the Social Security Act or elsewhere) affecting Medicaid and any statutes succeeding thereto; (ii) 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 (i) 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 (i) above; (iii) all state

statutes and plans for medical assistance enacted in connection with the statutes and provisions described

in clauses (i) and (ii) above; and (iv) 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 (iii) 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 (ii) above, in each case as may be amended, supplemented or otherwise modified from time to

time.

“Medical Reimbursement Programs” means a collective reference to the Medicare, Medicaid and

TRICARE programs and any other health care program operated by or financed in whole or in part by

any foreign or domestic federal, state or local government and any other non-government funded third

party payor programs.

“Medical Services” means medical and health care services provided to a Patient, including, but

not limited to, medical and health care services provided to a Patient and performed by a Loan Party

which are covered by a policy of insurance issued by an Insurer, and includes physician services, nurse

and therapist services, dental services, hospital services, skilled nursing facility services, comprehensive

outpatient rehabilitation services, home health care services, residential and out-patient behavioral

healthcare services, and medicine or health care equipment provided by a Loan Party to a Patient for a

necessary or specifically requested valid and proper medical or health purpose.

“Medicare” means that government-sponsored entitlement program under Title XVIII of the

Social Security Act, which provides for a health insurance system for eligible individuals, as set forth at

Section 1395, et seq. of Title 42 of the United States Code, as amended, and any statute succeeding

thereto.

“Medicare Provider Agreement” means an agreement entered into between CMS or other such

entity administering the Medicare program on behalf of CMS, and a health care provider or supplier

under which the health care provider or supplier agrees to provide services for Medicare patients 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 Medicare and any statutes succeeding thereto; 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, CMS, the OIG, 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, as

each may be amended, supplemented or otherwise modified from time to time.

“MFN Provisions” has the meaning set forth in Section 2.14(b).

“MOB Disposition” has the meaning set forth in Section 8.05(iii).

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

“Mortgage Instrument” means the fully executed and notarized mortgages, deeds of trust or deeds

to secure debt executed by a Loan Party in favor of the Administrative Agent, as the same may be

amended, modified, restated or supplemented from time to time.

“Mortgaged Property” means (a) the Real Property identified on Schedule 1.01 and (b) each

owned Real Property of the Loan Parties which shall be required to be encumbered by a Mortgage

Instrument delivered after the Original Closing Date pursuant to Section 7.14.

“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.

“NAIC” means the National Association of Insurance Commissioners, a national organization of

insurance regulators.

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by the

Borrower or any Restricted Subsidiary in respect of any Disposition (including the sale of the Capital

Stock in any Joint Venture), Debt Issuance or Involuntary Disposition, net of (a) direct costs incurred in

connection therewith (including, without limitation, legal, accounting and investment banking fees, and

sales commissions), (b) taxes paid or payable as a result thereof and (c) in the case of any Disposition or

Involuntary Disposition by the Borrower or any Restricted Subsidiary thereof, the amount necessary to

retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the Administrative

Agent) on the related Property; it being understood that “Net Cash Proceeds” shall include, without

limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash

consideration received by the Borrower or any Restricted Subsidiary in any Disposition, Debt Issuance or

Involuntary Disposition; provided, however, that if in connection with a Disposition or Involuntary

Disposition the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent

at the time of receipt thereof setting forth the Borrower’s intention to reinvest such proceeds in productive

assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries

(including assets acquired in a Permitted Acquisition), such proceeds shall not constitute Net Cash

Proceeds if (x) within one (1) year of receipt thereof such proceeds are so reinvested and (y) no Event of

Default shall have occurred and shall be continuing at the time of such certificate or at the time such

proceeds are contractually committed to be used; provided further that if prior to the end of such one (1)

year period, such proceeds have not been reinvested but have been contractually committed to be so

reinvested, such proceeds shall not constitute Net Cash Proceeds except to the extent not actually

reinvested within an additional 180-day period following such one (1) year period, at which time such

proceeds shall be deemed to be Net Cash Proceeds.

“Non-Converting Consenting Lender” means a Lender that has elected to be a “Non-Converting

Consenting Lender” on its signature page to Amendment No. 2.

“Non-Debt Fund Affiliate” shall mean an Affiliate of the Borrower that is not a Debt Fund

Affiliate or a Purchasing Borrower Party.

“Non-Extending Term Lenders” has the meaning set forth in Section 2.17(b).

“Non-Guarantor Restricted Subsidiary” means any Restricted Subsidiary of the Borrower which

is not a Loan Party.

“Non-Ventas Purchase Option Term Loans” means the Term Loans outstanding after giving

effect to the Ventas Purchase Option Assignment that are not Ventas Purchase Option Term Loans.

“Non-Recourse Debt” means Indebtedness of a Person:

(1)as to which neither the Borrower nor any Restricted Subsidiary (a) provides any

Guarantee or credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or

instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or

otherwise); and

(2)no default with respect to which (including any rights that the holders thereof may have

to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time

or both) any holder of any other Indebtedness of the Borrower or any Restricted Subsidiary to declare a

default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to

its Stated Maturity.

“Non-Tenant Joinder Agreement” means a joinder agreement substantially in the form of Exhibit

J-1 executed and delivered by a Domestic Restricted Subsidiary (other than a Tenant Subsidiary) in

accordance with the provisions of Section 7.12.

“Non-Tenant Subsidiary Pledge Agreement” means the Pledge Agreement in the form of Exhibit

B-1 dated as of the Original Closing Date executed in favor of the Administrative Agent by each of the

Loan Parties (other than the Tenant Subsidiaries), as amended, modified, restated or supplemented from

time to time.

“Non-Tenant Subsidiary Security Agreement” means the Security Agreement substantially in the

form of Exhibit C-1 dated as of the Original Closing Date executed in favor of the Administrative Agent

by each of the Loan Parties (other than any Tenant Subsidiaries), as amended, modified, restated or

supplemented from time to time.

“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, 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.

“OID” has the meaning assigned in Section 2.14(b).

“OIG” means the Office of Inspector General of HHS and any successor thereof.

“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.

“Original Closing Date” means June 28, 2018.

“Other Appointment and Resignation Documentation” has the meaning assigned to such term in

the Amendment and Restatement Agreement.

“Other Taxes” has the meaning set forth in Section 3.01(b).

“Outstanding Amount” means with respect to any Loans on any date, the aggregate outstanding

principal amount thereof after giving effect to any borrowings and prepayments or repayments of any

Loans occurring on such date.

“PACE Financing” shall mean a financing secured by a real estate tax assessment on a property in

accordance with state and local Laws.

“Parent” has the meaning provided in the introductory paragraph hereto.

“Participant” has the meaning assigned in Section 11.07(d).

“Participant Register” has the meaning set forth in Section 11.07(d).

“Patient” means any Person receiving Medical Services from a Loan Party and all Persons legally

liable to pay a Loan Party for such Medical Services other than Insurers.

“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 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, or in the case of a multiple employer or other plan

described in Section 4064(a) of ERISA, has made contributions at any time during the immediately

preceding five plan years.

“Permitted Acquisition” means, subject to Section 1.08, an Acquisition of at least a majority of

the Voting Stock and the Capital Stock of a Person that becomes a Restricted Subsidiary or an

Acquisition of a substantial portion of the Property of a Person by a Borrower or a Restricted Subsidiary;

provided that (i) the Property acquired (or the Property of the Person acquired) in such Acquisition is

used or useful in the same or a substantially similar line of business (or complementary, supplemental or

ancillary thereto) as the Loan Parties and their Subsidiaries, (ii) in the case of an Acquisition of the

Capital Stock of another Person, the board of directors (or other comparable governing body) of such

other Person shall have duly approved such Acquisition, (iii) immediately prior to and after giving effect

to any such Acquisition, no Event of Default shall have occurred and be continuing, (iv) if the aggregate

consideration for such Acquisition (including Earn-Out Obligations exceeding $10,000,000 in the

aggregate, cash and non-cash consideration, any deferred capital expenditures and any assumption of

liabilities, but excluding (A) any Equity Issuance made to the applicable seller as part of the purchase

price, (B) any portion of the purchase price funded, directly or indirectly, with the proceeds of any

Equity Issuance and (C) any purchase price and/or working capital adjustments) exceeds $10,000,000 in

the aggregate, such Person’s operations, assets and property shall not be subject (directly or indirectly) to

the ETMC JV Agreement and (v) the acquired Person and its Subsidiaries and/or the entity that acquires

such Property, as applicable, shall become Guarantors and pledge Collateral to the extent required

pursuant to Section 7.12 and Section 7.14; provided further that the aggregate amount of Permitted

Acquisitions of Non-Guarantor Restricted Subsidiaries and of entities that become ETMC Subsidiaries

and Permitted Acquisitions by Non-Guarantor Restricted Subsidiaries or ETMC Subsidiaries, when

taken together with the aggregate amount of Investments pursuant to Section 8.02(i) shall not exceed the

greater of (x) $140,000,000 and (y) 30% of Consolidated EBITDA.

“Permitted Investments” means, at any time, Investments by the Borrower and its Restricted

Subsidiaries permitted to exist at such time pursuant to the terms of Section 8.02.

“Permitted IRB Transaction” means any transaction in which (x) a Governmental Authority

issues industrial revenue bonds or other similar tax-exempt securities (the “Applicable Securities”) in

connection with the financing of assets (the “Applicable Assets”) that would not otherwise qualify as

Collateral (including any issuances in connection with financing the business acquired pursuant to the

Topeka Acquisition) and (y) the Borrower or a Restricted Subsidiary purchases in cash (the “Applicable

Cash”) such Applicable Securities; provided that (a) no Person other than the Borrower or a Restricted

Subsidiary may hold such Applicable Securities or be entitled to exercise any rights or remedies with

respect thereto, (b) no assets other than the Applicable Assets or the Applicable Cash may secure such

Applicable Securities and (c) neither the Borrower nor any Restricted Subsidiary may be an obligor with

respect to such Applicable Securities.

“Permitted Liens” means, at any time, Liens in respect of Property of the Borrower and its

Restricted Subsidiaries permitted to exist at such time pursuant to the terms of Section 8.01.

“Permitted Merger” has the meaning set forth in Section 8.04.

“Permitted Sale Leaseback” means any Sale and Leaseback Transaction consummated by the

Borrower or any Restricted Subsidiary after the Original Closing Date; provided that (a) no Default or

Event of Default shall have occurred or be continuing or would result therefrom, (b) after giving pro

forma effect thereto, the Senior Secured Net Leverage Ratio (calculated on a Pro Forma Basis) does not

exceed 3.75:1.00, (c) no less than 75% of the aggregate consideration received in such Sale and

Leaseback Transaction shall be in cash and Cash Equivalents, (d) the Borrower or the applicable

Restricted Subsidiary shall receive at least fair market value (as determined by the Borrower in good

faith) for any property disposed of in such Sale and Leaseback Transaction and (e) the Net Cash Proceeds

thereof shall be applied in accordance with Section 2.05(b)(ii).

“Person” means any natural person, corporation, limited liability company, trust, joint venture,

association, company, partnership, Governmental Authority or other entity.

“Physician Groups” means MPV New Jersey MD Services, P.C., and any other similar

professional corporation, limited liability company, partnership or other entity that provides or arranges

medical services in a state that only permits the equity interests of such entity to be held by one or more

licensed physicians or licensed professionals or professional entities.

“Physician Support Obligation” means:

(1)a loan to or on behalf of, or a Guarantee of Indebtedness of or income of, (x) a

physician or healthcare professional providing service to patients in the service area of a Hospital

operated by the Borrower or any Restricted Subsidiary or (y) any independent practice association or

other entity that is majority owned by any Person or group of Persons described in clause (x), in either

case made or given by the Borrower or any Restricted Subsidiary

(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)Guarantees by the Borrower or any Restricted Subsidiary of leases and loans to

acquire property (real or personal) for or on behalf of a physician, healthcare professional or any

independent practice association or other entity that is majority owned by any Person or group of Persons

described in clause (x) above providing service to patients in the service area of a Hospital operated by

the Borrower or any Restricted Subsidiary.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA)

established or maintained by the Borrower.

“Platform” has the meaning specified in Section 7.02.

“Pledge Agreements” means the Tenant Subsidiary Pledge Agreement and the Non-Tenant

Subsidiary Pledge Agreement.

“Pledged ETMC Distribution Account” has the meaning specified in Section 8.16.

“Preferred Stock” as applied to the Capital Stock of any corporation, means Capital Stock of any

class or classes (however designated) that is preferred as to the payment of dividends upon liquidation,

dissolution or winding up.

“Prepayment Notice” means a notice by the Borrower to prepay Loans, which shall be

substantially in the form of Exhibit E (or such other form as the Administrative Agent may approve).

“Privacy Standards” has the meaning specified in Section 7.08.

“Pro Forma Basis” means, for all purposes hereof, that any Disposition, Involuntary Disposition

or Acquisition, any Approved Hospital Swap and the incurrence of any Loan or any Subordinated

Indebtedness shall be deemed to have occurred as of the first day of the most recent four fiscal quarter

period in respect of which financial statements have been delivered (or are already required to have been

delivered) hereunder preceding the date of such transaction or incurrence. In connection with the

foregoing, (a) with respect to any Disposition or Involuntary Disposition, (i) income statement and cash

flow statement items (whether positive or negative) attributable to the Property disposed of shall be

excluded to the extent relating to any period occurring prior to the date of such transaction and (ii)

Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the

applicable period and (b) with respect to any Acquisition, (i) income statement items attributable to the

Person or Property acquired shall be included to the extent relating to any period applicable in such

calculations to the extent (A) such items are not otherwise included in such income statement items for

the Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set

forth in Section 1.01 and (B) such items are supported by financial statements or other information

reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or assumed by the

Borrower or any Subsidiary (including the Person or Property acquired) in connection with such

transaction and any Indebtedness of the Person or Property acquired which is not retired in connection

with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable

period and (B) if such Indebtedness has a floating or formula rate, shall have 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. Furthermore, pro

forma calculations of Consolidated EBITDA shall not give effect to anticipated cost savings, synergies,

operating expense reductions and/or increases to Consolidated EBITDA for the applicable period, except

in cases where factually supportable and identifiable pro forma cost savings and/or increases to

Consolidated EBITDA for the applicable period with respect to an Acquisition (in each case reasonably

expected to occur within 24 months of the respective date of such Acquisition) that are attributable to

such Acquisition are demonstrated in writing by the Borrower (with supporting calculations) to the

Administrative Agent at the time of the relevant Acquisition; provided, further, that the add backs for cost

savings and/or increases to Consolidated EBITDA for any applicable period for all Acquisitions (other

than the ETMC Acquisition and the Topeka Acquisition) shall not, without the written consent of the

Required Lenders, exceed twenty-five percent (25%) of Consolidated EBITDA prior to giving effect to

such Acquisition for the applicable period.

“Pro Rata Share” means, with respect to such Lender’s outstanding Term Loan at any time, a

fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the

principal amount of the Term Loan held by such Lender at such time and the denominator of which is the

aggregate principal amount of the Term Loans outstanding at such time. The Pro Rata Share of each

Lender as of the Effective Date is set forth opposite the name of such Lender on Schedule 2.01.

“Property” means any interest of any kind in any property or asset, whether real, personal or

mixed, or tangible or intangible.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor,

as any such exemption may be amended from time to time.

“Public Equity Offering” means an underwritten public offering of common stock of and by the

Parent (or any parent thereof) or the Borrower pursuant to a registration statement filed with the SEC in

accordance with the Securities Act, which yields not less than $50,000,000 in Net Cash Proceeds to the

Parent (or any parent thereof) or the Borrower, as applicable.

“Public Lender” has the meaning set forth in Section 7.02.

“Purchasing Borrower Party” shall mean the Borrower or any Subsidiary of the Borrower that

becomes an Eligible Assignee or Participant pursuant to Section 11.07(i).

“QFC” has the meaning set forth in Section 11.23.

“QFC Credit Support” has the meaning set forth in Section 11.23.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding

$10,000,000 or that qualifies at such time as an “eligible contract participant” under the

Commodity Exchange Act and can cause another person to qualify as an “eligible contract

participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral

or other estate) in and to any and all parcels of or interests in real property owned, leased or occupied by

any Person, whether by lease, license or other means, together with, in each case, all easements,

hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and

equipment, all general intangibles and contract rights and other property and rights incidental to the

ownership, lease or operation thereof.

“Receivables Subsidiary” means any special purpose Wholly Owned Subsidiary of the Borrower

(i) that acquires accounts receivable generated by the Borrower or any of its Subsidiaries, (ii) that engages

in no operations or activities other than those related to a Securitization Transaction and (iii) except

pursuant to Standard Securitization Undertakings, (x) no portion of the obligations (contingent or

otherwise) of which is recourse to or obligates the Borrower or any of its Restricted Subsidiaries in any

way, and (y) with which neither the Borrower nor any of its Restricted Subsidiaries has any contract,

agreement, arrangement or understanding 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 who are not Affiliates of

the Borrower.

“Redeemable Stock” has the meaning specified in the definition of “Funded Indebtedness.”

“Refinancing Amendment” has the meaning assigned to such term in Section 2.16(c).

“Refinancing Effective Date” has the meaning assigned to such term in Section 2.16(a).

“Refinancing Intercreditor Agreement” means an intercreditor agreement among, inter alia, the

Administrative Agent and one or more representatives for holders of the ABL Facility, in form and

substance reasonably acceptable to the Administrative Agent, as such intercreditor agreement may be

amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

The Refinancing Intercreditor Agreement shall be substantially consistent with the Intercreditor

Agreement (but which may give effect to modifications determined by the Administrative Agent to be

reasonably consistent with then current market practices and customs) and otherwise reasonably

satisfactory to the Administrative Agent and the Borrower.

“Refinancing Term Loans” has the meaning assigned to such term in Section 2.16(a).

“Register” has the meaning set forth in Section 11.07(c).

“Relative Rights Agreement” means that certain relative rights agreement substantially in the

form of Exhibit R hereto, dated as of the Original Closing Date, among, inter alia, the Administrative

Agent, the ABL Administrative Agent, the ABL Collateral Agent, the Indenture Trustee and LeaseCo,

setting out the relative rights and privileges of the Administrative Agent, the ABL Administrative Agent,

the ABL Collateral Agent, the Indenture Trustee and LeaseCo with respect to certain rights and remedies

in respect of the permitted Creditor Obligations (as defined therein) and the Lease Obligations (as defined

therein), as amended, restated, supplemented or otherwise modified from time to time.

“Relevant Governmental Body” means the FRB or the Federal Reserve Bank of New York, or a

committee officially endorsed or convened by the FRB or the Federal Reserve Bank of New York, or any

successor thereto.

“Replacement Lender” has the meaning specified in Section 11.16.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the

regulations issued thereunder, other than events for which the thirty-day notice period has been waived.

“Repricing Event” means (i) any prepayment or repayment of the Term Loans with the proceeds

of, or any conversion of Term Loans into, any new or replacement Indebtedness the primary purpose of

which is to reduce the all-in-yield applicable to the Term Loans and (ii) any amendment to this

Agreement the primary purpose of which is to reduce the all-in-yield applicable to the Term Loans (other

than any prepayment, repayment or amendment of this Agreement in connection with any transaction that

would, if consummated, constitute a Change of Control or initial Public Equity Offering).

“Required Lenders” means, at any time, Lenders holding in the aggregate more than fifty percent

(50%) of the outstanding Term Loans and participations therein as such aggregate outstanding Term

Loans may be increased pursuant to Incremental Term Loans. The outstanding Term Loans held or

deemed held by, any Defaulting Lender and the outstanding Term Loans held or deemed held by any

Non-Debt Fund Affiliate shall be excluded for purposes of making a determination of Required Lenders.

“Required Payment Intercompany Note” means that certain amended and restated promissory

note, dated as of June 28, 2018, made by AHS East Texas in favor of AHS Legacy Operations, LLC in an

initial aggregate principal amount equal to $205,000,000, as amended, restated, supplemented or modified

from time to time.

“Rescindable Amount” has the meaning specified in Section 2.12(d)(i).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial

Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial officer, chief

operating officer, controller, senior vice president, vice president or treasurer of a Loan Party and, solely

for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan

Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other

officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the

applicable Loan Party and the Administrative Agent. 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 any dividend or other distribution (whether in cash, securities or

other property) with respect to any Capital Stock of the Parent, the Borrower or any Restricted

Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or

similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or

termination of any such Capital Stock or of any option, warrant or other right to acquire any such Capital

Stock.

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

Subsidiary. The ETMC JV shall be considered a Restricted Subsidiary for all purposes of this Agreement

and the other Loan Documents.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC

business.

“Sale and Leaseback Transaction” means, with respect to the Borrower or any Restricted

Subsidiary, any arrangement, directly or indirectly, with any person whereby the Borrower or such

Restricted Subsidiary shall sell or transfer any property, real or personal, used or useful in its business,

whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that

it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“SEC” means the Securities and Exchange Commission or any Governmental Authority

succeeding to any of its principal functions.

“Secured Parties” means the Administrative Agent and the Lenders.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations

promulgated thereunder.

“Securitization Transaction” means any transaction or series of transactions that may be entered

into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or any Restricted

Subsidiary may sell, convey or otherwise transfer pursuant to customary terms to a Receivables

Subsidiary or any other Person, or grant a security interest in, any accounts receivable (whether now

existing or arising in the future) of the Borrower or any of its Restricted Subsidiaries, and any assets

related thereto, including all collateral securing such accounts receivable, all contracts and all guarantees

or other obligations in respect of such accounts receivable, all proceeds of such accounts receivable and

other assets that are customarily transferred or in respect of which security interests are customarily

granted in connection with sales, factoring or securitization transactions involving accounts receivable;

provided that no portion of the obligations (contingent or otherwise) is recourse to or obligates the

Borrower or any of its Restricted Subsidiaries in any way other than pursuant to the Standard

Securitization Undertakings.

“Security Agreements” means, collectively, the Tenant Subsidiary Security Agreement and the

Non-Tenant Subsidiary Security Agreement.

“Security Standards” has the meaning set forth in Section 7.08.

“Senior Secured Net Leverage Ratio” means, as of any date of determination, the ratio of (a) the

sum of (i) Consolidated Indebtedness that is secured by a Lien on any property or assets of the Borrower

or any of its Restricted Subsidiaries as of such date minus (ii) unrestricted cash and Cash Equivalents held

by the Borrower and its Restricted Subsidiaries on such date (provided that (x) any cash or Cash

Equivalents in (i) the LHP Cash Management Transfer System or (ii) that are held by an ETMC

Subsidiary that are not in the Pledged ETMC Distribution Account or, in each case, a Controlled Account

shall be deemed to be restricted cash, and (y) any cash or Cash Equivalents received from CARES Act

related funding (including any cash and Cash Equivalents in respect of Medicare accelerated payments

and payroll tax deferrals) shall be deemed to be restricted cash for so long as such cash and cash

equivalents are required to be repaid) to (b) Consolidated EBITDA for the period of the four fiscal

quarters most recently ended.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant

Subsidiary” of the Borrower within the meaning of Rule 1-02 under Regulation S-X promulgated by the

U.S. Securities and Exchange Commission, as in effect on the Effective Date.

“Similar Business” means any business conducted or proposed to be conducted by the Borrower

and its Restricted Subsidiaries on the Effective Date or any business that is similar, reasonably related,

incidental, complementary or ancillary thereto, or that constitutes a reasonable extension or expansion

thereof.

“SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve

Bank of New York (or a successor administrator).

“SOFR Adjustment” means 0.11448% (11.448 basis points) for an Interest Period of one-month’s

duration, 0.26161% (26.161 basis points) for an Interest Period of three-months’ duration, 0.42826%

(42.826 basis points) for an Interest Period of six-months’ duration, and 0.71513% (71.513 basis points)

for an Interest Period of twelve-months’ duration.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such

date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other

commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and

does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts

and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a

transaction, and is not about to engage in a business or a transaction, for which such Person’s Property

would constitute unreasonably small capital after giving due consideration to the prevailing practice in the

industry in which such Person is engaged or is to engage, (d) the fair value measured on a going concern

basis of the Property of such Person is greater than the total amount of liabilities, including, without

limitation, contingent liabilities, of such Person and (e) the present fair salable value measured on a going

concern basis of the assets of such Person is not less than the amount that will be required to pay the

probable liability of such Person on its debts as they become absolute and matured. In computing the

amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the

amount which, in light of all the facts and circumstances existing at such time, represents the amount that

can reasonably be expected to become an actual or matured liability.

“Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under

the Commodity Exchange Act (determined prior to giving effect to Section 4.08).

“Specified Representations” means those representations and warranties made by the Loan Parties

in Sections 6.01, 6.02, 6.03, 6.04, 6.06(a), 6.14, 6.18, 6.19(i) and 6.25.

“Sponsor” means EGI-AM Investments, L.L.C. and any Affiliate thereof.

“Sponsor Fees” means the fees payable by the Parent or any of the Restricted Subsidiaries of the

Parent to the Sponsor or any Affiliate of the Sponsor pursuant to a management or services agreement

approved by the board of directors of the Parent or any Restricted Subsidiary of the Parent, in each case,

to the extent such fees are for services provided to Parent and its Restricted Subsidiaries.

“Sponsor Group” means the collective reference to (i) the Sponsors and (ii) any other Person that

directly or indirectly, is in control of, is controlled by, or is under common control with, the Sponsor

(other than portfolio companies). For purposes of this definition, “control” of a Person means the power,

directly or indirectly, to direct or cause the direction of the management and policies of such Person

whether by contract or otherwise.

“Standard Securitization Undertakings” means all representations, warranties, covenants and

indemnities entered into by the Borrower or any Restricted Subsidiary which are customary in

securitization transactions involving accounts receivable.

“Stated Maturity” means, with respect to any security, the date specified in the agreement

governing or certificate relating to such Indebtedness as the fixed date on which the final payment of

principal of such security is due and payable, including pursuant to any mandatory redemption provision,

but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to

the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means any unsecured Indebtedness of the Borrower or any

Restricted Subsidiary which by its terms is expressly subordinated in right of payment to the prior

payment of the Obligations under this Agreement and the other Loan Documents; provided that (i) no

Default or Event of Default shall have occurred and be continuing immediately prior to or after giving

effect to such issuance, (ii) the definitive documentation (including without limitation the subordination

provisions) for such Subordinated Indebtedness shall be not more restrictive, taken as a whole, than this

Agreement, (iii) such Subordinated Indebtedness shall mature after the date that is ninety (90) days after

the Maturity Date applicable to Term Loans (or if any Incremental Term Loans shall be outstanding as of

the date of issuance of such Subordinated Indebtedness, the maturity date applicable to such Incremental

Term Loans), (iv) such Subordinated Indebtedness shall contain no interim amortization or prepayment

events (other than customary change of control or asset sale events) and (v) such Subordinated

Indebtedness shall contain no financial maintenance covenants. For the avoidance of doubt, Subordinated

Indebtedness shall not include any intercompany Indebtedness among the Loan Parties.

“Subordinated Indebtedness Documents” means all agreements, documents and instruments

evidencing or governing any Subordinated Indebtedness, as such Subordinated Indebtedness Documents

may be amended, restated, supplemented or modified from time to time in accordance with the terms

hereof.

“Subsequent Transaction” has the meaning specified in Section 1.08.

“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 Capital Stock having ordinary

voting power for the election of directors or other governing body (other than Capital Stock 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; provided, however, that the Physician Groups are not owned or controlled by the

Loan Parties and shall not be deemed Subsidiaries or Restricted Subsidiaries of the Loan Parties for any

purpose under the Loan Documents (although the Physician Groups are not Subsidiaries of the Loan

Parties, if the Loan Parties manage the non-clinical aspects of a Physician Group, the terms and

conditions of Articles III, VII, VIII and IX hereof will apply as if the Physicians Groups were Non-

Guarantor Restricted Subsidiaries), except that such entities may be included in any Loan Party’s or

Parent’s consolidated financial statements. Unless the context requires otherwise, a “Subsidiary” shall be

deemed to be a Subsidiary of the Borrower. The ETMC JV shall be considered a Subsidiary for all

purposes of this Agreement and the other Loan Documents.

“Subsidiary Redesignation” shall have the meaning assigned to such term in the definition of

“Unrestricted Subsidiary” contained in this Section 1.01.

“Successor Agency Agreement” has the meaning assigned to such term in the Amendment and

Restatement Agreement.

“Supported QFC” has the meaning set forth in Section 11.23.

“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 Obligations” means with respect to any Guarantor any obligation to pay or perform under

any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of

the Commodity Exchange Act.

“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 mark-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).

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan

or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed

money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear

on the balance sheet under GAAP.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings,

assessments, fees or other charges imposed by any Governmental Authority, and all liabilities with

respect thereto (including any interest, fines, additions to tax or penalties).

“Tax Group” has the meaning set forth in Section 8.06(d).

“Tenant Joinder Agreement” means a joinder agreement substantially in the form of Exhibit J-2

executed and delivered by a Domestic Restricted Subsidiary that is a Tenant Subsidiary in accordance

with the provisions of Section 7.12.

“Tenant Subsidiaries” means, collectively, those Subsidiaries of Parent that are “Tenants” as

defined in the Master Lease as in effect on the Original Closing Date and any other Subsidiaries of Parent

that become Tenants under the Master Lease and the Subsidiaries of such “Tenants”. For the avoidance

of doubt, no Loan Party (whether existing on the Original Closing Date or formed or acquired after the

Original Closing Date) may be subsequently designated as a Tenant Subsidiary hereunder.

“Tenant Subsidiary Pledge Agreement” means the Pledge Agreement in the form of Exhibit B-2

dated as of the Original Closing Date executed in favor of the Administrative Agent by each of the Tenant

Subsidiaries that is a Loan Party and each Loan Party that is the direct parent of a Tenant Subsidiary, as

amended, modified, restated or supplemented from time to time.

“Tenant Subsidiary Security Agreement” means the Security Agreement substantially in the form

of Exhibit C-2 dated as of the Original Closing Date executed in favor of the Administrative Agent by

each of the Tenant Subsidiaries that is a Loan Party, as amended, modified, restated or supplemented

from time to time.

“Term B-1 Lender” means any Lender that had made a Term B-1 Loan or any Lender that has

purchased a Term B-1 Loan pursuant to one or more Assignment and Assumptions in accordance with the

terms hereof, in each case prior to the Effective Date.

“Term B-1 Loans” means the term loans made by the Term B-1 Lenders to the Borrower on

February 23, 2021.

“Term Loans” means any Initial Term Loan, 2024 Term B Loan or any Incremental Term Loan,

as the context may require. For the avoidance of doubt, after the consummation of the Ventas Purchase

Option and the transactions contemplated by Section 2.18, any reference to “Term Loans” shall be

deemed to refer to Ventas Purchase Option Term Loans and/or Non-Ventas Purchase Option Term Loans,

as applicable.

“Term Loan Commitments” means the commitment of a Term Loan Lender to make Term Loans,

including for the avoidance of doubt, the Initial Term Commitment or 2024 Term B Commitment.

“Term Loan Extension Effective Date” has the meaning set forth in Section 2.17(b).

“Term Loan Lender” means any Lender that had a Term Loan Commitment or any Lender that

has purchased a Term Loan pursuant to one or more Assignment and Assumptions in accordance with the

terms hereof.Initial Term Lender or any 2024 Term B Lender, as the context may require.

“Term Note” has the meaning specified in Section 2.11.

“Term SOFR” means, (a) for any Interest Period with respect to a Term SOFR Loan, the rate per

annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the

commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the

rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term

SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in

each case, plus the SOFR Adjustment for such Interest Period and (b) for any interest calculation with

respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two

U.S. Government Securities Business Days prior to such date with a term of one month commencing that

day; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term

SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day

immediately prior thereto, in each case, plus the SOFR Adjustment for such term; provided that if Term

SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would

otherwise be less than 0.50%, the Term SOFR shall be deemed 0.50% for purposes of this Agreement.

“Term SOFR Loan” means a Loan that bears interest at a rate based on clause (a) of the definition

of Term SOFR.

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or

any successor administrator satisfactory to the Administrative Agent) and published on the applicable

Reuters screen page (or such other commercially available source providing such quotations as may be

designated by the Administrative Agent from time to time).

“Threshold Amount” means $60,000,000.

“Topeka Acquisition” means the acquisition by Topeka Health System, LLC of substantially all

of the assets used in the operation of (i) St. Francis Health Center, Inc., (ii) St. Francis Physician Clinics,

(iii) St. Francis Accountable Health Network, Inc., and (iv) an operating division of Med-Care of Kansas,

Inc., doing business as Integrated Nuclear Enterprises.

“Transaction” means, collectively, (a) the entry into and performance of the Relative Rights

Agreement, (b) the entry into and funding under the Existing Credit Agreement, the ABL Credit

Agreement dated as of June 28, 2018 among the Borrower, AHS East Texas Health System, LLC, Parent,

certain Subsidiaries of the Borrower as borrowers or guarantors, the lenders party thereto, the collateral

agent thereunder and the administrative agent thereunder, as amended, restated, supplemented or modified

from time to time, and the 2026 Notes Indenture, (c) the repayment of the indebtedness existing on June

28, 2018 of the Borrower and its Subsidiaries and (d) the payment of related fees and expenses.

“TRICARE” means the United States Department of Defense health care program for service

families including, but not limited to, TRICARE Prime, TRICARE Extra and TRICARE Standard, and

any successor to or predecessor thereof (including, without limitation, CHAMPUS).

“Triggering Event” has the meaning ascribed to such term in the Relative Rights Agreement as in

effect on the Original Closing Date.

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

“U.S. Government Securities Business Day” means any Business Day, except any Business Day

on which any of the Securities Industry and Financial Markets Association, the New York Stock

Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal

holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

“U.S. Special Resolution Regimes” has the meaning set forth in Section 11.23.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the

PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential

Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from

time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain

credit institutions and investment firms, and certain affiliates of such credit institutions or investment

firms.

“UK Resolution Authority” means the Bank of England or any other public administrative

authority having responsibility for the resolution of any UK Financial Institution.

“Unaudited Financial Statements” means the consolidated unaudited financial statements of

Parent and its Subsidiaries for the fiscal quarters ending March 31, 2021 and June 30, 2021.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under

Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in

accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the

Internal Revenue Code for the applicable plan year.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time

in the State of New York.

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

“United States Tax Compliance Certificate” has the meaning set forth in Section 3.01(e)(ii)(III).

“Unrestricted Subsidiary” means (1) any Subsidiary of the Borrower identified as an Unrestricted

Subsidiary on Schedule 6.13, (2) any other Subsidiary of the Borrower, whether now owned or acquired

or created after the Effective Date, that is designated by the Borrower as an Unrestricted Subsidiary

hereunder by written notice to the Administrative Agent; provided, that the ETMC JV may not be

designated as an Unrestricted Subsidiary, provided further that the Borrower shall only be permitted to so

designate a new Unrestricted Subsidiary after the Effective Date so long as (a) no Default or Event of

Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to

such designation, the Fixed Charge Coverage Ratio shall not be less than 2.00:1.00, (c) such Subsidiary or

any of its Subsidiaries has not Guaranteed any Capital Stock or Indebtedness of or have any Investment

in, the Borrower or any Restricted Subsidiary and does not hold any Liens on any property or assets of

the Borrower or any Restricted Subsidiary, (d) all the Indebtedness of such Subsidiary and its Subsidiaries

shall, at the date of designation, and will for so long as it is an Unrestricted Subsidiary, consist of Non-

Recourse Debt, (e) the aggregate fair market value of all outstanding Investments of the Borrower and its

Restricted Subsidiaries in such Subsidiary complies with Section 8.02 and Section 8.06, (f) such

Subsidiary is a Person with respect to which neither the Borrower nor any of its Restricted Subsidiaries

has any direct or indirect obligation to maintain or preserve such Person’s financial condition or to cause

such Person to achieve any specified levels of operating results, (g) except as permitted by Section 8.08,

on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any

agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary with

terms substantially less favorable to the Borrower or such Restricted Subsidiary, when taken as a whole,

than those that would have been obtained from Persons who are not Affiliates of the Borrower and (h) the

Borrower shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer

of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (g) and (3)

any Subsidiary of an Unrestricted Subsidiary. The Borrower may designate or redesignate any

Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each, a “Subsidiary

Redesignation”); provided, that other than with respect to any Tenant Subsidiary after the Ventas

Purchase Option Assignment (i) no Default or Event of Default has occurred and is continuing or would

result therefrom, (ii) immediately after giving effect to such designation, the Fixed Charge Coverage

Ratio shall not be less than 2.00:1.00 and (iii) the Borrower shall have delivered to the Administrative

Agents an officer’s certificate executed by a Responsible Officer of the Borrower, certifying to the best of

such officer’s knowledge, compliance with the requirement of preceding clauses (i) and (ii); provided,

further, that other than with respect to any Tenant Subsidiary after the Ventas Purchase Option

Assignment no Unrestricted Subsidiary that has been designated as a Restricted Subsidiary pursuant to a

Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary; provided further, that

after a Ventas Purchase Option Assignment, no Tenant Subsidiary shall be designated as an Unrestricted

Subsidiary for purposes of the separate loan documentation documenting the Ventas Purchase Option

Term Loans pursuant to Section 2.18(b)(3). The designation of any Unrestricted Subsidiary as a

Restricted Subsidiary shall constitute the incurrence at the time of designation of any Investment,

Indebtedness or Liens of such Subsidiary existing at such time.

“UT Tyler” means The University of Texas Health Science Center at Tyler.

“UT Tyler Properties” means those properties of UT Tyler subject to the ETMC JV Agreement.

“Ventas” means Ventas, Inc., a Delaware corporation.

“Ventas Asset Purchase Gross Proceeds Amount” has the meaning ascribed to such term in

Section 2.05(b)(iv).

“Ventas Asset Purchase” means the consummation of the transactions contemplated by Section

2.3 of the Relative Rights Agreement (as in effect on the Original Closing Date), including the exercise

and consummation of the “Landlord Asset Purchase Option” (as defined in the Relative Rights

Agreement as in effect on the Original Closing Date).

“Ventas Assignees” shall have the meaning ascribed to such term in Section 2.18(a).

“Ventas Purchase Option” means the consummation of the transactions contemplated by Section

2.6 of the Relative Rights Agreement (as in effect on the Original Closing Date).

“Ventas Purchase Option ABL Amount” has the meaning ascribed to such term in Section

2.18(a).

“Ventas Purchase Option ABL Loans” has the meaning ascribed to such term in Section 8.03(p).

“Ventas Purchase Option Amendment” has the meaning ascribed to such term in Section 2.18(c).

“Ventas Purchase Option Assignment” has the meaning ascribed to such term in Section 2.18(a).

“Ventas Purchase Option Gross Proceeds Amount” has the meaning ascribed to such term in

Section 2.18(a).

“Ventas Purchase Option Term Loan Agent” means an institution appointed by the Ventas

Assignee to act as administrative agent and collateral agent with respect to the Ventas Purchase Option

Term Loans.

“Ventas Purchase Option Term Loan Amount” has the meaning ascribed to such term in Section

2.18(a).

“Ventas Purchase Option Term Loans” has the meaning ascribed to such term in Section 2.18(a).

“Voting Stock” means, with respect to any Person, Capital Stock issued by such Person the

holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of

directors (or persons performing similar functions) of such Person, even though the right so to vote has

been suspended by the happening of such a contingency; provided, however, that Voting Stock shall not

include any preferred class of Capital Stock of any Person solely by reason of the right of such class to

elect one or more members of the board of directors (or similar governing body) of such Person, unless

such class is generally entitled to vote on any matter submitted to the holders of common classes of

Capital Stock.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the

number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount

of each then remaining installments, sinking fund, serial maturity or other required payments of principal,

including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the

nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then

outstanding principal amount of such Indebtedness.

“Wholly Owned Domestic Subsidiary” means any Wholly Owned Subsidiary that is a Domestic

Subsidiary.

“Wholly Owned Subsidiary” means any Person 100% of whose Capital Stock (other than

directors’ qualifying shares) is at the time owned by the Borrower directly or indirectly through other

Persons 100% of whose Capital Stock is at the time owned, directly or indirectly, by the Borrower.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority,

the write-down and conversion powers of such EEA Resolution Authority from time to time under the

Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers

are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any

powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or

change the form of a liability of any UK Financial Institution or any contract or instrument under which

that liability arises, to convert all or part of that liability into shares, securities or obligations of that

person or any other person, to provide that any such contract or instrument is to have effect as if a right

had been exercised under it or to suspend any obligation in respect of that liability or any of the powers

under that Bail-In Legislation that are related to or ancillary to any of those powers.

“Working Capital Intercompany Loans” has the meaning set forth in Section 8.02(ee).

1.02Other 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.

(ii)Article, Section, Exhibit and Schedule references are to the Loan Document in

which such reference appears.

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

(iv)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.

(e)All certifications to be made hereunder by a Responsible Officer or

representative of a Loan Party shall be made by such person in his or her capacity solely as a

Responsible Officer or a representative of such Loan Party, on such Loan Party’s behalf and not

in such person’s individual capacity.

(f)Any reference herein or in any other Loan Document to the satisfaction,

repayment, or payment in full of the Obligations shall mean the satisfaction, repayment, or

payment in full of the Obligations (other than unasserted contingent indemnification obligations).

1.03Accounting Terms

(a)Except as otherwise specifically prescribed herein, 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; provided,

however, that calculations of Attributable Indebtedness under any Synthetic Lease or the implied interest

component of any Synthetic Lease shall be made by the Borrower in accordance with accepted financial

practice and consistent with the terms of such Synthetic Lease.

(b)The Borrower will provide a written summary of material changes in GAAP that affect

the Borrower’s financial accounting and in the consistent application thereof with each annual Excess

Cash Certificate delivered in accordance with Section 7.02(b). If at any time any change in GAAP 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 the above, the parties hereto acknowledge and agree that all

computations of amounts and ratios referred to in Article VII and Article VIII shall be made 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 Original Closing Date and any similar operating lease entered into after the Original Closing Date by

any Person (including, for the avoidance of doubt, any lease in connection with a sale leaseback

transaction) shall be accounted for as obligations relating to an operating lease and not as a Capital Lease

and shall not constitute Indebtedness.

(d)Notwithstanding anything to the contrary contained herein or in any other Loan

Document, all financial statements required to be delivered pursuant to this Agreement or any other Loan

Document need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as

amended, or include adjustments for purchase accounting (including adjustments of the type

contemplated by Financial Accounting Standards Board Accounting Standards Codification 805,

Business Combinations (formerly SFAS 141R)).

1.04Rounding

Any financial ratios required to be maintained by the Loan Parties 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).

1.05References 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.

1.06Times of Day

Unless otherwise specified, all references herein to times of day shall be references to Eastern

time (daylight or standard, as applicable). When any payment to be made hereunder or the performance

of any covenant, duty or obligation is stated to be due on a day that is not a Business Day or delivery of

any notice, document, certificate or other writing is stated to be required on a day that is not a Business

Day, the due date of such payment, performance or delivery shall extend to the immediately succeeding

Business Day.

1.07Basket Classification.

Notwithstanding anything to the contrary, (a) unless specifically stated otherwise herein, any

dollar, number, percentage or other amount available under any carve-out, basket, exclusion or exception

to any negative covenant in this Agreement or the other Loan Documents may be accumulated, added,

combined, aggregated or used together by any Loan Party and its Subsidiaries without limitation for any

purpose not prohibited hereby, (b) any action or event permitted by this Agreement or the other Loan

Documents need not be permitted solely by reference to one provision permitting such action or event but

may be permitted in part by one such provision and in part by one or more other provisions of this

Agreement and the other Loan Documents and (c) the Borrower shall be permitted to redesignate any

Indebtedness, Liens, Restricted Payments, Investments and prepayments or repayments of Subordinated

Indebtedness originally designated as incurred under any exception under Section 8.01 (other than

Section 8.01(a)), Section 8.02, Section 8.03 (other than Section 8.03(a)), Section 8.06 and Section 8.13 as

having been incurred under another applicable exception under Section 8.01 (other than Section 8.01(a)),

Section 8.02, Section 8.03 (other than Section 8.03(a)), Section 8.06 and Section 8.13 so long as at the

time of such redesignation, the Borrower would be permitted to incur Indebtedness, Liens, Restricted

Payments, Investments or prepayments or repayments of Subordinated Indebtedness under such other

exception within the same Section of this Agreement. With respect to any incurrence of Indebtedness or

creation of Lien permitted by the provisions of this Agreement in reliance on the pro forma calculation of

the Senior Secured Net Leverage Ratio, the Consolidated Net Leverage Ratio and/or the Fixed Charge

Coverage Ratio, as applicable, pro forma effect shall not be given to any Indebtedness being incurred or

Lien created (or expected to be incurred or created) substantially simultaneously or contemporaneously

with the incurrence of any such Indebtedness or creation of such Lien, as applicable, in reliance on any

“fixed dollar basket” set forth in this Agreement (including any “baskets” measured as a percentage of

Consolidated EBITDA or total assets).

1.08Limited Condition Acquisitions. As it relates to any action being taken solely in connection

with a Limited Condition Acquisition, for purposes of:

(i)determining compliance with any provision of this Agreement which requires the

calculation of any financial ratio or financial test,

(ii)testing availability under baskets set forth in this Agreement (including baskets

determined by reference to Consolidated EBITDA or total assets), or

(iii)testing whether a Default or Event of Default has occurred and, with respect to

any Incremental Term Loan to finance such Limited Condition Acquisition, testing whether any

representation or warranty in any Loan Document is correct as of such date,

in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection

with any Limited Condition Acquisition, an “LCT Election”), the date of determination of whether any

such action is permitted hereunder, any such Default or Event of Default exists and any such

representation or warranty is correct shall be deemed to be the date the definitive agreements for such

Limited Condition Acquisition are entered into (the “LCT Test Date”), and if, after giving pro forma

effect to the Limited Condition Acquisition (and the other transactions to be entered into in connection

therewith, including any incurrence of Indebtedness and the use of proceeds thereof, as if they had

occurred on the first day of the most recently ended four fiscal quarter period prior to the LCT Test Date),

the Borrower or the applicable Restricted Subsidiary would have been permitted to take such action on

the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be

deemed to have been complied with or if no such Default or Event of Default shall exist on such LCT

Test Date or such representation or warranty is correct as of such LCT Test Date then such condition shall

be deemed satisfied on the date of consummation of such LCT Test Date for purposes of clause (iii)

above; provided that if financial statements for one or more subsequent fiscal periods shall have become

available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on

the basis of such financial statements, in which case, such date of redetermination shall thereafter be

deemed to be the applicable LCT Test Date. For the avoidance of doubt, if the Borrower has made an

LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of

the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such

ratio, test or basket, including due to fluctuations in Consolidated EBITDA or total assets of the Borrower

or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the

relevant transaction or any Default or Event of Default has occurred and is continuing or any such

representation or warranty in any Loan Document is not correct on the date of such Limited Condition

Acquisition, such baskets, tests or ratios or requirement will not be deemed to have failed to have been

complied with as a result of such circumstance. If the Borrower has made an LCT Election for any

Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket

availability with respect to any transaction permitted hereunder (each, a “Subsequent Transaction”)

following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition

Acquisition is consummated or the date that the definitive agreement for such Limited Condition

Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for

purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any

such ratio, test or basket shall be required to be satisfied on a pro forma basis assuming such Limited

Condition Acquisition and other transactions in connection therewith (including any incurrence of

Indebtedness and the use of proceeds thereof) have been consummated.

1.09Divisions

For all purposes under the Loan Documents, in connection with any division or plan of division

under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right,

obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person,

then it shall be deemed to have been transferred from the original Person to the subsequent Person, and

(b) if any new Person comes into existence, such new Person shall be deemed to have been organized on

the first date of its existence by the holders of its equity interests at such time.

1.10Amendment and Restatement

This Agreement shall amend and restate the Existing Credit Agreement in its entirety, with the

parties hereby agreeing that there is not, nor is there intended to be, a novation of the Existing Credit

Agreement or any other Loan Document under the Existing Credit Agreement and from and after the

effectiveness of this Agreement, the rights and obligations of the parties under the Existing Credit

Agreement shall be subsumed and governed by this Agreement. From and after the effectiveness of this

Agreement, the “Obligations” under the Existing Credit Agreement shall continue as Obligations under

the Loan Documents under this Agreement and the Loan Documents until otherwise paid in accordance

with the terms hereof. The Collateral Documents and the grant of Liens on all of the Collateral described

therein do and shall continue to secure the payment of all Obligations. Without limiting the generality of

the foregoing, the parties hereto acknowledge and agree that the Liens securing the “Obligations” (as

defined in the Existing Credit Agreement) of any Loan Party, shall from and after the Effective Date

secure the payment and performance of all Obligations (as defined in this Agreement) of such Loan Party

for the benefit of the Administrative Agent and the Secured Parties, and each Loan Party reaffirms its

prior grant of the Liens granted by it pursuant to the “Collateral Documents” (as defined in the Existing

Credit Agreement) and all such Liens shall continue in full force and effect after giving effect to this

Agreement and are hereby confirmed and reaffirmed by each of the Loan Parties. The parties hereto

further acknowledge and agree that all “Collateral Documents” (as defined in the Existing Credit

Agreement) shall remain in full force and effect after the Effective Date in favor of and for the benefit of

the Administrative Agent and the Secured Parties (with each reference therein to the administrative agent,

the credit agreement or a loan document being a reference to the Administrative Agent, this Agreement or

the other Loan Documents, as applicable), in each case, as such Collateral Documents are modified on the

Effective Date, and each Loan Party hereby confirms and ratifies its obligations thereunder.

Notwithstanding the foregoing, the Mortgaged Properties set forth on Schedule 1.10 will be released from

the Mortgage Instruments on the Effective Date.

1.11Interest Rates

The Administrative Agent does not warrant, nor accept responsibility, nor shall the

Administrative Agent have any liability with respect to the administration, submission or any other matter

related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of

doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or

replacement for or successor to any such rate (including, without limitation, any Benchmark

Replacement) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any

Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other

related entities may engage in transactions or other activities that affect any reference rate referred to

herein, or any alternative, successor or replacement rate (including, without limitation, any Benchmark

Replacement) (or any component of any of the foregoing) or any related spread or other adjustments

thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select

information sources or services in its reasonable discretion to ascertain any reference rate referred to

herein or any alternative, successor or replacement rate (including, without limitation, any Benchmark

Replacement) (or any component of any of the foregoing), in each case pursuant to the terms of this

Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for

damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages,

costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any

error or other action or omission related to or affecting the selection, determination, or calculation of any

rate (or component thereof) provided by any such information source or service.

ARTICLE II

THE COMMITMENTS AND BORROWINGS

2.01Term Loans

(a)Subject to the terms and conditions set forth herein and in the Amendment and

Restatement Agreement, each Lender having an Initial Term Commitment severally agrees to make an

Initial Term Loan to the Borrower in Dollars on the Effective Date in a principal amount requested by the

Borrower not to exceed such Lender’s Initial Term Commitment. Any remaining unutilized amount of

the Initial Term Commitment shall thereafter cease to be available. Amounts paid or prepaid in respect of

the Initial Term Loans may not be reborrowed.

(b)(x) Each Additional 2024 Term B Lender agrees, on the terms and conditions set forth in

Amendment No. 2, to make a 2024 Term B Loan to the Borrower on the Amendment No. 2 Effective

Date in Dollars in a principal amount not to exceed its Additional 2024 Term B Commitment on the

Amendment No. 2 Effective Date, (y) each Converting Consenting Lender agrees, on the terms and

conditions set forth in Amendment No. 2, to have all of its outstanding Initial Term Loans (or such lesser

amount as notified and allocated to such Converting Consenting Lender by the Amendment No. 2 Lead

Arrangers) converted into an equivalent principal amount of 2024 Term B Loans effective as of the

Amendment No. 2 Effective Date and (z) each Non-Converting Consenting Lender agrees, on the terms

and conditions set forth in Amendment No. 2, to have all of its outstanding Initial Term Loans prepaid

with proceeds of the 2024 Term B Loans and will purchase by assignment from the Additional 2024

Term B Lender 2024 Term B Loans in a principal amount equal to the principal amount of such Initial

Term Loans (or such lesser amount as notified and allocated to such Non-Converting Consenting Lender

by the Amendment No. 2 Lead Arrangers). Amounts paid or prepaid in respect of the 2024 Term B Loans

may not be reborrowed.

2.02Borrowings; Conversions and Continuations of Loans

(a)Each Borrowing, each conversion of Loans from one Type to the other, and each

continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable (except as otherwise

permitted under Article III) notice to the Administrative Agent, which shall be given by a Loan Notice.

Each such notice must be received by the Administrative Agent not later than (i) 12:00 p.m. two Business

Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans

(provided that such notice of a Borrowing of Term SOFR Loans to be made on the Effective Date (in the

case of Initial Term Loans) or the Amendment No. 2 Effective Date (in the case of 2024 Term B Loans)

must be received by the Administrative Agent no later than 12:00 p.m. one (1) Business Day prior to the

Effective Date (in the case of Initial Term Loans) or the Amendment No. 2 Effective Date (in the case of

2024 Term B Loans)) and (ii) 11:00 a.m. on the requested date of any Borrowing of Base Rate Loans;

provided, however, that if the Borrower wishes to request Term SOFR Loans having an Interest Period

other than one, three or six months in duration as provided in the definition of “Interest Period,” the

applicable notice must be received by the Administrative Agent not later than 12:00 p.m. four Business

Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the

Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine

whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three

Business Days before the requested date of such Borrowing, conversion or continuation, the

Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been

consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Term SOFR Loans

shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each

Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole

multiple of $250,000 in excess thereof. Each Loan Notice shall specify (i) whether the Borrower is

requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term

SOFR 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 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 a Loan in a 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 Term SOFR Loans. If the Borrower requests a Borrowing of,

conversion to, or continuation of, Term SOFR Loans in any such Loan Notice, but fails to specify an

Interest Period, it will be deemed to have specified an Interest Period of one month.

(b)Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each

Lender of the amount of its Pro Rata Share 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 the preceding

subsection. In the case of a Borrowing, each 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 Loan Notice. Upon satisfaction of the

applicable conditions to such Borrowing, the Administrative Agent shall make all funds so received

available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the

account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire

transfer of such funds, in each case in accordance with instructions provided to (and reasonably

acceptable to) the Administrative Agent by the Borrower. Except as otherwise provided herein, a Term

SOFR Loan may be continued or converted only on the last day of the Interest Period for such Term

SOFR Loan. During the existence of an Event of Default, no Term Loan may be requested as, converted

to or continued as Term SOFR Loans without the consent of the Lenders (other than Defaulting Lenders)

holding in the aggregate at least a majority of the outstanding Term Loans, if any, and such Lenders may

demand that any or all of the then outstanding Term Loans that are Term SOFR Loans be converted

immediately to Base Rate Loans.

(c)The Administrative Agent shall promptly notify the Borrower and the Lenders of the

interest rate applicable to any Interest Period for Term SOFR Loans upon determination of such interest

rate. The determination of Term SOFR by the Administrative Agent shall be conclusive in the absence of

manifest error.

(d)After giving effect to all Borrowings, all conversions of Term Loans from one Type to

the other, and all continuations of Term Loans as the same Type, there shall not be more than eight (8)

Interest Periods in effect with respect to the Term Loans; provided that all 2024 Term B Loans made on

the Amendment No. 2 Effective Date and all 2024 Term B Loans converted from Initial Term Loans on

the Amendment No. 2 Effective Date shall be of the same Type and have the same Interest Period as set

forth in the definition of “Interest Period” herein.

2.03[Reserved]

2.04[Reserved]

2.05Prepayments

(a)Voluntary Prepayments of Term Loans.

(i)Voluntary Prepayments.

The Borrower may, upon notice from the Borrower to the Administrative Agent in the form of a

written Prepayment Notice, at any time or from time to time voluntarily prepay the Term Loans in whole

or in part without premium (except as otherwise set forth below) or penalty; provided that (x) such

Prepayment Notice shall contain the information required by the immediately succeeding sentence and

must be received by the Administrative Agent not later than 12:00 p.m. (A) two Business Days prior to

any date of prepayment of Term SOFR Loans, and (B) on the date of prepayment of Base Rate Loans; (y)

any such prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole

multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding);

and (z) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole

multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding).

Each such Prepayment Notice shall specify the date and amount of such prepayment and the Type(s) of

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 Pro Rata Share of such prepayment. If such

Prepayment Notice is given by the Borrower, the Borrower shall make such prepayment and the payment

amount specified in such Prepayment Notice shall be due and payable on the date specified therein,

except that any such Prepayment Notice may state that such notice is conditioned upon the occurrence or

non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in

which case such notice may be revoked by the Borrower on or prior to the date of prepayment if such

condition is not satisfied. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued

interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such

prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata

Shares. Each such prepayment of the Term Loans shall be applied to the principal installments thereof

under Section 2.07(b) as directed by the Borrower in its sole discretion, and if no direction is given by the

Borrower in direct order of maturity.

(ii)Repricing Event.

If any Term Loans are repriced pursuant to a Repricing Event (other than, for the avoidance of

doubt, the incurrence of the Initial2024 Term B Loans on the Amendment No. 2 Effective Date) prior to

the six (6) month anniversary of the Amendment No. 2 Effective Date, whether or not such Repricing

Event is pursuant to the Loan Documents, the Borrower shall pay, ratably to each Lender whose Term

Loans are the subject of such Repricing Event, a prepayment premium of 1.00% of the aggregate

principal amount of Term Loans so subject to such Repricing Event. The unutilized portion of the Term

Loan Commitments may be irrevocably reduced or terminated by the Borrower at any time without

penalty.

(b)Mandatory Prepayments of Loans.

(i)[Reserved].

(ii)Dispositions and Involuntary Dispositions. On or before the third (3rd) Business Day

following receipt by the Borrower or any Restricted Subsidiary (other than the ETMC JV) of such Net

Cash Proceeds, the Borrower shall make prepayments of the Term Loans in an aggregate amount equal to

100% of the Net Cash Proceeds of all Dispositions and Involuntary Dispositions (other than any proceeds

of any business interruption insurance, any proceeds of MOB Dispositions or any proceeds received from

the Federal Emergency Management Agency or other third parties in reimbursement of, or otherwise in

connection with, costs incurred by the Loan Parties in support of the recovery of the Bay Medical facility)

to the extent that the Net Cash Proceeds of all Dispositions and Involuntary Dispositions received after

the Effective Date exceed $7,500,000 (excluding (1) any proceeds of any business interruption insurance

and proceeds in respect of medical office buildings, (2) any proceeds of a Permitted Sale Leaseback

pursuant to which the aggregate fair market value of all property subject to such Permitted Sale

Leaseback sold or otherwise disposed of by the Borrower and its Restricted Subsidiaries is less than

$25,000,000 or (3) any proceeds received from the Federal Emergency Management Agency or other

third parties in reimbursement of, or otherwise in connection with, costs incurred by the Loan Parties in

support of the recovery of the Bay Medical facility); provided that such percentage shall be reduced to (i)

fifty percent (50%) if on the date such Disposition or Involuntary Disposition is consummated the Senior

Secured Net Leverage Ratio (calculated on a Pro Forma Basis) is less than or equal to 2.25:1:00 as of the

last day of the most recently ended fiscal quarter for which financial statements have been delivered

pursuant to Section 7.01(b) or (ii) zero percent (0%) if on the date such Disposition or Involuntary

Disposition is consummated the Senior Secured Net Leverage Ratio (calculated on a Pro Forma Basis) is

less than or equal to 1.75:1:00 as of the last day of the most recently ended fiscal quarter for which

financial statements have been delivered pursuant to Section 7.01(b) (such prepayments to be applied as

set forth in clause (vii) below).

(iii)Debt Issuances. On or before the third (3rd) Business Day following receipt by the

Borrower or any Restricted Subsidiary (other than the ETMC JV) of the Net Cash Proceeds of any Debt

Issuance, the Borrower shall make prepayments of the Term Loans in an aggregate amount equal to 100%

of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (vii) below).

(iv)Relative Rights Agreement Prepayments. On or before the second (2nd) Business Day

following receipt by Parent, the Borrower, any Subsidiary or any of their respective Affiliates of the

aggregate gross cash proceeds in respect of LeaseCo’s (or any of its Affiliates’) exercise of and

consummation of the Ventas Asset Purchase (the “Ventas Asset Purchase Gross Proceeds Amount”), the

Borrower shall make payments of the Term Loans in an aggregate amount equal to 100% of such Ventas

Asset Purchase Gross Proceeds Amount; provided that if such Ventas Asset Purchase Gross Proceeds

Amount is received by the Administrative Agent from LeaseCo, the Administrative Agent shall disburse

the Ventas Asset Purchase Gross Proceeds Amount in accordance with this Section 2.05.

(v)Excess Cash Flow. Within 120 days (or, to the extent the Borrower is prohibited from

accessing cash from its Restricted Subsidiaries in a manner that would prevent the Borrower from making

the prepayment referred to in this clause (v), on or before July 15) after the end of each fiscal year

commencing with the fiscal year ending on or about December 31, 2022, the Borrower shall make

prepayments of the Term Loans in an aggregate amount equal to the difference between (a) fifty percent

(50%) of Excess Cash Flow for such fiscal year; provided that such percentage shall be reduced to (i)

twenty-five percent (25%) if the Senior Secured Net Leverage Ratio (calculated on a Pro Forma Basis) is

less than or equal to 2.25:1:00 as of the last day of such fiscal year or (ii) zero percent (0%) if the Senior

Secured Net Leverage Ratio (calculated on a Pro Forma Basis) is less than or equal to 1.75:1:00 as of the

last day of such fiscal year, minus (b) the amount of any voluntary prepayments of the Term Loans or of

other Indebtedness secured by a Lien on the Collateral ranking pari passu with the Liens on the Collateral

securing the Term Loans or the amount of prepayments of the ABL Facility and any other revolving

Indebtedness made in such fiscal year (in each case, other than those prepayments made with the proceeds

of Indebtedness), but in the case of any such prepayment of revolving credit facilities (including the ABL

Facility), solely to the extent that the commitments thereunder are permanently reduced in the amount of

such prepayment. Such prepayments shall be applied as set forth in clause (vii) below.

(vi)[Reserved].

(vii)Application of Mandatory Prepayments. All amounts required to be paid pursuant to this

Section 2.05(b) shall be applied, with respect to all amounts prepaid pursuant to Sections

2.05(b)(ii), (iii), (iv) and (v), to the Term Loans in each case first to Base Rate Loans and then to

Term SOFR Loans in direct order of Interest Period maturities.

(viii)Joint Ventures. Notwithstanding any other provision of this Section 2.05(b) to the

contrary, to the extent that any or all of the Net Cash Proceeds from a Disposition or Involuntary

Disposition subject to prepayment pursuant to clause (ii) or any Excess Cash Flow subject to prepayment

pursuant to clause (v) is attributable to a Joint Venture or its subsidiaries, the amount of any such

prepayment of Net Cash Proceeds or Excess Cash Flow required to be paid pursuant to Section 2.05(b)(ii)

or (v) shall be limited to the portion of such Net Cash Proceeds or Excess Cash Flow that such Joint

Venture is able to distribute to another wholly-owned subsidiary pursuant to the Organization Documents

of such Joint Venture, it being understood that if such Joint Venture is unable to make such distribution,

at the time of the required prepayment, but subsequently is permitted to make such distribution, such Joint

Venture shall promptly distribute such amounts to the Borrower and the Borrower shall apply such

amounts to the prepayment of Term Loans pursuant to this Section 2.05(b).

All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without

premium or penalty (except in the case of Section 2.05(b)(iii) to the extent set forth in Section 2.05(a)(ii)),

and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. If

the Borrower is required to make a mandatory prepayment of Term SOFR Loans under this Section 2.05,

the Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount equal

to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained

(pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole

dominion and control of the Administrative Agent or one of its Affiliates (with appropriate control

agreements). Any amounts so deposited shall be held by the Administrative Agent as collateral for the

prepayment of such Term SOFR Loans and shall be applied to the prepayment of the applicable Term

SOFR Loans at the end of the current Interest Periods applicable thereto.

All prepayments of Term Loans pursuant to this Section 2.05(b) shall be applied to the payments

in Section 2.07(b) in direct order of maturity.

2.06Termination or Reduction of Commitments

Unless previously terminated, (i) the Initial Term Commitments shall terminate at 5:00 p.m., New

York City time, on the Effective Date. and (ii) the 2024 Term B Commitments shall terminate at 5:00

p.m., New York City time, on the Amendment No. 2 Effective Date.

2.07Repayment of Loans

(a)The Borrower shall repay the outstanding principal amount of the Term Loans in full on

the Maturity Date or on such earlier date in the event the loans are accelerated pursuant to Section 9.02.

(b)On the last Business Day of each March, June, September and December, beginning with

December 31, 2021, the Borrower shall repay the Term Loans in the aggregate principal amount equal to

the product of (i) 0.25% times (ii) the aggregate outstanding principal amount of the Term Loans

outstanding on the Effective Date; provided, that in the event of any prepayment of the Term Loans, the

amount of certain installments shall be reduced as set forth in this Agreement. As of the Amendment No.

2 Effective Date, such quarterly installments have been reduced to zero. The remaining balance shall be

repaid in full on the Maturity Date.

2.08Interest

(a)Subject to the provisions of Section 2.08(b), (i) each Term SOFR Loan shall bear interest

on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum

of Term SOFR for such Interest Period plus the Applicable Rate and (ii) each Base Rate 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.

(b)Upon the occurrence and during the continuation of an Event of Default at the direction

of the Required Lenders, the Borrower shall pay interest on the principal amount of all overdue and

outstanding Obligations at a fluctuating interest rate per annum at all times equal to the Default Rate to

the fullest extent permitted by applicable Laws.

(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.

(d)The Borrower shall pay to the Term Loan Lenders immediately prior to the effectiveness

of Amendment and Restatement Agreement all accrued and unpaid interest on the Term B-1 Loans to, but

not including, the Effective Date on the Effective Date.

(e)The Borrower shall pay to the Term Loan Lenders immediately prior to the effectiveness

of Amendment No. 2 all accrued and unpaid interest on the Initial Term Loans to, but not including, the

Amendment No. 2 Effective Date on such Amendment No. 2 Effective Date.

2.09Fees

The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and

at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall be

non-refundable for any reason whatsoever.

2.10Computation of Interest and Fees

All computations of interest for Base Rate Loans (including Base Rate Loans determined by

reference to Term SOFR) 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.

2.11Evidence of Debt

The Borrowings 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 Borrowings 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 promissory note, which shall evidence such Lender’s Loans in addition to

such accounts or records. Each such promissory note shall be substantially in the form of Exhibit H (a

“Term Note”). Each Lender may attach schedules to its Term Note and endorse thereon the date, Type (if

applicable), amount and maturity of its Term Loans and payments with respect thereto.

2.12Payments Generally

(a)All payments to be made by the Borrower shall be made without condition or deduction

for any counterclaim, defense (other than payment in full), 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 12:00 p.m. on the date

specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (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 12:00 p.m. shall

in each case be deemed received on the next succeeding Business Day and any applicable interest or fee

shall continue to accrue.

(b)Subject to the definition of “Interest Period,” 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)If at any time insufficient funds are received by and available to the Administrative Agent

to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i)

first, toward costs and expenses (including Attorney Costs and amounts payable under Article III)

incurred by the Administrative Agent and each Lender, (ii) second, toward repayment of interest and fees

then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest

and fees then due to such parties, and (iii) third, toward repayment of principal then due hereunder,

ratably among the parties entitled thereto in accordance with the amounts of principal then due to such

parties.

(d)Unless the Borrower or any Lender has notified the Administrative Agent, prior to the

time 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)with respect to any payment that the Administrative Agent makes for the account

of the Lenders hereunder as to which the Administrative Agent determines (which determination

shall be conclusive absent manifest error) that any of the following applies (such payment

referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment;

(2) the Administrative Agent has made a payment in excess of the amount so paid by the

Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason

otherwise erroneously made such payment; then each of the Lenders severally agrees to repay to

the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such

Lender, in immediately available funds with interest thereon, for each day from and including the

date such amount is distributed to it to but excluding the date of payment to the Administrative

Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative

Agent in accordance with banking industry rules on interbank compensation; 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 Section 2.12(d) shall be conclusive, absent manifest error.

(e)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 II, and such funds are not made

available to the Borrower by the Administrative Agent because the conditions to the applicable

Borrowing set forth in Article V 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.

(f)The obligations of the Lenders hereunder to make Term Loans are several and not joint.

The failure of any Lender to make any Loan 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 purchase its participation.

(g)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.

(h)Notwithstanding any provision to the contrary contained herein or in any other of the

Loan Documents, if at any time following the occurrence and during the continuation of an Event of

Default, but prior to the exercise of remedies as provided for in Section 9.02, payment is made by the

Borrower and is applied to payment of principal or interest on the Loans, such payment shall be applied

ratably to the unpaid principal or interest, as the case may be, of the Loans (and breakage, termination or

other payments and any interest accrued thereon).

2.13Sharing of Payments

If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the

Loans made 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, as shall be necessary to cause such

purchasing Lender to share the excess payment in respect of such Loans, 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 11.06 (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 applicable law,

exercise all its rights of payment (including the right of setoff, but subject to Section 11.09) 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 2.13 and will in each case

notify the Lenders following any such purchases or repayments. Each Lender that purchases a

participation pursuant to this Section 2.13 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.

2.14Incremental Borrowings

(a)The Borrower may at any time or from time to time after the Effective Date, by notice to

the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to the

Lenders), request one or more additional tranches of term loans or increases to an existing tranche of term

loans (the “Incremental Term Loans”); provided that (w) at the time that any such Incremental Term Loan

is made, no Default or Event of Default shall have occurred and be continuing, except that in the case of

Incremental Term Loans incurred to make a Permitted Acquisition or a Permitted Investment, in which

case at the time such Incremental Term Loan is made, no Event of Default pursuant to Sections 9.01(a) or

(f) shall have occurred and be continuing, (x) at the time that any such Incremental Term Loan is made,

the representations and warranties of the Borrower and each other Loan Party contained in Article VI or

any other Loan Document shall be true and correct in all material respects on and as of such dates, except

to the extent that such representations and warranties specifically refer to an earlier date, in which case

they shall be true and correct in all material respects as of such earlier date; provided that to the extent

that any representation and warranty is qualified as to “materiality” or “Material Adverse Effect”, such

representation and warranty shall be true and correct in all respects on such respective dates, and except

that for purposes of this section, the representations and warranties contained in clause (a) of Section 6.05

shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b),

respectively, of Section 7.01; provided, further, that, in the case of Incremental Term Loans incurred to

make a Permitted Acquisition or a Permitted Investment, such representations and warranties to be made

at the time that any such Incremental Term Loan is made shall be limited to the Specified Representations

and the “acquisition agreement representations” (or similar representations) conformed as appropriate for

such transaction; and (y) the Borrower shall have delivered to the Administrative Agent a certificate of a

Responsible Officer, in detail reasonably satisfactory to the Administrative Agent, demonstrating that the

incurrence of such Incremental Term Loans requested does not violate the provisions of the Relative

Rights Agreement or the Master Lease. The aggregate amount of the Incremental Term Loans shall not

exceed the greater of (x)(A) $500,000,000 and (B) 100% of Consolidated EBITDA plus (y) an unlimited

amount, so long as in the case of this clause (y) only, the Borrower has at the time such Incremental Term

Loan is made, a Senior Secured Net Leverage Ratio equal to or less than 3.75:1.00 calculated on a Pro

Forma Basis; provided that for purposes of this clause (y), net cash proceeds of Incremental Term Loans

incurred at such time shall not be netted against the applicable amount of Consolidated Indebtedness for

purposes of such calculation of the Senior Secured Net Leverage Ratio plus (z) the aggregate amount of

voluntary prepayments of Term Loans other than from the proceeds of the incurrence of Indebtedness

(provided, however, that if amounts incurred under clause (y) are incurred concurrently with the

incurrence of Incremental Term Loans under clause (x) and/or (z), the Senior Secured Net Leverage Ratio

shall be calculated without giving effect to such amounts incurred in reliance on the foregoing clause (x)

and/or (z); provided, further, for the avoidance of doubt, to the extent the proceeds of any Incremental

Term Loans are being utilized to repay Indebtedness, such calculations shall give pro forma effect to such

repayments) (the amount available under clauses (x), (y) and (z), the “Available Incremental Amount”).

The Borrower may elect to use clause (y) of the Available Incremental Amount regardless of whether the

Borrower has capacity under clauses (x) or (z) of the Available Incremental Amount. Further, the

Borrower may elect to use clause (y) of the Available Incremental Amount prior to using clause (x) or (z)

of the Available Incremental Amount, and if both clause (y) and clause (x) and/or (z) of the Available

Incremental Amount are available and the Borrower does not make an election, then the Borrower will be

deemed to have elected to use clause (y) of the Available Incremental Amount.

(b)The Incremental Term Loans shall (i) be on terms and pursuant to documentation to be

determined by the Borrower and the Lenders thereunder; provided that, to the extent such terms and

documentation (except to the extent permitted by clauses (ii) and (iii) below) are not consistent with this

Agreement, they shall be reasonably satisfactory to the Borrower and the Administrative Agent, (ii) (A)

not mature earlier than the Maturity Date for any outstanding Term Loans and (B) have a Weighted

Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of any

outstanding Term Loans; provided that this clause (ii) shall not apply to up to $150,000,000 of

Indebtedness, in the aggregate, in respect of all Incremental Term Loans and any Indebtedness incurred

pursuant to Section 8.03(u) and (v) (this clause (ii), the “Maturity and Weighted Average Life to Maturity

Limitations”), (iii) only be guaranteed by the Guarantors, (iv) have interest rates and an amortization

schedule (subject to clause (ii) above) applicable to the Incremental Term Loans determined by the

Borrower and the Lenders thereunder; provided that, if the Applicable Rate related to any Incremental

Term Loans incurred within twelve (12) months of the Effective Date exceeds the Applicable Rate

relating to any outstanding Term Loans immediately prior to the effectiveness of the applicable

Incremental Amendment by more than 0.50% per annum, the Applicable Rate relating to such Term

Loans shall be adjusted to be equal to the Applicable Rate relating to such Incremental Term Loans minus

0.50% per annum; provided, further, that the immediately preceding proviso shall not apply if (x) such

Incremental Term Loans mature more than 12 months after the Maturity Date or (y) the aggregate

principal amount of such Incremental Term Loans (together with the aggregate principal amount of all

other Incremental Term Loans excluded in reliance on this clause (y) and term loan Indebtedness secured

on a pari passu basis with the Liens securing the Term Loans pursuant to Section 8.03(u) and (v)) does

not exceed $150,000,000 in the aggregate (the provisions under this proviso and the immediately

preceding proviso collectively, the “MFN Provisions”); provided, further, that in determining the

Applicable Rate for Incremental Term Loans or Term Loans solely for purposes of the two immediately

preceding provisos, (w) original issue discount (“OID”) or upfront fees (which shall be deemed to

constitute like amounts of OID) paid by the Borrower to all Lenders (and not any one Lender) providing

Term Loans or Incremental Term Loans in the initial primary syndication thereof shall be included and

equated to interest (with OID being equated to interest based on an assumed four-year life to maturity),

(x) customary arrangement or commitment fees payable to the Joint Book Runners in connection with the

Term Loans or to one or more arrangers (or their Affiliates) of the Incremental Term Loans shall be

excluded, (y) if the lowest permissible Base Rate is greater than 1.50% per annum and the lowest

permissible Term SOFR is greater than 0.50% per annum, in each case the difference between the “floor”

and 0.50%, in the case of Term SOFR Loans, and such floor and 1.50% per annum, in the case of Base

Rate Loans, shall be equated to Applicable Rate for purposes of the two immediately preceding provisos

and (v) the Incremental Term Loans may be secured only by Collateral and may only be secured by either

a pari passu or a junior Lien on the Collateral, in each case on terms and pursuant to documentation

(including an Acceptable Intercreditor Agreement if applicable) reasonably satisfactory to the Borrower

and the lenders providing such Incremental Term Loans; provided that, to the extent such terms and

documentation are not consistent with this Agreement (except as they relate to maturity, Weighted

Average Life to Maturity or interest rates), they shall not be more favorable, taken as a whole (as

reasonably determined by the Borrower), to the lenders providing such Incremental Term Loans than the

terms of the Term Loans (other than with respect to terms and conditions applicable after the maturity of

the Term Loans) unless such more favorable terms are added for the benefit of the Term Loans, which

shall not require the consent of the Lenders and any such Incremental Term Loans may contain any

financial maintenance covenants, so long as such covenants are also added for the benefit of the Lenders,

which shall not require consent of the Lenders.

(c)Except as otherwise provided herein, a Term SOFR Loan may be continued or converted

only on the last day of the Interest Period for such Term SOFR Loan. During the existence of an Event of

Default, no Term Loan may be requested as, converted to or continued as Term SOFR Loans without the

consent of the Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the

outstanding Term Loans, if any, and such Lenders may demand that any or all of the then outstanding

Term Loans that are Term SOFR Loans be converted immediately to Base Rate Loans.

(d)The Administrative Agent shall promptly notify the Borrower and the Lenders of the

interest rate applicable to any Interest Period for Term SOFR Loans upon determination of such interest

rate. The determination of Term SOFR by the Administrative Agent shall be conclusive in the absence of

manifest error.

(e)After giving effect to all Borrowings, all conversions of Term Loans from one Type to